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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 (S)240.14a-12
COMMUNITY CORP
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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COMMUNITYCORP
1100 NORTH JEFFERIES BOULEVARD
WALTERBORO, SOUTH CAROLINA 29488
(843)549-2265
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 1, 2003
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NOTICE IS HEREBY GIVEN that, pursuant to call of its Directors, the annual
meeting (the "Annual Meeting") of the shareholders of Communitycorp (the
"Company") will be held at the Bank of Walterboro building located at 1100 North
Jefferies Boulevard, Walterboro, South Carolina on Thursday, May 1, 2003 at 6:00
p.m. Eastern time for the following purposes:
1. ELECTION OF DIRECTORS: The election of two (2) Class III Directors to
serve until the annual meeting of shareholders in 2006.
2. OTHER BUSINESS: Such other business as properly may come before the
Annual Meeting or any adjournment thereof.
A Proxy Card and Proxy Statement for the Annual Meeting are
enclosed herewith.
NOTE: 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 or
any adjournment thereof. Only shareholders of record of the Company at the close
of business on March 10, 2003, are the shareholders entitled to receive notice
of and to vote at the Annual Meeting and any adjournment thereof.
Please read the attached Proxy Statement carefully. You are requested to
fill in and sign the enclosed form of Proxy, which is solicited by the Board of
Directors, and to mail it promptly in the enclosed envelope. The Proxy will not
be used if you attend and vote at the Annual Meeting in person.
BY ORDER OF THE BOARD OF DIRECTORS
PEDEN B. MCLEOD W. ROGER CROOK
CHAIRMAN OF THE BOARD PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Walterboro, South Carolina
April 4, 2003
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YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY. YOUR PROXY
CAN BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE. IF YOU PLAN TO ATTEND THE
ANNUAL MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON. YOUR PROXY MAY
ALSO BE REVOKED BY WRITTEN NOTIFICATION, OR BY A PROXY OF A LATER DATE.
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VOTING AT THE MEETING AND PROXIES
The accompanying form of proxy is for use at the Annual Meeting. A
shareholder may use this proxy if he/she is unable to attend the meeting in
person or if he/she wishes to have his/her shares voted by proxy even if he/she
attends the Annual Meeting. The proxy may be revoked in writing by the person
giving it any time before the proxy is exercised by giving notice to the
Company's secretary, or by submitting a proxy having a later date, or by such
person appearing at the Annual Meeting and voting in person. All shares
represented by valid proxies received pursuant to this solicitation, and not
revoked prior to their exercise, will be voted in the manner specified therein.
If no specification is made in the proxy, the proxy will be voted "FOR" the
election of the nominees for directors listed herein. The Board of Directors is
not aware of any other matter which may be presented for action at the Annual
Meeting, but if other matters do come properly before the Annual Meeting it is
intended that shares represented by proxies in the accompanying form will be
voted by the person named in the proxy in accordance with the recommendation of
management.
The Board of Directors has fixed the close of business on March 10, 2003 as
the record date for the determination of shareholders entitled to receive notice
of and to vote at the Annual Meeting. On that date, there were a total of
276,179 shares of Company's Common Stock outstanding. Each shareholder is
entitled to one vote on each matter to come before the Annual Meeting for each
share of Company Common Stock held of record by such shareholder. The presence
at the Annual Meeting, in person or by proxy, of shareholders, holding in the
aggregate a majority of the outstanding shares of the Company's Common Stock
entitled to vote shall constitute a quorum for the transaction of business.
Article Eight of the Articles of Incorporation of the Company provide that in
the election of directors each shareholder entitled to vote shall be entitled to
cast as many votes for each director as shall equal the number of shares held by
him/her, but shall not be entitled to accumulate his/her votes to cast more
votes for any one director than the number of shares held by him/her. Those
nominees receiving the highest number of votes cast at the meeting will be
elected directors.
1
PROPOSAL I - ELECTION OF DIRECTORS
The business and affairs of the Company are managed by its Board of
Directors. Except as expressly limited by law, all corporate powers of the
Company are vested in and may be exercised by the Board of Directors.
The Company's Bylaws provide for a Board of Directors consisting of not
less than five and not more than 15 directors as determined from time to time by
the Board pursuant to a resolution adopted by a majority of the entire Board.
The Board of Directors has set the number of Directors for 2003 at eight.
The Company's Articles of Incorporation provide that the Directors shall be
divided into three classes, Class I, Class II, and Class III, which shall be as
nearly equal in number as possible. At the Annual Meeting, two Class III
directors will be elected for three year terms expiring at the 2006 Annual
Meeting. Both of the nominees are currently serving as directors of the Company.
Should any nominee for the office of director become unable to serve, which
is not anticipated, it is the intention of the persons named in the proxy,
unless otherwise instructed therein, to vote for the election in his stead of
such other person as the Board of Directors may recommend.
If any vacancies occur on the Board of Directors after the Annual Meeting
has taken place, such vacancies may be filled by the remaining directors at any
regular or special meeting thereof. Individuals selected to fill such vacancies
shall serve until the next annual meeting.
The Board of Directors recommends a vote "FOR" the nominees named below for
directors of the Company.
The following table sets forth certain information as to the Board of
Directors' nominees for election as director and of those directors who will
continue to serve as such after the Annual Meeting.
Age Principal Occupation During Past Five Year First Year Term
Name (1) Years and Other Information Director Elected Expires
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BOARD NOMINEES
Peden B. McLeod 62 Retired Code Commissioner and Director 1988 2006(2)
South Carolina Legislative Council
Partner in McLeod, Fraser & Cone
Law Firm
Harold M. Robertson 79 Retired, Previous owner of Robertson Electric 1988 2006(2)
Company. Retired Member of Board of Directors
South Carolina Public Service Authority
2
PROPOSAL I - ELECTION OF DIRECTORS, continued
Age Principal Occupation During Past Five Year First Year Term
Name (1) Years and Other Information Director Elected Expires
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CONTINUING DIRECTORS
George W. Cone 57 Partner in Law Firm of McLeod, Fraser & Cone 1988 2005
J. Barnwell Fishburne 47 Owner, Fishburne & Company 1988 2005
Real Estate Sales and Rentals
Steven D. Murdaugh 36 Owner, Accounting Firm 2002 2005
Steven D. Murdaugh, PA, CPA
W. Roger Crook 61 Chief Executive Officer and President of the 1988 2004
Bank since its incorporation on October 11, 1988
Harry L. Hill 75 Retired, Former Vice President and Resident 1988 2004
Manager, Asten Dryer Fabrics, Inc., manufacturer
of dryer felts
Robert E. Redfearn 79 Retired, Former owner of Sea Spirits, Inc. 1988 2004
Grocery/Real Estate
Edisto Beach, S.C.
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(1) At December 31, 2002
(2) Assuming re-election at the Annual Meeting
EXECUTIVE OFFICERS
W. Roger Crook, age 61, is Director, CEO and President of Communitycorp. He is
also CEO and President of the Bank since its incorporation on October 11, 1988.
Mr. Crook was actively involved in organizing the Bank. Prior to February 1988,
Mr. Crook was Vice President of Citizens & Southern National Bank, Walterboro,
South Carolina, for more than five years.
M. Ellison Young, age 65, is Vice President of Communitycorp. He has also been
Vice President since joining the Bank in October 1991. Prior to October 1991,
Mr. Young was Vice President and Branch Manager for The First Savings Bank,
Walterboro Branch, for more than five years.
Gwendolyn P. Bunton, age 49, Vice President and Treasurer of Communitycorp. Also
for the Bank, she has been Vice President and Cashier since December 1993,
Assistant Vice President and Cashier since April 1990, Cashier and Operations
Officer since May 1989. Mrs. Bunton joined Bank of Walterboro in February 1989.
Prior to February 1989, Mrs. Bunton was Loan Administrative Assistant III at
Citizens & Southern National Bank, Walterboro, South Carolina, for more than
five years.
3
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors holds regular meetings monthly. The Board
of Directors has established an Audit Committee, an Executive Committee, an
Investment Committee and a Loan Committee. The Board does not have a
Compensation Committee and functions normally performed by a Compensation
Committee are performed by the Executive Committee. During the fiscal year ended
December 31, 2002, the Board held a total of 41 regular and special meetings.
Each director attended at least 75% of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held by
all Committees, of the Board of Directors on which he served.
The Executive Committee established and monitors the Company's major
policies, reviews all proposed changes to policies prior to submission to the
Board, and monitors the Company's employee compensation and benefit programs.
The Executive Committee may act on behalf of the Board of Directors between
meetings. Members of the Executive Committee are George W. Cone, W. Roger Crook,
Peden B. McLeod, Harold M. Robertson and Robert Redfearn. The Executive
Committee met 3 times during 2002.
The Investment Committee establishes and monitors the Bank's investment
policy to insure the safety and liquidity of the Bank's investments and monitors
the Bank's assets, liabilities and interest rate policies and exposure. Members
of the Investment Committee are George W. Cone, W. Roger Crook and Peden B.
McLeod. The Investment Committee met 45 times during 2002.
The Loan Committee establishes and monitors the Bank's lending policies,
reviews compliance with policy, reviews loans where the borrower's liability
exceeds certain limits, monitors loans for credit quality and reviews all loans
over 30 days past due. Members of the Loan Committee are George W. Cone, W.
Roger Crook, Peden B. McLeod, John B. Fishburne and Harold M. Robertson. The
Loan Committee met 40 times during 2002.
The Board of Directors nominates candidates for election as directors; it
has no nominating committee. The Board of Directors will consider individuals
recommended by shareholders. Shareholders may make recommendations by writing to
Peden B. McLeod, Chairman of the Board, Communitycorp, Post Office Box 1707,
Walterboro, South Carolina 29488.
The Audit Committee selects the Company's independent auditors, determines
the scope of the Annual Audit, determines whether the Company has adequate
administrative, operational and internal accounting controls and determines
whether the Company is operating according to established policies and
procedures. The members of the Audit Committee are George W. Cone, J. Barnwell
Fishburne, Harry L. Hill, Steven D. Murdaugh and Robert E. Redfearn. The Audit
Committee met 2 times during 2002.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected Elliott Davis, LLC, Certified Public Accounts, to
serve as the Company's independent certified public accountants for 2003. It is
expected that representatives from this firm will be present and available to
answer appropriate questions at the annual meeting, and will have the
opportunity to make a statement if they so desire.
Change of Accountants
Legislation and Securities Exchange Commission rules adopted in 2002 have
significantly increased, and will continue to increase, the regulatory burdens
on audit firms that audit the financial statements of companies that are subject
to the reporting requirements of the Securities Exchange Act of 1934.
Consequently, many smaller audit firms are deciding to limit their audit
practice to companies that are not subject to the 1934 Act. Tourville, Simpson &
Caskey, L.L.P., which served as the Company's principal independent accountant
since the Company's inception, is one such firm. Accordingly, effective January
2, 2003, Tourville, Simpson & Caskey resigned as the Company's
4
INDEPENDENT PUBLIC ACCOUNTANTS (continued)
principal independent public accountant. Elliott Davis, LLC was engaged by the
Company on January 2, 2003 to audit the Company's financial statements for the
year ended December 31, 2002 and has also been selected to audit the Company's
financial statements for the year ending December 31, 2003.
Tourville, Simpson & Caskey, L.L.P.'s reports on the Company's financial
statements for each of the years ended December 31, 2001 and 2000 neither
contained an adverse opinion or disclaimer of opinion, nor was modified as to
uncertainty, audit scope, or accounting principles. There were no disagreements
with Tourville, Simpson & Caskey, L.L.P. on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Tourville, Simpson & Caskey, L.L.P.'s satisfaction,
would have caused it to make reference to the subject matter of the disagreement
in its reports.
Audit Fees
During 2002, Tourville, Simpson & Caskey, L.L.P. billed the Company $13,900
for professional services rendered in connection with the audit of the Company's
financial statements for the year ended December 31, 2002, and reviews of the
Company's financial statements included in the Company's Forms 10-Q for that
year. During 2002, Elliott Davis, LLC did not bill the Company for professional
services rendered for the audit of the Company's annual financial statements for
the year ended December 31, 2002, and did not perform any reviews of the
Company's financial statements included in the Company's Forms 10-Q for that
year. However, the Company estimates that the total fees to be paid to Elliott
Davis, LLC for such services for the year ended December 31, 2002 will be
approximately $11,000.
Financial Information Systems Design and Implementation Fees
During the year ended December 31, 2002, neither Tourville, Simpson &
Caskey, L.L.P. nor Elliott Davis, LLC, provided the Company with any services
related to financial information systems design or implementation.
All Other Fees
During the year ended December 31, 2002, Tourville, Simpson & Caskey,
L.L.P. billed the Company an aggregate of $7,150 for the following professional
services provided during 2002: Tax return preparation, assistance with
preparation of the Annual Report on Form 10-K, among other things. Elliott
Davis, LLC did not provide any other services to the company in 2002. The Audit
Committee considered whether provision of these services was compatible with
maintaining Tourville, Simpson & Caskey, L.L.P.'s independence.
5
REPORT OF THE AUDIT COMMITTEE OF THE BOARD
The Audit Committee of the Board of Directors has reviewed and discussed
with management the Company's audited financial statements for the year ended
December 31, 2002. The Audit Committee has discussed with the Company's
independent auditors, Elliott Davis, LLC, the matters required to be discussed
by Statement on Auditing Standards 61, as modified or supplemented. The Audit
Committee has also received the written disclosures and the letter from Elliott
Davis, LLC, required by Independence Standards Board Standard No. 1, as modified
or supplemented, and has discussed with Elliott Davis, LLC, their independence.
Based on the review and discussions referred to above, the Audit Committee
Recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10K for the year ended
December 31, 2002.
George W. Cone J. Barnwell Fishburne Harry L. Hill Steven D. Murdaugh Robert E. Redfearn
DIRECTORS COMPENSATION
Members of the Board of Directors of the Company received a monthly fee of
$550 for founding directors (7) and $200 for a new director plus an extra
month's fee in December for 2002. Committee members receive no fees. Total fees
paid to directors in the fiscal year ended December 31, 2002 were $50,450. In
addition, the Chairman of the Board & the Attorney for Communitycorp were paid
$30,000 & $29,000, respectively, for the year ended December 31, 2002.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Company has had, and expects to have in the future, banking
transactions in the ordinary course of its business with principal officers,
directors, and their associates on substantially the same terms including
interest rates and collateral on loans, as those prevailing at the same time for
comparable transactions with others, and did not involve more than normal risk
of collectibility or present other unfavorable features. During 2002, the
largest aggregate amount of indebtedness of principal officers, directors and
their associates to the Company was $1,907,958.39 which represented 15.66% of
the Company's equity capital at the time. During 2002, the law firm of McLeod,
Fraser & Cone provided legal services to the Company in its ordinary course of
business and it is expected to continue to do so in the future. George W. Cone,
director of Communitycorp, is a partner of the McLeod, Fraser and Cone law firm.
Peden B. McLeod, Director and Chairman of the Board of Communitycorp, is also
partner in the law firm of McLeod, Fraser and Cone.
6
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
Total Sole and Total
Name and Address of Sole Voting and Shared Voting and Shared Voting and Percent of
Beneficial Owner Investment Power Investment Power Investment Power Class
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Owners of 5% or more of
Common Stock
Sea Spirits, Inc. (1) 24,917 -0- 24,917 9.02%
3205 Palmetto Blvd.
Edisto, SC 29438
Directors
George W. Cone (2) 3,461 2,600 6,061 2.19%
W. Roger Crook (3) 2,364 500 2,864 1.04%
Barnwell Fishburne (4) 3,596 1,561 5,157 1.88%
Harry L. Hill 3,770 -0- 3,770 1.37%
Peden B. McLeod (5) 9,918 16,534 26,452 9.58%
Steven D. Murdaugh 1,700 -0- 1,700 0.62%
Robert E. Redfearn (6) 500 24,917 25,417 9.20%
Harold Robertson (7) 9,028 2,234 11,262 4.08%
Executive Officers and Directors
as a Group
(10 persons) 35,511 48,346 83,857 30.36%
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(1) This corporation is controlled by Robert E. Redfearn, a director of the
Bank.
(2) Includes 2,600 shares held by family members
(3) Includes 500 shares held by family members.
(4) Includes 1,561 shares held by family members.
(5) Includes 16,534 shares held by family members.
(6) Includes 24,917 shares owned by Sea Spirits, Inc., a corporation which is
controlled by Mr. Redfearn.
(7) Includes 2,234 shares held by family members.
7
EXECUTIVE COMPENSATION
The following information is furnished for the Chief Executive Officer of the
Company. No other executive officer of the Company received salary and bonuses
in excess of $100,000 during the fiscal year ended December 31, 2002.
SUMMARY COMPENSATION TABLE
Annual Compensation
Other Annual All Other
Name and Salary Bonus Compensation Compensation
Principal Position Year ($) ($) ($) ($)(1)
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W. Roger Crook 2002 $ 120,000 $ 22,000 --- $ 39,942
President and Chief
Executive Officer 2001 115,000 21,000 --- 39,602
2000 110,000 21,000 --- 39,170
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(1) Included deferred compensation of $30,000, $30,000, and $30,000 in 2002,
2001, and 2000, respectively, and profit sharing contribution of $9,942, $9,602,
and $9,170, in 2002, 2001, and 2000, respectively.
RETIREMENT PLANS
Profit Sharing Plan. The Company has a qualified Profit Sharing Plan with 401(K)
features. The plan is intended to meet the qualification requirements under the
Internal Revenue Code and serve as a reward to employees for productivity and
profitability. All full-time employees who have attained age 21 and have one
year of service are eligible to participate in the plan. Contributions to the
plan are computed each year on a discretionary basis by the Board of Directors
with consideration for annual profits, retained earnings and reserve
requirements. The profit sharing plan is administered by Profit Concepts, Inc.,
an independent third party administrator in Columbia, South Carolina. The
Trustees of the plan are members of the Board of Directors and are as follows:
J. Barnwell Fishburne and George Cone. The Board of Directors has the authority
to add, delete, or replace Trustees as deemed necessary to ensure adequate
oversight and direction of the plan operations.
The profit sharing plan is designed to provide a source of additional
retirement income that will supplement Social Security benefits at age 65 for
each eligible career employee. Employees or their beneficiaries have the right
to withdraw their funds in the plan upon early separation of service, death,
disability, normal retirement (age 65), early retirement (age 59 1/2) or late
retirement (age 70). Distributions from the plan will be made in either monthly
installments or as a lump sum payment.
The profit sharing plan includes special provisions as outlined in the
Internal Revenue Code, Section 401(K), which permits employees to make voluntary
pre-tax contributions to the retirement plan trust. Employees meeting the
eligibility requirements of the profit sharing plan described above may also
make voluntary contributions under 401(K) plan provisions up to 10% of annual
salary.
The employer has decided to waive its option of matching employee
contributions since the profit sharing plan will potentially provide eligible
employees with a retirement benefit. All employee voluntary contributions are
100% vested. Withdrawal features in the 401(K) plan are the same as the profit
sharing plan. Expenses for this plan were $55,869 for the year ending
December 31, 2002.
8
EXECUTIVE COMPENSATION, continued
Deferred Compensation Plan. The Company has a Deferred Compensation Plan which
covers the Chief Executive Officer. This plan is a non-qualified voluntary
deferral salary program with participation limited to the Bank's senior
management.
Contributions to the plan are voluntary and may be changed from year to
year based upon the income needs of eligible participants. Amounts deferred are
assets of the Bank and income derived from the investment of these assets are
also reflected as assets of the Bank. These assets are subject to the claims of
creditors of the corporation. Deferred funds will be invested and reinvested by
the corporation until such time the employee separates from service and elects
to receive the deferral amounts plus accumulated earnings. The corporation has
the right to invest bank assets in cash, cash equivalents, marketable
securities, common stock, life insurance, annuities or savings instruments as
deemed appropriate by the Trustees and Board of Directors. Expenses for this
plan were $34,279.96 for the year ending December 31, 2002.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires certain officers of the Company
and its directors, and persons who beneficially own more than 10% of any
registered class of the Company's common stock, to file reports of ownership and
changes in ownership with the SEC. Based solely on a review of the reports and
written representations provided to the Company by the above referenced persons,
the Company believes that during the fiscal year ended December 31, 2002 all
filing requirements applicable to its reporting officers, directors and greater
than ten percent beneficial owners were properly and timely complied with.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Annual Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Annual Meeting, it
is intended that proxies in the accompanying form will be voted in respect
thereof in accordance with the judgment of the person or persons voting the
proxies, including matters relating to the conduct of the Annual Meeting.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual
Meeting of Shareholders to be held in April 2004, should be received by the
Company no later than January 31, 2004, in order to be considered for inclusion
in the Company's proxy statement and form of proxy relating to that meeting.
Such proposals should be sent in writing to Communitycorp, Post Office Box 1707,
Walterboro, South Carolina 29488, Attention: Corporate Secretary. Any such
proposals must comply in all respect with the rules and regulations of the
Securities and Exchange Commission.
EXPENSE OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, directors, officers and regular employees of
the Company may solicit proxies personally or by telephone at their regular
salary or hourly compensation.
9
FORM 10-K
The Company will provide without charge to each person solicited herein,
upon the written request of such person, a copy of the Company's Annual Report
on Form 10-K, including the financial statements and schedules thereto. Such a
written request should be directed to Communitycorp, Post Office Box 1707,
Walterboro, South Carolina, 29488, Attention: Corporate Secretary.
BY ORDER OF THE BOARD OF DIRECTORS
PEDEN B. MCLEOD W. ROGER CROOK
CHAIRMAN OF THE BOARD PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Walterboro, South Carolina
April 4, 2003
10