SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)of the Securities Exchange Act of 1934
(Amendment No. )
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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 ss. 240.14a-12
TENNESSEE VALLEY FINANCIAL HOLDINGS, INC.
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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 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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TENNESSEE VALLEY FINANCIAL HOLDINGS, INC.
401 South Illinois Avenue
Oak Ridge, TN 37830
April 5, 2004
To the Shareholders of
Tennessee Valley Financial Holdings, Inc.,
You are cordially invited to attend the annual meeting of shareholders of
Tennessee Valley Financial Holdings, Inc. (the "Company"), which will be held at
our main office located at 401 South Illinois Avenue, Oak Ridge, Tennessee
37830, on Tuesday, April 27, 2004, at 6:30 p.m., Eastern Time.
At the meeting, you will be asked to:
o elect nine (9) directors to serve until the next annual meeting
of shareholders and until their successors are elected and
qualified;
o ratify the appointment of Pugh & Company P.C., Certified Public
Accountants, as auditors for the Company for 2004;
o transact other business that properly comes before the meeting or
any adjournment of the meeting.
We have enclosed a notice of the annual meeting of shareholders, a proxy
statement, and a form of proxy. The matters listed in the notice of annual
meeting are more fully described in the proxy statement.
It is important that your shares are represented and voted at the meeting,
regardless of the size of your holdings. Accordingly, we would appreciate your
completing the enclosed form of proxy whether or not you plan to attend the
meeting. If you are present at the meeting and wish to vote your shares
personally, your form of proxy can be revoked upon your request prior to
balloting.
We urge you to return your form of proxy by mailing it in the enclosed
postage-paid envelope to be received no later than 5:00 p.m. on April 27, 2004.
This proxy statement incorporates documents by reference which are not
presented herein or delivered herewith. These documents include our annual
report on Form 10-KSB for the year ended December 31, 2003 as filed with the
Securities and Exchange Commission. These documents are available on request
without charge from Jerry Cooksey, Vice President, Tennessee Valley Financial
Holdings, Inc., 401 South Illinois Avenue, Oak Ridge, Tennessee 37830, telephone
number 865-483-9444. In order to ensure timely delivery of the documents, any
request should be made by April 16, 2004.
Sincerely yours,
/s/ Thomas E. Tuck
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Thomas E. Tuck
President and Chief Executive Officer
TENNESSEE VALLEY FINANCIAL HOLDINGS, INC.
401 South Illinois Avenue
Oak Ridge, TN 37830
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 5, 2004
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Tennessee Valley Financial Holdings, Inc., a Tennessee banking
corporation (the "Company"), will be held April 27, 2004 at 6:30 p.m. local
time, at the Company's Main Office located at 401 South Illinois Avenue, Oak
Ridge, Tennessee 37830, for the following purposes:
1. To elect nine (9) directors to serve until the next annual meeting of
shareholders and until their successors are elected and qualified;
2. To ratify the appointment of Pugh & Company P.C., Certified Public
Accountants, as auditors for the Company for 2004;
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only those shareholders of record at 5:00 p.m., local time, on March 31,
2004, are entitled to notice of and to vote at the Meeting. Each shareholder,
even though he or she now plans to attend the Meeting, should execute and return
the enclosed proxy without delay. A self-addressed postage prepaid envelope is
enclosed for this purpose. Any shareholder present at the Meeting may vote
personally on all matters brought before the Meeting and, in that event, his or
her proxy will not be used. A proxy may be revoked at any time, insofar as the
authority granted thereby has not been exercised, by filing with the Secretary
of the Company, a written revocation or duly executed proxy bearing a later
date.
This proxy statement incorporated documents by reference which are not
presented herein or delivered herewith. These documents are available on request
without charge from Jerry Cooksey, Vice President, Tennessee Valley Financial
Holdings, Inc., 401 South Illinois Avenue, Oak Ridge, Tennessee 37830, telephone
number 865-483-9444. In order to ensure timely delivery of the documents, any
request should be made by April 16, 2004.
By Order of the Board of Directors
/s/ Mark Holder
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Mark Holder, Secretary
Oak Ridge, Tennessee
Dated: April 5, 2004
PROXY STATEMENT
OF
TENNESSEE VALLEY FINANCIAL HOLDINGS, INC.
FOR THE ANNUAL MEETING OF ITS SHAREHOLDERS
TO BE HELD APRIL 27, 2004
General
This proxy statement is being furnished to the holders of common stock, par
value $1.00 per share ("Common Shares"), of Tennessee Valley Financial Holdings,
Inc., a Tennessee corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
annual meeting of shareholders of the Company to be held on April 27, 2004, at
6:30 p.m., local time, at the Company's main office, 401 South Illinois Avenue,
Oak Ridge, Tennessee and at any adjournment or adjournments thereof (the
"Meeting").
This proxy statement and the accompanying form of proxy are first being
mailed to shareholders of Tennessee Valley Financial Holdings, Inc. on or about
March 31, 2004.
Voting
Shareholders of the Company of record at the close of business on March 31,
2004, the record date designated by the Board of Directors, will be entitled to
notice of and to vote at the Meeting. On that date, the Company had outstanding
534,130 Common Shares.
The presence in person or by proxy of the holders of a majority of the
issued and outstanding Common Shares entitled to vote at the Meeting is
necessary in order to constitute a quorum. At the Meeting, the Company's
shareholders will vote
o to elect nine directors;
o to ratify the appointment of Pugh & Company, P.C. as the Company's
independent auditors for 2004; and
o to transact other such business that properly comes before the meeting
or any adjournment of the meeting.
The election of each of the nominees to the Board of Directors of the
Company will require the affirmative vote of a plurality of the Common Shares
voting at the Meeting. The affirmative vote of a majority of the Common Shares
present or represented at the meeting, if a quorum exists, is required to ratify
the appointment of Pugh & Company, P.C., as the Company's independent auditors
for 2004. Abstentions and broker non-votes are counted as present for purposes
of determining the presence or absence of a quorum for the transaction of
business. Abstentions and broker non-votes will have no effect on the outcome of
the election of directors.
Each holder of the Common Shares is entitled to one vote for each Common
Share held on all matters submitted before the 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 independent 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 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 Company at its executive offices located at 401 South Illinois
Avenue, Oak Ridge, Tennessee 37830. Shareholders also may revoke proxies either
by a later dated proxy, if the Company receives such proxy prior to the exercise
of the prior proxy, or by attending the Meeting and voting in person.
Information Regarding Certain Beneficial Owners
The following table sets forth certain information concerning the beneficial
ownership of the Common Shares by (i) directors and persons nominated to become
directors of the Company and executive officers of the Company, and (ii)
directors and executive officers of the Company as a group. There are no persons
known to the Company to be the beneficial owners of more than 5% of the
outstanding Common Shares of the Company. The information shown in this table is
based on information provided to the Company as of March 31, 2004.
1
Amount and
Nature of
Beneficial
Number Ownership
Name of Beneficial Owner (1) (2) of Shares Percent of Class
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J. Michael Anderson 10,000 1.87%
350 N. Illinois Ave.
Oak Ridge, TN 37830
Larry Beeman 10,100 1.89%
687 Emory Valley Road, Suite A
Oak Ridge, TN 37830
A.P. Cappiello 6,667 1.25%
100 Tulsa Road, Suite 28
Oak Ridge, TN 37830
Gerald L. Cooksey, Jr. 0 0.00%
401 South Illinois Avenue
Oak Ridge, TN 37830
Victor I. Dodson 24,485 4.58%
335 Warehouse Road
Oak Ridge, TN 37830
Mark B. Holder (3) 1,600 0.30%
401 South Illinois Avenue
Oak Ridge, TN 37830
J. Frank Jamison 11,000 2.06%
673 Emory Valley Road
Oak Ridge, TN 37830
Terry L. Kerbs 9,000 1.68%
10613 Dutchtown Rd.
Knoxville, TN 37932
Thomas D. Moye 1,500 0.28%
12408 Sparta Lane
Knoxville, TN 37922
Braxton L. Sadler (4) 4,500 0.84%
401 South Illinois Avenue
Oak Ridge, TN 37830
Thomas E. Tuck (5) 22,250 4.17%
401 South Illinois Avenue
Oak Ridge, TN 37830
W. Robert Witt 1,724 0.32%
1242 Weisgarber Road
Knoxville, TN 37917
(ii) Directors and executive officers
as a group (6) 102,826 19.25%
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(1) Includes shares beneficially owned, directly or indirectly, together
with associates. Also includes shares held as trustee and held by
custodian by minor children. Shares subject to options are treated as
issued and outstanding for the purpose of computing the percent class
owned by such person or group but not for the purpose of computing the
percent class owned by any other person or group.
(2) Business Address.
(3) Includes 1,500 shares issuable upon the exercise of options.
(4) Includes 4,000 shares issuable upon the exercise of options.
(5) Includes 7,400 shares issuable upon the exercise of options.
(6) Includes 12,900 shares issuable upon the exercise of options.
2
Election of Directors (Proposal 1)
The terms of the present Board of Directors of the Company expire annually.
At the Meeting the following persons, all of whom are members of the present
Board of Directors, are nominees for election. Each director elected at the
Meeting will hold office until the annual meeting of shareholders held in 2005
or until his successor is elected and qualified.
J. Michael Anderson Victor I. Dodson Dr. Thomas D. Moye, Jr.
Larry Beeman J. Frank Jamison Thomas E. Tuck
A.P. Cappiello Terry L. Kerbs William Robert Witt
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 Board recommends that the shareholders vote FOR the proposed nominees.
Management of the Company
The following table sets forth the names and certain information, as of
December 31, 2003, concerning the directors and executive officers of the
Company and TNBANK, our wholly-owned subsidiary (the "Bank"). Officers serve at
the discretion of the Board of Directors. There are no family relationships
between the directors and executive officers of the Company. None of the
directors or executive officers serves as directors of any company which has a
class of securities registered under, or which is subject to the periodic
reporting requirements of the Securities Exchange Act of 1934, as amended, or
any investment company registered under the Investment Company Act of 1940. No
director of the Company is a director or executive officer of another bank
holding company, bank, savings and loan association, or credit union. The
directors and executive officers of the Company and their occupations for the
last five years are as follows:
Year First
Elected to
or
Appointed
Director or
Business Experience During Past Five Executive
Name and Title Age Years Officer
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J. Michael Anderson, Director 61 Owner, Hilltop Enterprises, Inc. 1995
Larry Beeman, Director 60 Owner, Investment Planning Services, Inc. 1995
A.P. Cappiello, Director 40 Attorney 1995
Victor I. Dodson, Director 66 Owner and President, Dodson Moving and 1995
Storage, Inc.
J. Frank Jamison, Chairman of the Board 64 Owner and President, Tele-Sys, Inc. 1995
Terry L. Kerbs 56 President, Advanced Office Systems 2001
Dr. Thomas D. Moye, Jr. 55 Oral Surgeon 2001
Thomas E. Tuck Director, President 54 Banker 1995
And Chief Executive Officer
William Robert Witt 63 Owner and President, Witt Building Materials 2001
3
Description of The Board and Committees
The Board of the Company meets periodically as necessary. The Board of
Directors of the Bank, the Company's primary business, holds monthly meetings
and special meetings as called. Directors receive $600 for each Board of
Directors meeting and $150 for each committee meeting attended. Total fees paid
to the Directors during 2003 were $80,593. During the fiscal year ended December
31, 2003, the Board of Directors held 12 meetings. All directors attended more
than 75% of the aggregate number of meetings of the Board and committees of the
Board on which they served, except for Mssr. Moye, who attended 2 of 3 Audit
Committee meetings during the year. The Board of Directors does not have a
nominating or compensation committee.
Report of the Audit Committee of the Board of Directors
The Audit Committee consists of Mssrs. Jamison, Moye, Beeman and Cappiello.
The Board has not adopted a written charter for the Audit Committee. During the
fiscal year ended December 31, 2003, the Audit Committee met three times.
The Audit Committee monitors and reviews the performance of the independent
auditors and the quality and integrity of the Company's internal accounting,
auditing and financial reporting practices. The Audit Committee's chief duties
are to:
o hire one or more independent public accountants to audit the Company's
books, records and financial statements and to review its system of
accounting, including its system of internal control;
o monitor and evaluate, independently and objectively, the Company's internal
financial controls and financial reporting procedure;
o discuss with the independent accountants the results of their audits and
reviews;
o periodically communicate the Audit Committee's findings to the Board of
Directors; and
o facilitate communication among the Board of Directors, the independent
auditors, and the Company's management.
The Audit Committee has obtained from the independent auditors, Pugh &
Company, P. C., a formal written statement describing all relationships between
the auditors and the Company that might bear on the auditors' independence. This
statement conforms to Independence Standards Board Standard No. 1, "Independence
Discussions with Audit Committees." The Audit Committee has also discussed with
the auditors any relationships that may impact their objectivity and
independence, including their receipt of fees from the Company, and satisfied
itself that the auditors are independent of the Company.
The Audit Committee has discussed with management the Company's audited
financial statements for the year ended December 31, 2003. The Audit Committee
has also discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, as amended (Communication
with Audit Committees) and, with and without management present, discussed and
reviewed the results of the independent auditor's evaluation of the Company's
financial statements. The Audit Committee has also discussed with the
independent auditors it's evaluation of the Company's internal controls, and the
overall quality of the Company's financial reporting.
Based upon the results of the inquiries and actions discussed above, the
Audit Committee recommended to the Board of Directors that the Company's audited
financial statements be included in its annual report on Form 10-KSB for the
year ended December 31, 2003, for filing with the SEC. The Committee has also
recommended the reappointment, subject to shareholder approval, of the
independent auditors, Pugh & Company, P. C.
Members of the Audit Committee:
A. P. Cappiello, Chairman Frank Jamison
Mike Moye Larry Beeman
4
Audit Committee Financial Expert
The Company has determined that it does not currently have an "audit
committee financial expert," as defined under the rules of the Securities and
Exchange Commission, serving on its Audit Committee. The Company believes that
all of the members of the Audit Committee are qualified to serve on the
committee and have the experience and knowledge to perform the duties required
of the committee. The Company does not have any independent directors who would
qualify as an audit committee financial expert, as defined. The Company believes
that it has been, and may continue to be, impractical to recruit such a director
unless and until it becomes significantly larger.
Principal Accountant Fees and Services
For services rendered by Pugh and Company, P. C., our principal independent
auditors, we incurred the following fees:
2002 2003
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Audit Fees (1) $20,640 $26,385
Audit Related Fees (2) 8,550 5,450
Tax Fees (3) 6,235 8,115
All Other Fees 475 6,425
Total $35,900 $46,375
(1) Audit fees consisted of audit work performed in the preparation of
financial statements, as well as work generally only the independent
auditor can reasonably be expected to provide.
(2) Audit related fees consisted principally of procedures related to
regulatory filings.
(3) Tax fees consisted principally of tax return preparation, tax research and
tax planning.
All other fees consisted principally of miscellaneous consulting, conferences
and consultations regarding accounting and regulatory matters.
Compensation of Executive Officers
The following table sets forth the aggregate compensation paid by the
Company to its Chief Executive Officer for services rendered in all capacities
during the years ended December 31, 2003, 2002 and 2001. No other executive
officer's compensation exceeded $100,000 during such years.
No stock options were granted to any executive officers during 2003.
Summary Compensation Table
Other Annual
Name and Principal Position Year Salary Bonus Compensation
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Thomas E. Tuck 2003 $ 115,000 $ 22,050 $ 1,000
Director, President & Chief Executive Officer 2002 104,160 19,998 6,000
2001 98,475 - 4,200
The following table sets forth information regarding stock options held
at the end of or exercised in the year ended December 31, 2003 for the executive
officer named in the Summary Compensation Table above as of December 31, 2003.
Aggregated Option/SAR Exercises in Last Fiscal Year
And Fiscal Year-End Option/SAR Values
Shares Securities underlying
acquired on Value unexercised options at Value of unexercised in-the-money
Name exercise Realized December 31 options at December 31, 2003(1)
---- -------- ------- ----------- ------------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
Tom Tuck -0- -0- 7,400 -0- $ 25,900 $0
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(1) Based on recent trades of which management is aware of at $19.50 per share.
5
Stock Options
We have a stock option plan for certain key employees which was approved by
the shareholders in March 1996. A total of 19,457 shares have been reserved
under this plan and in 1999 the board of directors granted a total of 14,600
options to certain key employees, at an option price equal to $16 per share. As
of December 31, 2003, 14,500 of those options remained outstanding.
Under the 2002 Incentive and Nonqualified Stock Option Plan for Employees
of Tennessee Valley Financial Holdings, Inc. and its subsidiaries, the board of
directors is authorized to issue to our employees options up to a number of
shares that is the lesser of (a) 20% of the issued and outstanding shares or (b)
213,612 shares of our stock. The option prices are determined by the board of
directors, or a committee thereof, but option prices may not be less than 100%
of the fair market value of the stock on the date the option is granted. No
awards can be made under this plan after 2012. Currently there are no options
granted under this plan.
Beneficial Ownership Reporting Compliance
Under the federal securities laws, the Company's directors, executive
officers and any persons holding more than 10 % of the Common Shares are
required to report their ownership of the Common Shares and any changes in that
ownership to the SEC. These persons also are required by SEC regulations to
furnish the Company with copies of these reports. Specific due dates for these
reports have been established and the Company is required to report in this
proxy statement any failure to file timely during 2003. Based solely on a review
of the reports furnished to the Company or written representation from the
Company's directors and executive officers, the Company believes that all of
these filing requirements were satisfied by the Company's directors and
executive officers during 2003.
The following directors and executive officers were indebted to the Bank as
of December 31, 2003.
J. Michael Anderson $ 168,645
A.P. Cappiello 30,000
Victor I. Dodson 694,586
Mark B. Holder 81
J. Frank Jamison 33,620
Terry L. Kerbs 162,219
Thomas D. Moye 26,884
Braxton L. Sadler 802
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Total $ 1,116,837
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Certain Relationships and Related Transactions
Some directors and officers of the Company are customers of its subsidiary,
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 Company 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 the ordinary course of business. These loans were made in the
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 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.
Approval of Independent Auditors (Proposal 2)
Upon the recommendation of the Audit Committee, the Board of Directors of
the Company has selected Pugh & Company, P.C., Certified Public Accountants as
its independent auditors for 2004. Pugh & Company, P.C., Certified Public
Accountants were also employed by the Company in this capacity in 2003. A
representative of Pugh & Company, P.C., Certified Public Accountants is expected
to be present at the 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.
6
The Board recommends that shareholders vote FOR the approval of Pugh & Co.,
P.C., as the Company's independent auditors for 2004.
Expenses of Solicitation
Proxies are being solicited by and on behalf of the Board of Directors. The
Company 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 telephone or
other communications with some shareholders. Officers and directors of the
Company, who will not receive additional compensation for such activities, will
make all such further solicitation.
Shareholder Proposals
Shareholders' proposals intended to be presented at the 2005 annual meeting
of shareholders must be received by the Company at its executive offices on or
before December 31, 2004, to be included in the proxy statement and form of
proxy relating to that meeting.
Other Matters
At the time of preparation of the proxy statement, the Board of Directors
of the Company has not been informed and is not aware of any matters to be
presented for action at the Meeting other than the matters listed in the notice
of meeting included with this proxy statement/prospectus. If any other matters
should come before the 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 Company's Annual Report on Form 10-KSB, including the
financial statements and schedules thereto, which is filed with the SEC, is
available without charge to each shareholder of record upon written request to
the Company, Attn: Jerry Cooksey, Vice President, 401 South Illinois Avenue, Oak
Ridge, Tennessee 37830. Each such written request must set forth a good faith
representation that as of the record date March 31, 2004, the person making the
request was a beneficial owner of Common Shares entitled to vote at the Meeting.
Exhibits to the Form 10-KSB will also be supplied upon written request to the
Senior Vice President and payment to the Company of its cost 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
/s/ Thomas E. Tuck
-----------------------------------------------------
Thomas E. Tuck, President and Chief Executive Officer
April 5, 2004
7
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REVOCABLE PROXY - TENNESSEE VALLEY FINANCIAL HOLDINGS, INC.
Annual Meeting of Shareholders, April 27, 2004
- --------------------------------------------------------------------------------
The undersigned does hereby appoint Thomas E. Tuck, J. Frank Jamison and each of
them, with full power to each of substitution and revocation as proxies to vote
all shares of common stock of the Company registered in the name(s) of the
undersigned and held by them of record as of March 31, 2004, at Meeting of
Shareholders to be held at the Company's Main Office, 401 South Illinois Avenue,
Oak Ridge, Tennessee 37830, on April 27, 2004, at 6:30 p.m., local time, and at
any and all adjournments, upon the following matters:
1. To elect as directors all nominees listed below (except as marked to the
contrary below).
VOTE
J. Michael Anderson Victor I. Dodson Thomas E. Tuck FOR WITHHELD
Larry Beeman J. Frank Jamison Thomas D. Moye [ ] [ ]
A.P. Cappiello Terry L. Kerbs W. Robert Witt
INSTRUCTION: To withhold your vote for any individual nominee, insert that
nominee's name on the line provided below.
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2. To approve the appointment of Pugh and Company, P.C., CPAs as the
independent auditors for the Company for 2004.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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.
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE CORPORATION THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED, POSTAGE-PREPAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
[Tennessee Valley Financial Holdings, Inc. Logo]
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Please complete, date, sign and mail the
detached proxy card in the enclosed postage-prepaid envelope.
DETACH PROXY CARD HERE
- --------------------------------------------------------------------------------
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. The undersigned hereby revokes any and all proxies
heretofore given with respect to the shares of Common Stock held of record by
the undersigned.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Annual Meeting, the Company's Proxy Statement for the
Annual Meeting and an Annual Report for the 2003 fiscal year.
Signature
-----------------------------------
Signature
-----------------------------------
Date , 2004
---------------------------------
Please sign exactly as name (or names) appears above. 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 its partnership name by authorized person.
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MEETING RESPONSE
Please sign, date and return promptly in the
Enclosed self-addressed stamped envelope.
[ ] I will attend
[ ] I will bring ___ guests
[ ] I will not attend
- ------------------------------------------------
Signature Date