National Bank of Georgia President Robert Guyton told stockholders here yesterday, "This bank . . . probably never will be the same."
Speaking at the bank's annual meeting, Guyton said that as a result of press and government investigations into the affairs of former NBG Chairman Bert Lance, the bank "experienced a period of national publicity and regulatory scrutiny unequalled in the history of banking in this country."
Notably absent from the meeting was any representative of Saudi Arabian businessman Ghaith Pharaon, who is offering NBG shareholders $20 a share for 60 percent of their holdings in the banks. Pharaon made the tender offer after agreeing to acquire Lance's NBG shares at the premium price.[In an unrelated development, Pharaon or a company he owns is making a tender offer for a minimum of 500,000 shares of OKC Corp., a Dallas petroleum, cement and real estate concern, at $21 a share, Dow Jones News Service reported.]
Guyton told stockholders that the only remaining investigation directly bearing on the bank is being wrapped up by the Federal Election Commission. Guyton said the FEC is trying to determine whether the bank knowingly violated campaign financing laws when it loaned an NBG plane on several occasions to Jimmy Carter's presidential campaign. Carter's campaign committee reimbursed the bank for use of the plane nearly a year ago, when questions were raised about the matter.
A federal grand jury, which meets here one week of every month, is determining whether to hand down criminal indictments against Lance and perhaps others for various financial ventures. Justice Department officials have said that the grand jury probe should be completed next fall.
Lance was president, then chairman, of NGB between January 1975 and January 1977, when he became budget director of the Carter Administration. He resigned from that post last September as a result of questions raised about his finances while he headed NBG and the Calhoun, Ga., First National Bank.
Last month, the Securities and Exchange Commission and the Comptroller of the Currency filed suit accusing Lance and the two banks of "fraud" and "deceit."
Lance and the banks consented to the government complaint, neither admitting nor denying its allegations.
In settling the complaint, Lance agreed to stay out of banking for six months and to give regulators notice if he decided to return to banking. The banks agreed to take certain remedial steps such as bringing in outside directors and instigating internal investigations of the charges.
Immediately after Lance left for Washington last year, NBG suffered three successive losing quarters. After losing $2.1 million in 1977, the bank blamed its troubles on Atlanta's sagging real estate market.
In the first quarter of 1978, NBG posted a modest profit. Net income was $159,000 compared with $21,000 in the same period a year ago.
At a news conference following the annual meeting, Guyton said that the second quarter "so far is very good" and he added: "I see no reason why we shouldn't be profitable for the full year."
Guyton, highly respected by his fellow Southern bankers for his knowledge of banking a conservative approach to running NBG.
He quit as NBG president in 1972 and returned to the bank in early 1977 when Lance went to Washington. Not long after, Guyton began writing down bad loans on NBG's books and eventually he caused the bank to suspend paying a dividend. All this caused NBG stock to plunge.
Lance, whose 200,000 shares of NBG were pledged for loans, went before the governmental affairs committee to ask for an extension on the time limit he had set to sell the stock when he joined the government.
Lance's troubles with his depressed NBG stock attracted attention of the press and led to an investigation and his eventual resignation. Lance's friends argue that the bad loan portfolio at NBG could have been worked out and that Guyton's drastic surgery was unnecessary.
At the annual meeting Guyton said the bank still had "$10 million in non-performing assets." He later described these assets as "problem loans" related to real estate ventures.
Guyton told stockholders that the bank has instituted a series of belt tightening measures, including an 11 percent reduction of staff. But he would not predict when NBG would be able to resume paying quarterly dividends.
Two NBG directors, whose dealings with Lance were criticized in the SEC complaint, have remained on the board. Thomas Mitchell, who joined the board in 1977 as Lance's trustee and who has remained there, refused comment yesterday on reports that he is a target of the grand jury probe. The grand jury reportedly is looking into SEC charges that Mitchell and Lance made a personal use of the assets of a network of northwest Georgia banks in which they have interest.
Another director, former NBG chairman King Cleveland, was criticized in the SEC complaint for selling his private house to the bank allegedly at an inflated price.