- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
November 24 2008 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant
x
Filed by a Party other than the
Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Security Bank Corporation
(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):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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November 21, 2008
Dear Security
Bank Corporation Shareholder:
In response to the current financial crisis, on October 14, 2008 the U.S. Department of Treasury announced that as part
of the Emergency Economic Stabilization Act of 2008, it was implementing a voluntary Capital Purchase Program for certain financial institutions to raise low-cost capital by selling Senior Preferred Stock directly to the Treasury. The purposes of
the Capital Purchase Program are to stabilize our financial markets, to increase the flow of financing to U.S. businesses and consumers and to support the U.S. economy generally.
In light of continuing weak economic conditions, Security Bank Corporation has taken steps necessary to achieve higher capital levels to help strengthen our companys overall financial position during these
uncertain times. As part of this process, we filed an application to participate in the Capital Purchase Program to take advantage of the opportunity to raise capital on the Treasurys favorable terms and are awaiting approval from the
Treasury. However, a prerequisite to participation in the Capital Purchase Program is the ability to issue Preferred Stock, and currently our Amended and Restated Articles of Incorporation do not provide us with the authority to issue Preferred
Stock.
As a result, we are asking our shareholders to authorize Preferred Stock under our Articles of Incorporation so we will be able to participate in
the Capital Purchase Program if we are approved. Furthermore, having the ability to issue Preferred Stock would allow us to have more competitive financing alternatives, as many of our competitors already have the ability to issue Preferred Stock
and it is an attractive investment alternative for many investors. We are also asking shareholders to approve an increase in the number of shares of our authorized Common Stock from 50 million to 80 million as a means to provide further
flexibility for future capital raises to ensure that our capital ratios remain strong throughout this financial crisis.
Your Board of Directors
unanimously recommends that you vote FOR both proposals included in the proxy statement
.
Your support is greatly appreciated.
Sincerely,
/s/ Tony E. Collins
Tony E. Collins
Interim President and CEO
This letter should be read in conjunction with Security Bank Corporations proxy statement, dated November 21, 2008. This letter may not contain all the
information that is important to you in deciding how to vote your shares. The proxy statement contains more detailed descriptions of the proposals requiring shareholder approval. As such, you should read carefully the proxy statement in its entirety
before voting on the proposals included therein. To receive a copy of the proxy statement, please direct your written request to: Lorraine D. Miller, Security Bank Corporation, P.O. Box 4748, Macon, Georgia 31208. A copy of our proxy statement is
also available on the Securities and Exchange Commissions Internet site at
http://www.sec.gov
and on our website at
www.securitybank.net
.
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