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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. N/A)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy [ ] Confidential, for Use of
[X] Definitive proxy statement the Commission Only (as
[ ] Definitive additional materials permitted by Rule 14a-6(e)(2)
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
HABERSHAM BANCORP
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total fee paid:
- -------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- -------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- -------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- -------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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[Logo]
HABERSHAM BANCORP
Highway 441 North
P.O. Box 1980
Cornelia, Georgia 30531
(706) 778-1000
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SATURDAY, APRIL 19, 1997.
To the Shareholders of HABERSHAM BANCORP:
Notice is hereby given that the annual meeting of shareholders of
Habersham Bancorp (the "Company") will be held on Saturday, April 19, 1997, at
1:00 p.m., in the Central Office of Habersham Bank at Highway 441 North,
Cornelia, Georgia, for the following purposes:
(1) To elect the directors for the ensuing year; and
(2) To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 7, 1997
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
All shareholders are requested to mark, date, sign and return the
enclosed form of proxy as soon as possible. If you attend the meeting and wish
to vote your shares in person, you may do so at any time before the proxy is
exercised.
By Order of the Board of Directors,
David D. Stovall
President and Chief Executive Officer
March 20, 1997
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HABERSHAM BANCORP
Highway 441 North
P.O. Box 1980
Cornelia, Georgia 30531
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Habersham Bancorp (the "Company"), for
use at the annual meeting of shareholders to be held on Saturday, April 19,
1997, at 1:00 p.m., in the Central Office of Habersham Bank at Highway 441
North, Cornelia, Georgia, and at any adjournments thereof. This Proxy Statement
and the form of proxy were first mailed to shareholders on or about March 20,
1997. If the enclosed form of proxy is properly executed, returned and not
revoked, it will be voted in accordance with the specifications made by the
shareholder. If the form of proxy is signed and returned but specifications are
not made, the proxy will be voted FOR the election of the nominated directors.
Shareholders who sign proxies have the right to revoke them at any time before
they are voted by delivering to Edward D. Ariail, Vice President and Secretary
of the Company, at the Company's Central Office, either an instrument revoking
the proxy or a duly executed proxy bearing a later date or by attending the
meeting and voting in person.
The close of business on March 7, 1997 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting.
As of the close of business on the record date, the Company had
10,000,000 shares of common stock, $1.00 par value (the "Stock"), authorized, of
which 2,367,309 shares were issued and outstanding. Each such share is entitled
to one vote on matters to be presented at the meeting.
A quorum will be present if a majority of the votes entitled to be cast
are present in person or by valid proxy. Abstentions and broker non-votes (which
are described below) will be counted in determining whether a quorum exists.
Directors are elected by a plurality of the votes cast by the shares entitled to
be voted in such election. Only votes actually cast will be counted for the
purpose of determining whether a particular nominee received more votes than the
persons, if any, nominated for the same seat on the Board of Directors.
Accordingly, votes withheld by shareholders present at the annual meeting who do
not choose to vote in the election of directors will have no effect on the
outcome of the election.
All other matters that may be considered and acted upon by the
shareholders at the annual meeting require that the number of shares voted in
favor of the proposal exceed the number of shares voted against the proposal,
provided a quorum is present. Only votes actually cast will be counted for the
purpose of determining whether a proposal is approved by the shareholders.
Abstentions and broker "non-votes" resulting from a broker's inability to vote a
client's shares on non-discretionary matters are treated as "true abstentions"
under Georgia law and not as negative
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votes. Consequently, abstentions and broker non-votes will have no effect on the
outcome of the vote on other proposals that may be brought before the meeting.
THE COMPANY
The Company was organized in 1984 as a bank holding company under the
laws of the State of Georgia. The Company's bank subsidiaries, Habersham Bank
and Security State Bank, engage in general commercial banking business.
Habersham Bank also provides data processing services to financial institutions.
The Company has one direct nonbank subsidiary, The Advantage Group, Inc., and
two indirect nonbank subsidiaries, BancMortgage Financial Corp. and Appalachian
Travel Service, Inc. The Advantage Group, Inc. engages in the development and
marketing of personal computer software, provides management consulting advice
to depository institutions and administers the Company's Kids' Advantage banking
program. BancMortgage Financial Corp. is a full service mortgage lending and
servicing subsidiary located in the northern Atlanta metropolitan area.
Appalachian Travel Service, Inc. is a full service travel agency located in
Cornelia, Georgia.
OWNERSHIP OF STOCK
Principal Holders of Stock
On March 7, 1997, the Company had 609 shareholders of record. The
following table sets forth the persons who beneficially owned, as of March 7,
1997, 5% or more of the outstanding shares of Stock to the best information and
knowledge of the Company. According to rules adopted by the Securities and
Exchange Commission, one is a "beneficial owner" of securities if one has or
shares the power to vote the securities or to direct their investment. Unless
otherwise indicated, each person is the record owner of and has sole voting and
investment power with respect to, his or her shares.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class (1)
- ------------------- -------------------- -------------
John Robert Arrendale 226,030 9.55%
200 Hillcrest Heights
Cornelia, Georgia 30531
Thomas A. Arrendale, Jr. 192,500 (2) 8.11%
P.O. Box 558
Baldwin, Georgia 30511
Thomas A. Arrendale, III 267,670 (2) 11.27%
P.O. Box 558
Baldwin, Georgia 30511
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Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class (1)
- ------------------- -------------------- -------------
Cyndae Arrendale 125,000 5.28%
P.O. Box 558
Baldwin, Georgia 30511
David D. Stovall 153,447 (3) 6.35%
133 Grand Avenue
Cornelia, Georgia 30531
Footnotes
(1) The number of issued and outstanding shares used to calculate the percentage
of total ownership includes any shares covered by the option(s) issued to the
individual identified in the table.
(2) Includes 7,500 shares subject to options exercisable on or before May 6,
1997.
(3) Includes 96,248 shares owned of record by Mr. Stovall and his wife, 9,881
shares owned of record by Mr. Stovall jointly with his wife and daughter, and
47,318 shares subject to options exercisable on or before May 6, 1997. Excludes
4,936 shares (as of the latest available evaluation of 12/31/96) held in Mr.
Stovall's account in the Company's 401(k) Savings Investment Plan Trust (the
"Savings Plan"), as to which Mr. Stovall has no voting or investment power.
Stock Owned by Management
The following table sets forth the number and percentage ownership of
shares of Stock beneficially owned by each director of the Company, each
executive officer named in the Summary Compensation Table contained elsewhere in
this Proxy Statement and all directors and executive officers as a group, as of
March 7, 1997. Unless otherwise indicated, each person is the record owner of,
and has sole voting and investment power with respect to, his shares.
Number of Shares Percentage
Name and Address Beneficially Owned of Total (1)
- ---------------- ------------------ ------------
Thomas A. Arrendale, Jr. (2) 192,500 (3) 8.11%
P.O. Box 558
Baldwin, Georgia 30511
Thomas A. Arrendale, III (2) 267,670 (3) 11.27%
P.O. Box 558
Baldwin, Georgia 30511
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Number of Shares Percentage
Name of Director Beneficially Owned of Total (1)
- ---------------- ------------------ ------------
James J. Holcomb 26,350 (3) 1.11%
P.O. Box 437
Clarkesville, Georgia 30523
James A. Stapleton, Jr. 7,950 (3) (4) *
P.O. Box 40
Cornelia, Georgia 30531
David D. Stovall 153,447 (5) 6.35%
133 Grand Avenue
Cornelia, Georgia 30531
C. Kenneth White 113,163 (6) 4.76%
509 Mt. Sinai
Dalton, Georgia 30720
Calvin R. Wilbanks 10,000 (3) *
Route 1, Box 1888
Demorest, Georgia 30535
All Directors and Executive
Officers as a Group (9 persons) 847,520 (7) 33.84%
Footnotes
(*) Indicates less than 1%.
(1) The number of issued and outstanding shares used to calculate the
percentage of total ownership includes any shares covered by the option(s)
issued to the individual or to members of the group, as applicable, identified
in the table.
(2) Thomas A. Arrendale, Jr. and Thomas A. Arrendale, III are father and son.
(3) Includes 7,500 shares subject to options exercisable on or before May 6,
1997.
(4) Mr. Stapleton owns 450 of the indicated shares jointly with his children.
(5) Includes 96,248 shares owned of record by Mr. Stovall and his wife, 9,881
shares owned of record by Mr. Stovall jointly with his wife and daughter, and
47,318 shares subject to options exercisable on or before May 6, 1997. Excludes
4,936 shares (as of the latest available evaluation
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of 12/31/96) held in Mr. Stovall's account in the Savings Plan, as to which Mr.
Stovall has no voting or investment power.
(6) Includes 7,928 shares subject to options exercisable on or before May 6,
1997 and 103,945 shares registered to Lexus Industries of Georgia and with
respect to which Mr. White may be deemed to have sole voting and investment
power.
(7) Of the indicated shares, 137,246 shares are subject to options exercisable
on or before May 6, 1997. Excludes 10,265 shares (as of the latest available
evaluation of 12/31/96) held in accounts for the benefit of the Company's
executive officers under the Savings Plan, as to which participants have no
voting or investment power.
Compliance With Section 16(a) of the Exchange Act
Section 16 (a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors and executive officers and
persons who own beneficially more than 10% of the Company's outstanding Stock to
file with the Securities and Exchange Commission (the "SEC") initial reports of
ownership and reports of changes in their ownership of the Company's Stock.
Directors, executive officers and greater than 10% shareholders are required by
SEC regulations to furnish the Company with copies of all such forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, during the fiscal year ended December 31,
1996, its directors, executive officers and greater than 10% shareholders
complied with all applicable Section 16(a) filing requirements.
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees
The Board of Directors proposes that the nominees listed below be
elected as directors of the Company to serve until the next annual meeting of
shareholders and until their successors are duly elected and qualified.
If any of such nominees becomes unavailable to serve as a director
(which is not now anticipated), then the persons named as proxies reserve full
discretion to vote for such other person or persons as may be nominated.
The following table sets forth, for each director, his name and age at
December 31, 1997, the year he was first elected as a director of the Company,
his position with the Company other than as a director and his principal
occupation and other business experience for the past five years.
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THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION AS DIRECTORS OF THE NOMINEES LISTED BELOW.
Year
First Position with Company;
Name Age Elected Business Experience
- ---- --- ------- -------------------
Thomas A. Arrendale, Jr. 76 1984 Chairman of the Board of the Company and
Habersham Bank; Director and President,
Fieldale Farms, Inc. (poultry processing
and distribution)
Thomas A. Arrendale, III 39 1990 Vice Chairman of the Board of the
Company; Director of Marketing, Fieldale
Farms, Inc. (poultry processing and
distribution)
James J. Holcomb 74 1984 Owner, Mt. Airy Wood Preserving (wood
products)
James A. Stapleton, Jr. 48 1990 President and General Manager, Habersham
Metal Products
David D. Stovall 40 1989 President and Chief Executive Officer of the
Company; Vice Chairman and Chief
Executive Officer of Habersham Bank;
President and Chairman of the Board of The
Advantage Group, Inc.; Chairman of the
Board of Directors of Security State Bank,
BancMortgage Financial Corp. and
Appalachian Travel Service, Inc.
C. Kenneth White 56 1995 Consultant, Certified Public Accountant and
Private Investor
Calvin R. Wilbanks 51 1990 Co-Owner, C.P. Wilbanks Lumber
Company
Meetings and Committees of the Board
The regular meetings of the Board of Directors of the Company are
scheduled to take place on the third Saturday of the first month of each quarter
and otherwise as necessary. The Board of Directors of Habersham Bank is
scheduled to meet on the third Saturday of each month and the Board of Directors
of Security State Bank is scheduled to meet on the third Monday of each month.
During 1996, the Board of Directors of the Company met six times, the Board of
Directors of Habersham Bank met 12 times and the Board of Directors of Security
State Bank met
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12 times. Each director of the Company attended at least 75% of the meetings of
the Board of Directors of the Company and the committees of which he was a
member (if any), and each director of Habersham Bank and Security State Bank
attended at least 75% of the aggregate number of meetings of the Board of
Directors and committees of which he was a member.
The Board of Directors of the Company has established a Compensation
Committee and an Audit Committee. The Compensation Committee is composed of
Thomas A. Arrendale, Jr. and James J. Holcomb, and was established to determine
the compensation of Company officers. The Committee also administers the
Company's employee stock option plans. The Committee met once in 1996.
The Audit Committee's functions include (a) providing assistance to the
Board of Directors in fulfilling its responsibilities for examinations of the
Company by regulatory agencies and independent auditors; (b) determining that
the Company has adequate administrative, operating and internal accounting
controls and that it is operating in accordance with prescribed procedures; and
(c) serving as an independent party in the review of the financial information
of the Company prior to its distribution to the Company's shareholders and the
public. The current members of the Audit Committee are: James J. Holcomb
(Chairman), James A. Stapleton, Jr., C. Kenneth White and Calvin R. Wilbanks.
Meetings are called by the Committee Chairman or the Company's internal auditor.
During 1996, the Audit Committee met three times.
Neither the Company nor any of its subsidiaries has a standing
nominating committee.
Compensation of Directors
With the exception of C. Kenneth White, the same individuals who served
as directors of the Company in 1996 also served as directors of Habersham Bank.
They were compensated for their service to the Company and to Habersham Bank at
rates of from $500 to $3,000 per Board meeting attended. Directors of Security
State Bank (including Mr. Stovall and Mr. White) receive the same compensation
as directors of Habersham Bank. Directors are not compensated for their service
as members of committees. Mr. Stovall received a total of $14,000 in director
fees for 1996.
Directors of the Company and its bank subsidiaries who are not
employees of the Company or any of its subsidiaries are granted options annually
under the Habersham Bancorp Outside Directors' Stock Option Plan (the
"Directors' Plan"). On December 31 of each year, so long as the Company or the
applicable bank subsidiary has a return on beginning assets of at least one
percent for the prior 12-month period, each eligible director of the Company
receives an option to purchase 1,000 shares of Stock at an exercise price equal
to the fair market value of the Stock on the date of grant and each director of
a bank subsidiary receives an option to purchase 250 shares on the same terms.
Options are exercisable in full six months after the date of grant. On December
31, 1996, each of the directors of the Company (except for Mr. Stovall) received
options to purchase 1,250 shares of Stock at an exercise price of $16.875 per
share under the Directors' Plan.
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EXECUTIVE OFFICERS
Officers of the Company are appointed by and hold office at the
discretion of the Board of Directors of the Company. The following table sets
forth for each executive officer of the Company (a) the person's name, (b) his
or her age at December 31, 1996, (c) the year he or she was first elected as an
officer of the Company, (d) his or her position with the Company and its
subsidiaries, and (e) other business experience for the past five years, if he
or she has been employed by the Company or any subsidiary for less than five
years.
Year
First Position and
Name Age Elected Business Experience
- ---- --- ------- -------------------
Thomas A. Arrendale, Jr. 76 1984 Chairman of the Board of the Company and
Habersham Bank; Director and President,
Fieldale Farms, Inc. (poultry processing
and distribution)
David D. Stovall 40 1984 President and Chief Executive Officer of the
Company; Vice Chairman and Chief
Executive Officer of Habersham Bank;
President and Chairman of the Board of The
Advantage Group, Inc.; Chairman of the
Board of Directors of BancMortgage
Financial Corp., Security State Bank and
Appalachian Travel Service, Inc.
Edward D. Ariail 38 1990 Vice President and Corporate Secretary of
the Company; President and Chief
Operating Officer of Habersham Bank since
April 1996; prior thereto, Executive Vice
President of Habersham Bank; Executive
Vice President of The Advantage Group,
Inc.; member of the Board of Directors of
BancMortgage Financial Corp.; Vice
Chairman of the Board of Appalachian
Travel Service, Inc.
Pamela D. Spangler 48 1985 Assistant Vice President of the Company,
Senior Vice President of Habersham Bank
and Secretary of The Advantage Group,
Inc.
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EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries to or on behalf
of the Company's Chief Executive Officer for the fiscal years ended December 31,
1994, 1995 and 1996. None of the Company's other executive officers earned over
$100,000 in salary and bonus during 1996.
Summary Compensation Table
--------------------------
Long-Term
Annual Compensation(1) Compensation(2)
---------------------- ---------------
Securities
Name and Underlying All
Principal Salary Options/ Other
Position Year ($) Bonus($) SARs(#) Compensation($)
-------- ---- ------ -------- ------- ---------------
David D. Stovall 1996 132,000 0 11,000 4,844(3)
Chief Executive 1995 120,000 0 16,318(4) 7,157(5)
Officer 1994 120,000 0 0 6,388(6)
- --------------------------
(1) Information with respect to certain perquisites and other personal
benefits has been omitted because the aggregate value of such items
does not meet the minimum amount required for disclosure under SEC
regulations.
(2) The Company has not awarded any restricted stock or long-term
incentives other than stock options. Accordingly, columns relating to
such awards have been omitted.
(3) Includes $3,956 in Company contributions to Mr. Stovall's account under
the Savings Plan and $3,553 in premiums paid by the Company in 1996
under a split dollar life insurance policy for the benefit of Mr.
Stovall.
(4) Includes options to purchase 6,318 shares that were granted in exchange
for options to purchase common stock of Security Bancorp, Inc., which
was acquired by the Company on June 30, 1995.
(5) Includes $3,604 in Company contributions to Mr. Stovall's account under
the Savings Plan and $3,553 in premiums paid by the Company in 1995
under a split dollar life insurance policy for the benefit of Mr.
Stovall.
(6) Includes $2,835 in Company contributions to Mr. Stovall's account under
the Savings Plan and $3,553 in premiums paid by the Company in 1994
under a split dollar life insurance policy for the benefit of Mr.
Stovall.
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The following table sets forth information regarding the grant of stock
options to the Company's Chief Executive Officer during 1996. All options shown
are presently exercisable. The Company did not award any stock appreciation
rights during 1996.
Option Grants in Last Fiscal Year
---------------------------------
(Individual Grants)
Number of Percent of Total
Securities Options Granted
Underlying to Employees in Exercise Price Expiration
Name Options Granted Fiscal Year ($/share) Date
---- --------------- ---------------- -------------- ----------
David D. Stovall 11,000 15.66% $ 16.875 12/31/01
The following table contains information, with respect to the Company's
Chief Executive Officer, concerning the exercise of options during 1995 and
unexercised options held as of the end of 1996.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
---------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised
Options at FY-End (#) In-the-Money
--------------------- Options/SARs at FY /End
-----------------------
($)(1)
------
Shares
Acquired
on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----- ----- ----------- ------------- ----------- -------------
David D. 10,000 94,050 47,318 0 $235,486 0
Stovall
- -------------------
(1) Calculated by subtracting the exercise price from the market price of
the Common Stock at fiscal year-end ($16.875) and multiplying the
resulting figure by the number of shares subject to in-the-money
options.
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CERTAIN TRANSACTIONS
Some Company directors, officers, principal shareholders and their
associates were customers of, or had transactions with, the Company or its
subsidiaries in the ordinary course of business during 1996. Some of the
directors of the Company are directors, officers, trustees or principal
securities holders of corporations or other organizations which also were
customers of, or had transactions with, the Company or its subsidiaries in the
ordinary course of business during 1996.
All outstanding loans and other transactions with the directors,
officers and principal shareholders of the Company or its subsidiaries were made
in the ordinary course of business on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons and, when made, did not involve more than the
normal risk of collectability or present other unfavorable features. In addition
to banking and financial transactions, the Company and its subsidiaries may have
had additional transactions with, or used products or services of, various
organizations of which directors of the Company and its subsidiaries were
associated. The amounts involved in such noncredit transactions have not been
material in relation to the business of the Company, its subsidiaries or such
other organizations. It is expected that the Company and its subsidiaries will
continue to have similar transactions in the ordinary course of its business
with such individuals and their associates in the future.
ACCOUNTING MATTERS
On February 25, 1997, the Company replaced its existing independent
public accounting firm, Deloitte & Touche LLP ("Deloitte"), with KPMG Peat
Marwick. Neither of Deloitte's reports on the Company's financial statements for
the years ended December 31, 1995 or 1996 contained an adverse opinion or a
disclaimer of opinion or was qualified or modified as to uncertainty, audit
scope or accounting principles. The change of accountants was approved by the
Company's Board of Directors. The Company had no disagreements with Deloitte
during any of the years ended December 31, 1995 or 1996 or during the interim
period through February 25, 1997 (date of dismissal) on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure that would have caused that firm to make reference to the subject
disagreement if it had not been resolved to Deloitte's satisfaction. A
representative of KPMG is expected to be present at the meeting to respond to
any appropriate questions and to make a statement if he or she desires to do so.
MISCELLANEOUS
Shareholder Proposals
Any shareholder of the Company wishing to submit a proposal for action
at the next annual meeting of shareholders of the Company and desiring inclusion
of the same in management's proxy materials must provide a written copy of the
proposal to management of the Company not later than November 17, 1997. Any such
proposal must comply in all respects with the rules and regulations of the SEC.
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Other Matters
The Board of Directors of the Company knows of no other matters which
may be brought before the meeting. If, however, any matter other than the
election of directors or matters incident thereto should properly come before
the meeting, votes will be cast pursuant to the proxies in accordance with the
best judgment of the proxyholders.
Expenses and Solicitation of Proxies
The expenses of the solicitation will be paid by the Company. In
addition to solicitation by mail, certain directors, officers and regular
employees of the Company and its subsidiaries may solicit proxies by telephone,
telegram or personal interview for which they will receive no compensation in
addition to their regular salaries. The Company will request brokerage houses
and custodians, nominees and fiduciaries to forward soliciting material to the
beneficial owners of the shares of Stock held of record by such persons, and,
upon request, will reimburse them for their reasonable out-of-pocket expenses in
connection therewith.
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APPENDIX A
HABERSHAM BANCORP
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 19, 1997
The undersigned shareholder of Habersham Bancorp (the "Company") hereby appoints
David B. Stovall and Edward D. Ariail as proxies with full power of
substitution, acting unanimously or by either of them if only one be present and
acting, to vote all shares of common stock of the Company which the undersigned
would be entitled to vote if personally present at the Annual Meeting of
Shareholders (the "Meeting") to be held at the Central Office of the Company,
Highway 441 North, Cornelia, Georgia on Saturday, April 19, 1997 at 1:00 p.m.
and at any adjournments thereof, upon the proposals described in the
accompanying Notice of the Annual Meeting and the Proxy Statement relating to
the Meeting (the "Proxy Statement"), receipt of which is hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
PROPOSAL 1: To elect the nominees listed below to serve as directors of the
Company for the ensuing year:
Thomas A. Arrendale, Jr., Thomas A. Arrendale III, James J. Holcomb, James A. Stapleton, Jr., David D.
Stovall, C. Kenneth White and Calvin R. Wilbanks
___________ FOR all nominees ___________ WITHHOLD AUTHORITY
listed above to vote for all
(except as indicated nominees listed
to the contrary below). above.
INSTRUCTION: To withhold authority for any individual nominees, mark "FOR" above, and write that nominee's name in
the space below:
______________________________________________________
This proxy, when properly executed, will be voted as directed, but if
no direction to the contrary is indicated, it will be voted FOR
Proposal 1.
Discretionary authority is hereby conferred as to all other matters
which may come before the meeting.
Dated: ____________________________, 1997
(Be sure to date your Proxy)
___________________________________________
Name(s) of Shareholder(s)
___________________________________________
Signature(s) of Shareholder(s)
If stock is held in the name of more than one person, all holders
should sign. Signatures must correspond exactly with the name or names appearing
on the stock certificate(s). When signing as attorney, executor, administrator,
trustee, guardian or custodian, please indicate the capacity in which you are
acting. If a corporation, please sign in full corporate name by the President or
other authorized officer. If a partnership, please sign in name by authorized
person.
Please mark, date and sign this Proxy, and return it in the enclosed
return-addressed envelope. No postage is necessary.
PLEASE RETURN PROXY AS SOON AS POSSIBLE