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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
GEORGIA BANK FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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Notes:
GEORGIA BANK FINANCIAL CORPORATION
3530 WHEELER ROAD
AUGUSTA, GEORGIA 30909
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on April 22, 1998
TO THE SHAREHOLDERS OF GEORGIA BANK FINANCIAL CORPORATION:
You are hereby notified that the 1998 Annual Meeting of Shareholders (the
"Annual Meeting") of Georgia Bank Financial Corporation, a Georgia corporation
(the "Company"), will be held at the offices of the Company located at 3530
Wheeler Road, Augusta, Georgia on April 22, 1998, at 4:00 p.m., Eastern time for
the following purposes:
1. To elect nine (9) directors to serve for a term ending on the date of
the 1999 Annual Meeting of Shareholders or until their respective
successors shall have been elected and qualified;
2. To transact such other business as may properly come before the Annual
Meeting or an adjournment thereof.
Shareholders of record at the close of business on March 20, 1998, are the
only shareholders entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors
Travers W. Paine III
Corporate Secretary
Augusta, Georgia
March 26, 1998
EACH SHAREHOLDER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY
IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN THE EVENT A SHAREHOLDER DECIDES TO
ATTEND THE MEETING, HE OR SHE MAY, IF SO DESIRED, REVOKE THE PROXY AND VOTE THE
SHARES IN PERSON. YOUR BOARD RECOMMENDS THAT YOU VOTE IN FAVOR OF THE NOMINEES
FOR DIRECTORS.
GEORGIA BANK FINANCIAL CORPORATION
3530 WHEELER ROAD
AUGUSTA, GEORGIA 30909
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders (the "Meeting") of Georgia
Bank Financial Corporation (the "Company") to be held on April 22, 1998, at 4:00
p.m., Eastern time and at any adjournment thereof, for the purposes set forth in
this Proxy Statement. THE ACCOMPANYING PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY. The Annual Meeting will be held at the principal
executive office of the Company located at 3530 Wheeler Road, Augusta, Georgia,
30909. This Proxy Statement and the accompanying Form of Proxy were first
mailed to shareholders on or about March 26, 1998. The Company's 1997 Summary
Annual Report to Shareholders and Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1997, accompany this Proxy Statement
VOTING AND REVOCABILITY OF PROXY APPOINTMENTS
The Company has fixed March 20, 1998, as the record date (the "Record
Date") for determining the shareholders entitled to notice of and to vote at the
Meeting. The Company's only class of stock is its common stock, par value $3.00
per share (the "Common Stock"). At the close of business on the Record Date,
there were outstanding and entitled to vote 1,820,368 shares of the Common Stock
held by approximately 589 shareholders of record, with each share being entitled
to one vote. There are no cumulative voting rights. A majority of the
outstanding shares of the Common Stock represented at the Meeting, in person or
by proxy, will constitute a quorum. In determining whether a quorum exists at
the Meeting for purposes of all matters to be voted on, all votes "for" or
"against", as well as all abstentions (including votes to withhold in certain
cases), will be counted.
All proxies will be voted in accordance with the instructions contained in
the proxies. If no choice is specified, proxies will be voted "FOR" the
election to the Board of Directors of all nominees listed below under "ELECTION
OF DIRECTORS," and at the proxy holders' discretion on any other matter that may
properly come before the Meeting. Any shareholder may revoke a proxy given
pursuant to this solicitation prior to the Meeting by delivering an instrument
revoking it, by delivering a duly executed proxy bearing a later date to the
Company, or by attending the Meeting and voting in person. All written notices
of revocation or other communications with respect to revocation of proxies
should be addressed as follows: Georgia Bank Financial Corporation, 3530
Wheeler Road, Augusta, Georgia, 30909, Attention: Ronald L. Thigpen, Executive
Vice President.
The costs of preparing, assembling and mailing the proxy materials and of
reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy materials to the
beneficial owners of shares held of record will be borne by the Company.
Certain officers and employees of the Company or its subsidiaries, without
additional compensation, may use their personal efforts, by telephone or
otherwise, to obtain proxies in addition to this solicitation by mail. The
Company expects to reimburse brokers, banks, custodians, and other nominees for
their reasonable out-of-pocket expenses in handling proxy materials for
beneficial owners of the Common Stock held in their names.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall consist
of not less than five nor more than twenty-five directors, with the exact number
to be determined by the Board of Directors, each having a term of office of one
year and continuing thereafter until his or her successor has been elected and
has qualified. The Board has established nine as the number of persons to
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constitute the Board of Directors for the coming year, and has nominated the
following persons to serve for one year and until their successors are elected
and qualified:
Position with Position with
Name Age the Company the Bank (1)
- ------------------------- --- ------------------------ -------------------------
William J. Badger 47 Director Director
R. Daniel Blanton 47 President, Chief President, Chief
Executive Officer Executive Officer
and Director and Director
William P. Copenhaver 73 Director Director
Edward G. Meybohm 54 Vice Chairman and Chairman of the Board
Director and Director
Travers W. Paine III 50 Corporate Secretary Corporate Secretary
and Director and Director
Robert W. Pollard, Jr. 47 Chairman of the Board, Vice Chairman and
and Director Director
Randolph R. Smith, M.D. 54 Director Director
Ronald L. Thigpen 46 Executive Vice President Executive Vice President
Chief Operating Officer Chief Operating Officer
and Director and Director
John W. Trulock, Jr. 52 Director Director
- --------------------
(1) Georgia Bank & Trust Company of Augusta, the Company's bank subsidiary (the
"Bank").
Each of the nominees is currently a director of the Company, and has been
nominated by the Board to serve for an additional term. When properly executed
and returned, the enclosed Form of Proxy will be voted as specified thereon. If
any nominee is unable or fails to accept nomination or election (which is not
anticipated), the persons named in the proxy as proxies, unless specifically
instructed otherwise in the proxy, will vote for the election in his or her
stead of such other person as the Company's existing Board of Directors may
recommend. The Bylaws of the Company require that any nominee for election as a
director not nominated by the Board be submitted to the Secretary of the
Company, along with certain information about the nominee, not later than April
8, 1998.
Directors are elected by a plurality of the votes cast by the holders of
the Common Stock at a meeting at which a quorum is present. A "plurality" means
that the individuals who receive the largest number of votes cast are elected as
directors up to the maximum number of directors to be chosen at the meeting.
Consequently, any shares not voted (whether by abstention, broker non-vote or
otherwise) have no impact on the election of directors except to the extent that
the failure to vote for an individual results in another individual receiving a
larger number of votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NINE
NOMINEES PREVIOUSLY NAMED.
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DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY AND THE BANK
No director or executive officer of the Bank or Company is related to any
other director or executive officer, except that Robert W. Pollard, Jr. is the
brother-in-law of R. Daniel Blanton. No director or executive officer currently
serves as an officer or director of any other financial institution.
All directors of the Company and the Bank will serve until the next annual
meeting of the shareholders of the Company and the Bank, respectively, or until
their successors are elected and have qualified. Officers of the Company and
the Bank serve at the pleasure of their respective Board of Directors.
The following additional information has been supplied by the directors and
officers of the Company and Bank.
William J. Badger, a Director of the Bank and the Company since the
organization of each (November, 1988 and February 1992, respectively), has been
the President of Howard Lumber Company, a dealer in building materials and
supplies, since 1978. Prior to that time, he served as treasurer and worked in
sales for the company. Mr. Badger received his Bachelor of Arts degree from the
University of Georgia in 1972. He is active in the Kiwanis Club, the
Construction Suppliers Association of Georgia, and the Augusta Builders
Exchange.
James G. Blanchard, Jr. was elected a Director of the Bank in 1996. Mr.
Blanchard is a senior partner in the law firm of Fleming, Blanchard, Jackson &
Durham, P.C. He has actively practiced law since 1968. Mr. Blanchard is a
native of Evans, Georgia, and graduated from Georgia Southern University. He
received his law degree from the Cumberland School of Law at Samford University
in Birmingham, Alabama. Mr. Blanchard was an organizing director of Georgia
State Bank in 1970 and continued his service through the acquisition by Georgia
Railroad Bank & Trust Company in 1986. He later served on the Board of
Directors of Citizens Bank & Trust Company of Evans, Georgia. Mr. Blanchard
serves as the attorney for the Columbia County Board of Education, Associate
Judge of the Columbia County Juvenile Court and is City Attorney for the City of
Grovetown, Georgia.
J. Pierce Blanchard, Jr. began his service with the Bank in March, 1994 as
Group Vice President and Columbia County Executive. In November, 1995 he was
designated as Marketing Officer responsible for business development activities,
branch administration and the overall marketing plan for the Bank. In October,
1997 Mr. Blanchard was elected Executive Vice President responsible for business
development and branch administration. He was formerly employed as the
President and Chief Executive Officer of Citizens Bank & Trust Company in Evans,
Georgia, from 1989 until March, 1994. He also served with First Union National
Bank and its predecessor, Georgia Railroad Bank & Trust Company from 1979 until
1989. Mr. Blanchard received his Bachelor of Business Administration degree
from Georgia Southern University and is a graduate of the Georgia Banking School
and the Graduate School of Banking of the South at Louisiana State University.
He currently serves as a member of the Board of Directors of Columbia County
Chamber of Commerce, United Way of the CSRA, Private Industry Council, Senior
Citizens Council of Greater Augusta, CSRA Development Companies and the
Residential Care Facilities for the Elderly Authority where he serves also as
Vice Chairman.
R. Daniel Blanton has been President and Chief Executive Officer of the
Company and the Bank since October, 1997, and has been a Director of the Company
since it was formed. He has been a Director of the Bank since June, 1990 and
held the title of Executive Vice President and Senior Lending Officer of the
Bank since it was organized until October, 1997. He was named Chief Operating
Officer of the Company and the Bank in November, 1995. Mr. Blanton was Vice
President of The Bank of Columbia County in Martinez, Georgia, from 1987 to
1988. From 1986 to 1987, he was self employed as a real estate developer. He is
the President and Owner of Summerville Land Co., Inc., a real estate development
company operating in Richmond and Columbia Counties. From 1976 to 1986, Mr.
Blanton served as the Senior Vice President and Senior Lending Officer of
Georgia State Bank in Martinez, Georgia. A graduate of Georgia Military
College, Mr. Blanton received his Bachelor of Science Degree from Clemson
University in 1973 and received further training at the Georgia Banking School
in 1982. He graduated from the Graduate School of Banking of the South at
Louisiana State University in 1985. He is on the Board of Directors of the
Family Y and CSRA Regional Development Companies where he also serves as a
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member of its Executive Loan Review Committee. He is also a member of the
Augusta State University, College of Business Administration Advisory Board,
Beech Island Agricultural Club, the Exchange Club of Augusta, Augusta Country
Club, Inc., and The Pinacle Club, Inc.
William P. Copenhaver, a Director of the Company since its formation and a
Director of the Bank since September, 1991, is a private investor and the
retired Chairman of the Board and President of Columbia Nitrogen Corporation and
Nipro, Inc., positions he held until 1991. Mr. Copenhaver is a graduate of
Virginia Polytechnic Institute and State University and the Harvard University
Business School. He currently serves on the Board of Directors of Thermal
Ceramics, The Creel Foundation, Inc., the Greater Augusta Community Foundation,
Inc. and the Pinnacle Club, Inc. A resident of Augusta since 1971, Mr.
Copenhaver is a member of the Augusta National Golf Club, the West Lake and
Augusta Country Clubs, and St. John's Methodist Church. Mr. Copenhaver
previously served on the Board of Directors of Arcadian Corporation, Georgia
Power, Laroche Chemical, Millhaven Corporation and the Southern Company.
Warren A. Daniel, a Director of the Bank since July, 1990, has been an
agent for Northwestern Mutual Life Insurance Company since 1978. He is also
President of Group & Benefits Consultants, Inc. Prior to 1978, Mr. Daniel was a
Loan Officer with SunTrust Company Bank in Augusta. He is a graduate of
Richmond Academy in Augusta and received his Bachelor of Business Administration
degree from the University of Georgia in 1970. Mr. Daniel's professional
designations include Chartered Life Underwriter and Chartered Financial
Consultant. He currently serves as a Director of Howard Lumber and is past
Chairman of the Metro Augusta Chamber of Commerce and is active in other civic
and business organizations.
Patricia E. Leopard has served as Senior Vice President and Director of
Marketing of the Company and Group Vice President and Director of Marketing of
the Bank since October, 1997. She previously held the title of Chief Operations
Officer. Mrs. Leopard has been with the Bank since its formation in 1988,
having previously served as Vice President of First Union National Bank and its
predecessor Georgia Railroad Bank, and was Senior Vice President of Georgia
State Bank prior to its acquisition by Georgia Railroad Bank. A native of
Augusta, she is a graduate of Aquinas High School and attended Augusta State
University. Mrs. Leopard formerly served as State President of Financial Women
International, President of the Augusta Chapter of the American Institute of
Banking, Vice President and Board member of Safe Homes of Augusta, Inc., Ticket
Chairman of the Augusta Invitational Rowing Regatta and Treasurer of the Augusta
Junior Rowing Association. She currently serves as Chair-Person of the American
Institute of Banking, Georgia Chapter. She is an honor graduate of the Georgia
Bankers Association Operations School. Mrs. Leopard also serves on the Board of
Directors of the March of Dimes and the Board of Directors and Executive
Committee of the CSRA Partnership for Community Health, Inc.
Dr. Shirley A. R. Lewis, a Director of the Bank since August, 1994, is the
President of Paine College in Augusta, Georgia. She earned a Ph.D. in Education
from Stanford University and M.S.W. and B.A. degrees from the University of
California, Berkeley. She also holds a Certificate in African Studies from the
joint program of the University of London and University of Ghana. Prior to
assuming the Presidency at Paine College in 1994, Dr. Lewis served as Assistant
General Secretary of the Black College Fund of the General Board of Higher
Education and Ministry of the United Methodist Church in Nashville, Tennessee
since 1986. She is a past member of the College of Education Planning Committee
for the Africa University in Mutare, Zimbabwe. She is the author of numerous
articles and research memoranda on higher education, language arts, historically
black colleges and universities, and teacher training. Dr. Lewis participates
in a variety of civic, educational and service activities including the Metro
Augusta Chamber of Commerce, the United Negro College Fund, and the National
Association of Independent Colleges and Universities. She is a member of the
Board of Directors of the Morris Museum and the Medical College of Georgia
Research Institute, and she is a member of Augusta Rotary Club.
Tom C. McLaughlin has served as Group Vice President and Senior Lending
Officer of the Bank since October, 1997. He previously served as Senior Vice
President and Commercial Loan Officer since 1993, and has been with the Bank
since 1991. His career in the financial services industry began in 1970 with
C.I.T. Financial in Augusta and continued with that firm until his employment
with Georgia State Bank in December 1983. A native Augustan, Mr. McLaughlin
attended public schools in Richmond County and graduated from Carlisle Military
Academy in 1967. He graduated from the Graduate School of Banking of the South
at Louisiana State University in 1997.
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Edward G. Meybohm has served as Vice Chairman of the Company's Board of
Directors since its formation and is the current Chairman of the Bank's Board of
Directors and the Asset/Liability and Investment Committee of the Bank's Board.
He has been the President of Meybohm Realty, Inc., a real estate brokerage firm,
since 1977. Prior to 1997, Mr. Meybohm worked at Southern Finance Corporation,
where he was employed from 1972. Mr. Meybohm, a native of Harlem, Georgia,
received his Bachelor of Science degree in Education from Georgia Southern
University in 1964. He served as a member of the Board of Directors of Georgia
State Bank, Martinez, Georgia, from November 1983 through December 1985, when
Georgia State Bank merged with Georgia Railroad Bank. Thereafter, Mr. Meybohm
continued to serve on the Columbia County Advisory Board of Georgia Railroad
Bank and its successor, First Union National Bank of Georgia, until his
resignation in June, 1988. Mr. Meybohm is past President of the Georgia
Association of Realtors, a past Chairman of the Metro Augusta Chamber of
Commerce and is active in other civic and business organizations. He is
currently a member of the Board of Governors of Augusta Country Club, Inc., and
a member of the Georgia State Board of Education.
Travers W. Paine III, a Director and Corporate Secretary of the Company
since its formation in 1992 and a Director and Corporate Secretary of the Bank
since its organization in 1988, is a partner in the law firm of Paine Little
LLP. After graduating from Richmond Academy in Augusta, Mr. Paine received his
Bachelor of Business Administration and Juris Doctor degrees from the University
of Georgia in 1970 and 1973, respectively. He is a member of the Board of
Directors of numerous closely held companies, including Southmed Management,
Inc., a medical consulting company, Aegis Healthcare, LLC, a healthcare
management company, and R. W. Allen & Associates, Inc., a construction company.
Active in civic, business and professional organizations, he is a member of the
Forum Committee on Health Law of the American Bar Association and the National
Health Lawyers Association, and a former member of the City Council of Augusta.
Mr. Paine also serves on the Board of Governors of the State Bar of Georgia and
is a member of the National Association of Bond Lawyers.
Robert W. Pollard, Jr. has been a Director of the Company and the Bank
since August, 1994. In April, 1995, he was elected Chairman of the Board of the
Company and Vice Chairman of the Bank. He also serves as Chairman of the
Executive Committee and Compensation Committee of the Company's Board. He is
President of Pollard Lumber Company, Inc., a lumber manufacturer located in
Appling, Georgia. He is a native of Appling, Georgia, and attended Harlem High
School. He also attended the University of Georgia and received his Bachelor of
Science degree in Forest Resources. Mr. Pollard has served on the Board of
Directors of the Southeastern Lumber Manufacturers Association and the Georgia
Forestry Association. He is presently Chairman of the Southern Timber Council.
He currently serves on the Board of Trustees of Westminster Schools and is a
member and Deacon of Kiokee Baptist Church in Appling.
Larry S. Prather, a Director of the Bank since January 1, 1993, was
previously an organizer and member of the Board of Directors of FCS Financial
Corporation and First Columbia Bank. He has been self-employed as the President
and owner of Prather Construction Company, Inc., a utility and grading
contractor, for the past twenty-six years. A native of Columbia County, Mr.
Prather has served as a member of the Columbia County Board of Education and as
Chairman of the Columbia County Board of Commissioners. He is also a past
Chairman of Columbia County Development Authority and continues to serves as a
member of the Authority. Mr. Prather is a graduate of Harlem High School and
the University of Georgia where he received a Bachelor of Science degree in
Business Administration.
Larry E. Sconyers, a Director of the Bank since August, 1994, is a native
of Richmond County. He is a graduate of the public school system of Richmond
County and the Augusta Technical Institute. In 1993, he was elected as a member
of the Richmond County Commission and served as its Chairman through 1995. In
January 1996, Mr. Sconyers assumed his role as Mayor/Chairman of the newly
consolidated Augusta-Richmond County Government, a position he was elected to in
November, 1995. He is a past member of the Board of Directors of University
Health Care Foundation, Inc. He is Owner and President of Sconyers Bar-B-Que,
Inc., a local family business started by his father.
Randolph R. Smith, M.D. has been a Director of the Bank and Company since
each was organized and serves as Chairman of the Audit Committee the Company's
Board. Dr. Smith is a specialist in plastic and reconstructive surgery and a
member of the medical staff of University Hospital in Augusta where he has
served as Chief of Staff and a member of the hospital's Board of Trustees. He
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has practiced medicine in the Augusta area since 1978. Prior to that time, Dr.
Smith served his residency at the Medical College of Georgia in Augusta and Duke
University. He graduated from Richmond Academy in Augusta, received his
Bachelor of Science Degree from Clemson University in 1966 and received his M.D.
degree from the Medical College of Georgia in 1970. Dr. Smith was awarded an
honorary doctorate from Clemson in 1997 for his volunteer services in developing
countries. Dr. Smith is an Augusta, Georgia, native and is active in civic and
professional associations, and has received The Book of Golden Deeds Award from
The Exchange Club of Augusta and The Paul Harris Fellowship award by the Rotary
Club of Augusta.
Ronald L. Thigpen has served as Executive Vice President and Chief
Operating Officer of the Company and the Bank since October, 1997, having joined
the Company and the Bank as Chief Financial Officer upon the acquisition of FCS
Financial Corporation in December, 1992. He was elected to the Board of
Directors of both the Company and the Bank in April, 1995. He was previously
employed as the President and Chief Executive Officer of FCS Financial
Corporation and First Columbia Bank from January, 1991 to December, 1992. From
January, 1989 until January, 1991, Mr. Thigpen was Vice President and Regional
Commercial Banking Manager for First Union National Bank of Georgia. From 1971
to 1989, Mr. Thigpen served First Union National Bank, and its predecessors
Georgia Railroad Bank and Central Bank of Georgia, in a variety of positions
including Macon City Executive Officer from November, 1986 until January, 1989.
He received his Bachelor of Business Administration degree from Augusta State
University in 1973 and is a 1980 graduate of the Graduate School of Retail Bank
Management at the University of Virginia. He graduated from the Graduate School
of Banking of the South at Louisiana State University in 1985. He has served as
a member of the Board of Directors of the Georgia Bankers Association. Mr.
Thigpen is President-elect of the Rotary Club of Columbia County. He is a
member of the Board of Directors of the University Health Care Foundation, the
Development Authority of Columbia County, and the Golden Harvest Food Bank. Mr.
Thigpen serves on the national Board of Directors of the Financial Managers
Society, headquartered in Chicago, Illinois. He is a member of Wesley United
Methodist Church where he serves as Chairman of the Finance Committee.
Mr. John W. Trulock, Jr., a Director of the Company and the Bank since
April, 1995, is a native Augustan. He attended Augusta State University and is
a graduate of the University of Georgia, Athens, Georgia. Mr. Trulock has
served as an agent for Massachusetts Mutual Life Insurance Company in Augusta
since 1981. Mr. Trulock is a past President of the Exchange Club of Augusta,
the Augusta State University Alumni Association, Garden City Lions Club, and
Boys Club of Augusta as well as past Chairman of the Augusta College Foundation.
He is a member of Covenant Presbyterian Church and where he has served as
Deacon, Elder, and Trustee.
DIRECTOR COMPENSATION
Directors of the Company and the Bank who are not employees of the Company
or the Bank receive a fee for their service on the Bank Board equal to $100 for
each Board meeting attended. No additional fees are paid for committee
participation. Directors who are Company employees receive no compensation for
their service on the Board or its committees.
COMPENSATION OF EXECUTIVE OFFICERS
Under rules established by the Securities and Exchange Commission, the
Company is required to provide certain data and information regarding the
compensation and benefits provided to its chief executive officer and other
executive officers, including the four other most highly compensated executive
officers who receive more than $100,000 in compensation. For purposes hereof,
only Mr. R. Danial Blanton, the Company's Chief Executive Officer and Mr. Ronald
L. Thigpen, the Company's Chief Operating Officer are compensated at this level.
Disclosure regarding Mr. Patrick G. Blanchard, the President of the Company
until October 5, 1997, is also included herein. The disclosure requirements
includes the use of tables and a report explaining the rationale and
considerations that led to executive compensation decisions. The Compensation
Committee has prepared the following report for inclusion in this Proxy
Statement in response to those requirements.
6
The Compensation Committee recommends to the Company Board of Directors
payment amounts and bonus award levels for executive officers of the Company and
the Bank. The following report reflects the compensation philosophy of the
Company and the Bank as endorsed by the Company's Board of Directors and the
Compensation Committee and resulting actions taken by the Company for the
reporting periods shown in the compensation table.
COMPENSATION COMMITTEE REPORT
Overview
The Compensation Committee is composed entirely of individuals who are
outside directors. The Compensation Committee fully supports the Company's
philosophy that the relationship between pay and individual performance is
fundamental to a compensation program. Pay for performance relating to executive
officer compensation is composed of base salary, annual cash incentives and
long-term stock appreciation rights. The administration of executive officer
compensation is based not only on individual performance and contributions, but
also total Company performance relative to profitability measures and
shareholder interests. The Compensation Committee makes recommendations to the
Board to assure that competitive and fair compensation is provided to the
officers and employees in order to recruit and retain quality personnel. The
Compensation Committee periodically reviews and revises salary ranges and total
compensation programs for officers and employees and uses an outside consultant
to recommend salary ranges based upon current surveys of peer group market
salaries for specific jobs. The peer group that the Company analyses in
determining officer and employee compensation is similarly situated banking
organizations in the Southeast ranging in asset size of $100 million to $300
million and other banks that are direct competitors with the Company in its
markets.
Base Salary and Increases
In establishing executive officer salaries and increases, the Compensation
Committee considers individual performance, the relationship of base pay to the
existing salary market and increases in responsibility. The decision to
increase base pay is recommended by the chief executive officer and considered
and recommended to the full Board by the Compensation Committee. Information
regarding salaries paid by other financial institutions is obtained through
formal salary surveys and other means and is used in the decision process to
ensure competitiveness with the Company's peers and competitors.
The Company's general philosophy is to provide base pay competitive with
other banks and bank holding companies of similar size in the Southeast.
The Compensation Committee formally reviews the compensation paid to
executive officers in January of each year. Changes in base salary and the
awarding of cash incentives are based on overall financial performance and
profitability of the Company as compared to the Company's financial performance
objectives, and the individual performance.
Annual Cash Incentives
The Company utilizes cash incentives to better align pay with individual
and Company performance. Funding for the cash incentives is dependent on the
Company attaining performance thresholds for return on equity and earnings per
share. The performance objectives promote a group effort by all key managers.
Once these thresholds are attained, the Compensation Committee, based in part
upon recommendations of the chief executive officer, may consider and recommend
to the full Board awards to those officers who have made superior contributions
to Company profitability as measured and reported against the performance goals
established at the beginning of the year. This philosophy will better control
overall expenses associated with salary increases by reducing the need for
significant annual base salary increases as a reward for past performance, and
places more emphasis on annual profitability and the potential rewards
associated with future performance. Market information regarding salaries is
7
used to establish competitive rewards that are adequate to motivate strong
individual performance during the year. The first payments under this cash
incentive program were made in February, 1998 based upon the Company's 1997
financial performance.
Long-Term Incentives
The Company has established a Long-Term Incentive Plan designed to motivate
sustained high levels of individual performance and align the interests of key
officers with those of the Company's shareholders by rewarding capital
appreciation and earnings growth. Upon recommendation by the chief executive
officer, and subject to approval by the Compensation Committee, stock
appreciation rights may be awarded annually to those key officers whose
performance during the year has made a significant contribution to the Company's
long-term growth. Generally, stock appreciation rights are not grants or
issuances of Company stock, but rather constitute a right to receive an amount
of money in the future that is based upon the appreciation in the market value
of the Company's common stock. Stock appreciation rights awarded in 1997
totaled 31,000 shares at a base price of $17.75 per share. The value of the
stock appreciation rights are established over a five year period and the
grantee vests such rights value over a ten year period. This ten year vesting
period is intended to promote long-term employment and continued contribution by
those key officers.
1997 Performance; Chief Executive Officer Compensation
The Company's performance for the most recent five year period has improved
each year, and the Company met or exceeded its asset growth and profitability
goals for 1997. In addition, the Company continued to excel in non-financial
performance areas, as the Company successfully addressed its policy objectives
relating to customers, employees and communities.
Mr. Blanton's compensation awards in 1997 were based upon the Compensation
Committee's assessment of the Company's financial and non-financial performance
and Mr. Blanton's individual performance. Mr. Blanton was named President and
Chief Executive Officer of the Company and Bank in October, 1997. Prior to
being named Chief Executive Officer, Mr. Blanton served as Executive Vice
President and Chief Operating Officer of the Company and Bank. In recognition
of Mr. Blanton's new responsibilities, achievement and performance, the
Company's performance and the compensation paid to chief executive officers of
peer banks and bank holding companies, Mr. Blanton received a salary increase of
$15,000 over his base salary prior to being named Chief Executive Officer. In
addition, based on the factors discussed herein, Mr. Blanton earned a cash
incentive payment of $22,409 for 1997. The Board of Directors of the Company,
based upon the recommendation of the Compensation Committee, also awarded Mr.
Blanton 5,000 stock appreciation rights in 1997.
Mr. Patrick G. Blanchard, the predecessor to Mr. Blanton as President of
the Company, resigned as President and Director of the Company and the Bank on
October 5, 1997 to pursue other opportunities in the banking industry. At the
time of his resignation, Mr. Blanchard's base salary was $95,000.
$1 Million Deduction Limit
At this time, the Company does not appear to be at risk of losing
deductions under the $1 million deduction limit on executive pay established
under Section 162(m) of the Internal Revenue Code of 1986. As a result, the
Compensation Committee has not established a policy regarding this limit.
Employment and Severance Contracts
The Company presently has no employment or severance contracts with any
officer or employee of the Company or the Bank.
8
Summary
In summary, the Compensation Committee believes that the compensation
program of the Company is reasonable and competitive with compensation paid by
other financial institutions of similar size. The program is designed to reward
managers for superior individual, Company and share value performance. The
compensation program incorporates a shareholder point of view in several
different ways. The Compensation Committee monitors the various guidelines that
make up the program and may adjust them as it deems appropriate to continue to
meet Company and shareholder objectives.
Robert W. Pollard, Jr., Chairman William P. Copenhaver
E. G. Meybohm
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Long Term
Compensation
Annual Compensation Awards
------------------------------ -------------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus SARs (#) Compensation(6)
- ------------------------------------- ---------- ----------------- ------------ ---------------
R. Daniel Blanton 1997 $112,044 $22,409(1) 5,000 $3,600
President & 1996 94,500 18,780(2) -0- 2,835
Chief Executive Officer 1995 90,000 3,600(2) -0- 2,700
Ronald L. Thigpen 1997 $90,727 $18,145(3) 5,000 $3,000
Executive Vice 1996 86,100 13,444(4) -0- 2,583
President & 1995 82,000 3,280(4) -0- 2,460
Chief Operating
Officer
Patrick G. Blanchard 1997 $75,046 $ -0- 4,000 $ -0-
President (7) 1996 95,000 13,800(5) -0- 2,850
1995 95,000 3,800(5) -0- 2,850
________________________
(1) This bonus amount was paid to Mr. Blanton in February, 1998 relating to
1997 performance objectives.
(2) Includes $3,780 and $3,600 paid into a deferred bonus plan, during 1996 and
1995, respectively, requiring 10 years of service and attainment of age 55
for vesting. years of service and attainment of age 55 for vesting.
(3) This bonus amount was paid to Mr. Thigpen in February, 1998 relating to
1997 performance objectives.
(4) Includes $3,444 and $3,280 paid into a deferred bonus plan, during 1996 and
1995, respectively, requiring 10 years of service and attainment of age 55
for vesting.
(5) Includes $3,800 and $3,800 paid into a deferred bonus plan, during 1996 and
1995, respectively, requiring 10 years of service and attainment of age 55
for vesting which were forfeited by Mr. Blanchard upon his resignation.
(6) Reflects the annual 401(k) contribution of the Company.
(7) Patrick G.Blanchard, President of the Company and the Bank, resigned
October 5, 1997.
9
SAR GRANTS IN LAST FISCAL YEAR
Number of % of Total
Securities SARs Granted
Underlying to Employees Base Price Expiration
Name SARs Granted(1) in Fiscal Year ($/share) Date
- --------------------------------------------------------------------------------------------
R. Daniel Blanton February
President & 5,000 16.13% $17.75 2002
Chief Executive Officer
Ronald L. Thigpen February
Executive Vice 5,000 16.13% 17.75 2002
President &
Chief Operating Officer
Patrick G. Blanchard February
President (2) 4,000 12.90% 17.75 2002
________________________
(1) The stock appreciation rights are granted at a base price equal to the
trading price of the Company's stock at date
(2) Patrick G. Blanchard, President of the Company and the Bank, resigned
October 5, 1997, thereby forfeiting this grant.
AGGREGATED FISCAL YEAR-END SAR VALUES
Number of Securities
Underlying Unexercised SARs at Value of Unexercised
FY-End (#) SARs at FY-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable (1)
- --------------------------------------------------------------------------------------------------
R. Daniel Blanton
President & 0/5000 $0/3,750
Chief Executive Officer
Ronald L. Thigpen
Executive Vice President & 0/5000 $0/3,750
Chief Operating Officer
________________________
(1) Value is calculated as the difference between the market price of a share
of Company Common Stock on December 31, 1997 ($18.50 per share) and the Base
Price of the SARs.
BENEFIT PLANS
The Bank has an employee savings plan that qualifies as a deferred salary
arrangement under Section 401(k) of the Internal Revenue Code of 1986, as
amended. Under the Plan, participating employees may defer a portion of their
pre-tax earnings, up to the Internal Revenue Service annual contribution limit.
The Bank has the option to make an annual discretionary contribution to the
Plan. For the year ended December 31, 1997, the Bank contributed $83,812 to the
Plan, which represented 3% of the annual salary of all eligible employees.
10
During 1994, the Bank adopted a non-qualified deferred bonus plan for
certain officers of the Bank. Under the plan, the Bank has the option to make an
annual discretionary contribution to the plan. For the year-ended December 31,
1997, the Bank contributed $37,692 to the plan.
In 1997, the Company established a Long-Term Incentive Plan designed to
motivate and sustain high levels of individual performance and align the
interests of key officers with those of shareholders by rewarding capital
appreciation and earnings growth. Stock appreciation rights may be awarded
annually to those key officers whose performance during the year has made a
significant contribution to the Company's growth. It is anticipated that the
future performance of those individuals awarded stock appreciation rights will
continue to contribute to the Company's long-term growth. Stock appreciation
rights awarded in 1997 totaled 31,000 shares at a base price of $17.75 per
share.
There were no stock options issued to or exercised or held by any director
or officer of the Company or Bank during 1997.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 26, 1998,
with respect to the directors, executive officers and certain other members of
the Company's and Bank's management and any shareholder of the Company known to
Company to own 5% or more of the Company's Common Stock:
Position(s) with Number of Percentage
Name and Address the Company and Shares of
the Bank (1) Beneficially Owned (2) Ownership(3)
- ------------------------- ----------------------- -------------------------------------
Earl W. Allen, Sr. Director of the 3,218 (4) 0.18%
3842 Washington Road Bank
Martinez, Georgia 30907
William J. Badger Director 30,039 (5) 1.65%
P. O. Box 1039
Evans, Georgia 30809
J. Pierce Blanchard, Jr. Executive Vice 1,312 (6) 0.07%
3530 Wheeler Road President -
Augusta, Georgia 30909 Branch
Administration
of the Bank
James G. Blanchard, Jr. Director of the 18,645 (7) 1.02%
610 High Hampton Drive Bank
Martinez, GA 30907
R. Daniel Blanton Director, 140,276 (8) 7.71%
3530 Wheeler Road President and
Augusta, Georgia 30909 Chief
Executive Officer
William P. Copenhaver Director 19,680 (9) 1.08%
3531 Interlachen Road
Martinez, Georgia 30907
Warren A. Daniel Director of the 6,639 (10) 0.36%
P. O. Box 14445 Bank
Augusta, Georgia 30919
11
Patricia E. Leopard Senior Vice 8,882 (11) 0.49%
3530 Wheeler Road President and
Augusta, Georgia 30909 Director of
Marketing of the
Company and Group
Vice President
and Director of
Marketing of the
Bank
Dr. Shirley A. R. Lewis Director of the -- --
1238 Beman Street Bank
Augusta, Georgia 30904
Tom C. McLaughlin Group Vice 837 .05%
3530 Wheeler Road President and
Augusta, Georgia 30909 Senior Lending
Officer of the
Bank
Edward G. Meybohm Vice Chairman of 87,650 (12) 4.81%
3523 Walton Way the Board of the
Augusta, Georgia 30909 Company and
Chairman of the
Board of the Bank
Travers W. Paine III Corporate 28,137 (13) 1.55%
945 Broad Street Secretary
Suite 220 and Director
Augusta, Georgia 30901
Robert W. Pollard, Jr. Chairman of the 152,614 (14) 8.38%
6313 Keg Creek Road Board of the
Appling, Georgia 30802 Company, Vice
Chairman of the
Board of the Bank
Larry S. Prather Director of the 9,788 (15) 0.54%
302 Louisville Street Bank
Harlem, Georgia 30907
Larry E. Sconyers Director of the -- --
3052 Richmond Hill Rd. Bank
Augusta, Georgia 30906
Randolph R. Smith, MD Director 94,441 (16) 5.19%
811 Thirteenth Street
Suite 28, Bldg. 3
Augusta, Georgia 30901
Ronald L. Thigpen Director, 4,713 (17) 0.26%
3530 Wheeler Road Executive Vice
Augusta, Georgia 30909 President and
Chief Operating
Officer
John W. Trulock, Jr.5-B Director 393 .02%
George C. Wilson Court
Augusta, GA 30909
All executive officers and directors 607,264 33.36%
of the Company and Bank as a group
(18 persons)
12
Other Beneficial Owners of Greater than 5% of the Company's Common Stock
- ------------------------------------------------------------------------
Estate of Robert W. 319,231 (18) 17.54%
Pollard, Sr.
5975 Washington Road
Appling, Georgia 30802
Levi A. Pollard 124,013 (19) 6.82%
3310 Scotts Ferry Road
Appling, Georgia 30802
1. Each person holds the offices and directorships listed with both the Company
and the Bank unless otherwise noted.
2. Information relating to beneficial ownership of Common Stock by directors
is based upon information furnished by each person using "beneficial
ownership" concepts set forth in the rules of the Securities and Exchange
Commission ("SEC") under the Securities and Exchange Act of 1934, as
amended. Under such rules, a person is deemed to be a "beneficial owner" of
a security if that person has or shares "voting power", which includes the
power to vote or direct the voting of such security, or "investment power",
which includes the power to dispose of or to direct the disposition of such
security. The person is also deemed to be a beneficial owner of any security
of which that person has right to acquire beneficial ownership within 60
days. Under such rules, more than one person may be deemed to be a
beneficial owner of the same securities, and a person be deemed to be a
beneficial owner of securities as to which he or she may disclaim any
beneficial ownership. Accordingly, nominees are named as beneficial owners
of shares as to which they may disclaim any beneficial interest. Except as
indicated in other notes to this table describing special relationships with
other persons and specifying shared voting or investment power, directors
possess sole voting and investment power with respect to all shares of
Common Stock set forth opposite their names.
3. Based on 1,820,368 shares issued and outstanding. There are no options to
purchase the Common Stock outstanding.
4. Includes 380 shares held by Mr. Allen's grandchildren as to which Mr. Allen
disclaims beneficial ownership.
5. Includes 2,566 shares held by Mr. Badger's wife in an IRA and 575 shares
held by Mr. Badger in an IRA.
6. Includes 1,179 shares held in Mr. Blanchard's IRA and 133 shares held
jointly with Mr. Blanchard's wife.
7. Includes 14,739 shares in a Profit Sharing Plan of which Mr. Blanchard is a
beneficiary, 1,915 shares in Mr. Blanchard's IRA, 460 shares held jointly
with Mr. Blanchard's wife and 1,531 shares held in his IRA.
8. Includes 67,118 shares held by Mr. Blanton's wife , 4,115 shares held
jointly with Mr. Blanton's wife, 29,037 shares held in trust by Mr.
Blanton's wife, as trustee, for their minor children, and 1,760 shares held
in Mr. Blanton's children's name.
9. Includes 1,557 shares held by Mr. Copenhaver's wife.
10. Includes 1,800 shares held in Mr. Daniel's IRA.
11. Includes 6,785 shares held by Mrs. Leopard's husband, mother and children,
350 shares held in Mrs. Leopard's husband's IRA and 350 shares held in Mrs.
Leopard's IRA.
12. Includes 21,965 shares owned by a pension and profit sharing plan as to
which Mr. Meybohm is a beneficiary.
13. Includes 1,098 shares held by Mr. Paine's wife, 1430 shares held by his
minor children and 9,388 shares held by Mr. Paine in his IRA.
14. Includes 1,225 shares held by Mr. Pollard's wife and 34,752 shares held in
trust for their minor children, 555 shares held by Mr. Pollard's child, and
3,640 shares held in Mr. Pollard's IRA.
15. Includes 5,555 shares held by Prather Construction Co. Profit Sharing Plan,
as to which Mr. Prather is a trustee and beneficiary.
16. Includes 24, 830 shares held in a pension and profit sharing plan as to
which Dr. Smith is a beneficiary
17. Includes 3,628 shares held in Mr. Thigpen's IRA, 50 shares held by Mr.
Thigpen's child and 1,035 shares held jointly with Mr. Thigpen's wife.
18. Includes 1,231 shares held by Mr. Pollard's widow but excludes shares owned
by Mr. Pollard's adult children or held in trust by such persons for their
own minor children and shares held by his son-in-law, Mr. Blanton, as to all
of which the estate of Mr. Pollard disclaims beneficial ownership.
19. Includes 12,552 shares held in trust for Mr. Pollard's children.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and the Bank have had, and expect to have in the future,
banking and other business transactions in the ordinary course of business with
directors and officers of the Company and Bank and their related interests,
including corporations, partnerships or other organizations in which such
officers or directors have a 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. Such transactions
have not and will not involve more than the normal risk of collectability nor
present other unfavorable features to the Company or the Bank.
13
Loans outstanding to officers, directors and affiliates totaled $10,116,611
and aggregated 42.4% of the Company's Shareholders' equity at December 31, 1997.
Deposit accounts with officers, directors and affiliates of the Company and the
Bank totaled $3,851,000 at December 31, 1997.
The law firm of Paine Little LLP, in which Mr. Paine is a partner, serves
as legal counsel to the Company and Bank in connection with a variety of
matters. Such services have been, and will continue to be, provided at rates
less than or equal to the prevailing rates in the Augusta area for comparable
services from unrelated parties. This representation has been approved by the
Board of Directors of the Company and Bank, with Mr. Paine abstaining.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors has an Executive Committee, Audit
Committee, and Compensation Committee.
The Executive Committee is responsible for making recommendations to the
Board on a variety of matters, including the nomination of individuals for
election to the Company's Board of Directors. During 1997, the Executive
Committee's members included: Robert W. Pollard, Jr., Chairman, R. Daniel
Blanton, William P. Copenhaver, Edward G. Meybohm, Travers W. Paine III, Dr.
Randolph R. Smith and Ronald L. Thigpen. The Executive Committee held seven
meetings during 1997.
The Audit Committee meets, at a minimum, quarterly prior to the regular
Bank Board meeting. The Company's internal auditor meets with this Committee
and presents a report. The chairman of the Audit Committee makes a report to
the full Board of Directors at the next scheduled meeting. The Audit Committee
has the responsibility of reviewing the Company's financial statements,
evaluating internal accounting controls, reviewing reports of regulatory
authorities, and determining that all audits and examinations required by law
are performed. The Committee recommends to the Board the appointment of the
Company's independent auditors for the next fiscal year, reviews and approves
the internal auditors audit program, and reviews with the independent auditors
the results of the annual audit and management's response thereto. During 1997,
the Company's Audit Committee members were Dr. Randolph R. Smith, Chairman,
William J. Badger, and John W. Trulock, Jr. Robert W. Pollard, Jr. and E. G.
Meybohm are Ex-Officio members. The Audit Committee met four times during 1997.
The Compensation Committee is responsible for making recommendations to the
Company Board to assure that competitive and fair compensation is provided to
the officers and employees in order to recruit and retain quality personnel.
This Committee periodically reviews and revises salary ranges and total
compensation programs for officers and employees using an outside consultant to
recommend salary ranges based upon current surveys of peer group market salaries
for specific jobs. During 1997, the Compensation Committee was comprised of the
following members: Robert W. Pollard, Jr., Chairman, William P. Copenhaver, and
E. G. Meybohm. The Compensation Committee held four meetings during 1997. See
"Compensation Committee Report."
The full Board of Directors of the Company held seven meetings, and the
Board of Directors of the Bank held thirteen meetings, during the year ended
December 31, 1997. All of the Directors of the Company attended at least 75% of
such meetings and the meetings of each committee on which they served.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
regulations of the Securities and Exchange Commission thereunder require the
Company's executive officers and directors and persons who own more than ten
percent of the Company's Common Stock, as well as certain affiliates of such
persons, to file reports of initial ownership of the Company's Common Stock and
changes in such ownership with the Securities and Exchange Commission.
Executive officers, directors and persons owning more than ten percent of the
Company's Common Stock are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on its review of the copies of such forms received by it and
written representations that no other reports were required for those persons,
14
the Company believes that, during the fiscal year ended December 31, 1997 all
filing requirements applicable to its executive officers, directors, and owners
of more than ten percent of the Company's Common Stock were complied with in a
timely manner except that William J. Badger and Travers W. Paine III each filed
a delinquent Form 4 reflecting a sale transaction, which delinquency was due to
oversight.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, Atlanta, Georgia, acted as the Company's principal
independent certified public accountants for the fiscal year ended December 31,
1997. KPMG Peat Marwick LLP has been selected by the Board of Directors to act
as the Company's independent certified public accountants for the current fiscal
year ending December 31, 1998. Representatives of KPMG Peat Marwick LLP are
expected to be present at the Shareholders' Meeting and will have the
opportunity to make a statement if they desire to do so and to respond to
appropriate questions.
SHAREHOLDERS' PROPOSALS FOR 1999 ANNUAL MEETING
Proposals of shareholders intended to be presented at the Company's 1999
Annual Meeting of Shareholders should be submitted to the Secretary of the
Company by certified mail, return receipt requested, and must be received by the
Company at its offices in Augusta, Georgia, on or before November 26, 1998, to
be eligible for inclusion in the Company's proxy statement and form of proxy for
that meeting.
OTHER MATTERS
Management of the Company is not aware of any other matter to be presented
for action at the Meeting other than those mentioned in the Notice of Annual
Meeting of Shareholders and referred to in this Proxy Statement. If any other
matters come before the Meeting, it is the intention of the persons named in the
enclosed Proxy to vote on such matters in accordance with their judgment. The
Bylaws of the Company required that any matter to be presented for action other
than those approved by the Board of Directors, the Chairman of the Board or the
President must be submitted to the Secretary of the Company by April 8, 1998.
A copy of the Company's 1997 Annual Report on Form 10-KSB is included
herewith and is also available without charge (except for exhibits) upon written
request to Georgia Bank Financial Corporation, 3530 Wheeler Road, Augusta,
Georgia, 30309, Attention: Ronald L. Thigpen, Executive Vice President.
By Order of the Board of Directors
/s/ Travers W. Paine III
--------------------------------------
Augusta, Georgia Travers W. Paine III
March 26, 1998 Corporate Secretary
15
GEORGIA BANK FINANCIAL CORPORATION
3530 WHEELER ROAD
AUGUSTA, GEORGIA 30909
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF GEORGIA BANK FINANCIAL CORPORATION
FOR
THE 1998 ANNUAL MEETING OF SHAREHOLDERS
APRIL 22, 1998
The undersigned hereby appoints J. Pierce Blanchard, Jr. and Patricia E.
Leopard, and each of them, with full power of substitution, proxies to vote the
shares of stock which the undersigned could vote if personally present at the
1998 Annual Meeting of Shareholders of Georgia Bank Financial Corporation to be
held at 4:00 p.m., on April 22, 1998 at the principal offices of the Company,
3530 Wheeler Road, Augusta, Georgia, or at any adjournment thereof.
(1) Election of Directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY TO VOTE
(except as marked to the contrary) for all nominees listed
below:
William J. Badger Robert W. Pollard, Jr. Randolph R. Smith, M.D.
R. Daniel Blanton E. G. Meybohm Ronald L. Thigpen
William P. Copenhaver Travers W. Paine III John W. Trulock, Jr.
(Instruction: To withhold authority to vote for any individual nominee,
strike a line through that nominee's name)
CONTINUED ON REVERSE
(2) In their discretion, upon such other matters as may properly come
before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy will be voted in accordance with the direction of the
undersigned as marked. If no direction is given, this proxy will be voted
"FOR" THE NOMINEES LISTED.
Dated:____________________________1998
_____________________________________
_____________________________________
Signature(s) of Shareholder Please sign
exactly as name appears hereon. If
shares are held jointly each
shareholder should sign. Agents,
executors, administrators, guardians,
trustees, etc. should use full title.
If the shareholder is a corporation,
please sign full corporate name by an
authorized officer.
PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IN THE ENCLOSED POSTPAID
ENVELOPE.