SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. N/A )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box: [ ] Confidential, for Use of
[ ] Preliminary proxy statement the Commission Only (as
[X] Definitive proxy statement permitted by Rule 14a-6(e)(2)
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
NBOG BANCORPORATION, 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 Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
form or schedule and the date of its filing.
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(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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NBOG BANCORPORATION, INC.
807 Dorsey Street
Gainesville, Georgia 30501
(770) 297-8060
August 27, 2004
Dear Shareholder:
You are cordially invited to attend our annual meeting of shareholders,
which will be held at the Gainesville Civic Center located at 830 Green Street,
Gainesville, Georgia, on Tuesday, September 28, 2004 at 8:00 a.m. I sincerely
hope that you will be able to attend the meeting, and I look forward to seeing
you.
The attached notice of the annual meeting and proxy statement describes the
formal business to be transacted at the meeting. We will also report on our
operations during the past year and during the first half of 2004 as well as our
plans for the future.
A copy of our annual report, which contains information on our operations
and financial performance as well as our audited financial statements, is also
included with this proxy statement.
To ensure the greatest number of shareholders will be present either in
person or by proxy, we ask that you mark, date, and sign the enclosed proxy
card, and return it to us in the envelope provided as soon as possible. If you
attend the meeting in person, you may revoke your proxy at the meeting and vote
in person. You may revoke your proxy at any time before it is voted.
Sincerely,
/s/ Ann M. Palmour
Ann M. Palmour
Chairman of the Board of Directors
NBOG BANCORPORATION, INC.
807 Dorsey Street
Gainesville, Georgia 30501
(770) 297-8060
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 28, 2004
The annual meeting of shareholders of NBOG Bancorporation, Inc. (the
"Company") will be held on Tuesday, September 28, 2004 at 8:00 a.m., at the
Gainesville Civic Center located at 830 Green Street, Gainesville, Georgia, for
the following purposes:
(1) to elect four (4) persons to serve as Class I Directors for a
three-year term expiring in 2007; and
(2) to transact any other business as may properly come before the meeting
or any adjournments of the meeting.
The Board of Directors has set the close of business on August 20, 2004 as
the record date for determining the shareholders who are entitled to notice of
and to vote at the meeting.
We hope that you will be able to attend the meeting. Whether or not you
plan to attend the meeting, we ask that you mark, date, sign, and return the
enclosed proxy card as soon as possible. If you attend the meeting in person,
you may revoke your proxy at the meeting and vote your shares in person. You
may revoke your proxy at any time before the proxy is exercised.
By Order of the Board of Directors,
/s/ Ann M. Palmour
Ann M. Palmour
Chairman of the Board of Directors
August 27, 2004
NBOG BANCORPORATION, INC.
807 Dorsey Street
Gainesville, Georgia 30501
(770) 297-8060
__________________________________________________________
PROXY STATEMENT FOR 2004 ANNUAL MEETING
__________________________________________________________
INTRODUCTION
TIME AND PLACE OF THE MEETING
Our Board of Directors is furnishing this proxy statement in connection
with its solicitation of proxies for use at the annual meeting of shareholders
to be held on September 28, 2004, at 8:00 a.m., at the Gainesville Civic Center
located at 830 Green Street, Gainesville, Georgia, and at any adjournments of
the meeting.
RECORD DATE AND MAILING DATE
The close of business on August 20, 2004 is the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
We first mailed this proxy statement and the accompanying proxy card to
shareholders on or about August 27, 2004.
NUMBER OF SHARES OUTSTANDING
As of the close of business on the record date, the Company had 50,000,000
shares of common stock, no par value, authorized, of which 746,990 shares were
issued and outstanding. Each issued and outstanding share is entitled to one
vote on all matters presented at the meeting.
VOTING AT THE ANNUAL MEETING
PROPOSAL TO BE CONSIDERED
Shareholders will be asked to elect four (4) persons to serve as Class I
Directors for a three-year term expiring in 2007. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR APPROVAL OF THIS PROPOSAL.
PROCEDURES FOR VOTING BY PROXY
If you properly sign, return, and do not revoke your proxy, the persons
appointed as proxies will vote your shares according to the instructions you
have specified on the proxy card. If you sign and return your proxy card but do
not specify how the persons appointed as proxies are to vote your shares, your
proxy will be voted FOR the election of the director nominees and in the best
judgment of the persons appointed as proxies as to all other matters properly
brought before the meeting. If any nominee for election to the Board of
Directors named in this proxy statement becomes unavailable for election for any
reason, the proxy may be voted for a substitute nominee selected by the Board of
Directors.
You can revoke your proxy at any time before it is voted by delivering to
Holly R. Hunt, Chief Financial Officer of the Company, at the main office of the
Bank, either a written revocation of the proxy or a duly executed proxy bearing
a later date or by attending the meeting and voting in person.
1
REQUIREMENTS FOR SHAREHOLDER APPROVAL
A quorum will be present at the meeting if a majority of the outstanding
shares of common stock entitled to vote at the meeting is represented in person
or by valid proxy. We will count abstentions and broker non-votes, which are
described below, in determining whether a quorum exists. Only those votes
actually cast for the election of a director, however, will be counted for
purposes of determining whether a particular director nominee receives
sufficient votes to be elected. To be elected, a director nominee must receive
more votes than any other nominee for the particular seat on the Board of
Directors. As a result, if you withhold your vote as to one or more nominees,
it will have no effect on the outcome of the election unless you cast that vote
for a competing nominee. At the present time we do not know of any competing
nominees.
ABSTENTIONS. A shareholder who is present in person or by proxy at the
annual meeting and who abstains from voting on any or all proposals will be
included in the number of shareholders present at the annual meeting for the
purpose of determining the presence of a quorum. Abstentions do not count as
votes in favor of or against a given matter.
BROKER NON-VOTES. Brokers who hold shares for the accounts of their
clients may vote these shares either as directed by their clients or in their
own discretion if permitted by the exchange or other organization of which they
are members. Proxies that contain a broker vote on one or more proposals but no
vote on others are referred to as "broker non-votes" with respect to the
proposal(s) not voted upon. Broker non-votes are included in determining the
presence of a quorum. A broker non-vote, however, does not count as a vote in
favor of or against a particular proposal for which the broker has no
discretionary voting authority.
Approval of any other matter that may properly come before the annual
meeting requires the affirmative vote of a majority of shares of common stock
present in person or by proxy and entitled to vote on the matter. Abstentions
and broker non-votes will be counted in determining the minimum number of votes
required for approval and will, therefore, have the effect of negative votes.
PROXY SOLICITATION
The Company will pay the cost of proxy solicitation. Our directors,
officers and employees may, without additional compensation, solicit proxies by
personal interview, telephone, fax, or otherwise. We will direct brokerage
firms or other custodians, nominees or fiduciaries to forward our proxy
solicitation material to the beneficial owners of common stock held of record by
these institutions and will reimburse them for the reasonable out-of-pocket
expenses they incur in connection with this process.
2
PROPOSAL ONE:
ELECTION OF DIRECTORS
The Company's Board of Directors consists of 12 members and is divided into
three classes. Each class of directors serves a staggered three-year term. The
term of each class expires at the annual meeting in the years indicated below
and upon the election and qualification of the director's successor. The Board
of Directors unanimously recommends that the shareholders elect the persons
identified below as Director Nominees to serve as Class I Directors for a
three-year term expiring in 2007. The following table shows for each nominee
and continuing director: (a) his or her name; (b) his or her age at December
31, 2003; (c) how long he or she has been a director of the Company; (d) his or
her position(s) with the Company, other than as a director; and (e) his or her
principal occupation and business experience for the past five years. Each of
the directors listed below is also a director of the National Bank of
Gainesville.
DIRECTOR POSITION WITH THE COMPANY
NAME (AGE) SINCE AND BUSINESS EXPERIENCE
- ----------------------------------- -------- -------------------------------------------------------------
CLASS I DIRECTOR NOMINEES:
(For Three-Year Term Expiring 2007)
Ann M. Palmour* (66) 2000 Chairman of the Company; Owner of Palmour Properties (a
real estate development company) since 1976.
Albert F. Satterwhite (58) 2004 President and Chief Executive Officer of the Company since
2004; Previously, Senior Vice President of Branch Bank and
Trust Company from 2000 until 2004.
Dr. Wendell A. Turner (46) 2001 Medical doctor, Lanier OB-GYN Associates since 1986.
Dr. John C. McHugh (48) 2002 Urologist at Northeast Georgia Urologic Associates, PC.
CLASS II CONTINUING DIRECTORS:
(Term Expiring 2005)
Paula M. Allen (64) 2000 Principal of Allen & Associates, Inc. (a real estate
investment and management company) since 1973.
J. Darwin Allison, Jr. (47) 2000 Vice-Chairman of the Company; President and CEO of A-1
Vaccinating, Inc. (a poultry vaccinating company) since 1979.
Shelley Palmour Anderson* (38) 2000 Treasurer of the Company; President and sole owner of
Shelley Palmour Insurance Agency since 1990.
Dr. Roger P. Martin (59) 2001 Medical doctor and senior partner and founder of Lanier
OB-GYN Associates since 1978.
3
DIRECTOR POSITION WITH THE COMPANY
NAME (AGE) SINCE AND BUSINESS EXPERIENCE
- ----------------------------------- -------- -------------------------------------------------------------
CLASS III CONTINUING DIRECTORS:
(Term Expiring 2006)
Kathy L. Cooper (42) 2000 Secretary of the Company; President of Cooper Family
Enterprises (owns and operates two poultry operations, a
cattle farm, a Christmas tree farm/trim shop, a grading
company, several rental properties) since 1985; Associate
Broker with Southern Heritage Land Co.
Anne L. Davenport (43) 2000 Vice President of Matthews Printing Company since 1984.
Lanny W. Dunagan (52) 2002 Sole owner of Lanny Dunagan's Welding Service since 1985.
Gilbert T. Jones, Sr. (66) 2000 Sole owner of Great Southern Resource & Investment, Inc.
(a development and construction company) since 1985.
<FN>
__________________________________
* Ann M. Palmour is the mother of Shelley Palmour Anderson.
MEETINGS AND COMMITTEES OF THE BOARD
During the year ended December 31, 2003, the Board of Directors of the
Company held 12 meetings. Each of the incumbent directors attended at least 75%
of the total number of meetings of the Company's Board of Directors and
committees of the Board on which he or she serves.
NOMINATING COMMITTEE. The Company does not have a standing nominating
committee for director nominees and has not adopted a nominating committee
charter. Rather, the full Board of Directors participates in the consideration
of director nominees. Each of the Company's directors except for Mr.
Satterwhite meets the requirement for independence as defined by the National
Association of Securities Dealers' listing standards. Since the Company is a
small business issuer, the Company believes a standing nominating committee for
director nominees is not necessary. See "Director Nominations and Shareholder
Communications" on page 11.
COMPENSATION COMMITTEE. The Boards of Directors of the Company and the
Bank have established a joint Compensation Committee for the purpose of
addressing issues regarding personnel and compensation and administering the
NBOG Bancorporation, Inc. 2003 Stock Incentive Plan. The Compensation Committee
members for 2003 were Anne L. Davenport, Chairman; Paula M. Allen; J. Darwin
Allison, Jr.; Shelley P. Anderson; and Gilbert T. Jones, Sr. The Compensation
Committee held 3 meetings during the year ended December 31, 2003. The
Compensation Committee has not adopted a charter. The Compensation Committee
members for 2004 will be Shelley Palmour Anderson, Chairman; Paula M. Allen;
Gilbert T. Jones, Sr. and Ann M. Palmour.
AUDIT COMMITTEE. The Boards of Directors of the Company and the Bank have
established a joint Audit Committee for the purpose of reviewing the Company's
annual report and internal audit report of independent public accountants. The
Audit Committee members for 2003 were J. Darwin Allison, Jr., Chairman; Anne L.
Davenport; Dr. Roger P. Martin; and Dr. Wendell A. Turner. The Audit Committee
members for 2004 will be Dr. John C. McHugh, Chairman; Gilbert T. Jones, Sr.;
Dr. Roger P. Martin; Dr. Wendell A. Turner; and Ann M. Palmour. Each of these
members meets the requirement for independence as defined by the National
Association of Securities Dealers' listing standards. Although none of the
Audit Committee members meets the criteria specified under applicable Securities
and Exchange Commission regulations for an "audit committee financial expert,"
the Board believes each has the financial knowledge, business experience and
independent judgment necessary for service on the Audit Committee. The Audit
Committee held 3 meetings during the year ended December 31, 2003. The Audit
Committee also serves as the Information Technology Committee. The Audit
Committee has not adopted a charter.
4
AUDIT COMMITTEE REPORT
The Audit Committee reports as follows with respect to the audit of the
Company's 2003 audited consolidated financial statements.
- The Audit Committee has reviewed and discussed the Company's 2003
audited consolidated financial statements with the Company's
management;
- The Audit Committee has discussed with the independent auditors Porter
Keadle Moore, LLP the matters required to be discussed by SAS 61,
which include, among other items, matters related to the conduct of
the audit of the Company's consolidated financial statements;
- The Audit Committee has received written disclosures and the letter
from the independent auditors required by Independence Standards Board
Standard No. 1 (which relates to the auditor's independence from the
corporation and its related entities) and has discussed with the
auditors the auditors' independence from the Company; and
- Based on review and discussions of the Company's 2003 audited
consolidated financial statements with management and discussions with
the independent auditors, as described above, the Audit Committee
recommended to the Board of Directors that the Company's 2003 audited
consolidated financial statements be included in the Company's Annual
Report on Form 10-KSB.
April 6, 2004 By: J. Darwin Allison, Jr.
Anne L. Davenport
Dr. Roger P. Martin
Dr. Wendell A. Turner
EXECUTIVE OFFICERS
The following table shows for each executive officer of the Company: (a)
his or her name; (b) his or her age at December 31, 2003; (c) how long he or she
has been an officer of the Company; and (d) his or her positions with the
Company and the Bank:
OFFICER POSITION WITH THE COMPANY
NAME (AGE) SINCE AND BUSINESS EXPERIENCE
- -------------------------- ------- ----------------------------------------------------------
Albert F. Satterwhite (58) 2004 President and Chief Executive Officer of the Company since
2004; Previously, Senior Vice President of Branch Bank and
Trust Company from 2000 until 2004.
Holly R. Hunt (45) 2001 First Vice President and Chief Financial Officer of the
Company; Chief Financial Officer of The Citizens Bank of
Forsyth County in Cumming, GA, 1998-2001; 20 years of
bank experience in management of internal audit and
accounting departments.
On April 6, 2004, Gary H. Anderson, the former president and chief
executive officer of the Company, resigned his positions with the Company and
the Bank. On July 15, 2004, the Board of Directors of the Company appointed
Albert F. Satterwhite to serve as the Company's president and chief executive
officer. Mr. Satterwhite is also serving as the president and chief executive
officer of the Bank.
Prior to joining the Company, Mr. Satterwhite served as Senior Vice
President of Branch Bank and Trust Company in Macon, Georgia, from 2000 to 2004.
Mr. Satterwhite was President of United Bank, Griffin, Georgia in 1999,
Community Bank President and Chief Executive Officer of Union Planters Bank of
Southern
5
Mississippi from 1996 to 1999, President and Chief Executive Officer of Bank
South from 1992 to 1996, Division Vice President of Bank South from 1985 to
1992, President and Chief Executive Officer of International City Bank from 1983
to 1985, and President and Chief Executive Officer of Citizens First National
Bank of Crystal River from 1981 to 1983.
COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to the Company for the
fiscal years 2003, 2002 and 2001 for our President and Chief Executive Officer.
No other executive officer received a combined payment of salary and bonus in
excess of $100,000 for services rendered to the Company during 2003.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
----------------------- ----------------------
Number of
Securities
Name and Position Year Salary ($) Underlying Options
- ----------------- -------- -------------- ----------------------
Gary H. Anderson, 2003 136,963 12,000*
President and CEO 2002 133,400 0
2001 105,000 0
<FN>
_______________
* On April 6, 2004, Mr. Anderson resigned his position as president and chief
executive officer. Upon Mr. Anderson's resignation, the options reflected
above were forfeited.
We have omitted information on "perks" and other personal benefits because
the aggregate value of these items does not meet the minimum amount required for
disclosure under the Securities and Exchange Commission's regulations.
EMPLOYMENT AGREEMENT
On August 22, 2000, the Company entered into an employment agreement with
Mr. Anderson regarding his employment as the President and Chief Executive
Officer of the Company. On April 6, 2004, Mr. Anderson resigned from his
positions with the Company. Upon Mr. Anderson's resignation, the employment
agreement was terminated. Under the terms of the employment agreement, Mr.
Anderson's annual salary for 2003 was set at $136,963. Additionally, during
2003, Mr. Anderson received stock options to purchase 12,000 shares of the
Company's common stock at $10.00 per share, a car allowance of $500 per month
and other customary benefits commensurate with his position and
responsibilities. As a result of Mr. Anderson's resignation, the stock options
awarded to Mr. Anderson in 2003 expired without becoming exercisable.
As a result of Mr. Anderson's resignation, he is not entitled to any
severance payment under the terms of the employment agreement. However, in
consideration of the contributions that Mr. Anderson has made to the Company and
The National Bank of Gainesville since their organization, the Company has
agreed to a lump sum payment to Mr. Anderson of approximately $44,765, which
includes the payment of approximately $11,190 related to accrued but unused
vacation.
DIRECTOR COMPENSATION
The directors of the Company and the Bank will not be compensated
separately for their services as directors until net profits of the Company and
the Bank exceed the Company's net losses since inception on a cumulative basis.
6
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides details regarding stock options granted in
2003 to the executive officer listed in the above Summary Compensation Table.
The options described below vest in one-fifth annual increments beginning on
June 11, 2004.
Individual Option Grants
% of Total
Options
Securities Granted to Exercise
Underlying Employees or Base
Date of Options in Fiscal Price Expiration
Name Grant Granted (#) Year (%) ($/Sh) Date
- ---------------- ------- ----------- ----------- --------- ----------
Gary H. Anderson 6/11/03 12,000 60% 10.00 7/7/2004
The stock options reflected in the table above vested in one-fifth annual
increments following each of the five full years of Mr. Anderson's service to
the Company or the Bank completed after the grant date. Since Mr. Anderson
resigned on April 6, 2004, prior to completing a full year of service after the
grant date, none of the shares subject to the option vested and the option
expired without becoming exercisable.
FISCAL YEAR-END OPTION VALUES
The following table sets forth information at December 31, 2003 concerning
stock options held by the executive officer listed in the above Summary
Compensation Table. The listed executive officer did not exercise any options
to purchase common stock of the Company during 2003. We have not granted any
stock appreciation rights, restricted stock or stock incentives other than stock
options.
Number of Securities Value of Unexercised
Underlying In-the-Money Options(1) at
Unexercised Options December 31, 2003
Name Exercisable Unexercisable Exercisable Unexercisable
- ---------------- ----------- ------------- ----------- -------------
Gary H. Anderson 0 12,000 - 0 - - 0 -
None of the stock options reflected in the table above vested and the
option expired without becoming exercisable.
________________________
(1) There is no active trading market for the Company's common stock. The
in-the-money value of the options was based on a value equal to $10.00 per
share, which was the offering price for 91,168 shares sold by the Company
on December 31, 2003 through a private placement. Since the exercise price
of the options is $10.00 per share, the options are not in-the-money.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of the Company's common
stock beneficially owned as of the record date by (a) each director and
executive officer of the Company and (b) all executive officers and directors,
as a group. The information shown below is based upon information furnished to
the Company by the named persons. Unless otherwise indicated, each person is
the record owner and has sole voting and investment power with respect to his or
her shares. Other than the directors and executive officers listed below, we
are unaware of any holder of more than 5% of the Company's common stock.
Additionally, the address of each person is 807 Dorsey Street, Gainesville,
Georgia 30501.
7
Information relating to beneficial ownership of the Company is based upon
"beneficial ownership" concepts set forth in the rules promulgated under the
Securities Exchange Act. Under these rules a person is deemed to be a
"beneficial owner" of a security if that person has or shares "voting power,"
which includes the power to vote or to direct the voting of a security, or
"investment power," which includes the power to dispose or to direct the
disposition of a security. Under the rules, more than one person may be deemed
to be a beneficial owner of the same securities. A person is also deemed to be
a beneficial owner of any security as to which that person has the right to
acquire beneficial ownership within sixty (60) days from the record date.
SHARES SUBJECT TO OPTIONS AND WARRANTS
WARRANTS
AND TOTAL
OPTIONS NUMBER
EXERCISABLE OF SHARES
NUMBER WITHIN BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER OF SHARES 60 DAYS OWNED OF CLASS NATURE OF OWNERSHIP
- ---------------------------- --------- ----------- ------------ -------- -------------------
Paula M. Allen 17,500 8,333 25,833 3.4
J. Darwin Allison, Jr. 20,000 13,333 33,333 4.4
Shelley Palmour Anderson 10,100 6,733 16,833 2.2
Kathy L. Cooper 10,500 6,667 17,167 2.3 Includes 500 shares held in an IRA for the
benefit of Ms. Cooper and 500 shares held in
an IRA for the benefit of her spouse.
Anne L. Davenport 10,300 6,733 17,033 2.3 Includes 200 shares as custodian for her
children.
Lanny W. Dunagan 20,500 6,667 27,167 3.6 Includes 500 shares owned jointly with his
son.
Gilbert T. Jones, Sr. 31,300 20,533 51,833 6.8 Includes 500 shares held as custodian for his
grandchildren.
Roger P. Martin 43,100 20,400 63,500 8.3 Includes 30,600 shares held by Lanier OB-
GYN Associates Profit Sharing Trust for the
benefit of Roger P. Martin and 12,500 shares
held by Wahoo Calc, LLC.
John C. McHugh 30,000 10,000 40,000 5.3 Includes 15,000 held in an IRA for the benefit
of John C. McHugh.
Ann M. Palmour 25,036 13,357 38,393 5.1 Includes 36 shares held in an IRA for the
benefit of Ann M. Palmour.
Albert F. Satterwhite 0 0 0 0.0
Wendell A. Turner 42,600 27,733 70,333 9.1 Includes 42,600 shares held by Lanier OB-
GYN Associates Profit Sharing Trust for the
benefit of Wendell A. Turner.
Holly R. Hunt 2,200 1,000 3,200 0.4 Includes 200 shares held as custodian for her
child.
ALL DIRECTORS AND EXECUTIVE 263,136 141,489 404,625 45.5
OFFICERS AS A GROUP
(13 PERSONS)
8
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own beneficially more than 10%
of the Company's outstanding common stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in their
ownership of the Company's common stock. Directors, executive officers and
greater than 10% shareholders are required to furnish the Company with copies of
the forms they file. To our knowledge, based solely on a review of the copies
of these reports furnished to the Company, all of our directors and executive
officers, except as noted, complied with all applicable Section 16(a) filing
requirements during 2003. Paula Allen, Gary Anderson, Lanny Dunagan, Holly Hunt
and John McHugh each filed one late report reporting one transaction.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's directors and officers, and the businesses and other
organizations with which they are associated, from time to time may have banking
transactions in the ordinary course of business with the Bank. The Bank's
policy is that any loans or other commitments to those persons or entities be
made in accordance with applicable law and on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons or entities of similar standing. All
transactions with affiliates must be on terms no less favorable than could be
obtained from an unaffiliated third party and must be approved by a majority of
directors including a majority of disinterested directors.
In addition, each loan by the Bank to any officer, director or controlling
person of the Bank or any of its affiliates may be made only in compliance with
the following conditions:
The loan:
- must be evidenced by a promissory note naming the Bank as payee and
must contain an annual percentage rate which is reasonably comparable
to that normally charged to non-affiliates by other commercial lenders
for similar loans made in the Bank's locale;
- must be repaid according to appropriate amortization schedules and
contain default provisions comparable to those normally used by other
commercial lenders for similar loans made to non-affiliates in the
Bank's locale;
- must be made only if credit reports and financial statements, or other
reasonable investigation appropriate in light of the nature and terms
of the loan and which meet the loan policies normally used by other
commercial lenders for similar loans made to non-affiliates in the
Bank's locale, show the loan to be collectible and the borrower a
satisfactory credit risk; and
- the purpose of the loan and the disbursement of proceeds are reviewed
and monitored in a manner comparable to that normally used by other
commercial lenders for similar loans made in the Bank's locale.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected the accounting firm of Mauldin & Jenkins, LLC to
serve as independent accountants of the Company for the fiscal year ending
December 31, 2004. Mauldin & Jenkins, LLC has served as the Company's
independent accounting firm since May 2004. Porter Keadle Moore, LLP served as
the Company's independent accounting firm for the fiscal year ending December
31, 2003.
On May 19, 2004, the Company dismissed Porter Keadle Moore, LLP as its
independent accountants. Management anticipates, however, that Porter Keadle
Moore, LLP will render consulting and other non-audit services to the Company in
the future.
9
Prior to the dismissal, the Company did not consult with Mauldin & Jenkins,
LLC regarding the application of accounting principles to a specific completed
or contemplated transaction or any matter that was either the subject of a
disagreement or a reportable event. The Company also did not consult with
Mauldin & Jenkins, LLC regarding the type of audit opinion that might be
rendered on the Company's consolidated financial statements.
The reports of Porter Keadle Moore, LLP on the Company's consolidated
financial statements for the fiscal years ended December 31, 2003 and 2002
contain no adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles. In connection
with its audits for the fiscal years ended December 31, 2003 and 2002 and during
the subsequent interim period preceding the Company's dismissal of Porter Keadle
Moore, LLP, there have been no disagreements with Porter Keadle Moore, LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures that, if not resolved to the
satisfaction of Porter Keadle Moore, LLP, would have caused such firm to make
reference to the subject matter of the disagreement(s) in connection with its
reports.
The Company's Audit Committee participated in and approved the decision to
change the Company's independent accountants.
No fees were billed to the Company by Mauldin & Jenkins, LLC for the years
ended December 31, 2003 and 2002.
The following table sets forth the fees billed to the Company for the years
ended December 31, 2003 and 2002 by Porter Keadle Moore, LLP:
2003 2002
------- ------
Audit fees $41,144 7,377
Audit-related fees 28,750 17,500
Tax fees 3,400 0
All other fees 765 925
------- ------
Total Fees $74,059 25,802
======= ======
AUDIT FEES
Audit fees represent fees billed by Porter Keadle Moore, LLP for
professional services rendered in connection with the (1) audit of the Company's
annual financial statements for 2003 and 2002, and (2) review of the financial
statements included in the Company's quarterly filings on Form 10-QSB and annual
filings on Form 10-KSB.
AUDIT-RELATED FEES
Audit-related fees represent fees for professional services rendered for
assurance and related services reasonably related to the performance of the
audit or review of the Company's financial statements and not included in "Audit
Fees" above. Audit-related fees are primarily for internal audit and loan
review services.
TAX FEES
Tax fees represent the aggregate fees billed in each of the last two fiscal
years for professional services rendered by Porter Keadle Moore, LLP for tax
compliance, tax advice, and tax planning.
ALL OTHER FEES
All other fees represent fees associated with fixed asset accounting in
2002 and fixed asset accounting and attendance at quarterly audit committee
meetings in 2003.
10
The fees billed by Porter Keadle Moore, LLP were pre-approved by the Audit
Committee of the Company in accordance with the policies and procedures for the
Audit Committee. The Audit Committee pre-approves all audit and non-audit
services provided by the Company's independent auditors and may not engage the
independent auditors to perform any prohibited non-audit services. For 2003,
100% of the fees incurred were pre-approved.
Representatives of Porter Keadle Moore, LLP and Mauldin & Jenkins, LLC are
expected to be present at the Annual Meeting. They will have an opportuity to
make a statement if they desire to do so and will be available to respond to
appropriate questions from shareholders.
DIRECTOR NOMINATIONS AND SHAREHOLDER COMMUNICATIONS
DIRECTOR NOMINATIONS. The full Board of Directors of the Company
participates in the consideration of director nominees. The Board has not
adopted a formal policy or process for identifying or evaluating nominees, but
informally solicits and considers recommendations from a variety of sources,
including other directors, members of the community, customers and shareholders
of the Bank, and professionals in the financial services and other industries.
Similarly, the Board does not prescribe any specific qualifications or skills
that a nominee must possess, although it considers the potential nominee's
business experience; knowledge of the Company and the financial services
industry; experience in serving as a director of the Company or another
financial institution or public company generally; wisdom, integrity and
analytical ability; familiarity with and participation in the communities served
by the Company; commitment to and availability for service as a director; and
any other factors the Board deems relevant.
In accordance with the Company's bylaws, a shareholder may nominate persons
for election as directors if written notice of the shareholder's intent to make
a director nomination is delivered or mailed to and received by the Secretary of
the Company not later than the later of (1) 30 days in advance of the date of
the annual meeting of shareholders or (2) the close of business on the tenth day
following the date on which notice of the meeting is first given to
shareholders. The notice must set forth:
(1) the information that would have been required to be included in a
proxy statement filed pursuant to the rules of the Securities and
Exchange Commission had the nominee been nominated by the Board
of Directors of the Company;
(2) the consent of the nominee to being named in a proxy statement as
a nominee and to serve as a director of the Company if elected;
(3) the name and address of the shareholder giving the notice; and
(4) the class and number of shares of the Company beneficially owned
by the shareholder.
The chairman of a shareholder meeting must refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
SHAREHOLDER PROPOSALS. To be included in the Company's 2005 proxy
statement, shareholder proposals submitted for consideration at the 2005 annual
meeting of shareholders must be received by the Company no later than December
17, 2004. Proxies solicited by the management of the Company will confer
discretionary authority upon the management of the Company to vote upon any
proposal contained in a notice received after March 2, 2005. SEC Rule 14a-8
provides additional information regarding the content and procedure applicable
to the submission of shareholder proposals to be included in the Company's 2005
proxy statement.
SHAREHOLDER COMMUNICATIONS. Shareholders wishing to communicate with the
Board of Directors or with a particular director may do so in writing addressed
to the Board, or to the particular director, and by sending it to the Secretary
of the Company at the Company's principal office at 807 Dorsey Street,
Gainesville, Georgia 30501. The Secretary will promptly forward such
communications to the applicable director or to the Chairman of the Board for
consideration at the next scheduled meeting.
11
ANNUAL MEETING ATTENDANCE. Although the Company does not have a formal
policy regarding its directors' attendance at the annual meeting of
shareholders, all directors are expected to attend the meeting. All of the
directors attended the 2003 annual meeting of shareholders.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters that may be
brought before the meeting. If, however, any matters other than those described
in the Notice of Annual Meeting of Shareholders should properly come before the
meeting, votes will be cast pursuant to the proxies in accordance with the best
judgment of the proxyholders.
If you cannot be present in person, you are requested to complete, sign,
date, and return the enclosed proxy promptly. An envelope has been provided for
that purpose. No postage is required if mailed in the United States.
August 27, 2004
12
NBOG BANCORPORATION, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 28, 2004
The undersigned hereby appoints Kathy L. Cooper and Lanny W. Dunagan as
proxies, with the power to appoint his/her substitute, and hereby authorizes
him/her to represent and to vote, as designated below, all of the common stock
of NBOG Bancorporation, Inc., which the undersigned would be entitled to vote if
personally present at the annual meeting of shareholders to be held at the
Gainesville Civic Center located at 830 Green Street, Gainesville, Georgia, on
Tuesday, September 28, 2004, at 8:00 a.m. and at any adjournments of the annual
meeting, upon the proposals described in the accompanying notice of the annual
meeting and the proxy statement relating to the annual meeting, receipt of which
are hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL.
PROPOSAL 1: To elect the four (4) persons listed below to serve as
Class I Directors of NBOG Bancorporation, Inc. for a three-year
term expiring at the 2007 annual meeting of shareholders:
Ann M. Palmour
Albert F. Satterwhite
Wendell A. Turner
John C. McHugh
[ ] FOR all nominees listed above [ ] WITHHOLD authority to vote
(except as indicated below) for all nominees listed above
INSTRUCTION: To withhold authority for any individual nominees, mark
"FOR" above, and write the nominees' names in this space.
___________________________________________________________________
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT
WILL BE VOTED FOR THE PROPOSALS. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS
TO ALL OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING.
If stock is held in the name of more than one person, all holders must
sign. Signatures should correspond exactly with the name or names appearing on
the stock certificate(s). 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 president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
----------------------------------------
Signature of Shareholder Date
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Signature of Shareholder Date
----------------------------------------
Print Name(s) of Shareholder(s)
Please mark, sign and date this Proxy, and return it in the enclosed
return-addressed envelope. No postage necessary.
I WILL __________ WILL NOT ___________ ATTEND THE ANNUAL SHAREHOLDERS MEETING.
PLEASE RETURN PROXY AS SOON AS POSSIBLE
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