1
SCHEDULE 14A-INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
VOLUNTEER BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:______
(2) Aggregate number of securities to which transaction applies: ________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):___________
(4) Proposed maximum aggregate value of transaction:________________
(5) Total fee paid: __________
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ____________________________
(2) Form, Schedule or Registration Statement No.:________________
(3) Filing Party: _____________________________
(4) Date Filed: _______________________________
2
VOLUNTEER BANCORP, INC.
210 EAST MAIN STREET
ROGERSVILLE, TENNESSEE 37857
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 16, 1998
INFORMATION CONCERNING THE SOLICITATION
This statement is furnished in connection with the solicitation of
proxies to be used at the Annual Meeting of Shareholders (the "Annual Meeting")
of Volunteer Bancorp, Inc. (the "Company") to be held on April 16, 1998, at 6:00
P.M., local time, in the corporate offices of the Company at 210 East Main
Street, Rogersville, Tennessee 37857 and at any adjournment or adjournments
thereof.
At the Annual Meeting, the shareholders will vote to elect five (5)
directors and to ratify the selection of Welch & Associates, Ltd., as the
Company's independent auditors for the year 1998. The affirmative vote of a
plurality of the shares present or represented at the meeting, if a quorum
exists, is required to elect the directors and to ratify the selection of Welch
& Associates, Ltd., as the Company's independent auditors for the year 1998. The
presence in person or by proxy of the holders of a majority of the issued and
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum.
Shareholders are urged to sign the enclosed form of proxy and return it
promptly in the envelope enclosed for that purpose. Proxies will be voted in
accordance with the shareholder's directions. If no directions are given,
proxies will be voted FOR the election of the nominees named herein as directors
and FOR the ratification of the selection of Welch & Associates, Ltd., as the
Company's independent auditors for the year 1998.
The Board of Directors knows of no other business to be presented at
the Annual Meeting. If any other business is properly presented, the person
named in the enclosed proxy will use his discretion in voting the shares. The
proxy may be revoked at any time prior to the voting thereof by written request
to the Company at 210 East Main Street, Rogersville, Tennessee 37857, Attention:
H. Lyons Price, Secretary. The proxy may also be revoked by submission to the
Company of a more recently dated proxy. The giving of the proxy will not affect
the right of a shareholder to attend the Annual Meeting and vote in person.
The solicitation of proxies in the enclosed form is made on behalf of
the Board of Directors of the Company. The entire cost of soliciting these
proxies will be borne by the Company. In addition
3
to being solicited through the mails, proxies may be solicited personally or by
telephone or telegraph by officers, directors and employees of the Company who
will receive no additional compensation for such activities. Arrangements will
also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of shares
held of record by such persons, who will be reimbursed for their reasonable
expenses incurred in such connection. It is expected that this Proxy Statement
will first be sent to shareholders on March 24, 1998.
SHAREHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Shareholders' proposals intended to be presented at the 1999 Annual
Meeting of Shareholders must be received by the Company no later than December
1, 1998, for inclusion in the Company's proxy statement and form of proxy
relating to that meeting.
OUTSTANDING VOTING SECURITIES
Only shareholders of record on March 15, 1998, are entitled to notice
of and to vote at the Annual Meeting. On that date there were 539,027 shares of
Common Stock issued and outstanding. The holder of each share of common stock is
entitled to one vote on all matters submitted before the Annual Meeting or any
adjournments of the Annual Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 15, 1998, the Company's records indicated that the
following number of shares were beneficially owned by (i) each person known by
the Company to beneficially own more than 5% of the Company's shares; (ii)
directors and persons nominated to become directors of the Company and executive
officers; and (iii) directors and executive officers of the Company as a group.
Amount and Nature
Name of of Beneficial Ownership Percent
Beneficial Owner (Number of Shares) of Class
---------------- ----------------------- ---------
(i) Ralph T. Hurley 85,500 15.86%
Route 2 Box 157
Sneedville, TN 37869
(ii) William E. Phillips(1) 21,735 4.03
Lawrence Gray(2) 18,581 3.45
Shirley A. Price 7,937 1.47
Reed D. Matney 8,323 1.54
Leon Gladson 3,663 *
Eddie Freeman 1,832 *
G. Douglas Price(3) 15,874 2.94
Gary E. Varnell(4) 16,200 3.00
Scott F. Collins 1,587 *
H. Lyons Price 6,105 1.13
George L. Brooks 6,105 1.13
M. Carlin Greene 9,158 1.70
Dr. Truett H. Pierce(5) 12,211 2.26
4
Neil D. Miller 11,090 2.06
(iii) Directors and executive 140,401 26.05%
officers as a group (14
persons)
- -------------
* Less than 1%
(1) Includes 12,211 shares owned by the Joe H. Wilson Trust, for which Mr.
Phillips serves as Co-Trustee.
(2) Includes 12,211 shares owned jointly with his father, for which he
disclaims voting and investment power.
(3) Includes 6,105 shares owned by his spouse, for which he disclaims voting
and investment power.
(4) Includes 200 shares owned jointly with his two sons.
(5) Includes 9,158 shares owned by his spouse, for which he disclaims voting
and investment power.
5
PROPOSAL 1. ELECTION OF DIRECTORS
At the Annual Meeting, five (5) directors are nominees for election to
hold office for a three-year term or until their successors are elected and
qualified. If any nominee should be unable to accept nomination or election as a
director, which is not expected, the proxies may be voted with discretionary
authority for a substitute designated by the Board of Directors. The election of
a director requires the affirmative vote of a plurality of shares present or
represented at the meeting.
Management of the Company recommends
the election of the following nominees:
Reed Matney
Shirley Price
Carlin Greene
Leon Gladson
Eddie Freeman
Following is certain information regarding the directors, nominee
directors and executive officers of the Company.
REED D. MATNEY (48) has served as the President and Director since
1994. Mr. Matney was employed by First Union National Bank of Tennessee until
April 1994 and he was employed by the Bank in May 1994.
G. DOUGLAS PRICE (57) has served as Director since 1994. Mr. Price is
employed as the Executive for Hawkins County, Tennessee.
WILLIAM E. PHILLIPS (50) has served as Chairman of the Board since
1994. Mr. Phillips is an attorney with the law firm of Phillips and Hale in
Rogersville, Tennessee.
H. LYONS PRICE (63) has served as the Secretary/Treasurer and Director
since 1994. Mr. Price was employed by First Union National Bank of Tennessee
until June 1993.
GARY E. VARNELL (51) has served as a Director of the Company since
1994. Mr. Varnell is the owner and operator of a retail office products store in
Rogersville, Tennessee.
DR. TRUETT H. PIERCE (70) has served as a Director of the Company since
1994. Dr. Pierce practices medicine in Sneedville, Tennessee.
GEORGE L. BROOKS (68) has served as a Director of the Company since
1994. Mr. Brooks retired from Citizens Union Bank in 1993 and resides in
Rogersville, Tennessee.
6
SHIRLEY A. PRICE (63) has served as a Director of the Company since
1994. Ms. Price is an insurance agent in Rogersville, Tennessee.
LEON GLADSON (72) has served as a Director of the company since 1994.
Mr. Gladson is a retired businessman and resides in Rogersville, Tennessee.
EDDIE FREEMAN (45) has served as a Director of the Company since 1995
and serves as Vice President and Manager of the Bank's Church Hill office.
NEIL D. MILLER (78) has served as a Director of the Company since 1994.
Mr. Miller is a farmer in Rogersville, Tennessee.
M. CARLIN GREENE (55) has served as a Director of the Company since
1994. Mr. Greene is a real estate agent and farmer in Sneedville, Tennessee.
SCOTT F. COLLINS (49) has served as a Director of the Company since
1994. Mr. Collins is the Hancock County Clerk & Master in Sneedville, Tennessee.
LAWRENCE E. GRAY (53) has served as a Director of the Company since
1994 and serves as Executive Vice President of the Bank.
No director of the company is a director or executive officer of
another bank holding company, bank saving and loan association, or credit union.
7
INFORMATION REGARDING MEETINGS OF DIRECTORS
During the last fiscal year, the Board of Directors of the Company held
one meeting during 1997. The Directors of the Company also serve as directors of
the Bank. The Board of Directors of the bank held 12 meetings in 1997. No
director attended less than 75% of the meetings held by the Company or the Bank
during 1997. The Directors received no compensation as directors of the Company
but as directors of the Bank received $300 for each meeting attended.
The Board of Directors has three committees. Messrs. Phillips, H. Lyons
Price and Matney serve as the Executive Committee, Messrs. G. Douglas Price,
Gladson and Collins serve as members of the Audit Committee and Messrs.
Phillips, Matney, H. Lyons Price and G. Douglas Price serve as members of the
Trust Committee. These persons receive no compensation as members of such
committees.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid by
the Company to the chief executive officer to the Company. No other executive
officer of the Company received cash compensation in excess of $100,000
(determined as of the end of 1997) for the years ended December 1997, 1996, and
1995.
Annual Compensation
Name and Position Year Salary ($)
- ----------------- ---- ----------
Reed D. Matney(1) 1997 72,000
Chief Executive Officer 1996 66,000
1995 65,000
- --------------
(1) Mr. Matney assumed the position of CEO effective November 21, 1996.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company expects to have in the future banking and other business
transactions in the ordinary course of its banking business with directors,
officers, and 10% beneficial owners of the Company and their affiliates,
including members of their families, or corporations, partnerships, or other
organizations in which such officers or directors have controlling interest, on
substantially the same terms (including price, or interest rates and collateral)
as those prevailing at the time for comparable transactions with unrelated
parties. Any such banking transactions will not involve more than the normal
risk of collectibility nor present other unfavorable features to the Company or
the Bank. The law firm of Phillips & Hale, of which Chairman Phillips is a
partner, serves as general counsel for the Company.
8
PROPOSAL 2. RATIFICATION OF AUTHORIZATION FOR
THE AUDIT COMMITTEE TO SELECT 1998 INDEPENDENT AUDITORS
The Board of Directors has authorized the selection of Welch &
Associates, Ltd., as the Company's independent auditors for the year 1998. The
selection is subject to approval by the shareholders not later than the date of
the Annual Meeting. Welch & Associates, Ltd., has served as independent auditors
of the Company since 1994 and for the year ended December 31, 1997.
Representatives of the firm will be present at the Annual Meeting, have an
opportunity to make a statement if they so desire and are expected to be
available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock entitled to vote at the Meeting is required to authorize
the selection of Welch & Associates, Ltd., as the Company's independent auditors
for the year 1998.
THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" RATIFICATION OF THE
SELECTION OF WELCH & ASSOCIATES, LTD., AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE YEAR 1998.
OTHER MATTERS
The Board of Directors, at the time of the preparation of this Proxy
Statement, knows of no business to come before the meeting other than that
referred to herein. If any other business should come before the meeting, the
persons named in the enclosed Proxy will have discretionary authority to vote
all proxies in accordance with their best judgment.
UPON THE WRITTEN REQUEST OF ANY RECORD HOLDER OR BENEFICIAL OWNER OF
COMMON STOCK ENTITLED TO VOTE AT THE ANNUAL MEETING, THE COMPANY, WITHOUT
CHARGE, WILL PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR
ENDED DECEMBER 31, 1997, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
REQUEST SHOULD BE DIRECTED TO H. LYONS PRICE, SECRETARY, VOLUNTEER BANCORP,
INC., 210 EAST MAIN STREET, ROGERSVILLE, TENNESSEE 37857.
BY ORDER OF THE BOARD OF DIRECTORS
William E. Phillips
Chairman of the Board
Rogersville, Tennessee
March 20, 1998