DARLINGTON COUNTY BANCSHARES, INC.
202 CASHUA STREET
DARLINGTON, SOUTH CAROLINA 29532
March 21, 2003
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
(the "Annual Meeting") of Darlington County Bancshares, Inc. (the "Company") to
be held at the Company's principal offices, 202 Cashua Street, Darlington, South
Carolina, on Tuesday, April 22, 2003 at 5:30 p.m.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the Annual Meeting. During the Annual
Meeting, we will report on the operations of the Company. Directors and officers
of the Company, as well as representatives of Elliott, Davis & Company, LLP, our
independent auditors, will be present to respond to any questions shareholders
may have.
To ensure proper representation of your shares at the Annual Meeting,
please sign, date and return the enclosed proxy card as soon as possible, even
if you currently plan to attend the Annual Meeting. This will not prevent you
from voting in person, but will ensure that your vote will be counted if you are
unable to attend.
Sincerely,
/s/ W. B. McCown, III
W. B. McCown, III President
and Chief Executive Officer
DARLINGTON COUNTY BANCSHARES, INC.
202 CASHUA STREET
DARLINGTON, SOUTH CAROLINA 29532
(843) 395-1956
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 22, 2003
To the Shareholders of Darlington County Bancshares, Inc:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Darlington County Bancshares, Inc. (the "Company") will be
held on April 22, 2003 at 5:30 p.m., Darlington time, at the Company's principal
offices, 202 Cashua Street, Darlington, South Carolina for the following
purposes:
1. To elect four Directors to hold office until their respective
terms expire or until their successors are duly elected and
qualified;
2. To transact such other business as may properly come before
the Annual Meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 10, 2003
will be entitled to vote at the Annual Meeting.
By Order of the Board of Directors,
/s/ Albert L. James, III
Albert L. James, III
Secretary
Darlington, South Carolina
March 21, 2003
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE POSTAGE-PAID
ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU WISH, YOU
MAY WITHDRAW YOUR PROXY AND VOTE YOUR SHARES IN PERSON AT THE ANNUAL MEETING.
DARLINGTON COUNTY BANCSHARES, INC.
202 CASHUA STREET
DARLINGTON, SOUTH CAROLINA 29532
----------------------
PROXY STATEMENT
----------------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 22, 2003
This Notice of Annual Meeting, Proxy Statement and Proxy (these "Proxy
Materials") are being furnished to shareholders in connection with a
solicitation of proxies by the Board of Directors of Darlington County
Bancshares, Inc. (the "Company"). This solicitation is being made in connection
with the Annual Meeting of Shareholders (the "Annual Meeting") to be held at the
Company's principal offices, 202 Cashua Street, Darlington, South Carolina at
5:30 p.m. on April 22, 2003. These Proxy Materials are being mailed on
approximately March 21, 2003.
Voting Matters
Shareholders of record as of the close of business on March 10, 2003 of
the Company's $0.01 par value per share common stock ("Common Stock") will be
entitled to vote at the Annual Meeting. At the close of business on that day,
158,000 shares of Common Stock were outstanding. Holders of Common Stock are
entitled to one vote per share on each matter presented at the Annual Meeting or
any adjournments thereof. Shareholders are not entitled to cumulate their votes
for election of directors.
Shares of Common Stock may be voted in person or by proxy. The
presence, either in person or by proxy, of holders of shares representing a
majority of the outstanding Common Stock of the Company on March 10, 2003 is
necessary to constitute a quorum at the Annual Meeting. Abstentions and broker
non-votes are each included in the determination of the number of shares present
and voting. In connection with the election of directors, abstentions and broker
non-votes are not counted in determining the number of shares present and
voting.
Revocability of Proxy
Shares represented by a properly executed proxy in the accompanying
form and given by a shareholder, and not revoked, will be voted in accordance
with such instructions. As stated in the Proxy, if a returned Proxy does not
specify otherwise, the shares represented thereby will be voted in favor of all
proposals set forth herein. Proxies may be revoked at any time prior to their
being voted at the Annual Meeting by written notice to Albert L. James, III at
Darlington County Bancshares, Inc., 202 Cashua Street, Darlington, South
Carolina 29532, (843) 395-1956 or by execution and delivery of a subsequent
proxy or by attendance and voting in person at the Annual Meeting.
Solicitation of Proxies
This solicitation of proxies is made by the Company, and the Company
will bear the cost of this proxy solicitation, including the cost of preparing,
handling, printing and mailing these Proxy Materials. Proxies will be solicited
principally through these Proxy Materials. Proxies may also be solicited by
telephone or through personal solicitation conducted by regular employees of the
Company. Employees and officers will be reimbursed for the actual out-of-pocket
expenses incurred by them in connection with such solicitation. Banks, brokers
and other custodians are requested to forward these Proxy Materials to their
customers where appropriate, and the Company will reimburse such banks, brokers
and custodians for their reasonable out-of-pocket expenses in sending these
Proxy Materials to beneficial owners of the shares.
ELECTION OF DIRECTORS
ITEM 1 ON THE PROXY
Nominations for Election of Directors
The Company's Board of Directors is currently comprised of 9 persons. The
Company's Articles of Incorporation provide that the Board of Directors shall be
divided into three classes of Directors with each class being elected for
staggered three-year terms. At this meeting, three directors in the class whose
term is expiring at this Annual Meeting are being nominated for reelection.
Additionally, Henry M. Funderburk, III, Executive Vice President of Darlington
County Bank is being proposed as a nominee for the Board of Directors.
Directors will be elected by a plurality of votes cast at the Annual
Meeting. Abstentions and broker non-votes with respect to Nominees will not be
considered to be either affirmative or negative votes.
Identification of Nominees
Management proposes to nominate to the Board of Directors the four
persons listed as Nominees in the table below. Each of the Nominees is currently
serving as a Director with the exception of Henry M. Funderburk, III. Each
Nominee, if elected, will serve until the expiration of his respective term and
until his successor is duly qualified. Unless authority to vote with respect to
the election of one or more Nominees is "WITHHELD," it is the intention of the
persons named in the accompanying Proxy to vote such Proxy for the election of
these Nominees. Management believes that all such Nominees will be available and
able to serve as Directors. However, should any Nominee become unable to accept
election, it is the intention of the person named in the Proxy, unless otherwise
specifically instructed in the Proxy, to vote for the election of such other
persons as management may recommend.
The following table sets forth the names and ages of the Nominees for
Directors and the Directors continuing in office, the positions and offices with
the Company held by each such person, and the period that each such person has
served as a Director.
NAME AGE POSITION OR OFFICE WITH THE COMPANY DIRECTOR SINCE
- ---------------------- --- ----------------------------------- --------------
NOMINEES FOR DIRECTORS (FOR TERMS EXPIRING IN 2006)
Hubert C. Baker 59 Director 1998
G. Clyde Scott 64 Director 1986
Eugene A. Vaughan 54 Director 1986
Henry M. Funderburk, III 51 Executive Vice President
DIRECTORS CONTINUING IN OFFICE (FOR TERMS EXPIRING IN 2005)
W. Edwin Dargan. 57 Director 1999
Albert L. James, III 59 Director 1997
W. B. McCown, III 64 President, Chief Executive Officer 1986
DIRECTORS CONTINUING IN OFFICE (FOR TERMS EXPIRING IN 2004)
Raymond Galloway 82 Director 1986
R. E. Goodson, Sr. 87 Chairman of Board of Directors 1986
Charles G. Howard 64 Director 1997
The Board unanimously recommends a vote For these nominees.
Meetings and Committees of the Board of Directors
The Board of Directors, by motion passed by a majority of the Board, may
designate members of the Board to constitute committees which shall in each case
consist of such numbers of Directors and shall have and may exercise such powers
as the Board may determine and specify in the respective motions appointing
them.
The Company has the following committees: Audit Committee, Finance
Committee, Investment Committee, Benefits Committee, and Executive Committee.
The Company does not have a nominating committee.
The Audit Committee reviews the Company examination and audit reports and
is responsible for in-house audit policies. Messrs. James (Chairman), Goodson
and Vaughan serve on the Audit Committee. The Audit Committee met four times in
2002.
The Finance Committee is responsible for the supervision of the Company's
loan portfolio and loan policies. Messrs. Galloway (Chairman), Howard, Scott and
McCown serve on the Finance Committee. The Finance Committee met eleven (11)
times in 2002.
2
The Investment Committee is responsible for the supervision of the
Company's investments and asset-liability management policy. Messrs. Baker
(Chairman), James, Dargan and McCown serve on the Investment Committee. The
Investment Committee met four times in 2002.
The Executive Committee is responsible for the total supervision of the
Company to include personnel matters, compensation of officers and employees and
long range planning. Messrs. Goodson (Chairman), Galloway, James and McCown
serve on the Executive Committee. The Executive Committee met five times in
2002.
The Benefits Committee is responsible for reviewing the Officer and
Employee benefits of the Company. Messrs. Vaughan (Chairman), Baker, Howard, and
Dargan serve on the Benefits Committee. The Benefits Committee met four times
during 2002.
The Board of Directors of the Company met twelve times for regular and
special meetings in 2002. Each Director attended at least 75% of the aggregate
of (a) the total number of meetings of Board of Directors held during the period
for which he served as Director, and (b) the total number of meetings held by
all committees of the Board on which he served.
EXECUTIVE OFFICERS
The Company's executive officers are appointed by the Board of Directors
and serve at the pleasure of the Board. The person set forth below is the sole
executive officer of the Company. The Company also has a Chairman of the Board
and Secretary, but these individuals are not executive officers.
NAME AGE COMPANY OFFICES CURRENTLY HELD COMPANY OFFICER SINCE
- ---- --- ------------------------------ ---------------------
W. B. McCown, III 64 President and Chief Executive Officer 1986
BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
Dr. Baker is a dentist in practice with Askins & Baker, P.A. located in
Darlington, South Carolina.
Mr. Dargan engages in a farming operation in Darlington County.
Mr. Galloway engages in a farming operation in Darlington County.
Mr. Goodson is the Chairman of the Board of R.E. Goodson Construction
Co., Inc., a construction company located in Darlington, South
Carolina.
Mr. Howard is the President of Chase Oil Company, Inc. a fuel
distributor in the Pee Dee region of South Carolina.
Mr. James is an attorney in private practice in Darlington, South
Carolina.
Mr. McCown is President and CEO of the Company.
Mr. Scott is the President of Darlington Machinery Co., Inc., a
hardware store and machine shop located in Darlington, South Carolina.
Mr. Vaughan is President of Vaughan Insurance Agency, Inc., an
insurance agency located in Darlington, South Carolina.
3
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS
During 2002, Directors received a fee of $250 for each Board of
Directors' meeting attended. Non-employee directors who were committee members
received $50 per committee meeting attended.
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth information concerning all compensation
paid by the Company during the fiscal years ended December 31, 2000, 2001 and
2002 to the Company's CEO for services rendered in all capacities to the
Company. For purposes of the table, all bonus amounts listed for a particular
year were actually paid in the first quarter of the following year. For example,
the bonuses for 2000 were paid in the first quarter of 2001, but listed as 2000
compensation, because the bonuses were earned as of December 31, 2000.
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------ ------------------------ --------
Other Restricted Securities All
Annual Stock Underlying LTIP Other
Name and Salary Bonus Compen- Awards Options/ Payouts Compensation
Principal Position Year ($) ($) sation ($) SARs (#) ($) ($)
------------------ ---- ------- ----- ------- ---------- ---------- -------- -------------
W. B. McCown, III 2002 76,732 964 (1) -- -- -- 3,941(2)
President, CEO 2001 74,414 -0- (1) -- -- -- 3,826(2)
2000 73,696 2,250 (1) -- -- -- 3,679(2)
(Footnotes to table)
- -------------------------
(1) Certain amounts may have been expended by the Company which may have had
value as a personal benefit to the executive officer. However, the total
value of such benefits did not exceed the lesser of $50,000 or 10% of the
annual salary and bonus of such executive officer.
(2) This amount is comprised of contributions made by the Company to Mr.
McCown's SEP-IRA.
The Company provides life and health insurance plans for all full-time
officers and employees of the Company. Certain officers are reimbursed for civic
and social club dues. In December 1989, the Board of Directors established a
Simplified Employee Pension-Individual Retirement Account ("SEP-IRA") for all
officers and employees meeting certain age and service requirements.
Contributions are at the discretion of and determined annually by the Board of
Directors and are not to exceed the maximum amount deductible under the
applicable section of the Internal Revenue Code. All officers and employees are
eligible to receive a contribution after reaching the age of 21 and having
completed one full year of service with the Company. Contributions are made,
based on a percent of the total base salary for qualified persons and an equal
distribution in terms of percent is made to each person's retirement account.
The officers and employees are fully vested upon being eligible to participate
in the tax deferred plan and are in control of his or her investments. The only
SEP-IRA contribution to an executive officer or Director of the Company for the
year ended December 31, 2002 was to W.B. McCown, III in the amount of $3,940.51.
4
In 1996, the Board of Directors established an Incentive Plan for all
eligible officers and employees of the Company. All full-time officers and
employees may become eligible to receive an incentive bonus under the Company's
Incentive Plan after having completed one full year of service with the Company
provided the Company achieved a return on average assets of 1.00% or better.
Also, each officer and employee must have met specific individual goals set for
their job at the beginning of the year in order to be eligible to participate in
the Incentive Plan. The only incentive bonus paid to an executive officer or
director of the Company for the period ended December 31, 2002 was to W. B.
McCown, III in the amount of $964.00.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 10, 2003 information with
respect to the Common Stock owned beneficially or of record by each of the
Directors and Nominees individually, by the Named Executive Officers and by all
Directors and executive officers of the Company as a group. Unless otherwise
noted, each person has sole voting power and sole investment power with respect
to the shares listed. There are no persons known to the Company to own
beneficially 5% or more of the Common Stock. The following information is based
on a total of 158,000 shares of Common Stock outstanding. There are no
outstanding options to purchase Common Stock.
AMOUNT AND NATURE PERCENT
NAME OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
- ------------------------ ----------------------- ----------
Hubert C. Baker 1,000 (1) *
W. Edwin Dargan 400 *
Raymond Galloway 1,770 1.1%
R. E. Goodson, Sr. 100 *
Charles G. Howard 2,745 (2) 1.7%
Albert L. James, III 430 *
W. B. McCown, III 2,300 (3) 1.5%
G. Clyde Scott 9,687 (4) 6.1%
Eugene A. Vaughan 3,295 (5) 2.1%
-
Henry M. Funderburk, III 696 (6) *
----- -----
ALL DIRECTORS/EXECUTIVE
OFFICERS AS A GROUP (10 persons) 22,423 14.19%
(Group includes Mr. Funderburk, nominee for Board of Directors)
* Less than 1%.
(1) Includes 300 shares held of record by Dr. Baker's spouse's individual
retirement account.
(2) Includes 2,000 shares held of record of Mr. Howard's individual
retirement account.
(3) Includes 2,000 shares held of record of Mr. McCown's individual
retirement account and pending purchase of 200 shares to close in
March.
(4) Includes 3,017 shares held by Mr. Scott's spouse and 4,995 shares held
by Darlington Machinery, Inc. of which Mr. Scott is a majority
shareholder. Mr. Scott disclaims beneficial ownership of 31% of the
shares owned by Darlington Machinery, Inc.
(5) Includes 195 shares held of record by Mr. Vaughan's spouse's
individual retirement account and 2,000 shares held by Vaughan
Insurance Agency of which Mr. Vaughan is the sole shareholder.
(6) Includes 496 shares held of record of Mr. Funderburk's individual
retirement account and pending purchase of 200 shares to close in
March.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has had, and expects to have in the future, banking
transactions in the ordinary course of business with the Company's Directors and
officers and their associates, on the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unrelated third parties. Such loans have not involved more than normal risks of
collectibility nor have they presented any other unfavorable features. Under
banking regulations applicable to state banks, any loan made by such a Company
to any of its officers or Directors must be collaterally secured. The aggregate
dollar amount of these loans was approximately $933,807 at December 31, 2002.
During 2002, approximately $392,475 in new loans were made and repayments of
principal totaled approximately $196,978.
5
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's Directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the Securities and Exchange Commission (the "SEC") initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Executive officers, Directors and greater than
ten-percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms filed. To the Company's knowledge, based
solely on review of the copies of such reports furnished to the Company and
written representations that no other reports were required during 2002, all
required Section 16(a) filings applicable to its executive officers, Directors
and greater than 10% beneficial owners were made.
INDEPENDENT PUBLIC ACCOUNTANT
Elliott, Davis LLP ("Elliott Davis") served as the Company's independent
public accountants for the 2002 fiscal year. Elliott Davis has indicated that it
plans to have a representative present at the Annual Meeting. Such
representative will have the opportunity to make a statement and will be
available to respond to appropriate questions from shareholders. The Board of
Directors has selected Elliott Davis as the independent public accountants for
the Company for the 2003 fiscal year.
The Audit Committee considered whether the provision of the services set
forth below in "Audit Fees", "Financial Information System Design And
Implementation Fees" and "All Other Fees" is compatible with maintaining the
independence of Elliott Davis, LLP and determined that no independence issues
arose as a result of the provisions of such services.
AUDIT FEES
During 2002, Elliott, Davis LLP billed the Company an aggregate of $16,500
for professional services rendered for the audit of the Company's annual
financial statements for the year ended December 31, 2002 and reviews of the
financial statements included in the Company's Forms 10-QSB for that year and
the Company's income tax returns. The Company estimates that the total fees for
the above services for the year ended December 31, 2002 will be approximately
$30,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
During the year ended December 31, 2002, Elliott, Davis LLP billed the
Company an aggregate of $-0- for the following professional services provided
during 2002:The Company estimates that Elliott, Davis LLP will bill an
additional $-0- during 2003 for such services provided in 2002.
ALL OTHER FEES
No other fees were billed by Elliott, Davis LLP.
6
The Company's independent accountants also provided to the Committee
the written disclosure required by Independence Standards Board Standard No. 1
(Independence Discussion with Audit Committees), and the Committee discussed
with the independent accountants the firm's independence.
REPORT OF AUDIT COMMITTEE
The Audit Committee of the Board of Directors is responsible for
exercising independent, objective oversight of Darlington County Bancshares,
Inc.'s independent auditors, accounting functions and internal controls. The
Audit Committee is composed of three directors. The Audit Committee acts under a
written charter adopted by the Board of Directors. However, the Audit Committee
is not responsible for the preparation or the auditing of the financial
statements. The Company's management has the responsibility for preparing the
financial statements and implementing internal controls and the Company's
independent accountants have the responsibility for auditing the financial
statements and monitoring the effectiveness of the internal controls. The review
of the financial statements by the Audit Committee is not the equivalent of an
audit.
The Audit Committee reviewed and discussed the annual financial
statements with management and the independent accountants. As part of this
process, management represented to the Audit Committee that the financial
statements were prepared in accordance with generally accepted accounting
principles. The Audit Committee also received and reviewed written disclosures
and a letter from the accountants concerning their independence as required
under applicable standards for auditors of public companies. The Audit Committee
discussed with the accountants the contents of such materials, the accountant's
independence and the additional matters required under Statement on Auditing
Standards No. 61. Based on such review and discussion, the Audit Committee
recommended that the Board of Directors include the audited consolidated
financial statements in Darlington County Bancshares, Inc.'s Annual Report on
Form 10-KSB for the year ended December 31, 2002 for filing with the Securities
and Exchange Commission. The Audit Committee Report shall not be incorporated by
reference into future filings.
Members of the Audit Committee:
Albert L. James, III
R. E. Goodson, Sr.
Eugene A. Vaughan
SHAREHOLDER PROPOSALS
Proposals by shareholders for consideration at the 2004 Annual Meeting of
Shareholders must be received at the Company's offices at 202 Cashua Street,
Darlington, South Carolina 29532 no later than December 2, 2003, if any such
proposal is to be eligible for inclusion in the Company's proxy materials for
its 2004 Annual Meeting. After that date, the proposal will not be considered
timely. Shareholders submitting proposals for inclusion in the proxy statement
and form of proxy must comply with the proxy rules under the Securities Exchange
Act of 1934, as amended, and all shareholders submitting proposals must comply
with the Bylaw requirements described below.
Under applicable regulations, the Company is not required to include
shareholder proposals in its proxy materials unless certain other conditions
specified in those regulations are satisfied.
The Bylaws of the Company require timely advance written notice of
shareholder nominations of director candidates and of any other proposals to be
presented at an annual meeting of shareholders. In the case of director
nominations by shareholders, the Bylaws require that a shareholder's notice be
delivered to the principal executive offices of the Company during the period of
time from the 30th day to the 60th day prior to the annual meeting of
shareholders at which directors are to be elected, unless such requirement is
expressly waived in advance of the meeting by formal action of the board of
directors. In the case of other proposals by shareholders at an annual meeting,
the Bylaws require that advance written notice be delivered to the Company's
7
Secretary (at the address indicated above). To be timely, a shareholder's notice
must be delivered to or mailed and received at the principal executive offices
of the Company between the 60th and 90th days prior to the first anniversary of
the preceding year's annual meeting. However, in the event that the date of the
annual meeting is more than 30 days before or more than 60 days after such
anniversary date, such shareholder notice must be so delivered between the 60th
and 90th days prior to such annual meeting or within 10 days following the day
on which public announcement of the date of such meeting is first made by the
Company. A copy of the Bylaws is available upon request to the Secretary of the
Company at the address indicated above.
FINANCIAL INFORMATION
THE ANNUAL REPORT TO STOCKHOLDERS COVERING THE COMPANY'S FISCAL YEAR ENDED
DECEMBER 31, 2002, INCLUDING FINANCIAL STATEMENTS, IS ENCLOSED HEREWITH AND
INCORPORATED BY REFERENCE HEREIN. THE COMPANY WILL FURNISH FREE OF CHARGE A COPY
OF THE ANNUAL REPORT ON FORM 10-KSB UPON WRITTEN REQUEST TO W.B. MCCOWN, III,
PRESIDENT, DARLINGTON COUNTY BANCSHARES, INC., P.O. BOX 502, DARLINGTON, S.C.
29540-0502.
AVAILABLE INFORMATION
The Company is presently registered with the Securities and Exchange
Commission (the "Commission") and is subject to the informational requirements
of the Exchange Act. Pursuant to the provisions of the Exchange Act, the Company
is required to file reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Chicago Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon the payment of fees at prescribed rates. The
Commission maintains a Web site (http://www.sec.gov) that contains reports,
proxy and information statements and other information regarding registrants
(which will include the Company) that file electronically with the Commission.
OTHER MATTERS
Management is not aware of any other matter to be brought before the
Annual Meeting. If other matters are duly presented for action, it is the
intention of the persons named in the enclosed proxy to vote on such matters in
accordance with their judgment.
By Order of the Board of Directors,
/s/ Albert L. James, III
Albert L. James, III
Secretary
March 21, 2003
Darlington, South Carolina
8
Annex A
P
R
O DARLINGTON COUNTY BANCSHARES, INC.
X THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Y ANNUAL MEETING, APRIL 22, 2003
The undersigned stockholder of Darlington County Bancshares, Inc., hereby
revoking all previous proxies, hereby appoints Charles G. Howard, Sr. and Albert
L. James, III, and each of them individually, the attorney or attorneys and
proxy or proxies of the undersigned, with full power of substitution, to attend
the Annual Meeting of Shareholders of Darlington County Bancshares, Inc. to be
held April 22, 2003, at 5:30 p.m., local time, at 202 Cashua Street, Darlington,
South Carolina 29532 and at any adjournments thereof, and to vote all shares of
stock of Darlington County Bancshares, Inc. that the undersigned shall be
entitled to vote at such meeting. Said proxies are instructed to vote on the
matters set forth in the proxy statement/prospectus as specified below.
1. Election of directors.
[ ] FOR ALL NOMINEES set forth below (except as marked to the
contrary):
[ ] Hubert C. Baker [ ] G. Clyde Scott [ ] Eugene A. Vaughan
[ ] Henry M. Funderburk, III
[ ] WITHHOLD AUTHORITY to vote for all Nominees.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY SIGNED AND DATED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR APPROVAL OF EACH
OF THE PROPOSALS ABOVE.
Please sign exactly as name appears on stock certificate. When signing as
attorney, administrator, trustee, guardian or agent, please indicate the
capacity in which you are acting. If stock is held jointly, signature should
appear for both names. If more than one trustee, all should sign. If stock is
held by a corporation, please sign in full corporate name by authorized officer
and give title of office. This Proxy may be revoked any time prior to its
exercise.
Dated: ______________________, 2003
----------------------------------------
Print Name (and title if appropriate)
----------------------------------------
Signature
----------------------------------------
Print Name (and title if appropriate)
---------------------------------------
Signature
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.