SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
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
SOUTHEASTERN BANKING CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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was paid previously. Identify the previous filing by registration statement
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4. Date Filed:
SOUTHEASTERN BANKING CORPORATION
1010 Northway Street
Darien, Georgia 31305
__________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
__________________
To the Shareholders of
Southeastern Banking Corporation:
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of Southeastern Banking Corporation (the "Company") will be held at
Southeastern Bank, 1010 Northway Street, Darien, Georgia 31305, on Tuesday, May
28, 2002 at 3:00 p.m. local time, for the following purposes:
1) To elect eight directors to serve for one year terms expiring at
the next Annual Meeting of Shareholders in 2003;
2) To set the Board of Directors (the "Board") at a twelve member
maximum with four to remain vacant until the elected Board deems it
in the Company's best interest to fill one or more of such
vacancies;
3) To approve the appointment of independent auditors by the Audit
Committee for the fiscal year 2002; and
4) To transact such other business as may properly come before the
Meeting or any adjournment or postponement thereof.
The Board is not aware of any other business to come before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Only shareholders of record at the close of business on
April 17, 2002 will be entitled to notice of and to vote at the Meeting or any
adjournment or postponement thereof.
It is important that your shares be represented and voted at the Meeting.
You can vote your shares by completing and returning the enclosed proxy card.
Regardless of the number of shares you own, your vote is important. Please act
today.
Your attention is directed to the Proxy Statement accompanying this
Notice of Meeting for more complete information on the matters to be acted upon
at the Meeting.
By Order of the Board of Directors,
WANDA D. PITTS, Secretary
April 29, 2002
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IMPORTANT: Whether or not you plan to attend the Meeting, please complete, sign,
date, and return the accompanying proxy in the postage paid envelope provided.
The giving of the proxy will not affect your right to vote at the Meeting if the
proxy is revoked as set forth in the accompanying Proxy Statement.
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SOUTHEASTERN BANKING CORPORATION
1010 Northway Street
Darien, Georgia 31305
912.437.4141
________________
PROXY STATEMENT
________________
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 28, 2002
________________
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Southeastern Banking Corporation (the
"Company") for use at the Annual Meeting of Shareholders of the Company (the
"Meeting") to be held at Southeastern Bank, 1010 Northway Street, Darien,
Georgia, on Tuesday, May 28, 2002 at 3:00 p.m. or any adjournment or
postponement thereof. This Proxy Statement and enclosed form of proxy are first
being mailed to shareholders on or about April 29, 2002.
All shares of the Company's Common Stock, par value $1.25 per share (the
"Common Stock"), represented at the Meeting by properly authorized proxies
received prior to or at the Meeting, and not revoked, will be voted at the
Meeting in accordance with the shareholder's instructions. If no instructions
are indicated, properly executed proxies will be voted FOR the proposals set
forth in this Proxy Statement. A majority of the shares of Common Stock entitled
to vote at the Meeting, represented in person or by proxy, will constitute a
quorum.
The Company does not know of any matters, other than described in the
Notice of Meeting, that are to come before the Meeting. If any other matters are
properly presented at the Meeting for action, the persons named in the enclosed
form of proxy and acting thereunder will vote on such matters as the Board of
Directors recommends.
A shareholder may revoke his or her proxy and change his or her vote at any
time prior to the voting thereof on any matter (without, however, affecting any
vote taken prior to such revocation) by: (i) signing and returning another proxy
with a later date; (ii) giving written notice of revocation of the shareholder's
proxy to the Secretary of the Company prior to the Meeting at the address below;
or (iii) voting in person at the Meeting. Any written notice revoking a proxy
should be delivered to Wanda D. Pitts, Secretary, Southeastern Banking
Corporation, at P.O. Box 455, Darien, Georgia 31305, if by mail, and at 1010
Northway Street, Darien, Georgia 31305, if by courier. The presence of a
shareholder at the Meeting will not automatically revoke such shareholder's
proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shareholders of record at the close of business on April 17, 2002 will be
entitled to one vote for each share then held. As of April 17, 2002, the Company
had 3,385,470 shares of Common Stock issued and outstanding. The Common Stock
constitutes the only voting securities issued by the Company.
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of April 17, 2002 by: (i) each person known by
the Company to be the beneficial owner of more than 5% of the outstanding shares
of Common Stock; (ii) each director, nominee, and executive officer (as defined
below under "Executive Compensation and Other Information"); and (iii) all
directors, nominees, and executive officers as a group. The Company believes
that the individuals listed each have sole voting and investment power with
respect to such shares, except as otherwise indicated in the footnotes to the
table.
1
Unless otherwise indicated below, the business address of each beneficial
owner of more than 5% of Common Stock is: c/o Southeastern Banking Corporation,
P.O. Box 455, 1010 Northway Street, Darien, Georgia 31305.
Shares Beneficially Owned
--------------------------------
Amount of Percentage
Beneficial of
Name of Beneficial Owner Ownership (1) Ownership
- ------------------------ ---------------- ------------
Alyson G. Beasley.................................................... 815,978 24.10
Leslie H. Blair...................................................... 8,340 *
David H. Bluestein................................................... 14,655 *
Gene F. Brannen...................................................... 24,849 *
W. Daniel Burkhalter................................................. 18,606 *
Rodney P. C. Burney.................................................. 100 *
William Downey (2)................................................... 182,914 5.40
Cornelius P. Holland, III............................................ 1,962 *
Alva J. Hopkins, III................................................. 34,398 1.02
G. Norris Johnson.................................................... 8,500 *
E. Amanda Kirby...................................................... 100 *
All directors, nominees, and executive officers as a group (11 persons) 1,110,402 32.80
* Less than 1%.
(1) The number of shares as to which each nominee has shared voting and
investment power is as follows: Alyson G. Beasley - 2,613; Leslie H.
Blair - 3,000 shares; Gene F. Brannen - 19,296; W. Daniel Burkhalter -
300; William Downey - 29,700; Cornelius P. Holland, III - 682; and Alva
J. Hopkins, III - 1,980.
(2) Mr. Downey's business address is: c/o Golden Isles Realty Company, Inc.,
P.O. Box 21097, St. Simons Island, Georgia 31522.
PROPOSALS ONE AND TWO - ELECTION OF DIRECTORS
A Board of Directors (the "Board") consisting initially of eight directors
will be elected at the Meeting for a one-year term or until their successors are
elected and qualified. The Board has unanimously approved the nominees named
below, all of whom are members of the current Board.
Unless otherwise instructed, it is the intention of the persons named in
the accompanying form of proxy to vote for the election of the eight nominees
named. Although the Board anticipates that all nominees will be available to
serve as directors of the Company, should any one or more of them not accept the
nomination, or otherwise be unwilling or unable to serve, the proxies will be
voted for the election of a substitute nominee, or nominees, as the Board
recommends. Except as disclosed in this proxy statement, there are no
arrangements or understandings between any nominee and any other person pursuant
to which such nominee was selected.
None of the nominees has been involved in legal proceedings related to
bankruptcies, criminal proceedings, or securities law violations. All nominees
have been engaged in their respective principal occupation and have been
associated with their respective employers for the last five years.
The Board recommends that shareholders vote in favor of all the nominees.
Nominees for Directorship
The table on the next page sets forth certain information with respect to
each nominee for election to the Board.
2
Director
Age Since
--------- ----------
Alyson G. Beasley............................................................. 34 1999
Vice President and Assistant Secretary of the Company
Controller, Southeastern Bank
Leslie H. Blair............................................................... 61 1978
Vice President, Gowen Timber Company, Inc.
David H. Bluestein............................................................ 60 1984
Mayor, City of Darien
Gene F. Brannen............................................................... 67 1984
Retired, Brannen Seafood Company, Inc.
William Downey................................................................ 68 1976
President, Golden Isles Realty Company, Inc.
Treasurer of the Company
Cornelius P. Holland, III..................................................... 46 1997
President of the Company
President and Chief Executive Officer, Southeastern Bank
President, SBC Financial Services, Inc.
Alva J. Hopkins, III.......................................................... 49 1978
Attorney-at-Law
President, Toledo Manufacturing Company, Inc.
G. Norris Johnson............................................................. 66 1979
President, Johnson Brothers Hardware, Inc.
All directors have served continuously since their respective election. There
are no family relationships among the Director nominees or executive officers of
the Company or its subsidiaries.
Approval is sought to increase the number of directors to twelve by
allowing the eight elected directors to approve four additional directors to be
elected at any time the Board deems it to be in the Company's best interest to
fill same. The Board recommends a vote for this proposal.
Meetings and Committees of the Board. The Board conducts its business through
meetings of the Board and through the activities of its committees, including
subsidiary Boards and committees. The Company's Board regularly meets quarterly
and other times as needed. During the year ended December 31, 2001, the Board of
Directors held 4 regular meetings. All the Company's directors attended at least
75% of the Board and committee meetings, including subsidiary Board of Directors
and committee meetings, on which they served.
The Executive Committee of the Board of Directors consists of Messrs.
Brannen, Downey, Holland, Hopkins and Mrs. Beasley. This committee evaluates
potential acquisitions and handles other Company matters on an as-needed basis.
The Executive Committee held no meetings during 2001.
Messrs. Blair, Bluestein, Brannen and Mrs. Beasley serve on the Profit-
Sharing Committee of the Company. The Profit-Sharing Committee evaluates profit-
sharing plan performance, reviews contribution levels, and approves
distributions to plan participants. This committee held 1 meeting during 2001.
The Board of Directors of Southeastern Bank, the Company's bank subsidiary,
meets monthly, and its Executive Committee, twice a month. All members of the
Company's Board also serve on the Southeastern Bank Board of Directors. The
Southeastern Bank Board held 12 meetings during 2001.
3
Messrs. Blair, Bluestein, Brannen, and Holland also serve on the Southeastern
Bank Executive Committee. This committee primarily reviews and approves loans
but is also empowered to act on other bank matters in the absence of the bank
Board. The Southeastern Bank Executive Committee held 24 meetings in 2001.
Messrs. Brannen, Hopkins, and Johnson serve on the joint Audit Committee of
the Company and Southeastern Bank. The primary functions of this committee are
to appoint the independent auditors for the Company and its subsidiaries; review
external audit scope, findings, and recommendations; approve the annual
financial statements, preparation of which is the responsibility of management;
evaluate internal accounting policies and procedures; and review and approve the
annual plan for the internal audit department, as well as summary reports of
such department's findings and recommendations. The "Audit Committee Report" on
the Company's financial statements for the year ended December 31, 2001 is
located on page 6. The current members of the Audit Committee are independent,
as defined by Rules of the National Association of Securities Dealers, Inc. The
Audit Committee held 3 meetings in 2001.
The Compensation Committee of Southeastern Bank is responsible for
approving the compensation arrangements for the Company's executive officers.
The current members of the Compensation Committee are Messrs. Downey, Holland,
and Hopkins and bank-only directors Archie C. Davis, Jr. and Lawrence F. Jacobs.
The Compensation Committee held 2 meetings during 2001.
The Board of Directors of SBC Financial Services, Inc., the Company's
insurance and investment subsidiary, consists of Messrs. Bluestein, Holland and
Mrs. Beasley. This Board evaluates the financial performance, approves marketing
programs, and establishes policy. Two meetings were held by the SBC Financial
Services, Inc. Board in 2001.
The Company's Board acts as a nominating committee for the annual selection
of nominees for election as Company directors. While the Board will consider
nominees recommended by shareholders, it has not established any procedures for
this purpose.
Director Compensation. Non-employee directors of the Company receive a fee of
$500.00 per meeting. No fees are paid to members of committees appointed by the
Company Board for their service on Company committees. Non-employee directors of
Southeastern Bank are paid a director's fee of $500.00 per month, and, if on the
Executive Committee, an additional $450.00 per month. Audit Committee members
are paid $150.00 for each meeting attended except for the Chairman of that
Committee who is paid $200.00 for his attendance. Non-employee directors of SBC
Financial Services, Inc. are paid $100.00 per meeting attended. No fees are paid
to directors employed by the Company and its subsidiaries for their attendance
at any Board or committee meetings.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive Officers
Executive officers are elected annually by the Board. The table below sets
forth the name of each executive officer of the Company and its subsidiaries and
the principal positions and offices each holds with the Company. Unless
otherwise indicated, each of these officers has served as an executive officer
of the Company or its subsidiaries for at least five years.
Name Information about Executive Officers
- ---- ------------------------------------
Cornelius P. Holland, III President of the Company. Mr. Holland is also
Chairman, Chief Executive Officer, and since
April 2002, President of Southeastern Bank and
SBC Financial Services, Inc. From April 1997 -
December 1997, Mr. Holland was Vice Chairman of
Southeastern Bank.
W. Daniel Burkhalter Senior Vice President of Southeastern Bank with
operational and lending oversight of various
branch locations. In addition to his position at
Southeastern Bank, Mr. Burkhalter served as
President of Southeastern Bank of Florida prior
to its merger with Southeastern Bank in June
1998. Mr.
4
Burkhalter is 48.
Rodney P.C. Burney Senior Vice President - Professional and
Business Banking of Southeastern Bank since July
30, 2001. From May 1997 - September 1998, Mr.
Burney served as President and Chief Executive
Officer of First State Bank & Trust, Cordele,
Georgia, and from 1969 - April 1997, Mr. Burney
held various positions at Wachovia Bank,
Atlanta, Georgia, most recently Senior Vice
President/Group Executive, Private Banking
Portfolio. Mr. Burney is 55.
E. Amanda Kirby Senior Vice President and an executive officer
of Southeastern Bank since April 2002. As a
regional executive, Mrs. Kirby's
responsibilities include lending and operational
oversight of various bank locations. Prior to
April 2002, Mrs. Kirby was Vice President - Loan
Administration of Southeastern Bank. Mrs. Kirby
is 42.
Alyson G. Beasley Vice President of the Company and Controller of
Southeastern Bank with responsibility for
various finance-related functions. Mrs. Beasley
was appointed an executive officer of
Southeastern Bank in April 2002.
Summary of Cash and Certain Other Compensation
All executive compensation is paid by the Company's subsidiaries. The
following table sets forth the compensation of executive officers of the
Company's subsidiaries whose annual compensation exceeded $100,000 in 2001:
SUMMARY COMPENSATION TABLE
Annual Compensation All Other
--------------------------------- Compensation
Name and Principal Position Year Salary Bonus (2) (3) (4)
- -------------------------------------- --------- ---------------- ------------- ---------------
Cornelius P. Holland, III 2001 $198,824 $16,569 $23,302
President of the Company 2000 198,824 16,569 22,904
1999 187,570 15,631 21,073
S. Michael Little (1) 2001 $161,430 $13,453 $24,253
2000 161,430 13,453 23,822
1999 153,750 12,939 22,222
W. Daniel Burkhalter 2001 $109,000 $11,633 $17,113
Senior Vice President 2000 105,482 8,790 17,089
of Southeastern Bank 1999 101,422 8,452 15,699
__________________
(1) Resigned effective April 1, 2002. Prior to his resignation, Mr. Little
served as Executive Vice President of the Company.
(2) The Company's subsidiaries maintain a qualified profit-sharing plan which
covers executive officers and other employees who have completed one
calendar year of service. A participant's interest vests 20% each year
beginning after the third year of service, with 100% vesting in seven
years. The profit-sharing contribution set aside for these executive
officers approximated $48,000 in both 2001 and 2000 and $44,000 in 1999.
(3) The Company provides group medical and life insurance for officers and
employees. Additionally, executive officers are entitled to a $100,000
executive life insurance policy. The premium amount for these policies is
included in this total.
(4) This compensation amount does not include the value of any personal benefit
that might be derived from the use of an automobile.
5
The Company does not currently have any employment contracts or change-in-
control agreements with any of its executive officers.
Stock Options, Warrants, or Rights
The Company has not issued and does not have outstanding any stock options,
warrants, or rights.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board has oversight responsibility for the
Company's financial reporting process and the quality of its financial
reporting. In connection with the December 31, 2001 financial statements, the
Audit Committee:
1) Reviewed and discussed the audited financial statements with
management, who represented to the Committee that the Company's
consolidated financial statements were prepared in accordance with
generally accepted accounting principles;
2) Discussed with the Company's independent auditors the matters
required by Statement on Auditing Standards No. 61 (Communications
with Audit Committees);
3) Received the written independence disclosures from the independent
auditors required by Independence Standards Board No. 1
(Independence Discussions with Audit Committees), and discussed
with the independent auditors their independence; and
4) Discussed with the independent auditors the quality of the
Company's financial reporting.
Based upon these reviews and discussions, the Audit Committee recommended
to the Board that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2001 for filing with
the Securities and Exchange Commission (the "SEC").
THE AUDIT COMMITTEE:
Alva J. Hopkins, III, Chairman
Gene F. Brannen
G. Norris Johnson
The foregoing report of the Audit Committee shall not be deemed to be
incorporated by reference in any previous or future document filed by the
Company with the SEC under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent that the Company specifically incorporates the
report by reference in any such document.
PROPOSAL THREE - APPOINTMENT OF AUDITORS
Subject to approval by a majority of the shares represented at the
Meeting, the Audit Committee shall be given authority to appoint the auditors of
the Company for 2002. The Audit Committee considers a number of factors in
making its appointment, including audit continuity, proposed audit scope, and
estimated fees. The Board expects that the Audit Committee will appoint BDO
Seidman, LLP or another qualified firm as the Company's independent auditors for
2002. BDO Seidman, LLP has audited the Company's financial statements for the
last three years.
During 2001, BDO Seidman, LLP provided services in the following
categories and amounts:
Fees for audit of the Company's financial statements $88,640
All other fees (1) 5,898
_________
(1) The Audit Committee does not consider the provision of these other services
to be incompatible with BDO Seidman, LLP's independence.
6
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on Southeastern Banking Corporation
common stock against the cumulative total return of the NASDAQ stock index and
The Carson Medlin Company's Independent Bank Index (the "IBI"). The IBI
comprises a group of 23 independent community banks located in the southeastern
United States.
[GRAPH]
SOUTHEASTERN BANKING CORPORATION
Five Year Performance Index
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1996 1997 1998 1999 2000 2001
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SOUTHEASTERN BANKING CORPORATION 100 111 125 110 96 103
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INDEPENDENT BANK INDEX 100 148 154 140 139 165
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NASDAQ INDEX 100 122 173 321 193 153
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OTHER DIRECTOR AND EXECUTIVE OFFICER INFORMATION
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of Southeastern Bank establishes the base
salary, cash bonuses, and other compensation for executive officers. Messrs.
Downey, Holland, and Hopkins served as members of the Compensation Committee
during 2001. Mr. Holland is currently President of the Company and its two
subsidiaries. Mr. Downey is Treasurer of the Company but receives no salary or
other remuneration besides director's fees for serving in that capacity.
During 2001, the Company's bank subsidiary engaged in customary banking
transactions and had outstanding loans to certain directors, executive officers,
principal shareholders, and their affiliates, including members of immediate
families, of the Company and its subsidiaries. These loans were made in the
ordinary course of business on substantially the same terms and conditions,
including interest rates and collateral, as those prevailing at the same time
for comparable transactions with other customers and did not, in the opinion of
management, involve more than normal credit risk or present other unfavorable
features. Such persons are expected to continue these transactions in the
future. Additionally, in the ordinary course of business, the Company buys goods
and services from directors who are not employees. Such purchases were not
material during 2001.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended ("Section
16(a)"), requires the Company's directors, executive officers, and persons who
own 10% or more of the Company's common
7
stock to file reports of ownership and changes in ownership with the SEC. To the
Company's knowledge, based solely on a review of the copies of 16(a) reports
furnished to the Company during fiscal year 2001, all directors, executive
officers, and 10% shareholders complied with all Section 16(a) filing
requirements, except Messrs. Burkhalter and Holland did not timely file reports
for their purchases of 2,004 and 630 shares, respectively.
ADDITIONAL INFORMATION
Shareholder Proposals
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Company's principal
administrative office no later than December 30, 2002. Shareholder proposals
should be delivered to Southeastern Banking Corporation, Attention: Corporate
Secretary, at P.O. Box 455, Darien, Georgia 31305, if by mail, and at 1010
Northway Street, Darien, Georgia 31305, if by courier. Any such proposal shall
be subject to the requirements of the proxy rules adopted under SEC rules and
regulations and, as with any shareholder proposal (regardless of whether
included in the Company's proxy materials), the Company's Articles of
Incorporation and Bylaws as well as Georgia law. Under the proxy rules, in the
event that the Company receives notice of a shareholder proposal to take action
at the next annual meeting that is not submitted for inclusion in the Company's
proxy materials, or is submitted for inclusion but is properly excluded from
such proxy materials, the persons named in the form of proxy sent by the Company
to its shareholders will vote on such proposal as the Board recommends without
any discussion of the proposal in the 2003 Proxy Statement if notice of the
proposal is not received at the principal administrative office of the Company
by March 15, 2003.
Proxy Solicitation
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees, and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Company's Common Stock. In addition to solicitation by
mail, directors, officers, and other employees of the Company may solicit
proxies personally or by telegraph or telephone, without additional
compensation. The Company may also retain the services of a proxy solicitation
firm, whose fees and expenses would be paid by the Company, although the Company
has no present intention to retain any such firm.
Other Matters
The Board knows of no other matters which will be brought before the
Meeting. If other matters are properly introduced, the persons named in the
enclosed proxy will vote on such matters as the Board recommends.
By Order of the Board of Directors,
WANDA D. PITTS, Secretary
April 29, 2002
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UPON WRITTEN REQUEST BY ANY SHAREHOLDER TO SOUTHEASTERN BANKING CORPORATION,
P.O. BOX 455, 1010 NORTHWAY STREET, DARIEN, GEORGIA 31305, ATTENTION: CORPORATE
SECRETARY, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE PROVIDED
UPON PAYMENT OF REASONABLE COST, IF ANY, OF REPRODUCTION AND DELIVERY.
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8
[X] PLEASE MARK VOTES SOUTHEASTERN BANKING CORPORATION
AS IN THIS EXAMPLE PROXY For All Withhold For All
Nominees Authority Except
ANNUAL MEETING OF SHAREHOLDERS 1. PROPOSAL TO ELECT AS [_] [_] [_]
TO BE HELD MAY 28, 2002 DIRECTORS:
THIS PROXY IS SOLICITED BY THE BOARD OF Alyson G. Beasley, Leslie H. Blair, David H. Bluestein, Gene F.
DIRECTORS. Brannen, William Downey, Cornelius P. Holland, III, Alva J.
Hopkins, III, G. Norris Johnson
The undersigned, revoking previous proxies, hereby appoints INSTRUCTIONS: To withhold authority to vote for any individual
Cornelius P. Holland, III and Alyson G. Beasley, and each of nominee, mark "For All Except" and write that nominee's name
them, proxies with full power of substitution, to vote all on the line below.
shares of Common Stock of Southeastern Banking Corporation _________________________________________________________________
(the "Company") which the undersigned is entitled to vote at
the Annual Meeting of Shareholders (the "Meeting") to be held For Against Abstain
at Southeastern Bank, 1010 Northway Street, Darien, Georgia 2. PROPOSAL TO SET THE NUMBER [_] [_] [_]
on Tuesday, May 28, 2002 at 3:00 p.m. local time or any OF DIRECTORS AT 12.
adjournment or postponement thereof, upon the matters
described below and in the accompanying Proxy Statement dated For Against Abstain
April 29, 2002, and upon any other business that may properly 3. PROPOSAL TO APPROVE THE [_] [_] [_]
come before the Meeting or any adjournment or postponement APPOINTMENT OF INDEPENDENT
thereof. AUDITORS BY THE AUDIT COMMITTEE.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE,THIS PROXY
---------------------------- WILL BE VOTED FOR ITEMS 1, 2, AND 3.
Please be sure to sign and date Date
this Proxy in the box below. Pursuant to the Proxy Statement, said proxies are directed to
- -------------------------------------------------------------- vote as indicated on the Proxy and otherwise as the Board of
Directors recommends with respect to any other business that may
properly come before the Meeting or any adjournment or
postponement thereof. By executing this Proxy, I acknowledge
receipt of the Notice of Meeting, the accompanying Proxy
- ---Stockholder sign above-----Co-holder (if any) sign above--- Statement, and the Company's 2001 Annual Report.
+ +
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. Detach above card, sign, date, and mail in postage paid envelope provided.
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NOTE: Please sign exactly as your name appears on the Proxy; if shares are held jointly, all joint owners must sign. An executor,
administrator, trustee, guardian, or other person signing in a representative capacity must give his or her full title. A
corporation must sign in full corporate name by its president or other authorized officer. A partnership must sign in partnership
name by an authorized person.
PLEASE ACT PROMPTLY
SIGN, DATE, & MAIL YOUR PROXY CARD TODAY
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW, AND RETURN THIS PORTION WITH THE PROXY IN THE
ENVELOPE PROVIDED.
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