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 toss. 240.14a-12
FIRST CENTRAL BANCSHARES, INC.
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(Name of Registrant as Specified In Its Charter)
Ed F. Bell
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the Appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a6(i)(4) 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:
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2) Form, Schedule or Registration Statement No:
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3) Filing Party:
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4) Date Filed:
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Proxy
First Central Bancshares, Inc.
725 Highway 321 North
Lenoir City, Tennessee 37771
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FIRST CENTRAL
BANCSHARES, INC. ("The Corporation")
The undersigned does hereby appoint Ed F. Bell, with full power of substitution
and revocation as proxy to vote all shares of common stock of the Corporation
registered in the name(s) of the undersigned and held by them of record as of
March 10, 2001, at the Annual Meeting of Shareholders to be held at the main
office of First Central Bank, 725 Highway 321 North, Lenoir City, Tennessee
37771, on April 19, 2001 at 7:00 p.m., local time, and at any and all
adjournments, upon the following matters:
1- Election of Directors
______ For all nominees listed below (except as indicated to the contrary below)
______ Withhold authority to vote for all listed below:
Ed F. Bell Peter G. Stimpson
Gary Kimsey James W. Wilburn, III
Instruction: To withhold authority to vote for any individual nominee,
write nominee's name in the space provided below.
________________________________________________________________________________
2- _____ FOR _____ Against _____ Abstain
The proposal to approve the appointment of Pugh and Company, P.C., CPA's as
auditors for the Bank for 2001.
3- In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereon.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder(s). If no direction is made this proxy will be
voted for proposals 1 and 2.
Please sign exactly as name (or names) appear(s) on stock certificates. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED: _________ ____________________________________
Signature
________________ ____________________________________
Please Print Signature if held jointly
________________________________________________________________________________
MEETING RESPONSE:
Please sign, date and return promptly in the enclosed, self-addressed envelope.
_____ I/We will attend _____ I/We will bring guests _____I/We will not attend
First Central Bancshares, Inc.
P. O. Box 230
Lenoir City, Tennessee 37771
Dear First Central Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of First
Central Bancshares, Inc. Loudon County, Tennessee, to be held Thursday, April
19, 2001 at 7:00 p.m. The meeting will be held at the Main Office of First
Central Bank, located at 725 Highway 321 North, Lenoir City, Tennessee, followed
by a reception.
At the meeting you will be asked to consider and vote on two issues: (I) the
election of four (4) directors to serve until the 2004 Annual Meeting, and [II]
the ratification of Pugh and Company, P.C. as auditors of the Company for 2001.
The individuals nominated for election to the Board of Directors are: Ed F.
Bell, Peter G. Stimpson, Gary Kimsey, and James W. Wilburn, III to serve until
the 2004 Annual Meeting.
Please review the additional materials enclosed which highlight details of our
April 19, 2001 meeting. It is important that you complete your YELLOW PROXY FORM
and return it to us by April 6th, whether you plan to attend the meeting or not.
Also, be sure to let us know if you are planning to attend the meeting and the
number of guests accompanying you. A self-addressed envelope has been provided
for the return of your proxy.
Thank you for your continued support. We look forward to receiving your proxy
form and having you join us for our Annual Meeting.
Kindest regards,
Ed F. Bell
Chairman, President and CEO
EFB.mst
Enclosures/Notice
FIRST CENTRAL BANCSHARES, INC.
725 Highway 321 North
Lenoir City, Tennessee 37771
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Thursday, April 19, 2001
Notice is hereby given that the 2001 Annual Meeting of Shareholders of
First Central Bancshares, Inc. (the "Annual Meeting") will be held on Thursday,
April 19, 2001 at 7:00 p.m. local time, in the main office of First Central Bank
at 725 Highway 321 North, Lenoir City, Tennessee for the following purposes:
(1) To elect four (4) directors who will serve three-year terms or until their
successors have been duly elected and qualified;
(2) To ratify the appointment of Pugh and Company, P.C., CPAs as independent
accountants and auditors for First Central Bancshares, Inc.; and
(3) To consider and act upon any other matters that may properly come before
the Annual Meeting or any adjournment or adjournments thereof.
Only holders of First Central Bancshares, Inc.'s common shares of record at
the close of business on March 10, 2001 will be entitled to notice of, and to
vote at, the Annual Meeting.
IMPORTANT NOTE: Please COMPLETE AND RETURN the enclosed proxy even if you
plan to attend the Annual Meeting. You may, of course, withdraw your proxy and
vote your own shares if you attend the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Ed F. Bell, President and Chief Executive Officer
March 23, 2001
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IMPORTANT NOTICE
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REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE REVIEW THE
ENCLOSED MATERIAL, AND PROMPTLY MARK, DATE, SIGN AND RETURN THE ENCLOSED FORM OF
PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE BY APRIL 6, 2001.
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FIRST CENTRAL BANCSHARES, INC.
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS, APRIL 19, 2001
THIS PROXY STATEMENT, together with the enclosed proxy, which is first being
mailed to shareholders on or about March 23, 2001, is furnished in connection
with the solicitation of proxies by the Board of Directors of First Central
Bancshares, Inc., a Tennessee corporation (the "Corporation"), for use at the
Annual Meeting of Shareholders (the "Annual Meeting") to be held on Thursday,
April 19, 2001, at 7:00 p.m. local time, in the main office of First Central
Bank at 725 Highway 321 North, Lenoir City, Tennessee 37771.
Voting
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Shareholders of the Corporation of record at the close of business on March 10,
2001, the record date designated by the Board of Directors, will be entitled to
notice of and to vote at the Annual Meeting. On that date, the Corporation had
outstanding 564,361 shares of $5.00 par value per share common stock (the
"Common Shares").
The presence in person or by proxy of holders of a majority of the issued and
outstanding Common Shares entitled to vote at the Annual Meeting is necessary in
order to constitute a quorum. The election of each of the nominees to the Board
of Directors of the Corporation will require the affirmative vote of a majority
of the Common Shares voting at the Annual Meeting. The affirmative vote of a
majority of the Common Shares voting at the Annual Meeting is required for the
ratification of the selection of the independent accountants and auditors.
Each holder of the Common Shares is entitled to one vote for each Common Share
held on all matters submitted before the Annual Meeting or any adjournment or
adjournments thereof. Cumulative voting is not provided for in the election of
directors.
Common Shares represented by properly executed proxies, unless previously
revoked, will be voted in accordance with the instructions on such proxies. If
no instruction is indicated on the proxy, the named holders of the proxies will
vote such Common Shares in favor of all nominees named in this Proxy Statement
and the ratification of the selection of the independent accountants and
auditors. The named holders of proxies also will use their discretion in voting
the Common Shares in connection with any other business that properly may come
before the Annual Meeting.
Any shareholder who sends in a proxy has the power to revoke that proxy any time
prior to the exercise of the proxy by giving written notice to the Secretary of
the Corporation at its executive offices located at 725 Highway 321 North,
Lenoir City, Tennessee 37771. Shareholders also may revoke proxies either by a
later dated proxy, if the Corporation receives such proxy prior to the exercise
of the prior proxy, or by attending the Annual Meeting and voting in person.
Information Regarding Certain Beneficial Owners
The following table sets forth certain information concerning the beneficial
ownership (as defined by certain rules of the Securities and Exchange
Commission) of the Common Shares by (a) directors and persons nominated to
become directors of the Corporation, and (b) directors and officers of the
Corporation as a group. There are no persons known to the Corporation to be the
beneficial owners of more than five percent of the outstanding Common Shares of
the Corporation. The information shown in the Proxy Statement, unless otherwise
indicated, is based on information provided to the Corporation as of March 1,
2001.
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership (1) Percent of Class(2)
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(a) Ed F. Bell 12,708 (5) 2.25%
Barry H. Gordon 16,909 (3) (4) (5) 3.00%
Robert D. Grimes 11,635 (3) (5) 2.06%
Gary Kimsey 19,121 3.39%
G. Bruce Martin 4,775 (4) 0.85%
Willard D. Price 12,023 (3) 2.13%
Benny L. Shubert 7,320 (3) 1.30%
Peter G. Stimpson 16,836 (3) 2.98%
Guilford F. (Tim) Tyler, Jr. 11,350 (3) (4) (5) (6) 2.01%
Ted L. Wampler, Jr. 5,993 1.06%
James W. Wilburn, III 9,660 (3) (4) 1.71%
(b) Directors and officers as a 133,384 23.63%
group (20 persons)
(1) Includes Common Shares as to which each shareholder, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares voting power and/or investment power. Unless
otherwise indicated, each listed shareholder possesses sole voting and
investment power with respect to all of the Common Shares issued and
outstanding.
(2) Based upon 564,361 Common Shares issued and outstanding.
(3) Includes shares held by and/or jointly with spouse.
(4) Includes shares held by the named individuals' children and/or dependents.
(5) Includes shares held by Mr. Bell's, Mr. Tyler's and Mr. Grimes' and Mr.
Gordon's individual retirement accounts.
(6) Includes shares held by and/or jointly with Mr. Tyler's sister.
Election of the Directors (Proposal 1)
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The Board of Directors of the Corporation is divided into three classes with the
three-year term of office of each class expiring in succeeding years. At the
Annual Meeting, the following four persons, all of whom are members of the
present Board of Directors are nominees for election. Each director elected at
the Annual Meeting will hold office until the annual meeting of shareholders
held in 2004 or until their successors are elected and qualified.
Three-Year Term Expiring 2004
Ed F. Bell
Peter G. Stimpson
Gary Kimsey
James W. Wilburn, III
Unless contrary instructions are received, the enclosed proxy will be voted
in favor of the election as directors of the nominees listed above. Each nominee
has consented to be a candidate and to serve, if elected. While the Board has no
reason to believe that any nominee will be unable to accept nomination or
election as a director, if such an event should occur, the proxy will be voted
with discretionary authority for a substitute or substitutes as shall be
designated by the current Board of Directors.
The following table contains certain information concerning the directors
of the Corporation including the nominees, which information has been furnished
to the Corporation by the individuals named:
Year First
Name and Positions Became a
with the Corporation Age Principal Occupation Director
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Ed F. Bell 65 Banker 1991
President and Chief
Executive Officer
Barry Gordon 54 Veterinarian, Lenoir City Animal Clinic 1991
Robert D. Grimes 63 Robert D. Grimes Construction Co. 1991
Gary Kimsey 58 President, Gemtron Corp. 1991
G. Bruce Martin 49 Agent, State Farm Insurance Company 1991
Willard D. Price 54 Banker 1991
Executive Vice President
and Chief Operating Officer
Benny Shubert 67 Owner, Shubert Motors 1991
Dr. Peter Stimpson 52 Physician 1991
Guilford F. Tim Tyler, Jr. 53 Banker 1991
Senior Vice President
Ted Wampler, Jr. 42 President, Wampler's Farm Sausage 1991
James Wilburn, III 51 President, Wilburn Hardware 1991
Description of Board and Committees
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The Board holds monthly meetings and special meetings as called. Each
director receives $750 for each meeting of the Board of Directors attended and
receives no compensation for committee meetings attended. During the fiscal year
ended December 31, 2000, the Board of Directors held 13 meetings. All incumbent
directors attended more than 75 percent of the aggregate number of meetings of
the Board and committees of the Board on which they served. The Board of
Directors has three (3) standing committees consisting of the Executive, Audit,
and Investment Committees. The Board of Directors does not have a nominating or
compensation committee.
The Executive Committee is composed of Messrs. Bell, Gordon, Price, Kimsey, and
Wampler. The Executive Committee reviews corporate activities, loan requests,
makes recommendations to the Board on policy matters and makes executive
decisions on matters that do not require a meeting of the full Board of
Directors. The Executive Committee met 13 times in 2000.
The Investment Committee is composed of Messrs. Price, Shubert, Kimsey, Tyler
and Wilburn. The Investment Committee reviews and directs the investment
portfolio of the Bank. The Investment Committee held 2 meetings in 2000.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
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Summary Compensation Table
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The following table sets forth the aggregate compensation paid by the
Corporation and its subsidiaries to the President of the Corporation for
services rendered in all capacities during the fiscal years ended December 31,
2000, 1999 and 1998. No other officer compensation exceeded $100,000 during such
years.
Annual Compensation
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Name and Principal Position Year Salary Bonus Other Annual
- --------------------------- ---------------- ------- ------------
Ed F. Bell, President and CEO 2000 $95,000 $14,477 $38,272
1999 $92,000 $1,916 $36,604
1998 $80,000 $13,855 $34,713
In 2000, the shareholders approved the reserve of 25,000 common stock shares to
be issued as stock options for designated employees at the discretion of the
Board of Directors. No options were granted during 2000. The Bank has entered
into employment agreements with the President and three other officers of the
Bank. The agreements contain various provisions related to salary, benefits, and
non-compete clauses.
Certain Relationships and Related Transactions
Some directors and officers of First Central Bank, the principal banking
subsidiary of the Corporation ("the Bank") at present, as in the past, are
customers of the Bank and have had and expect to have loan transactions with the
Bank in the ordinary course of business. In addition, some of the directors and
officers of the Bank are at present, as in the past, affiliated with businesses
which are customers of the Bank and which have had and expect to have loan
transactions with the bank in ordinary course of business and were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable
Certain Relationships and Related Transactions, continued
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transactions with other parties. In the opinion of the Board of Directors, these
loans do not involve more than a normal risk of collectibility or present other
unfavorable features.
The federal securities laws require the directors and executive officers and
persons who beneficially own more than 10% of a registered class of the
Corporation's equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of any securities of the
Corporation. To the Corporation's knowledge, based solely on review of the
copies of these reports furnished to the Corporation and representations by
reporting persons, all of the Corporation's officers, directors, and greater
than 10% beneficial owners made all filings required in a timely manner.
Independent Auditors
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Approval of Independent Certified Public Accountants (Proposal 2)
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The Board of Directors of the Bank has selected Pugh & Company, P.C., CPA's as
its independent certified public accountants for 2001. Pugh & Company, P.C.,
CPA's were also employed by the Bank in that capacity in 2000. A representative
from Pugh & Company, P.C., CPA's is expected to be present at the Annual Meeting
and will have an opportunity to make a statement if he desires to do so. The
representative is also expected to be available to respond to appropriate
questions. Audit Fees
Aggregate fees for professional services rendered by Pugh & Company, P.C., CPAs
for the audit of the Corporation's financial statements, and review of the
Corporation's 10-QSB's was $19,000 and $7,250, respectively, for the year ended
December 31, 2000.
Other Fees
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The Corporation also paid its auditors fees totaling $33,334 for all services
other than those described above, which include: preparation of federal and
state tax returns and other related tax services, $6,771; other nonrecurring
services including consultations related to the sale of the Sweetwater branch
and meetings with regulators, $13,475; consultations and assistance related to
SEC reporting, $6,761; accounting assistance, $2,372; and other conferences and
consultations, $3,955. No fees were paid to them for systems design and
implementation services.
Report of the Audit Committee
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The Audit Committee has reviewed and discussed the audited financial statements
with management, and discussed all matters required by Statement of Auditing
Standards No. 61, Communication with Audit Committees. The Audit Committee has
also discussed with Pugh & Company, the auditors, their independence from the
Corporation, and received written disclosure from Pugh & Company regarding
Independence Standards Board Standard No. 1, Independence Discussions with Audit
Committees. Based on the review and discussions described above, the Audit
Committee recommended to the full Board that the audited financial statements
for the last fiscal year be included on the Form 10-KSB for filing with the SEC.
The Audit Committee, composed of Messrs. Martin, Kimsey, Stimpson, Grimes and
Wilburn, reviews annual and interim reports of independent auditors and provides
the recommendation of independent auditors. The Audit Committee met 6 times
during 2000. The Audit Committee has not adopted a charter.
Expense Solicitation
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The Corporation will pay the total expense of preparing, assembling, printing,
and mailing proxies and proxy solicitation materials. It may be that, following
the original solicitation, some further solicitation will be made by officers
and directors of the Corporation, who will not receive additional compensation
for such activities.
Shareholder Proposals
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Shareholder's proposals intended to be presented at the 2002 Annual Meeting of
Shareholders must be received by the Corporation at the executive offices on or
before December 31, 2001 to be included in the proxy statement and form of proxy
relating to that meeting.
Other Matters
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At the time of preparation of this Proxy Statement, the Board of Directors of
the Corporation has not been informed and is not aware of any matters to be
presented for action at the Annual Meeting other than the matters listed in the
notice of meeting included with this Proxy Statement. If any other matters
should come before the Annual Meeting, or any adjournment thereof, it is
intended that the persons named in the enclosed proxy will have discretionary
authority to vote on such matters according to their best judgment.
Availability of Annual Report on Form 10-KSB
--------------------------------------------
A copy of the Corporation's Annual Report on Form 10-KSB, including the
financial statements and schedules thereto, which is filed with the Securities
and Exchange Commission is available without charge to each shareholder of
record upon written request to First Central Bancshares, Inc., Attention: Ed F.
Bell, Chief Executive Officer, 725 Highway 321 North, Lenoir City, Tennessee
37771. Each such written request must set forth a good faith representation that
as of the record date of March 10, 2001, the person making the request was a
beneficial owner of Common Shares entitled to vote at the Annual Meeting.
Exhibits to the Form 10-KSB will also be supplied upon written request to the
Chief Executive Officer and payment to the Corporation of its costs of
furnishing the requested exhibits. The copy of the Form 10-KSB furnished without
charge to the requesting shareholder will be accompanied by a list briefly
describing all of the exhibits and indicating the cost of furnishing the
exhibits.
BY THE ORDER OF THE BOARD OF DIRECTORS
Ed F. Bell, President and CEO