SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
[Amendment No. _____ ]
Filed by the Registrant: [X]
Filed by a Party other than the Registrant: [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Waccamaw Bankshares, Inc.
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(Name of Registrant as Specified in Its Charter)
_______
(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
_____________________________
(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: _______________________________________
(2) Form, Schedule or Registration Statement no.: _________________
(3) Filing Party: _________________________________________________
(4) Date Filed: ___________________________________________________
WACCAMAW BANKSHARES, INC.
110 North J.K. Powell Boulevard
Whiteville, North Carolina 28472
(910) 641-0044
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------------------------
To Be Held
April 18, 2002
NOTICE is hereby given that the Annual Meeting of Shareholders of Waccamaw
Bankshares, Inc. (the "Company") will be held as follows:
Place: Waccamaw Bank and Corporate Center
110 North J.K. Powell Boulevard
Whiteville, North Carolina
Date: Thursday, April 18, 2002
Time: 7:00 p.m.
The purposes of the meeting are:
1. To elect two (2) members of the Board of Directors for three year
terms.
2. To ratify the appointment of Larrowe & Company P.L.C. as the Company's
independent public accountants for 2002.
3. To transact any other business that may properly come before the
meeting.
You are cordially invited to attend the meeting in person. However, even if you
expect to attend the meeting, you are requested to complete, sign and date the
enclosed appointment of proxy and return it in the envelope provided for that
purpose to ensure that a quorum is present at the meeting. The giving of an
appointment of proxy will not affect your right to revoke it or to attend the
meeting and vote in person.
By Order of the Board of Directors
James G. Graham
President and Chief Executive Officer
March 1, 2002
WACCAMAW BANKSHARES, INC.
110 North J.K. Powell Boulevard
Whiteville, North Carolina 28472
(910) 641-0044
PROXY STATEMENT
Mailing Date: On or about March 1, 2002
ANNUAL MEETING OF SHAREHOLDERS
------------------------------
To Be Held
April 18, 2002
General
This Proxy Statement is furnished in connection with the solicitation of the
enclosed appointment of proxy by the Board of Directors of Waccamaw Bankshares,
Inc. (the "Company") for the Annual Meeting of Shareholders of the Company to be
held at the Waccamaw Bank and Corporate Center, 110 North J.K. Powell
Boulevard,, Whiteville, North Carolina, at 7:00 p.m. on April 18, 2002, and any
adjournments thereof.
Solicitation and Voting of Appointments of Proxy; Revocation
Persons named in the appointment of proxy as proxies to represent shareholders
at the Annual Meeting are Crawford Monroe Enzor III, Freda H. Gore, and Alan W.
Thompson. Shares represented by each appointment of proxy which is properly
executed and returned, and not revoked, will be voted in accordance with the
directions contained in the appointment of proxy. If no directions are given,
each such appointment of proxy will be voted FOR the election of each of the two
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(2) nominees for director named in Proposal 1 below and FOR Proposal 2. If, at
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or before the time of the Annual Meeting, any nominee named in Proposal 1 has
become unavailable for any reason, the proxies will have the discretion to vote
for a substitute nominee. On such other matters as may come before the meeting,
the proxies will be authorized to vote shares represented by each appointment of
proxy in accordance with their best judgment on such matters. An appointment of
proxy may be revoked by the shareholder giving it at any time before it is
exercised by filing with Alan W. Thompson, Secretary of the Company, a written
instrument revoking it or a duly executed appointment of proxy bearing a later
date, or by attending the Annual Meeting and announcing his or her intention to
vote in person.
Expenses of Solicitation
The Company will pay the cost of preparing, assembling and mailing this Proxy
Statement and other proxy solicitation expenses. In addition to the use of the
mails, appointments of proxy may be
solicited in person or by telephone by the Company's officers, directors and
employees without additional compensation. The Company will reimburse banks,
brokers and other custodians, nominees and fiduciaries for their costs in
sending the proxy materials to the beneficial owners of the Company's common
stock.
Record Date
The close of business on February 21, 2002, has been fixed as the record date
(the "Record Date") for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting. Only those shareholders of record on that
date will be eligible to vote on the proposals described herein.
Voting Securities
The voting securities of the Company are the shares of (i) common stock, no par
value per share, of which 5,000,000 shares are authorized and 1,505,730 shares
were outstanding on December 31, 2001; and (ii) preferred stock, no par value
per share, of which 1,000,000 shares are authorized and no shares were
outstanding on December 31, 2001. There are approximately 2,100 holders of
record of the Company's common stock.
Voting Procedures; Votes Required for Approval
Each shareholder is entitled to one vote for each share held of record on the
Record Date on each director to be elected and on each other matter submitted
for voting. In accordance with North Carolina law, shareholders will not be
entitled to vote cumulatively in the election of directors at the Annual
Meeting.
In the case of Proposal 1 below, the two directors receiving the greatest number
of votes shall be elected.
In the case of Proposal 2 below, for such proposals to be approved, the number
of votes cast for approval must exceed the number of votes cast against the
proposal. Abstentions and broker nonvotes will have no effect.
Authorization to Vote on Adjournment and Other Matters
By signing a proxy, shareholders will be authorizing the proxyholders to vote in
their discretion regarding any procedural motions which may come before the
annual meeting. For example, this authority could be used to adjourn the annual
meeting if the Company believes it is desirable to do so. Adjournment or other
procedural matters could be used to obtain more time before a vote is taken in
order to solicit additional proxies or to provide additional information to
shareholders. However, proxies voted against the Proposals will not be used to
adjourn the annual meeting. The Company does not have any plans to adjourn the
meeting at this time, but intends to do so, if needed, to promote shareholder
interests.
2
Beneficial Ownership of Voting Securities
As of the December 31, 2001, no shareholder known to management owned more than
5% of the Company's common stock.
As of the December 31, 2001, the beneficial ownership of the Company's common
stock, by directors individually, and by directors and executive officers as a
group, was as follows:
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL PERCENT
BENEFICIAL OWNER OWNERSHIP/(1)/ OF CLASS/(2)/
---------------- --------- --------
M.B. ("Bo") Biggs 5,191 0.33
Lumberton, NC
Dr. Maudie M. Davis 8,199 0.53
Tabor City, NC
E. Autry Dawsey, Sr. 58,707(3) 3.77
Whiteville, NC
Crawford Monroe Enzor, III 47,481(4) 3.05
Cerro Gordo, NC
James G. Graham 35,603 2.29
Whiteville, NC
James E. Hill, Jr. 13,021(5) 0.84
Whiteville, NC
Michael K. Jones 49,402(6) 3.17
Tabor City, NC
Alan W. Thompson 27,134(7) 1.74
Whiteville, NC
R. Dale Ward 29,840(8) 1.92
Whiteville, NC
J. Densil Worthington 35,723(9) 2.29
Chadbourn, NC
All Directors and Executive Officers as a 315,726 20.27
group (13 persons)
(1) Except as otherwise noted, to the best knowledge of the Company's
management, the above individuals and group exercise sole voting and investment
power with respect to all shares shown as beneficially owned other than the
following shares as to which such powers are shared: Mr. Hill - 3,000 shares and
Mr. Worthington - 8,400 shares.
3
(2) The calculation of the percentage of class beneficially owned by each
individual and the group is based, in each case, on the sum of (1) 1,505,730
outstanding shares of common stock, and (2) 51,649 options to purchase common
stock capable of being exercised by the individual or group within 60 days of
December 31, 2001.
(3) Includes 10,080 held by Mr. Dawsey as custodian for grandchildren.
(4) Includes 28,544 shares held by Mr. Enzor's immediate family.
(5) Includes 144 shares held by Mr. Hill as custodian for minor child.
(6) Includes 3,792 shares held by Mr. Jones as custodian for minor
children.
(7) Includes 1,248 shares held by Mr. Thompson's spouse.
(8) Includes 264 shares held by Mr. Ward as custodian for minor child.
(9) Includes 3,950 shares held by Mr. Worthington as custodian for minor
child.
Reports of Changes in Beneficial Ownership
Directors and executive officers of the Company are required by federal law to
file reports with the Securities and Exchange Commission ("SEC") regarding the
amount of and changes in their beneficial ownership of the Company's common
stock. Prior to the formation of the Company as the holding company for Waccamaw
Bank (the "Bank"), such ownership reports were filed with the Federal Deposit
Insurance Corporation (the "FDIC"). Upon the formation of the Company, such
reports are now required to be filed with the SEC. The initial reports on Form 3
required to be filed with the SEC were not timely filed after the formation of
the Company. However, all such ownership reports have now been filed and the
ownership status of the Company's common stock by its directors and executive
officers is accurate and current.
PROPOSAL 1: ELECTION OF DIRECTORS
---------------------------------
The Company's Bylaws provide that its Board of Directors shall consist of
between 5 and 16 members, as determined by the Board of Directors or the
shareholders, and, if more than 9, they shall be staggered into terms of one,
two, and three years in as equal numbers as possible. The Board of Directors has
set the number of directors of the Company at ten (10). Each nominated and
incumbent director has served as a director of the Bank since 1997 and as a
director of the Company since the Bank's reorganization into a bank holding
company on July 1, 2001 except Mr. Graham who was first elected as a director of
the Bank in 1999. The two (2) directors whose terms expire at the Annual Meeting
have been renominated to three year terms.
4
Position(s) Director Principal Occupation and
Name and Age Held Since Business Experience During Past 5 Years
- ------------- ----- ----- ---------------------------------------
M.B. ("Bo") Biggs Director 1997 Certified Public Accountant; Chief Financial
(46) Officer, Comptroller/Secretary-Treasurer, K.M.
Biggs, Inc. (farming and retail sales of farm
equipment), Lumberton, NC; Director, Biggs Park,
Inc. (shopping center), Lumberton, NC.
James G. Graham Director, 1999 President and Chief Executive Officer, Waccamaw
(51) President & Bankshares, Inc. and Waccamaw Bank, Whiteville,
Chief Executive NC, 1999-Present; prior to that President and
Officer Chief Executive Officer, Miners and Merchants Bank
& Trust Co. and its holding company, Commonweath
Community Bancorp, Grundy, VA.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
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NOMINEES FOR DIRECTOR OF THE COMPANY.
Incumbent Directors
The Company's Board of Directors includes the following directors whose terms
will continue after the Annual Meeting. Certain information regarding those
directors is set forth in the following table:
Director Term Principal Occupation and
Name and Age Since Expires Business Experience During Past 5 Years
- ------------- ----- ------- ---------------------------------------
E. Autry Dawsey, Sr. 1997 2004 President and Chief Executive Officer, Premiere
(65) Management Company, Inc. (management company for other
companies listed); President, K.A.R. Enterprises, Inc.
(motel); President, B&D Enterprises (real estate);
President, Dawsey Investment Co., Inc. (fast food);
President, Premiere Construction, Inc. (construction
company); Managing Partner, Premiere Enterprises of
Whiteville, LLC (real estate); President, Premiere
Hospitality Group, Inc. (motel); Managing Partner,
Dawcut Hospitality, LLC (hotel); President, Lake
Waccamaw Convalescent Center, Inc. (nursing home);
President, 701 Associates (real estate); President, 374
Operating Co. (real estate); President, Premiere Point
(housing development); President, Premiere Living, Inc.
(nursing home; substantial operations sold in 1998); D&
H Foods ("Sonic").
Dr. Maudie M. Davis 1997 2003 Principal, South Columbus High School, Tabor City, NC.
(49)
Crawford Monroe Enzor, III 1997 2004 Owner, Monroe Enzor, III Farms, Cerro Gordo, NC;
(37) President, Enzor Farms, Inc., Fair Bluff, NC.
5
Director Term Principal Occupation and
Name and Age Since Expires Business Experience During Past 5 Years
- ------------- ----- ------- ---------------------------------------
James E. Hill, Jr. 1997 2003 Attorney, Hill & High, L.L.P., Whiteville, NC; farming
(55) operations.
Michael K. Jones 1997 2003 President, Jones Stores, Inc., also known as J&C
(52) Wholesale Co. (variety stores) Tabor City, NC; Owner
Broadway Ventures,
LLC; Managing
Partner; Conway
Shopping Center,
LLC; Managing
Partner, JONCAR,
LLC; Managing
Partner, JACJPJ,
LLC; Partner, Crown
Investments, LLC.
Alan W. Thompson 1997 2003 President, Thompson, Price, Scott, Adams & Co., P.A.
(38) (certified public accountants), Whiteville, NC.
R. Dale Ward 1997 2004 President, J.D. Wright Roofing Co., Inc., Tabor City,
(49) NC; Columbus County, NC, School Board, since 1994,
including three years as chairman; Partner, Crown
Investments, LLC.
J. Densil Worthington 1997 2003 President, Worthington Funeral Home, Inc., Chadbourn, NC.
(47)
Director Relationships
No director is a director of any company with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange
Act") or subject to the requirements of Section 15(d) of the Exchange Act, or
any company registered as an investment company under the Investment Company Act
of 1940.
Meetings and Committees of the Board of Directors
The Company's Board held two (2) meetings since its inception on July 1, 2001.
Each director attended 75% or more of the aggregate number of meetings of the
Board and any committees on which he or she served.
The Company's Board has several standing committees, including an Executive
Committee and an Audit Committee.
Executive Committee. The functions of the Nominating & Compensation Committee
are performed by the Executive Committee whose membership consists of Messrs.
Dawsey, Enzor, Graham, Hill, Jones, and Thompson. The Executive Committee
reviews and approves all salaries and benefits of Company personnel and
nominates individuals for positions on the Board of Directors. The Executive
Committee met nine (9) times since July 1, 2001.
6
Audit Committee. The members of the Audit Committee are Messrs. Biggs, Jones,
Thompson, and Worthington. The Audit Committee met one time since July 1, 2001.
Report of the Audit Committee
-----------------------------
The Audit Committee of the Company is responsible for receiving and reviewing
the annual audit report of the Company's independent auditors and reports of
examinations by bank regulatory agencies, and helps formulate, implement, and
review the Company's internal audit program.
During the course of its examination of the Company's audit process in 2001, the
Audit Committee reviewed and discussed the audited financial statements with
management. The Audit Committee also discussed with the independent auditors,
Larrowe & Company, P.L.C., all matters required to be discussed by the Statement
of Auditing Standards No. 61, as amended. Furthermore, the Audit Committee
received from Larrowe & Company, P.L.C. disclosures regarding their independence
required by the Independence Standards Board Standard No. 1, as amended and
discussed with Larrowe & Company, P.L.C..
Based on the review and discussions above, the Audit Committee recommended to
the Board that the audited financial statements be included in the Company's
annual report on Form 10-KSB for the year ended December 31, 2001 for filing
with the SEC.
The Audit Committee has written a charter.
The Audit Committee members are "independent" as defined by the Nasdaq listing
standards. The Company's common stock is not traded on any exchange.
The Audit Committee has considered whether the principal accountant's provision
of the information technology services and other non-audit services to the
Company is compatible with maintaining independence of Larrowe & Company, P.L.C.
The Audit Committee has determined that it is compatible with maintaining the
independence of Larrowe & Company, P.L.C.
This report is submitted by the Audit Committee:
M.B. "Bo" Biggs
Michael K. Jones
Alan W. Thompson
J. Densil Worthington
Director Compensation
Board Fees. Prior to the Bank's reorganization into a holding company form of
organization on July 1, 2001, each director received $200 for each Board meeting
attended and $125 for each committee meeting attended. The Chairman of the Board
received $250 for each Board meeting chaired and each committee chairman
received $125 for each committee meeting chaired.
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Beginning July 1, 2001, all directors were paid a $1,200 retainer fee, as well
as, $400 for each Board meeting attended and $200 for each committee meeting
attended. The Chairman of the Board received $750 for each Board meeting chaired
and each committee chairman received $250 for each committee meeting chaired.
1998 Nonstatutory Stock Option Plan. The shareholders of the Bank approved an
amendment to the 1998 Nonqualified Stock Option Plan (the "Nonqualified Option
Plan") at the 2001 Annual Meeting of shareholders pursuant to which the options
available under the Nonqualified Option Plan were increased to 123,035 shares of
the Bank's Common Stock being available for issuance to members of the Company's
Board of Directors and the Board of any subsidiary of the Company. In connection
with the reorganization of the Bank into the holding company form of
organization which resulted in the creation of the Company, the Nonqualified
Option Plan was adopted by the Company and options under such plan are now
options of the Company.
Executive Officers
Set forth below is certain information regarding the Company's Executive
Officers.
NAME AGE POSITION WITH COMPANY BUSINESS EXPERIENCE
- ---- --- --------------------- -------------------
James G. Graham 51 Director, President & Chief Executive President and Chief Executive Officer,
Officer Waccamaw Bankshares, Inc. and Waccamaw
Bank, Whiteville, NC, 1999-Present;
prior to that President and Chief
Executive Officer, Miners Merchants
Bank & Trust Co. and its holding
company, Commonweath Community Bancorp,
Grundy, VA.
Freda H. Gore 40 Vice President and Chief Operating Vice President and Chief Operating
Officer of Waccamaw Bank Officer of Waccamaw Bank, Whiteville, NC,
1997-Present.
David A. Godwin 45 Vice President and Chief Financial Vice President and Chief Financial
Officer of Waccamaw Bank Officer of Waccamaw Bank, Whiteville, NC,
2001-Present; prior to that, Comptroller,
Four Seasons Screen Printing Co.,
Conway, SC, February 2001-July 2001;
prior to that Chief Financial
Officer/Comptroller, Jones Stores,
Inc., Tabor City, NC, 1995-2001 (retail
variety company).
Timothy J. Reilly 56 Vice President and Senior Lending Vice President and Senior Lending Officer
Officer of Waccamaw Bank of Waccamaw Bank, Whiteville, NC,
2001-Present; prior to that Senior Vice
President and Charlotte Area Executive
for Lincoln Bank, Charlotte, NC,
1993-2001.
8
Executive Compensation
The following table shows the cash and certain other compensation paid to or
received or deferred by James G. Graham for services rendered in all capacities
during fiscal year 2001. No other current executive officer of the Company
received compensation for 2001 which exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards
------
Name and Other Annual Securities Underlying
Principal Position Year Salary($) Bonus($) Compensation ($)/(1)/ Options
- ------------------ ---- --------- -------- --------------------- -------
James G. Graham, 2001 111,000 7,000 -0- -0-
President and
Chief Executive 2000 106,000 6,000 3,293 -0-
Officer
1999 100,000 -0- -0- 44,056(2)
(1) In addition to compensation paid in cash, the Company's executive
officers receive certain personal benefits. However, the aggregate value of such
non-cash benefits received by Mr. Graham during 2001 did not exceed 10% of cash
compensation paid to him.
(2) This number reflects a 20% share dividend paid in February 2000 and 20%
share premium received upon exchange of options of the Bank for options of the
Company.
1998 Incentive Stock Option Plan. At the Bank's 2001 Annual Meeting, the
shareholders approved an amendment to the 1998 Incentive Stock Option Plan (the
"Incentive Option Plan") increasing the number of shares available for issuance
under the plan to 123,035 options to purchase Common Stock. In connection with
the reorganization of the Bank into the holding company form of organization
which resulted in the creation of the Company, the Incentive Option Plan was
adopted by the Company and options under such plan are now options of the
Company. Mr. Graham was not issued any Incentive Options during the fiscal year
ended December 31, 2001.
9
The following table sets forth information regarding option exercises and option
values as of the end of the fiscal year ended December 31, 2001.
AGGREGATED OPTION EXERCISES IN FISCAL 2001
AND FISCAL YEAR END OPTION VALUES
Number of Securities Value of Unexercised
Shares Underlying Unexercised Options at In-The-Money Options at
Acquired Value Fiscal Year End Fiscal Year End
Name on Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable(1)
---- ----------- -------- ------------------------- ----------------------------
James G. Graham -0- -0- 26,435 / 17,621 $220,996.60 / $147,311.56
(1) Price of common stock at December 31, 2001 was $16.00 per share.
Employment Agreement. The Bank is party to an employment agreement dated January
1, 1999 with James G. Graham, President and Chief Executive Officer of the Bank
and Company (the "Employment Agreement"). The term of the Employment Agreement
is one year and on each anniversary of the effective date the term automatically
extends for one year unless notice is received 90 days prior to the anniversary
date that the term will not be extended. The Employment Agreement provides for
an annual base salary of $100,000, and for discretionary bonuses and
participation in other pension and profit-sharing plans maintained by the Bank
on behalf of its employees, as well as fringe benefits normally associated with
Mr. Graham's position or made available to all other employees.
The Employment Agreement provides that Mr. Graham may be terminated for "cause"
as defined in the Employment Agreement, and that the Employment Agreement may
otherwise be terminated, in some cases with certain financial consequences, by
the Bank or by Mr. Graham. The Employment Agreement provides that should the
Bank terminate the Employment Agreement other than for cause within 24 months of
a "change in control", or should Mr. Graham terminate the agreement within 24
months during which his compensation or responsibilities are reduced, or his
work place is moved an unreasonable distance from his current work place, then
he shall receive 200% of his "base salary" as defined in Section 280G(b)(3) of
the Internal Revenue Code.
Indebtedness of and Transactions with Management
The Company has had and expects to have in the future, banking transactions in
the ordinary course of business with certain of its current directors, nominees
for director, executive officers and their associates. All loans included in
such transactions will be made on substantially the same terms, including
interest rates, repayment terms and collateral, as those prevailing at the time
such loans were made for comparable transactions with other persons, and will
not involve more than the normal risk of collectibility or present other
unfavorable features.
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PROPOSAL 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------------------------
The Board of Directors has appointed the firm of Larrowe & Company, P.L.C.,
Certified Public Accountants, as the Company's independent public accountants
for 2002. A representative of Larrowe & Company, P.L.C. is expected to be
present at the Annual Meeting and available to respond to appropriate questions,
and will have the opportunity to make a statement if he desires to do so.
The Company has paid Larrowe & Company, P.L.C. fees in connection with its
assistance in the Company's annual audit and review of the Company's financial
statements. Sometimes, the Company engages Larrowe & Company, P.L.C. to assist
in other areas of financial planning. The following table sets forth the fees
paid to Larrowe & Company, P.L.C. in various categories in 2001.
Category Amount Paid
-------- -----------
Audit Fees: $ 27,900
Financial Information System Design and Implementation Fees: --
All Other Fees(1): 27,700
------
Total Fees Paid: $ 55,600
========
(1) All Other Fees includes, among other things, fees paid for agreed upon
procedures, the internal audit, Bank Secrecy Act exam, and review of the Form
10-KSB and Forms 10-QSB.
The Audit Committee has considered whether the services provided by Larrowe &
Company, P.L.C. under the category All Other Fees above is compatible with
maintaining Larrowe & Company, P.L.C.'s independence and determined that it is.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF
---
LARROWE & COMPANY, P.L.C. AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR
2002.
OTHER MATTERS
-------------
The Board of Directors knows of no other business that will be brought before
the Annual Meeting. Should other matters properly come before the meeting, the
proxies will be authorized to vote shares represented by each appointment of
proxy in accordance with their best judgment on such matters.
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PROPOSALS FOR 2003 ANNUAL MEETING
---------------------------------
It is anticipated that the 2003 Annual Meeting will be held on a date during
April 2003. Any proposal of a shareholder which is intended to be presented at
the 2003 Annual Meeting must be received by the Company at its main office in
Whiteville, North Carolina no later than November 15, 2002, in order that any
such proposal be timely received for inclusion in the proxy statement and
appointment of proxy to be issued in connection with that meeting. If a proposal
for the 2003 Annual Meeting is not expected to be included in the proxy
statement for that meeting, the proposal must be received by the Company by
February 15, 2003 for it to be timely received for consideration. The Company
will use its discretionary authority for any proposals received thereafter.
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REVOCABLE PROXY
WACCAMAW BANKSHARES, INC.
110 North J.K. Powell Boulevard
Whiteville, North Carolina 28472
APPOINTMENT OF PROXY
SOLICITED BY BOARD OF DIRECTORS
The undersigned hereby appoints Crawford Monroe Enzor, III, Freda H. Gore, and
Alan W. Thompson (the "Proxies"), or any of them, as attorneys and proxies, with
full power of substitution, to vote all shares of the common stock of Waccamaw
Bankshares, Inc. (the "Company") held of record by the undersigned on February
21, 2002, at the Annual Meeting of Shareholders of the Company to be held at the
Waccamaw Bank and Corporate Center, 110 North J.K. Powell Boulevard, Whiteville,
North Carolina, at 7:00 p.m. on April 18, 2002, and at any adjournments thereof.
The undersigned hereby directs that the shares represented by this Appointment
of Proxy be voted as follows on the proposals listed below:
1. ELECTION OF DIRECTORS: Proposal to elect two directors of the Company for
three year terms.
____ FOR all nominees listed below ____ WITHHOLD AUTHORITY
(except as indicated otherwise below). to vote for all nominees listed below
NOMINEES:
M.B. ("Bo") Biggs
James G. Graham
Instruction: To withhold authority to vote for one or more nominees, write
that nominee's name on the line below.
----------------------------------------------------------------------------
2. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS: Proposal to ratify the
appointment of Larrowe & Company, P.L.C. as the Company's independent
accountants for 2002.
____ FOR ____ AGAINST ____ ABSTAIN
3. OTHER BUSINESS: On such other matters as may properly come before the Annual
Meeting, the proxies are authorized to vote the shares represented by this
Appointment of Proxy in accordance with their best judgment.
THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED BY THE
PROXIES IN ACCORDANCE WITH THE SPECIFIC INSTRUCTIONS ABOVE. IN THE ABSENCE OF
INSTRUCTIONS, THE PROXIES WILL VOTE SUCH SHARES "FOR" THE ELECTION OF EACH OF
THE NOMINEES LISTED IN PROPOSAL 1 ABOVE AND "FOR" PROPOSAL 2 ABOVE. IF, AT OR
BEFORE THE TIME OF THE MEETING, ANY OF THE NOMINEES LISTED IN PROPOSAL 1 FOR ANY
REASON HAVE BECOME UNAVAILABLE FOR ELECTION OR UNABLE TO SERVE AS DIRECTORS, THE
PROXIES HAVE THE DISCRETION TO VOTE FOR A SUBSTITUTE NOMINEE OR NOMINEES. THIS
APPOINTMENT OF PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED BY FILING
WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING IT OR A DULY EXECUTED
APPOINTMENT OF PROXY BEARING A LATER DATE, OR BY ATTENDING THE ANNUAL MEETING
AND REQUESTING THE RIGHT TO VOTE IN PERSON.
Date:__________________________________, 2002
(SEAL)
_______________________________________
(Signature)
_______________________________________ (SEAL)
(Signature, if shares held jointly)
Instruction: Please sign above exactly as your
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name appears on this appointment of proxy. Joint
owners of shares should both sign. Fiduciaries or
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other persons signing in a representative capacity
should indicate the capacity in which they are
signing.
IMPORTANT: TO INSURE THAT A QUORUM IS PRESENT, PLEASE SEND IN YOUR APPOINTMENT
OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. EVEN IF YOU SEND
IN YOUR APPOINTMENT OF PROXY YOU WILL BE ABLE TO VOTE IN PERSON AT THE MEETING
IF YOU SO DESIRE.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD IN THE ENCLOSED
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ENVELOPE.
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