Great Pee Dee Bancorp, Inc.
515 Market Street
Cheraw, South Carolina 29520
(843) 537-7656
September 16, 2002
Dear Stockholder:
You are cordially invited to attend the 2002 Annual Meeting of Stockholders
of Great Pee Dee Bancorp, Inc. (the "Company"), which will be held at the
Matheson Memorial Library, 227 Huger Street, Cheraw, South Carolina at 2:00 p.m.
(South Carolina time) on Wednesday, October 16, 2002.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted. During the meeting we will also report on the
operations of the Company and First Federal Savings and Loan Association of
Cheraw (the "Association"), the wholly-owned subsidiary of the Company.
Directors and officers of the Company and Association will be present to respond
to any questions that stockholders may have. Also enclosed for your review is
our Annual Report to Stockholders, which contains detailed information
concerning the activities and operating performance of the Company.
The business to be conducted at the Annual Meeting consists of the election
of three directors and the ratification of the appointment of independent
auditors for the fiscal year ending June 30, 2003. The Board of Directors of the
Company has determined that the matters to be considered at the Annual Meeting
are in the best interest of the Company and its stockholders, and the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
On behalf of the Board of Directors, we urge you to sign, date and return
the enclosed proxy card as soon as possible even if you currently plan to attend
the Annual Meeting. 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/ Herbert W. Watts
-------------------------------------
Herbert W. Watts
President and Chief Executive Officer
Great Pee Dee Bancorp, Inc.
515 Market Street
Cheraw, South Carolina 29520
(843) 537-7656
NOTICE OF
2002 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On October 16, 2002
Notice is hereby given that the Annual Meeting of Stockholders of Great Pee
Dee Bancorp, Inc. (the "Company") will be held at the Matheson Memorial Library,
227 Huger Street, Cheraw, South Carolina, on Wednesday, October 16, 2002 at 2:00
p.m., South Carolina time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed. The
Annual Meeting is for the purpose of considering and acting upon:
1. The election of three directors;
2. The ratification of Dixon Odom PLLC as independent auditors for the fiscal
year ending June 30, 2003; and
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 the foregoing proposals at the Annual Meeting on
the date specified above, or on any date or dates to which the Annual Meeting
may be adjourned. Stockholders of record at the close of business on September
10, 2002, are the stockholders entitled to vote at the Annual Meeting, and any
adjournments thereof. A list of stockholders entitled to vote at the Annual
Meeting will be available at First Federal Savings and Loan Association of
Cheraw, 515 Market Street, Cheraw, South Carolina for a period of ten days prior
to the Annual Meeting and will also be available for inspection at the meeting
itself.
By Order of the Board of Directors
/s/ Johnnie L. Craft
----------------------------------
Johnnie L. Craft
Secretary
Cheraw, South Carolina
September 16, 2002
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT
THE ANNUAL MEETING. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE
UNITED STATES.
Great Pee Dee Bancorp, Inc.
515 Market Street
Cheraw, South Carolina 29520
(843) 537-7656
-------------------------------------
PROXY STATEMENT
-------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
October 16, 2002
-------------------------------------
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Great Pee Dee Bancorp, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders of the Company (the
"Annual Meeting"), which will be held at the Matheson Memorial Library, 227
Huger Street, Cheraw, South Carolina, on Wednesday, October 16, 2002, at 2:00
p.m., South Carolina time, and at all adjournments of the Annual Meeting. The
accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement
are first being mailed to stockholders on or about September 20, 2002.
Regardless of the number of shares of Common Stock owned, it is important
that stockholders be represented by proxy or be present in person at the Annual
Meeting. Stockholders are requested to vote by completing the enclosed Proxy
Card and returning it, signed and dated, in the enclosed postage-paid envelope.
Stockholders are urged to indicate the way they wish to vote in the spaces
provided on the proxy card. 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, signed proxies will be voted FOR the election of the
nominees for director named in this Proxy Statement, and FOR the ratification of
Dixon Odom PLLC as independent auditors for the fiscal year ending June 30,
2003.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholders discretionary authority to vote
the shares in accordance with their best judgement on such other business, if
any, that may properly come before the Annual Meeting or any adjournments
thereof.
Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof.
Proxies may be revoked at any time prior to exercise by sending written
notice of revocation to the Secretary of the Company, Johnnie L. Craft, at the
address of the Company shown on the
1
cover page of this Proxy Statement, or by delivering to the Company a duly
executed proxy bearing a later date. The presence at the Annual Meeting of any
stockholder who had given a proxy shall not revoke the proxy unless the
stockholder delivers his or her ballot in person at the Annual Meeting or
delivers a written revocation to the Secretary of the Company prior to the
voting of such proxy. If you are a stockholder whose shares are not registered
in your own name, however, you will need appropriate documentation from your
record holder to vote personally at the Annual Meeting.
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. Proxies may also be solicited personally or by mail and
telephone by the Company's Directors, officers and regular employees, without
additional compensation therefor. The Company will also request persons, firms
and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
VOTING SECURITIES
Holders of record of the Company's common stock, par value $.01 per share
(the "Common Stock") as of the close of business on September 10, 2002 (the
"Record Date") are entitled to one vote for each share then held, except as
described below. As of the Record Date, the Company had 1,755,612 shares of
Common Stock issued and outstanding (excluding treasury shares). 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 is necessary to constitute a
quorum at this Annual Meeting. In the event there are not sufficient votes for a
quorum, or to approve or ratify any matter being presented, at the time of this
Annual Meeting, the Annual Meeting may be adjourned in order to permit the
further solicitation of proxies.
In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of Common Stock who beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") are not entitled to
any vote with respect to the shares held in excess of the Limit. The Company's
Certificate of Incorporation authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the Limit, including determining
whether persons or entities are acting in concert, and (ii) to demand that any
person who is reasonably believed to beneficially own stock in excess of the
Limit supply information to the Company to enable the Board to implement and
apply the Limit.
VOTING PROCEDURES AND METHOD OF COUNTING VOTES
As to the election of Directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote FOR the election of the three
nominees proposed by the Board, or to WITHHOLD AUTHORITY to vote for the
nominees being proposed. Under Delaware law and the Company's Certificate of
Incorporation and Bylaws, Directors are elected by a plurality of votes cast,
without regard to either broker non-votes, or proxies as to which authority to
vote for the nominees being proposed is withheld.
2
As to the ratification of the appointment of independent auditors, the
proxy card being provided by the Board of Directors enables a stockholder to
check the appropriate box on the proxy card to (i) vote "FOR", (ii) vote
"AGAINST", or (iii) vote to "ABSTAIN" from voting on, such matter. An
affirmative vote of the holders of a majority of the Common Stock present at the
Annual Meeting, in person or by proxy, and voting is required to constitute
ratification by the stockholders. Shares as to which the "ABSTAIN" box has been
selected on the proxy card will be counted as shares present and voting and will
have the effect of a vote against the matter for which the "ABSTAIN" box has
been selected. In contrast, broker non-votes will not be counted as shares
present and voting and will have no effect on the vote on the matter presented.
Proxies solicited hereby will be returned to the Company, and will be
tabulated by an inspector of election designated by the Board.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons and groups who beneficially own in excess of 5% of the Common Stock
are required to file certain reports with the Company and with the Securities
and Exchange Commission (the "SEC") regarding such ownership pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"). The following table sets
forth information regarding each person known to be the beneficial owner of more
than 5% of the Company's outstanding shares of Common Stock on the Record Date.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owner Ownership Outstanding
The Great Pee Dee Bancorp, Inc. 185,258(1) 10.5%
Employee Stock Ownership Plan and Trust
515 Market Street
Cheraw, South Carolina 29520
First Citizens Bancorporation of South Carolina, Inc. 119,000(2) 6.8%
1230 Main Street
Columbia, South Carolina 29201
Herbert W. Watts 120,513(3) 6.8%
515 Market Street
Cheraw, South Carolina 29520
- --------------------------------
(1) Under The Great Pee Dee Bancorp, Inc. Employee Stock Ownership Plan and
Trust (the "ESOP"), shares allocated to participants' accounts are voted in
accordance with the participants' directions. Unallocated shares held by
the ESOP are voted by the Trustees in the manner calculated to most
accurately reflect the instructions they have received from the
participants regarding the allocated shares. As of the Record Date, 47,914
shares of Common Stock have been allocated to the accounts of employees
under the ESOP. The Trustees of the ESOP are the Outside Directors of the
Company.
(2) Based on a Schedule 13D filed November 12, 1998.
(3) Includes 60,558 shares that may be acquired pursuant to presently
exercisable options, which are deemed to be beneficially owned by Mr.
Watts.
PROPOSAL 1--ELECTION OF DIRECTORS
Directors of the Company are generally elected to serve for a three-year
period and until their respective successors shall have been elected and shall
qualify. Three directors will be elected at the
3
Annual Meeting to serve for a three-year period and until a successor has been
elected and qualified. The Board of Directors has nominated Herbert W. Watts,
James C. Crawford, III and Cornelius B. Young to serve as directors, each of
whom currently serves as a member of the Board of Directors.
The table below sets forth certain information regarding the Company's
Board of Directors and nominees. It is intended that the proxies solicited on
behalf of the Board of Directors will be voted at the Annual Meeting for the
election of the nominees identified below (unless otherwise directed on the
proxy card). If a nominee is unable to serve, the shares represented by all such
proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
why the nominees might be unable to serve, if elected.
Term to Shares of
Expire following Common Stock
Positions Fiscal Year Beneficially
Held in the Director Ending Owned on Percent
Name Age(1) Company Since(2) June 30 Record Date(3) Of Class
----- ------ ------- -------- ------- -------------- --------
NOMINEES
Herbert W. Watts 58 President, Chief 1977 2005 120,513(4)(5) 6.8%
Executive Officer
and Director
James C. Crawford, III 46 Chairman 1992 2005 79,959(6)(7) 4.5
Cornelius B. Young 69 Director 1985 2005 66,539(6)(7)(8) 3.8
DIRECTORS CONTINUING IN OFFICE
William R. Butler 53 Director 1992 2003 74,239(6)(7)(8) 4.2
H. Malloy Evans, Jr. 60 Director 2000 2003 11,712(7) *
Henry P. Duvall, IV 71 Director 1964 2004 34,802(6)(7) 2.0
John S. Long 48 Director, Vice President and 1998 2004 59,868(9)(10) 3.4
Chief Operating Officer
Robert M. Bennett, Jr. 48 Director 2001 2004 19,825(7) *
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Michael O. Blakeley 56 Vice President n/a n/a 8,160(11) *
Johnnie L. Craft 59 Secretary and Treasurer n/a n/a 40,606(12) 2.3
All Directors, nominees and Executive Officers 426,071(13) 24.3%
as a Group (10 persons)
- ------------------------------------
* Less than 1%.
(1) As of June 30, 2002.
(2) Reflects initial appointment to the Board of Directors of the Company or
the Association.
(3) Includes shares owned directly and indirectly as well.
(4) Includes 60,558 options granted pursuant to the Company's 1998 Stock Option
Plan (the "Option Plan"), which options are currently exercisable.
(5) Includes 6,411 shares held by a deferred compensation plan.
(6) Includes 14,534 options granted pursuant to the Option Plan, which options
are currently exercisable.
(Footnotes continued on following page)
4
(7) Includes 7,692 shares held by a deferred compensation plan for the benefit
of Messrs. Watts and Long, as to which all outside directors serve as
trustees.
(8) Includes 22,000 shares owned by the First Federal Savings and Loan
Association of Cheraw Foundation, as to which Messrs. Young and Butler
serve as directors.
(9) Includes 39,969 options granted pursuant to the Option Plan, which options
are currently exercisable.
(10) Includes 1,281shares held by a deferred compensation plan.
(11) Includes 3,600 shares granted under the Company's 1998 Recognition and
Retention Plan, which are subject to future vesting
but as to which voting may be currently directed, and 3,667 options
granted pursuant to the Option Plan, which options are currently
exercisable.
(12) Includes 24,223 options granted pursuant to the Option Plan, which options
are currently exercisable.
(13) Includes 186,553 options granted pursuant to the Option Plan, which options
are currently exercisable. Excludes shares of
Common Stock owned by the Company's ESOP for the benefit of the
employees of the Association other than executive officers. The ESOP
Administrative Committee administers the ESOP. Under the terms of the
ESOP, shares of Common Stock allocated to the account of employees are
voted in accordance with the instructions of the respective employees.
Unallocated shares are voted by the ESOP Trustees in the manner
calculated to most accurately reflect the instructions they have
received from the participants regarding the allocated shares, unless
their fiduciary duties require otherwise. As of the Record Date, the
ESOP held 185,258 shares of Common Stock, of which 47,914 shares have
been allocated, including 32,785 shares allocated to the executive
officers and included in the above table. The Trustees of the ESOP are
Directors of the Company.
Directors
The principal occupation during the past five years of each director and
executive officer of the Company is set forth below. All directors have held
their present positions for five years unless otherwise stated.
Robert M. Bennett, Jr. is Vice President-Secretary of Bennett Motor
Company, a General Motors dealership located in Cheraw, South Carolina.
Henry P. Duvall IV is retired. Prior to his retirement, Mr. Duvall was the
President and Chief Executive Officer of Cheraw Hardware and Supply Company.
John S. Long became Vice President of the Association in November 1997 and
Chief Operating Officer in June 1998. Prior to joining the Association, Mr. Long
was Senior Vice President of The County Bank.
Herbert W. Watts is the President and Chief Executive Officer of the
Association. Mr. Watts has been employed by the Association in various
capacities since 1973.
James C. Crawford III is the President and Chief Operating Officer of B.C.
Moore & Sons, Inc., a department store chain.
Cornelius B. Young is retired. Prior to his retirement, Mr. Young was a
Senior Manager of Delta Mills, a division of Delta-Woodside, Inc., a textile
manufacturing company.
William R. Butler is the owner of P&H Pharmacy which is a retail pharmacy
located in Cheraw, South Carolina. Mr. Butler is a licensed pharmacist.
H. Malloy Evans, Jr. is Director, President and Treasurer of Cheraw Yarn
Mill, Inc., where he has been employed since 1971. Mr. Evans is also the past
President of the American Yarn Spinners Association.
5
Executive Officers Who Are Not Directors
Michael O. Blakeley has been a Vice President of the Association since May
2000, and serves as city executive of the Association's office located in
Florence, South Carolina. Before joining the Association, Mr. Blakeley served as
the Vice President and Senior Business Banker of the Pee Dee Region for Wachovia
Bank.
Johnnie L. Craft has been the Secretary and Treasurer of the Association
since 1988.
Committees and Meetings of the Board of Directors
The business of the Company and the Association is conducted through
regular and special meetings of the Board of Directors and its committees. The
Board of Directors of the Company met six times during fiscal 2002. During the
fiscal year ended June 30, 2002, the Board of Directors of the Association held
25 meetings. No director attended fewer than 75% of the total meetings held by
the Board of Directors and the committees on which such director served, with
respect to each of the Company and the Association. The following is a
discussion of certain committees of the Association. The Association's Audit
Committee functions as the audit committee of the Company, and the Association's
Personnel Committee functions as the personnel committee of the Company.
The Audit Committee consists of Directors Butler, Duvall, Young and
Bennett, all of whom are nonemployee directors. The Audit Committee reviews the
scope and results of the year-end audit with the independent accountants and
reviews with management and the independent accountants the Company's year-end
audit. In addition, the committee annually reviews the Company's audit policies
and recommends any necessary changes to the Board of Directors. During fiscal
2002, the Audit Committee held one meeting.
The Budget and Finance Investments Committee meets periodically to review
the Company's investment policies, and it is authorized to make security
investments on behalf of the Company. The Budget and Finance Investments
Committee is composed of Directors Watts, Young , Long and Evans, and in the
absence of a member, any one of the other members of the Board of Directors may
be substituted for the absent member of the committee. During fiscal 2002, this
committee met four times.
The Personnel Committee consists of all outside Directors. The Personnel
Committee reviews compensation, officer promotions, benefits and other matters
of personnel policy and practice. During fiscal 2002, this committee met one
time.
The entire Board of Directors serves as the nominating committee. While the
Board will consider nominees recommended by the stockholders, it has not
actively solicited recommendations from stockholders. Nominations by
stockholders must comply with certain procedural and informational requirements
set forth in the Company's Bylaws. See "Advance Notice of Business to be
Conducted at an Annual Meeting." The Board of Directors met once in its capacity
as the nominating committee during fiscal 2002.
6
Audit Committee Report
In accordance with rules established by the SEC, the Audit Committee has
prepared the following report. The Board of Directors has adopted a written
charter for the Audit Committee.
As part of its ongoing activities, the Audit Committee has:
o Reviewed and discussed with management the Company's audited
consolidated financial statements for the fiscal year ended June
30, 2002;
o Discussed with the independent auditors the matters required to
be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as amended; and
o Received the written disclosures and the letter from the
independent auditors required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees,
and has discussed with the independent auditors their
independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2002 and be filed with the SEC.
This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The Audit Committee
William R. Butler
Henry P. Duvall, IV
Cornelius B. Young
Robert M. Bennett, Jr.
7
Director Compensation
The Association pays a $700 monthly retainer to each of its directors,
except for the Chairman, who is paid a $1,600 monthly retainer. Each director is
also paid $150 for each meeting attended. The Company does not pay fees to its
directors.
Executive Compensation
The following table sets forth certain information as to the compensation
paid to the President and Chief Executive Officer and the Vice President and
Chief Operating Officer (the "Named Executive Officers") for the fiscal years
ended June 30, 2002, 2001 and 2000. No other officer of the Company earned
$100,000 in salary and bonus for the 2002 fiscal year.
Summary Compensation Table
Long-Term Compensation
Annual Compensation(1) Awards
Other Restricted
Annual Stock Options/ All Other
Name and Principal Fiscal Compensation Award SARs Compensation
Position Year(1) Salary($) Bonus($) ($)(2) ($) (#) ($)(3)
Herbert W. Watts, 2002 89,012 11,500 12,750 -- -- 60,034
President, Chief Executive 2001 85,011 11,000 13,050 -- -- 32,971
Officer and Director 2000 81,685 7,500 18,260 -- -- 18,288
John S. Long, Vice 2002 87,500 16,500 12,300 -- -- 35,321
President, Chief Operating 2001 81,000 12,500 12,750 -- -- 14,086
Officer and Director 2000 74,625 12,500 12,150 -- -- 9,550
- ---------------
(1) For the fiscal year ended June 30.
(2) Consists of directors fees and deferred compensation.
(3) Represents the market value at June 30 of shares allocated to the
executive's ESOP during the fiscal year.
Employment Agreements. The Association has entered into employment
agreements with Mr. Watts and Mr. Long that provide for a term of thirty-six
months. On each anniversary date, the agreements may be extended for an
additional twelve months, so that the remaining term shall be thirty-six months.
If the agreements are not renewed, the agreements will expire thirty-six months
following the anniversary date. The current Base Salary for Mr. Watts is $93,500
and for Mr. Long is $93,500. The Base Salary may be increased but not decreased.
In addition to the Base Salary, the agreement provides for, among other things,
participation in stock benefit plans and other employee and fringe benefits
applicable to executive personnel. The agreements provide for termination by the
Association for cause at any time. In the event the Association terminates the
executive's employment for reasons other than for cause, or in the event of the
executive's resignation from the Association upon (i) failure to re-elect the
executive to his current offices, (ii) a material change in the executive's
functions, duties or responsibilities, or relocation of his principal place of
employment by more than thirty (30) miles, (iii) liquidation or dissolution of
the Association, or (iv) a breach of the agreement by the Association, the
executive, or in the event of death, his beneficiary
8
would be entitled to severance pay in an amount equal to three times the annual
rate of Base Salary (which includes any salary deferred at the election of Mr.
Watts or Mr. Long) at the time of termination, plus the highest annual cash
bonus paid to him during the prior three years. The Association would also
continue the executive's life, health, dental and disability coverage for the
remaining unexpired term of the agreement.
The executive's employment may be terminated upon his attainment of normal
retirement age (i.e., age 65) or in accordance with any retirement policy
established by the Association (with executive's consent). Upon retirement, the
executive will be entitled to all benefits available to him under any retirement
or other benefit plan maintained by the Association. In the event of the
executive's disability for a period of six months, the Association may terminate
the agreement provided that the Association will be obligated to pay the
executive his Base Salary for the remaining term of the agreement or one year,
whichever is longer, reduced by any benefits paid to the executive pursuant to
any disability insurance policy or similar arrangement maintained by the
Association. In the event of the executive's death, the Association will pay his
Base Salary to his named beneficiaries for one year following his death, and
will also continue medical, dental, and other benefits to his family for one
year.
The employment agreements provide that, following termination of
employment, the executive will not compete with the Association for a period of
one year, provided, however, that in the event of a termination in connection
with a change in control, the non-compete provisions will not apply.
Stock Option Plan. The Board of Directors of the Company has established a
stock option plan which provides discretionary awards to its officers and key
employees. The granting of awards under the option plan is determined by the
Board of Directors.
Set forth below is certain information concerning options outstanding to
the Named Executive Officers at June 30, 2002. No options were exercised by or
granted to the Named Executive Officers during the year ended June 30, 2002.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
=========================================================================================================================
Number of Unexercised Value of Unexercised In-
Options at The-Money Options at
Shares Acquired Year-End Year-End (1)
Name Upon Exercise Value Realized
Exercisable/Unexercisable Exercisable/Unexercisable
(#) ($)
Herbert W. Watts......... 0 $-- 60,558/0 126,566/0
John S. Long............. 0 $-- 39,969/0 83,535/0
========================= =================== ================== ========================== ==========================
(1) Equals the difference between the aggregate exercise price of
such options and the aggregate fair market value of the shares of
Common Stock that would be received upon exercise, assuming such
exercise occurred on June 30, 2002, at which date the last trade
price of the Common Stock as quoted on the Nasdaq National Market
was $13.00.
9
Transactions With Certain Related Persons
The Association has a policy of offering to its directors and officers real
estate mortgage loans secured by their principal residence as well as other
loans. All of the loans to the directors and officers are made on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with the general public, and do not involve
more than minimal risk of collectibility. Loans to directors, executive officers
and their associates totaled $583,508 at June 30, 2002.
PROPOSAL 2--RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended June 30, 2002
were Dixon Odom PLLC. The Company's Board of Directors has reappointed Dixon
Odom PLLC to continue as independent auditors of the Company for the fiscal year
ending June 30, 2003, subject to ratification of such appointment by the
stockholders. It is expected that a representative of Dixon Odom PLLC will
attend the Annual Meeting and will be given the opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions from shareholders present at the Annual Meeting.
Set forth below is certain information concerning aggregate fees billed for
professional services rendered by Dixon Odom PLLC during the fiscal year ended
June 30, 2002:
Audit Fees $ 36,500
Financial Information Systems
Design and Implementation Fees $ --
All Other Fees $ 24,347
The Audit Committee has considered whether the provision of non-audit
services, which relate primarily to tax services rendered, is compatible with
maintaining Dixon Odom PLLC's independence. The Audit Committee concluded that
performing such services does not affect Dixon Odom PLLC's independence in
performing its function as auditor of the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF DIXON ODOM PLLC AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR
THE FISCAL YEAR ENDING JUNE 30, 2003.
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before an
annual meeting. In order for a stockholder to properly bring business before an
annual meeting, or to propose a nominee to the Board, the stockholder must give
written notice to the Secretary of the Company not less than ninety
10
(90) days before the date fixed for such meeting; provided, however, that in the
event that less than one hundred (100) days notice or prior public disclosure of
the date of the meeting is given or made, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name,
record address, and number of shares owned by the stockholder, describe briefly
the proposed business, the reasons for bringing the business before the annual
meeting, and any material interest of the stockholder in the proposed business.
In the case of nominations to the Board, certain information regarding the
nominee must be provided. Nothing in this paragraph shall be deemed to require
the Company to include in its proxy statement and proxy relating to an annual
meeting any stockholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
The date on which the 2003 Annual Meeting of Stockholders is expected to be
held is October 14, 2003. Accordingly, advance written notice of business or
nominations to the Board of Directors to be brought before the 2003 Annual
Meeting of Stockholders must be given to the Company no later than July 16,
2003.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy material for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's office, 515 Market
Street, Cheraw, South Carolina 29520, no later than May 19, 2003. Any such
proposals shall be subject to the requirements of the proxy rules adopted under
the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Johnnie L. Craft
-----------------------------------
Johnnie L. Craft
Secretary
Cheraw, South Carolina
September 16, 2002
11
REVOCABLE PROXY
GREAT PEE DEE BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
October 16, 2002
The undersigned hereby appoints the proxy committee of the Board of
Directors of Great Pee Dee Bancorp, Inc. (the "Company"), with full powers of
substitution to act as attorneys and proxies for the undersigned to vote all
shares of Common Stock of the Company that the undersigned is entitled to vote
at the 2002 Annual Meeting of Stockholders ("Meeting") to be held at the
Matheson Memorial Library, 227 Huger Street, Cheraw, South Carolina, at 2:00
p.m., (South Carolina time) on Tuesday, October 16, 2002. The proxy committee is
authorized to cast all votes to which the undersigned is entitled as follows:
FOR VOTE
WITHHELD
1. The election as directors |-| |-|
of the nominees listed below
(except as marked to the
contrary below) for a
three-year term:
Herbert W. Watts
James C. Crawford, III
Cornelius B. Young
INSTRUCTION: To withhold your vote for
any individual nominee, mark "Withheld"
and write that nominee's name on the space
provided.
FOR AGAINST ABSTAIN
2. The ratification of the appointment |-| |-| |-|
of Dixon Odom PLLC as auditors for
the fiscal year ending June 30, 2003
The Board of Directors recommends a vote "FOR" each of the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THE
MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the 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. This proxy may also be revoked by sending written notice to
the Secretary of the Company at the address set forth on the Notice of Annual
Meeting of Stockholders, or by the filing of a later dated proxy statement prior
to a vote being taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of notice of the Meeting, a proxy statement dated
September 16, 2002, and audited financial statements.
Dated: _________________, 2002 |_| Check Box if You Plan to Attend Meeting
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder should sign.
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Please complete and date this proxy and return it
promptly in the enclosed postage-prepaid
envelope.
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