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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14-A
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
14(a)-6(6)(2)
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SEACOAST BANKING CORPORATION OF FLORIDA
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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)(4) 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:
Seacoast
BANKING CORPORATION OF FLORIDA
March 14, 2001
TO THE SHAREHOLDERS OF
SEACOAST BANKING CORPORATION OF FLORIDA:
You are cordially invited to attend the 2001 Annual Meeting of
Shareholders of Seacoast Banking Corporation of Florida ("Seacoast" or the
"Company"), which will be held at the Ballantrae Golf and Yacht Club, 3325 S.E.
Ballantrae Boulevard, Port St. Lucie, Florida, on Thursday, April 19, 2001, at
3:00 P.M., Local Time (the "Meeting").
At the Meeting, you will be asked to consider and vote upon the (i)
reelection of 10 directors to serve until the Annual Meeting of Shareholders in
2002 and until their successors have been elected and qualified, and (ii)
ratification of the appointment of Arthur Andersen LLP as independent auditors
for Seacoast for the fiscal year ending December 31, 2001.
Enclosed are the Notice of Meeting, Proxy Statement, Proxy and our 2000
Annual Report to Shareholders (the "Annual Report"). We hope you can attend the
Meeting and vote your shares in person. In any case, we would appreciate your
completing the enclosed Proxy and returning it to us. This action will ensure
that your preferences will be expressed on the matters that are being
considered. If you are able to attend the Meeting, you may vote your shares in
person even if you have previously returned your Proxy.
We want to thank you for your support this past year. We are proud of
our progress as reflected in the results for 2000, and we encourage you to
review carefully our Annual Report.
If you have any questions about the Proxy Statement or our Annual
Report, please call or write us.
Sincerely,
/s/ Dennis S. Hudson, III
Dennis S. Hudson, III
President & Chief Executive Officer
SEACOAST BANKING CORPORATION OF FLORIDA
815 Colorado Avenue
Stuart, Florida 34994
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 19, 2001
Notice is hereby given that the 2001 Annual Meeting of Shareholders of
Seacoast Banking Corporation of Florida ("Seacoast" or the "Company") will be
held at the Ballantrae Golf and Yacht Club, 3325 S.E. Ballantrae Boulevard, Port
St. Lucie, Florida, on Thursday, April 19, 2001, at 3:00 P.M., Local Time (the
"Meeting"), for the following purposes:
1. Elect Directors. To consider and vote upon the reelection of
10 directors to serve until the Annual Meeting of Shareholders
in 2002 and until their successors have been elected and
qualified.
2. Ratify Auditors. To ratify the appointment of Arthur
Andersen LLP as independent auditors for Seacoast for the
fiscal year ending December 31, 2001.
3. Other Business. To transact such other business as may
properly come before the Meeting or any adjournments or
postponements thereof.
Only shareholders of record at the close of business on March 7, 2001,
are entitled to notice of, and to vote at, the Meeting or any adjournments
thereof. All shareholders, whether or not they expect to attend the Meeting in
person, are requested to complete, date, sign and return the enclosed Proxy in
the accompanying envelope.
By Order of the Board of Directors
/s/ Dennis S. Hudson, III
Dennis S. Hudson, III
President & Chief Executive Officer
March 14, 2001
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO
SEACOAST IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY.
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PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF SEACOAST BANKING CORPORATION OF FLORIDA
April 19, 2001
INTRODUCTION
General
This Proxy Statement is being furnished to the shareholders of Seacoast
Banking Corporation of Florida ("Seacoast" or the "Company"), a Florida
corporation, in connection with the solicitation of proxies by Seacoast's Board
of Directors from holders of Seacoast's Class A common stock ("Class A Common
Stock") and its Class B common stock ("Class B Common Stock", and, collectively
with the Class A Common Stock, "Common Stock"), for use at the 2001 Annual
Meeting of Shareholders of Seacoast to be held on April 19, 2001, and at any
adjournments or postponements thereof (the "Meeting"). Unless otherwise clearly
specified, the terms "Company" and "Seacoast" include the Company and its
subsidiaries.
The Meeting is being held to consider and vote upon the (i) reelection
of 10 directors to serve until the Annual Meeting of Shareholders in 2002 and
until their successors have been elected and qualified; and (ii) ratification of
the appointment of Arthur Andersen LLP as independent auditors for Seacoast for
the fiscal year ending December 31, 2001.
Seacoast's Board of Directors knows of no other business that will be
presented for consideration at the Meeting other than the matters described in
this Proxy Statement.
The 2000 Annual Report to Shareholders ("Annual Report"), including
financial statements for the fiscal year ended December 31, 2000, accompanies
this Proxy Statement. These materials are first being mailed to the shareholders
of Seacoast on or about March 14, 2001.
The principal executive offices of Seacoast are located at 815 Colorado
Avenue, Stuart, Florida 34994, and its telephone number is (561) 287-4000.
Record Date, Solicitation and Revocability of Proxies
The Board of Directors of Seacoast has fixed the close of business on
March 7, 2001 as the record date ("Record Date") for determining the
shareholders entitled to notice of, and to vote at, the Meeting. Accordingly,
only holders of record of shares of Common Stock on the Record Date will be
entitled to notice of, and to vote at, the Meeting. At the close of business on
such date, there were 4,348,494 shares of Class A Common Stock issued and
outstanding, which were held by approximately 915 holders of record, and 358,710
shares of Class B Common Stock issued and outstanding, which were held by
approximately 65 holders of record. See "Principal Shareholders."
Holders of record of Class A Common Stock are entitled to one vote per
share on each matter to be considered and voted upon at the Meeting. Holders of
Class B Common Stock are entitled to 10 votes per share on each matter to be
considered and voted upon at the Meeting.
The Company's Articles of Incorporation also provide that, except as
otherwise required by law or by the Articles of Incorporation, holders of Class
A Common Stock and Class B Common Stock vote together as a single class on all
matters. As a result of the ten-to-one voting preference accorded by the
Articles of Incorporation to shares of Class B Common Stock, as of the Record
Date, there were 7,935,594 votes entitled to be cast by the holders of the
outstanding Common Stock, with the holders of the Class A Common Stock entitled
to cast 4,348,494 votes, or 54.80% of the votes entitled to be cast on matters
for which the holders of both classes of Common Stock vote together as a single
class. See "Proposal One - Election Of Directors - Management Stock Ownership"
and "Principal Shareholders."
In determining whether a quorum exists at the Meeting for purposes of
all matters to be voted on, all votes "for" or "against," as well as all
abstentions (including votes to withhold authority to vote in certain cases),
with respect to the proposal receiving the most such votes, will be counted. A
plurality of the votes cast by the shares entitled to vote in the election is
required for the reelection of the directors pursuant to Proposal One.
Consequently, abstentions and broker non-votes will not be counted as part of
the base number of votes to be used in determining if the proposal has received
the requisite number of base votes for approval.
The proposal to ratify Arthur Andersen LLP as independent auditors
pursuant to Proposal Two will be approved if the votes cast by the holders of
the shares of Common Stock exceed the votes cast in opposition to this proposal.
Therefore, abstentions and broker non-votes will not be counted as part of the
base number of votes to be used in determining if the proposal has received the
requisite number of base votes for approval.
Shares of Common Stock represented by properly executed Proxies, if
such Proxies are received in time and not revoked, will be voted at the Meeting
in accordance with the instructions indicated in such Proxy. IF NO INSTRUCTIONS
ARE INDICATED, SUCH SHARES OF COMMON STOCK WILL BE VOTED FOR THE REELECTION OF
ALL 10 NAMED NOMINEES FOR DIRECTOR AND FOR THE RATIFICATION OF THE APPOINTMENT
OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS.
A shareholder who has given a Proxy may revoke it at any time prior to
its exercise at the Meeting by either (i) giving written notice of revocation to
the Secretary of Seacoast, (ii) properly submitting to Seacoast a duly executed
Proxy bearing a later date, or (iii) appearing in person at the Meeting and
voting in person. All written notices of revocation or other communications with
respect to revocation of Proxies should be addressed as follows: Seacoast
Banking Corporation of Florida, 815 Colorado Avenue, Stuart, Florida 34994,
Attention: Dennis S. Hudson III, President & Chief Executive Officer.
PROPOSAL ONE
ELECTION OF DIRECTORS
General
The Meeting is being held to reelect 10 directors of Seacoast to serve
a one-year term of office expiring at the 2002 Annual Meeting of Shareholders
and until their successors have been elected and qualified. All of the nominees
are presently directors of Seacoast. Seven of the nominees have served as
directors of Seacoast since its inception in 1983. Dennis S. Hudson, III was
first elected as a director in 1984, and Christopher E. Fogal and Jeffrey S.
Furst were elected to the Board in 1997 following the acquisition of Port St.
Lucie National Bank Holding Corporation. All of the nominees also serve as
directors of Seacoast's banking subsidiary, First National Bank and Trust
Company of the Treasure Coast (the "Bank"). The members of the Boards of
Directors of the Bank and the Company are the same except for Stephen E. Bohner,
T. Michael Crook, Marian B. Monroe and A. Douglas Gilbert, who are members of
the Bank's Board only.
All shares represented by valid Proxies, and not revoked before they
are exercised, will be voted in the manner specified therein. If no
specification is made, the Proxies will be voted for the election of each of the
10 nominees listed below. Although all nominees are expected to serve if
elected, if any nominee is unable to serve, the persons designated as Proxies
will vote for the remaining nominees and for such replacements, if any, as may
be nominated by Seacoast's Board of Directors acting as the Nominating
Committee. Proxies cannot be voted for a greater number of persons than the
number of nominees specified herein (ten persons). Cumulative voting is not
permitted.
The affirmative vote of the holders of shares of Common Stock
representing a plurality of the votes cast at the Meeting at which a quorum is
present, is required for the reelection of the directors listed below.
THE NOMINEES HAVE BEEN NOMINATED BY SEACOAST'S BOARD OF DIRECTORS AND
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE REELECTION OF ALL 10 NOMINEES
LISTED BELOW.
The following table sets forth the name and age of each nominee and
each executive officer of the Company who is not a director or nominee, the year
in which he was first elected a director or executive officer, as the case may
be, a description of his position and offices with Seacoast or the Bank, a brief
description of his principal occupation and business experience, and the number
of shares of Class A Common Stock and Class B Common Stock beneficially owned by
him as of March 7, 2001. See "Information About the Board of Directors and Its
Committees."
Name, Age and Year Shares of Common Stock Beneficially
First Elected or Owned and Percentage of Common
Appointed a Director Stock Outstanding(l)
or Executive Officer Information About Nominee
Class A Class B
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Nominees:
Jeffrey C. Bruner (50) Mr. Bruner has been a self-employed 7,140 (2)(4) 90 (3)(4)
1983 real estate investor in Stuart,
Florida since 1972.
Name, Age and Year Shares of Common Stock Beneficially
First Elected or Owned and Percentage of Common
Appointed a Director Stock Outstanding(l)
Or Executive Officer Information About Nominee
-------------------- ------------------------- Class A Class B
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John H. Crane (71) Mr. Crane is retired, but served as 9,969 (4)(5) --
1983 Vice President of C&W Fish Company,
Inc., a fish processing plant
located in the Stuart, Florida area,
from 1982 through 2000. He also
served as President of Krauss &
Crane, Inc., an electrical
contracting firm located in Stuart,
Florida, from 1957 through 1997.
Evans Crary, Jr. (71) Mr. Crary is a retired partner of 4,597 (4) 1,665 (4)
1983 Crary, Buchanan, Bowdish, Bovie,
Beres, Negron & Thomas, Chartered
(Crary-Buchanan), a law firm located
in Stuart, Florida. Mr. Crary has
practiced law in Stuart, Florida,
since 1952.
Christopher E. Fogal (49) Mr. Fogal, a certified public accountant, 6,678 (4)(6) --
1997 has been a managing partner of Fogal,
Lynch, Johnson & Long, a public accounting
firm, since 1979.
Jeffrey S. Furst (56) Mr. Furst was elected Property 48,014 (7) --
1997 Appraiser for St. Lucie County, 1.10%
Florida in 2000. He has been a real
estate broker since 1973 and is
owner of Sun Realty, Inc. in Port
St. Lucie, Florida.
Dale M. Hudson (66) Mr. Hudson was named Chairman of 360,707 (9) 144,608 (10)
1983 (8) Seacoast in June 1998. He previously 8.29% 40.31%
served as Chief Executive Officer of
Seacoast from 1992, as President of
Seacoast from 1990, and as Chairman of
the Board of the Bank from September 1992.
Dennis S. Hudson, Jr. (73) Mr. Hudson served as Chairman of the 293,531 (11) 120,632 (12)
1983 (8) Board of Seacoast from 1990 to June 6.75% 33.63%
1998, when he retired.
Dennis S. Hudson, III (45) Mr. Hudson was named President and 289,510 (13) 128,810 (14)
1984 (8) Chief Executive Officer of Seacoast 6.66% 35.91%
in June 1998 and has served as Chief
Executive Officer of the Bank since
1992. Previously he was Chief Operating
Officer of Seacoast from 1990 and
President of the Bank from 1992.
John R. Santarsiero, Jr. (56) Mr. Santarsiero is a private investor. 6,387 (4) 1,395 (4)
1983
Name, Age and Year Shares of Common Stock Beneficially
First Elected or Owned and Percentage of Common
Appointed a Director Stock Outstanding(l)
Or Executive Officer Information About Nominee
-------------------- ------------------------- Class A Class B
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Thomas H. Thurlow, Jr. (64) Mr. Thurlow has been an officer and a 3,150 (4)(15) --
1983 (8) director of Thurlow &Thurlow, P. A.,
a law firm in Stuart, Florida, since 1981,
and has practiced law in Stuart, Florida
since 1961.
Executive Officers Who Are Not Also Nominees or Directors:
A. Douglas Gilbert (60) Mr. Gilbert, Senior Executive Vice President, 47,319 (16) --
1990 was named Chief Operating Officer of Seacoast 1.09%
and President of the Bank in June 1998. Mr.
Gilbert has served as Chief Credit Officer of
Seacoast since July 1990, and was Chief
Banking Officer from September 1992 to
October 1995. He was named Chief Operating
and Credit Officer of the Bank in October
1994.
C. William Curtis, Jr. (62) Mr. Curtis, Senior Executive Vice President, 43,843 (17) --
1995 has served as Chief Banking Officer of 1.01%
Seacoast and the Bank since October 1995, and
was named President, of the Bank's Indian
River County operations, in October 1999. Mr.
Curtis formerly was Area President of First
Union Bank in Sarasota and Manatee Counties,
a $970 million banking unit with 21 offices.
William R. Hahl (52) Mr. Hahl, Executive Vice President/ Finance 32,067 (4)(18) --
1990 Group, has served as the Chief Financial
Officer of Seacoast and the Bank since July
1990.
Nominees and executive 933,611 276,568
officers as a group 21.47% 77.10%
(13 persons)
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(1) Information relating to beneficial ownership of Common Stock by
directors is based upon information furnished by each person using
"beneficial ownership" concepts set forth in the rules of the
Securities and Exchange Commission ("SEC") under the Securities
Exchange Act of 1934, as amended (the "1934 Act"). Under such rules, a
person is deemed to be a "beneficial owner" of a security if that
person has or shares "voting power," which includes the power to vote
or direct the voting of such security, or "investment power," which
includes the power to dispose of or to direct the disposition of such
security. The person is also deemed to be a beneficial owner of any
security of which that person has a right to acquire beneficial
ownership within 60 days. Under such rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person
may be deemed to be a beneficial owner of securities as to which he or
she may disclaim any beneficial ownership. Accordingly, nominees are
named as beneficial owners of shares as to which they may disclaim any
beneficial interest. Except as indicated in other notes to this table
describing special relationships with other persons and specifying
shared voting or investment power, directors possess sole voting and
investment power with respect to all shares of Common Stock set forth
opposite their names.
(2) Includes 180 shares held jointly with Mr. Bruner's wife, 2,150 shares
held by Mr. Bruner as custodian for his son, and 4,000 shares held by
Mr. Bruner as custodian for his two nephews, as to which shares Mr.
Bruner may be deemed to share both voting and investment power.
(3) Includes 90 shares held jointly with Mr. Bruner's wife, as to which
shares Mr. Bruner may be deemed to share both voting and investment
power.
(4) Less than 1%.
(5) All 6,969 shares are held jointly with Mr. Crane's wife, as to which
shares Mr. Crane may be deemed to share both voting and investment
power.
(6) All 6,678 shares are held jointly with Mr. Fogal's wife, as to which
shares Mr. Fogal may be deemed to share both voting and investment
power.
(7) Includes 6,069 shares held by the trustee for the IRA of Mr. Furst,
29,385 shares held jointly with Mr. Furst's wife, and 200 shares held
jointly with Mr. Furst's mother, as to which shares Mr. Furst may be
deemed to share both voting and investment power. Also includes 6,449
shares held by Mr. Furst's wife, 1,564 shares held by Mr. Furst's two
children, and 1,214 shares held jointly by Mr. Furst's wife and
mother-in-law, as to which shares Mr. Furst may be deemed to share both
voting and investment power and as to which shares Mr. Furst disclaims
beneficial ownership.
(8) Dennis S. Hudson, Jr. and Dale M. Hudson are brothers. Dale M. Hudson
is married to the sister of Thomas H. Thurlow, Jr. Dennis S. Hudson,III
is the son of Dennis S. Hudson, Jr. and the nephew of Dale M. Hudson.
(9) Includes 210,000 shares held by Monroe Partners, Ltd., a family limited
partnership ("Monroe Partners") of which Mr. Hudson and his wife, Mary
T. Hudson, are general partners. Mr. Hudson may be deemed to share both
voting and investment power with respect to such shares with the other
general partner, and as to which Mr. Hudson disclaims beneficial
ownership, except to the extent of his 50% interest in Monroe Partners
(105,000 shares). Also includes 41,297 shares held jointly with Mr.
Hudson's wife, as to which shares Mr. Hudson may be deemed to share
voting and investment power. Also includes 28,235 shares held by Mr.
Hudson's wife, as to which shares Mr. Hudson may be deemed to share
voting and investment power and as to which Mr. Hudson disclaims
beneficial ownership.
(10) Includes 15,000 shares held by Monroe Partners, as to which shares Mr.
Hudson may be deemed to share voting and investment power with the
other general partner, and as to which Mr. Hudson disclaims beneficial
ownership, except to the extent of his 50% interest in Monroe Partners
(7,500 shares). Also includes 20,649 shares held jointly with Mr.
Hudson's wife, as to which shares Mr. Hudson may be deemed to share
voting and investment power. Also includes 3,960 shares held by Mr.
Hudson's wife, as to which shares Mr. Hudson may be deemed to share
voting and investment power and to which Mr. Hudson disclaims
beneficial ownership.
(11) Includes 219,301 shares held by Sherwood Partners, Ltd., a family
limited partnership ("Sherwood Partners") of which Mr. Hudson, his
wife, Anne P. Hudson, and his son, Dennis S. Hudson, III, are general
partners, and Mr. Hudson, his wife and certain trusts are limited
partners. Mr. Hudson may be deemed to share voting and investment power
with respect to such shares with the other general partners, and as to
which Mr. Hudson disclaims beneficial ownership, except to the extent
of his interest in Sherwood Partners. Also includes 47,417 shares held
by Mr. Hudson's wife, as to which shares Mr. Hudson may be deemed to
share voting and investment power and as to which Mr. Hudson disclaims
beneficial ownership.
(12) Includes 120,632 shares held by Sherwood Partners, as to which shares
Mr. Hudson may be deemed to share voting and investment power with the
other general partners, and as to which Mr. Hudson disclaims beneficial
ownership, except to the extent of his interest in Sherwood Partners.
(13) Includes 219,301 shares held by Sherwood Partners of which Mr. Hudson
and his mother and father, Anne P. Hudson and Dennis S. Hudson, Jr.,
are general partners. Mr. Hudson may be deemed to share voting and
investment power with respect to such shares with the other general
partners, and as to which Mr. Hudson disclaims beneficial ownership,
except to the extent of his 1% interest in Sherwood Partners and as
sole trustee of four grantor trusts that collectively own a 43.8%
limited interest in the partnership and of which he is one of four
remainder beneficiaries. Also includes 60,700 shares that Mr. Hudson
has the right to acquire by exercising options that are exercisable
within 60 days after the Record Date.
(14) Includes 120,632 shares held by Sherwood Partners, as to which Mr.
Hudson may be deemed to share voting and investment power with the
other general partners, and as to which Mr. Hudson disclaims beneficial
ownership, except to the extent of his 1% interest in Sherwood Partners
and as sole trustee of four grantor trusts that collectively own a
43.8% limited interest in the partnership and of which he is one of
four remainder beneficiaries.
(15) Includes 1,575 shares owned by Mr. Thurlow's wife, as to which shares
Mr. Thurlow may be deemed to share voting and investment power.
(16) Includes 6,312 shares held jointly with Mr. Gilbert's wife, as to which
shares Mr. Gilbert may be deemed to share voting and investment power.
Also includes 200 shares held in Mr. Gilbert's IRA and 37,688 shares
that Mr. Gilbert has the right to acquire by exercising options that
are exercisable within 60 days after the Record Date.
(17) Includes 7,067 shares held by Mr. Curtis' wife, as to which shares Mr.
Curtis may be deemed to share voting and investment power. Also
includes 31,826 shares that Mr. Curtis has the right to acquire by
exercising options that are exercisable within 60 days after the Record
Date.
(18) Includes 26,992 shares that Mr. Hahl has the right to acquire by
exercising options that are exercisable within 60 days after the
Record Date.
Information About the Board of Directors and Its Committees
The Board of Directors of Seacoast held eight meetings during 2000.
Seacoast's Board of Directors has two standing committees: the Salary and
Benefits Committee and the Audit Committee, both of which serve the same
functions for the Bank. All directors attended at least 75% of the total number
of meetings of the Board of Directors and attended at least 75% of the meetings
of the Board committees on which they served, except Messrs. Crary, Dennis S.
Hudson, Jr. and Santarsiero, who attended one of the two Salary and Benefits
Committee meetings held during 2000.
In addition, the Bank's Board of Directors has the following standing
committees: Executive Committee, Investment Committee, Trust Committee and the
Directors Loan Committee. Such committees perform those duties customarily
performed by similar committees at other financial institutions.
The Company's Salary and Benefits Committee is comprised of Messrs.
Crary (Chairman), Bohner, Bruner, Furst, Dennis S. Hudson, Jr. and Santarsiero.
This Committee has the authority to determine the compensation of the Company's
and the Bank's executive officers and employees, and administers various of the
Company's benefit and incentive plans. This Committee has the power to interpret
the provisions of the Company's Profit Sharing Plan, Employee Stock Purchase
Plan, the Seacoast Banking Corporation of Florida 1991 Stock Option and Stock
Appreciation Right Plan (the "1991 Incentive Plan"), the Seacoast Banking
Corporation of Florida 1996 Long-Term Incentive Plan (the "1996 Incentive
Plan"), the Seacoast Banking Corporation of Florida 2000 Long-Term Incentive
Plan (the "2000 Incentive Plan"), the Non-Employee Directors Stock Compensation
Plan (the "Directors Stock Plan") and the Executive Deferred Compensation Plan
(the "Compensation Deferral Plan"). Two meetings were held by this Committee in
2000. See "Salary and Benefits Committee Report."
The Audit Committee recommends on an annual basis to the Board of
Directors a public accounting firm to be engaged as independent auditors for
Seacoast for the next fiscal year, reviews the plan for the audit engagement,
and reviews financial statements, the internal audit plans and reports financial
reporting procedures and reports of regulatory authorities. This Committee
periodically reports to the Board of Directors. This Committee is comprised of
Messrs. Fogal (Chairman), Crary and Crook and it held four meetings in 2000.
The entire Board of Directors serves as the Nominating Committee for
the purpose of nominating persons to serve on the Board of Directors. While
nominees recommended by shareholders may be considered, this Committee has not
actively solicited recommendations (nor established any procedures for this
purpose). The Board held two meetings in its capacity as the Nominating
Committee during 2000.
Board members who are not executive officers of the Company are paid an
annual retainer of $20,000 for their service as directors of the Company and its
subsidiaries. In addition to the annual retainers, outside Board members receive
$600 for each Board meeting attended, $600 for each committee meeting attended
and $700 for each committee meeting chaired.
Executive Officers
Executive officers are appointed annually at the organizational meeting
of the respective Boards of Directors of Seacoast and the Bank following the
annual meetings of shareholders, to serve until the next annual meeting and
until successors are chosen and qualified. The table set forth under "PROPOSAL
ONE - Election of Directors" lists the nominees for election to the Board of
Directors as well as the Named Executive Officers of Seacoast and the Bank who
are not nominees to or members of the Board of Directors, their ages and
respective offices held by them, the period each such position has been held, a
brief account of their business experience for at least the past five years, and
the number of shares of Common Stock beneficially owned by each of them on March
7, 2001.
Management Stock Ownership
As of March 7, 2001, based on available information, all directors and
executive officers of Seacoast as a group (13 persons) beneficially owned
approximately 776,405 shares of Class A Common Stock, constituting 17.9% of the
total number of shares of Class A Common Stock outstanding at that date, and
approximately 276,568 shares of Class B Common Stock, constituting 77.1% of the
total number of shares of Class B Common Stock outstanding at that date.
Seacoast's directors and executive officers beneficially owned, as of that date,
shares of Common Stock having 3,542,085 votes, or 44.6% of the total votes
represented by Common Stock outstanding on the Record Date and entitled to vote
at the Annual Meeting. In addition, as of the Record Date, various subsidiaries
of Seacoast, as fiduciaries, custodians, and agents, had sole or shared voting
power over 76,342 shares, or 1.8% of the issued and outstanding shares, of
Seacoast Class A Common Stock, and no shares of Class B Common Stock, including
shares held as trustee or agent of various Seacoast employee benefit and stock
purchase plans. See "Record Date, Solicitation and Revocability of Proxies" and
"Principal Shareholders."
EXECUTIVE COMPENSATION
Under rules established by the SEC, the Company is required to provide
certain data and information in regard to the compensation and benefits provided
to its chief executive officer and other executive officers, including the four
other highly compensated executive officers (collectively, the "Named Executive
Officers"). The disclosure requirements for the Named Executive Officers include
the use of tables and a report explaining the rationale and considerations that
led to fundamental executive compensation decisions affecting these individuals.
The following report reflects Seacoast's compensation philosophy as
endorsed by the Board of Directors and the Salary and Benefits Committee and
resulting actions taken by Seacoast for the reporting periods shown in the
various compensation tables supporting the report. The Salary and Benefits
Committee either approves or recommends to the Board of Directors payment
amounts and award levels for executive officers of Seacoast and its
subsidiaries.
Salary and Benefits Committee Report
General
During 2000, the Salary and Benefits Committee of the Board of
Directors was composed entirely of six members, none of whom were officers or
employees of Seacoast or the Bank. The Board of Directors designates the members
and Chairman of such committee.
Compensation Policy
The policies that govern the Salary and Benefits Committee's executive
compensation decisions are designed to align changes in total compensation with
changes in the value created for the Company's shareholders. The Salary and
Benefits Committee believes that compensation of executive officers and others
should be directly linked to Seacoast's operating performance and that
achievement of performance objectives over time is the primary determinant of
share price.
The underlying objectives of the Salary and Benefits Committee's
compensation strategy are to establish incentives for certain executives and
others to achieve and maintain short-term and long-term operating performance
goals for Seacoast, to link executive and shareholder interests through
equity-based plans, and to provide a compensation package that recognizes
individual contributions as well as overall business results. At Seacoast,
performance-based executive officer compensation includes: base salary,
short-term annual cash incentives, and long-term stock and cash incentives.
Base Salary and Increases
In establishing executive officer salaries and increases, the Committee
considers individual annual performance and the relationship of total
compensation to the defined salary market. The decision to increase base pay is
recommended by the chief executive officer and approved by the Salary and
Benefits Committee using performance results documented and measured annually.
Information regarding salaries paid in the market is obtained through formal
salary surveys and other means, and is used to evaluate competitiveness with
Seacoast's peers and competitors. Seacoast's general philosophy is to provide
base pay competitive with the market, and to reward individual performance while
positioning salaries consistent with Company performance.
Short-Term Incentives
Seacoast's Key Manager Incentive Plan seeks to align short-term cash
compensation with individual performance and performance for the shareholders.
Funding for this annual incentive plan is dependent on Seacoast first attaining
a defined performance threshold for earnings per share. Once this threshold is
attained, the Salary and Benefits Committee, using recommendations from the
Company's chief executive officer, approves awards to those officers who have
made superior contributions to Company profitability as measured and reported
through individual performance goals established at the beginning of the year.
As specified in the plan, the payout schedule is designed to pay a smaller
number of officers the highest level of funded cash incentives to ensure that a
meaningful reward is provided to the organization's top performers. This
philosophy better controls overall compensation expenses by reducing the need
for significant annual base salary increases as a reward for past performance,
and places more emphasis on annual profitability and the potential rewards
associated with future performance. Salary market information is used to
establish competitive rewards that are adequate in size to motivate strong
individual performance during the year. The Key Manager Incentive Plan paid an
aggregate of $354,000 in 2000, which was distributed among 18 persons.
Long-Term Incentives
Long-term incentive awards have been made under the 1991 Incentive Plan
and the 1996 Incentive Plan. Stock options granted under the plan are designed
to motivate sustained high levels of individual performance and align the
interests of key employees with those of the Company's shareholders by rewarding
capital appreciation and earnings growth. Upon the recommendation of the chief
executive officer, and subject to approval by the Salary and Benefits Committee,
stock options are awarded annually to those key officers whose performance
during the year has made a significant contribution to Seacoast's long-term
growth. No stock options were awarded in 2000.
Deduction Limit
At this time, because of its compensation levels, Seacoast does not
appear to be at risk of losing deductions under Section 162(m) of the Code,
which generally establishes, with certain exceptions, a $1 million deduction
limit on executive compensation for all publicly held companies. As a result,
Seacoast has not established a formal policy regarding such limit, but will
evaluate the necessity for developing such a policy in the future.
Chief Executive Pay
The Salary and Benefits Committee formally reviews the compensation
paid to the chief executive officers of the Company and the Bank during the
first quarter of each year. Final approval of chief executive compensation is
made by the Board of Directors. Changes in base salary and the awarding of cash
and stock incentives are based on overall financial performance and
profitability related to objectives stated in the Company's strategic
performance plan and the initiatives taken to direct the Company. In addition,
utilizing published surveys, databases, and proxy statement data, including, for
example, public information compiled from the SNL Executive Compensation Review
and the Wyatt Financial Institution Survey (collectively, the "Survey Data"),
the Salary and Benefits Committee surveyed the total compensation of chief
executive officers of comparable-sized financial institutions located in
comparable markets nationally, as well as of locally-based banks and thrifts.
While there is likely to be a substantial overlap between the financial
institutions included in the Survey Data and the banks and thrifts represented
in the Nasdaq Bank Index line on the shareholder return performance graph,
below, the groups are not exactly the same. The Salary and Benefits Committee
believes that the most direct competitors for executive talent are not
necessarily the same as the companies that would be included in the published
industry index established for comparing shareholder returns.
After reviewing the Survey Data, the salary for Mr. Dennis S. Hudson,
III, President and Chief Executive Officer of Seacoast, was increased by $18,000
to $339,600 annually effective January 1, 2001. This adjustment maintained Mr.
Hudson's total compensation at the median of the comparative groups. During
2000, earnings growth for Seacoast was impacted by the effects of the rising
interest rate environment on net interest margin. Accordingly, Mr. Hudson III's
cash incentive award under the Key Manager Incentive Plan was reduced from
$125,000 earned in 1999 to $65,000 in 2000.
Summary
In summary, the Salary and Benefits Committee believes that Seacoast's
compensation program is reasonable and competitive with compensation paid by
other financial institutions of similar size. The program is designed to reward
managers for strong personal, Company and share value performance. The Salary
and Benefits Committee monitors the various guidelines that make up the program
and reserves the right to adjust them as necessary to continue to meet Company
and shareholder objectives.
Salary and Benefits Committee:
Evans Crary, Jr., Chairman
Stephen E. Bohner
Jeffrey C. Bruner
Jeffrey S. Furst
Dennis S. Hudson, Jr.
John R. Santarsiero, Jr.
March 14, 2001
Audit Committee Report
The Audit Committee monitors the Company's financial reporting process
on behalf of the Board of Directors. The Audit Committee operates under a
written charter adopted by the Board of Directors on June 20, 2000, which is
included as Exhibit A to this proxy statement. This report reviews the actions
taken by the Audit Committee with regard to the Company's financial reporting
process during 2000 and particularly with regard to the Company's audited
consolidated financial statements as of December 31, 2000 and 1999 and for the
three years in the period ended December 31, 2000.
The Audit Committee is composed of three persons, all of whom currently
are "independent directors", as defined by the National Association of
Securities Dealers, Inc. ("NASD"). None of the committee members is or has been
an officer or employee of the Company or any of its subsidiaries has engaged in
any business transaction or has any business or family relationship with the
Company or any of its subsidiaries or affiliates. Late in 2000, the Company
determined that Jeffrey Bruner, an outside director, would realize leasehold
income from the lease of office space to the Company in excess of the amount
permitted under NASD rules for Audit Committee members. As a result, the Board
of Directors replaced Mr. Bruner on the Audit Committee and Mr. Bruner did not
participate in the preparation of this report or any determination of the
outside auditors' independence for purposes of their engagement with the Company
for 2001.
The Company's management has the primary responsibility for the
Company's financial statements and reporting process, including the systems of
internal controls. The Company's independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with generally accepted auditing standards and issuing
a report thereon. The Committee's responsibility is to monitor and oversee these
processes and to recommend annually to the Board of Directors the accountants to
serve as the Company's independent auditors for the coming year.
The Audit Committee believes that it has taken the actions it deems
necessary or appropriate to fulfill its oversight responsibilities under the
Audit Committee's charter. To carry out its responsibilities, the Audit
Committee met four times during 2000.
In fulfilling its oversight responsibilities, the Audit Committee
reviewed with management the audited financial statements to be included in the
Company's Annual Report on Form 10-K for 2000, including a discussion of the
quality (rather than just the acceptability) of the accounting principles, the
reasonableness of significant judgments and the clarity of disclosures in the
financial statements.
The Audit Committee also reviewed with the Company's independent
auditors, Arthur Andersen LLP, their judgments as to the quality (rather than
just the acceptability) of the Company's accounting principles and such other
matters as are required to be discussed with the Audit Committee under Statement
on Auditing Standards No. 61, Communication with Audit Committees. In addition,
the Audit Committee discussed with Arthur Andersen LLP, its independence from
management and the Company, including the written disclosures, letter and other
matters required of Arthur Andersen LLP by Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees. The Audit Committee also
considered whether the provision of services during 2000 by Arthur Andersen LLP
that were unrelated to its audit of the financial statements referred to above
and to their reviews of the Company's interim financial statements during 2000
is compatible with maintaining Arthur Andersen LLP's independence.
Additionally, the Audit Committee discussed with the Company's internal
and independent auditors the overall scope and plan for their respective audits.
The Audit Committee met with the internal and independent auditors, with and
without management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls and the overall quality of the
Company's financial reporting.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for 2000 for
filing with the Securities and Exchange Commission. The Audit Committee also
recommended to the Board that the Company retain Arthur Andersen LLP as the
Company's independent auditors for 2001.
Audit Committee:
Christopher E. Fogal, Chairman
Evans Crary, Jr., Member
T. Michael Crook, Member
March 14, 2001
The table below sets forth certain elements of compensation for the
Named Executive Officers of Seacoast or the Bank for the periods indicated.
Summary Compensation Table
Annual Compensation Securities All
Underlying Other
Year Salary Bonus Options/SARs Compensation
Name and Principal Position(a) (b) ($) (c) ($) (1) (d) (#) (g) ($) (i)
- ------------------------------ ------ --------- ----------- --------- ------------
Dennis S. Hudson, III 2000 $329,117 $65,000 -- $34,908 (2)
President & Chief Executive Officer 1999 305,190 125,000 -- 197,297
of Seacoast, Chairman and Chief 1998 282,633 38,400 22,000 21,415
Executive Officer of the Bank
Dale M. Hudson 2000 $221,640 -- -- $29,786 (3)
Chairman of Seacoast 1999 203,270 -- -- 28,744
1998 178,714 -- -- 17,077
A. Douglas Gilbert 2000 $317,653 $70,000 -- $36,237 (4)
Senior Executive Vice President & 1999 303,545 175,000 -- 194,407
Chief Operating & Credit Officer of 1998 270,165 60,500 22,000 20,734
Seacoast, President & Chief
Operating & Credit Officer of the
Bank
C. William Curtis, Jr. 2000 $244,416 $45,000 -- $27,610 (5)
Senior Executive Vice President & 1999 204,272 100,000 -- 189,531
Chief Banking Officer of Seacoast 1998 184,086 48,000 22,000 17,084
and the Bank
William R. Hahl 2000 $189,203 $20,000 -- $22,368 (6)
Executive Vice President & Chief 1999 178,340 45,000 -- 76,925
Financial Officer of Seacoast and 1998 168,334 15,000 7,000 16,539
the Bank
(1) Incentive cash compensation paid for results achieved during the
applicable fiscal year in accordance with the Key Manager Incentive Plan
as well as certain other bonuses related to performance or deemed
necessary to attract new management. See "Salary and Benefits Committee
Report."
(2) This includes $600 in excess life insurance benefits, $5,971 in employer
matching contributions to the Profit Sharing Plan, $5,100 in profit
sharing, $3,400 in employer discretionary retirement contributions,
$19,297 in employer contributions to the Compensation Deferral Plan and
$550 paid by the employer into the Cafeteria Plan.
(3) This includes $7,468 in excess life insurance benefits, $6,961 in
employer matching contributions to the Profit Sharing Plan, $5,100 in
profit sharing, $3,400 in employer discretionary retirement
contributions, $6,307 in employer contributions to the Compensation
Deferral Plan and $550 paid by the employer into the Cafeteria Plan.
(4) This includes $2,580 in excess life insurance benefits, $6,015 in
employer matching contributions to the Profit Sharing Plan, $5,100 in
profit sharing, $3,400 in employer discretionary retirement
contributions, $18,592 in employer contributions to the Compensation
Deferral Plan and $550 paid by the employer into the Cafeteria Plan.
(5) This includes $3,960 in excess life insurance benefits, $8,517 in
employer matching contributions to the Profit Sharing Plan, $5,100 in
profit sharing, $3,400 in employer discretionary retirement
contributions, $6,083 in employer contributions to the Compensation
Deferral Plan and $550 paid by the employer into the Cafeteria Plan.
(6) This includes $1,380 in excess life insurance benefits, $8,917 in
employer matching contributions to the Profit Sharing Plan, $5,100 in
profit sharing, $3,400 in employer discretionary retirement
contributions, $3,021 in employer contributions to the Compensation
Deferral Plan and $550 paid by the employer into the Cafeteria Plan.
Grants of Options/SARs in 2000
No stock options or stock appreciation rights ("SARs") were granted in
2000.
Aggregated Option/SAR Exercises in 2000
and 2000 Year-End Option/SAR Values
The following table shows stock options exercised by the Named
Executive Officers during 2000, including the aggregate value of gains on the
date of exercise. In addition, this table includes the number of shares of Class
A Common Stock(1) covered by both exercisable and non-exercisable options as of
December 31, 2000. Also reported are the values for "in-the-money" options,
which represent the positive spread between the exercise price of any such
existing options and the year-end price of the Company's Class A Common Stock.
No SARs were outstanding in 2000.
Number of Unexercised Value of Unexercised
Options/SARs at In-the-Money
FY-End(#) Options/SARs at
Shares (1) Exercisable(E)/ FY-End($)
Acquired Value Unexercisable (U) Exercisable(E)/
Name on Exercise Realized Unexercisable (U)
Dennis S. Hudson, III -- -- 60,700 (E) $298,325 (E)
2,000 (U) $2,000 (U)
Dale M. Hudson -- -- -- (E) -- (E)
-- (U) -- (U)
A. Douglas Gilbert -- -- 37,688 (E) $84,268 (E)
2,000 (U) $2,000 (U)
C. William Curtis, Jr. -- -- 31,826 (E) $31,674 (E)
2,000 (U) $2,000 (U)
William R. Hahl -- -- 26,992 (E) $132,548 (E)
1,333 (U) $1,333 (U)
(1) All exercised and outstanding shares are Class A Common Stock. There are no
options involving Class B Common Stock.
Profit Sharing Plan
Seacoast sponsors a Retirement Savings Plan for Employees of the First
National Bank & Trust Company of the Treasure Coast (the "Profit Sharing Plan").
The Profit Sharing Plan has various features, including employer matching
contribution for salary deferrals of up to 4% of the employee's compensation for
each calendar quarter. The Company matches 100% of any Elective Profit Sharing
Contribution that is deferred into the Profit Sharing Plan. In addition, the
Profit Sharing Plan has a Code Section 401(k) feature that allows employees to
make voluntary "salary savings contributions" ranging from 1% to 18% of
compensation (as defined by the Plan), subject to federal income tax
limitations. After-tax contributions may also be made by employees with
"voluntary contributions" of up to 10% of compensation (as defined in the Profit
Sharing Plan for each plan year), subject to certain statutory limitations.
A retirement contribution is made on an annual discretionary basis by
the Company of up to 2% of "retirement eligible compensation," as defined in the
Profit Sharing Plan. At the end of each plan year, the Company's Board of
Directors decides whether to make a profit sharing contribution for the plan
year. If it decides to make such a contribution, the contribution is allocated
among eligible employees based on each employee's "eligible compensation" as
defined in the Profit Sharing Plan. At least 50% of this contribution (the
"Non-Elective Profit Sharing Contribution") is contributed to the employee's
Profit Sharing account. The balance (the "Elective Profit Sharing Contribution")
may be deferred into the Profit Sharing Plan or taken in cash by the employee,
at the employee's election.
Executive Deferred Compensation Plan
In 2000 the Bank established an Executive Deferred Compensation Plan
(the "Compensation Deferral Plan") designed to permit a select group of
management or highly compensated employees, including the Named Executive
Officers, to elect to defer a portion of their compensation until their
termination of employment with the Company and to receive matching and other
Company contributions which they are restricted from receiving under the
Company's Profit Sharing Plan because of legal limitations.
Performance Graph
The following line-graph compares the cumulative, total return on
Seacoast's Class A Common Stock from December 31, 1995 to December 31, 2000,
with that of the Nasdaq Composite Index (an average of all stocks traded on the
Nasdaq Stock Market) and the Nasdaq Bank Stock index (an average of all bank and
thrift institutions whose stock is traded on the Nasdaq Stock Market).
Cumulative total return represents the change in stock price and the amount of
dividends received over the indicated period, assuming the reinvestment of
dividends.
1995 1996 1997 1998 1999 2000
Seacoast 100 122.53 185.30 140.90 147.01 141.54
NASDAQ Stock Index 100 123.00 150.20 210.43 391.28 238.17
NASDAQ Bank Stocks 100 128.97 214.01 192.27 181.27 212.45
Employment and Severance Agreements
The Bank entered into an executive employment agreement with A. Douglas
Gilbert on March 22, 1991. Similar agreements were entered into with Dennis S.
Hudson, III on January 18, 1994, and with C. William Curtis, Jr. on July 31,
1995. Each such agreement has a three-year term and provides for automatic
renewal on an annual basis at the end of that term; provided neither the
employee nor the Bank gives written notice electing not to renew such agreement
not less than 90 days prior to the end of the agreement's then current term.
Each such agreement contains certain non-competition, non-disclosure and
non-solicitation covenants.
These employment agreements also provide for a base salary,
hospitalization, insurance, long term disability and life insurance in
accordance with the Bank's insurance plans for senior management, and reasonable
club dues. Each executive subject to these contracts may also receive other
compensation including bonuses, and the executives will be entitled to
participate in all current and future employee benefit plans and arrangements in
which senior management of the Bank may participate. The agreements provide for
termination of the employee for cause, including willful and continued failure
to perform the assigned duties, crimes, breach of the Bank's Code of Ethics, and
also upon death or permanent disability of the executive. Each agreement
contains a Change in Control provision which provides that certain events,
including the acquisition of the Bank or the Company in a merger, consolidation
or similar transaction, the acquisition of 51% or more of the voting power of
any one or all classes of Common Stock, the sale of all or substantially all of
the assets, and certain other changes in share ownership, will constitute a
"change in control" which would allow the executive to terminate the contract
within one year following the date of such change in control. Termination may
also be permitted by the executive in the event of a change in duties and
powers, customarily associated with the office designated in such contract. Upon
any such termination following a change in control, the executive's base salary,
hospitalization and other health benefits will continue for two years.
SALARY AND BENEFITS COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Messrs. Crary (Chairman), Bohner, Bruner, Furst, Dennis S. Hudson,
Jr. and Santarsiero are the members of the Salary and Benefits Committee, none
of whom was an officer or employee of Seacoast or its subsidiaries in 2000. Mr.
Hudson served as Chairman of the Board of Seacoast from 1990 until June 1998;
he served as Chief Executive Officer of Seacoast from 1983 until 1992 and
President of Seacoast from 1983 until 1990. See "PROPOSAL ONE - Election of
Directors".
Jeffrey C. Bruner, a director of Seacoast and the Bank, is a
controlling shareholder of Mayfair Investments, which leases to the Bank 20,000
square feet of space adjacent to the First National Center in Stuart, Florida
pursuant to a lease agreement which expires in May 2002. At the end of the lease
term, the Bank has an option to extend the lease for a period of five years. The
Bank paid rent of $255,145 on this property in 2000. Seacoast believes the terms
of this lease are commercially reasonable and comparable to rental terms for
similar property in Stuart.
Evans Crary, Jr., a director of Seacoast and the Bank, and Chairman of
the Bank's Executive Committee and the Company's Salary and Benefits Committee,
is a retired member of Crary, Buchanan, Bowdish, Bovie, Beres, Negron & Thomas,
Chartered ("Crary-Buchanan"), a law firm in Stuart, Florida. Crary-Buchanan
performed various legal services for Seacoast and the Bank during the fiscal
year ended December 31, 2000.
CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS
Several of Seacoast's directors, executive officers and their
affiliates, including corporations and firms of which they are directors or
officers or in which they and/or their families have an ownership interest, are
customers of Seacoast and its subsidiaries. These persons, corporations and
firms have had transactions in the ordinary course of business with Seacoast and
its subsidiaries, including borrowings, all of which, in the opinion of Seacoast
management, were on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unaffiliated persons and did not involve more than the normal risk of
collectibility or present other unfavorable features. Seacoast and its
subsidiaries expect to have such transactions on similar terms with their
directors, executive officers, and their affiliates in the future. The aggregate
amount of loans outstanding by the Bank to directors, executive officers, and
related parties of Seacoast or the Bank as of December 31, 2000, was
approximately $5,041,636, which represented approximately 5.98% of Seacoast's
consolidated shareholders' equity on that date.
For information concerning specific transactions and business
relationships between Seacoast or the Bank and certain of its directors or
executive officers, see "Salary and Benefits Committee Interlocks and Insider
Participation."
PRINCIPAL SHAREHOLDERS
As of March 7, 2001, the only shareholders known to Seacoast to be the
beneficial owners, as defined by Securities and Exchange Commission rules, of
more than 5% of the outstanding shares of Class A Common Stock or Class B Common
Stock, were the following, for whom beneficial ownership information is set
forth in the following table.
Number and Percent of Number and Percent of
Class A Common Stock Class B Common Stock
Beneficially Owned Beneficially Owned
Name and Address of Beneficial Owner Number % Number %
------------------------------------ ------ - ------ -
Dale M. Hudson (1) (2) 360,707 8.29 144,608 40.31
192 S.E. Harbor Point Drive
Stuart, FL 34996
Dennis S. Hudson, Jr. (1) (3) 293,531 6.75 120,632 33.63
157 S. River Road
Stuart, FL 34996
Dennis S. Hudson, III (1) (3) 289,510 6.66 128,810 35.91
2341 NW Bay Colony Court
Stuart, FL 34994
Mary T. Hudson (1) (2) 360,707 8.29 144,608 40.31
192 S.E. Harbor Point Drive (4) (5)
Stuart, FL 34996
Anne P. Hudson (1) (3) 293,531 6.75 120,632 33.63
157 S. River Road (6)
Stuart, FL 34996
Wellington Management Company, LLP (7) 326,000 7.41 -- --
75 State Street
Boston, MA 02109
John Hancock Advisors, Inc. (8) 222,300 5.10 -- --
101 Huntington Avenue
Boston, MA 02199
(1) Dennis S. Hudson, Jr. and Dale M. Hudson are brothers. Anne P. Hudson
is the wife of Dennis S. Hudson, Jr. Mary T. Hudson is the wife of
Dale M. Hudson. Dennis S. Hudson, III is the son of Dennis S. Hudson,
Jr. and the nephew of Dale M. Hudson. See the table under "Proposal
One -Election of Directors" for further information on their beneficial
ownership.
(2) Dale M. Hudson and his wife, Mary T. Hudson, are the general partners
of Monroe Partners, their family limited partnership, which as of March
7, 2001 owned 210,000 shares of Company Class A Common Stock and 15,000
shares of Company Class B Common Stock. Dale M. and Mary T. Hudson plan
to transfer certain of their remaining shares of Company Class A and
Class B Common Stock to Monroe Partners. Each of Dale M. Hudson and
Mary T. Hudson, as general partners, may be deemed to share voting and
investment power with the other general partner and each of them
disclaims beneficial ownership with respect to such shares except to
the extent of their respective partnership interests. See "Proposal One
- Election of Directors" for further information regarding their
beneficial ownership.
(3) Dennis S. Hudson, Jr. and his wife, Anne P. Hudson, together with their
son, Dennis S. Hudson, III, are the general partners of Sherwood
Partners, their family limited partnership, which as of March 7, 2001
owned 219,301 shares of Company Class A Common Stock and 120,632 shares
of Company Class B Common Stock. Mr. and Mrs. Dennis Hudson, Jr. are
also limited partners of Sherwood Partners and have transferred certain
of their limited partnership interests into trusts for the benefit of
their family members and plan to make additional transfers from
time to time. As of this date, none of the trust beneficiaries,
other than Mr. and Mrs. Dennis Hudson, Jr., have present interests in
the trusts. Each of Dennis S. Hudson, Jr., Anne P. Hudson and Dennis S.
Hudson, III, as general partners, may be deemed to share voting and
investment power with the other general partners and each of them dis-
claims beneficial ownership with respect to such shares except to the
extent described in the table under "Proposal One - Election of
Directors", which contains further information regarding their
beneficial ownership.
(4) Includes 41,297 shares held jointly with Mrs. Hudson's husband, as to
which shares Mrs. Hudson may be deemed to share voting and investment
power. Also includes 81,175 shares held by Mrs. Hudson's husband, as to
which shares Mrs. Hudson may be deemed to share voting and investment
power and as to which Mrs. Hudson disclaims beneficial ownership.
(5) Includes 20,649 shares held jointly with Mrs. Hudson's husband, as to
which shares Mrs. Hudson may be deemed to share voting and investment
power. Also includes 104,999 shares held by Mrs. Hudson's husband, as
to which shares Mrs. Hudson may be deemed to share voting and
investment power and as to which Mrs. Hudson disclaims beneficial
ownership.
(6) Includes 26,813 shares held by Mrs. Hudson's husband, as to which
shares Mrs. Hudson may be deemed to share voting and investment power
and as to which Mrs. Hudson disclaims beneficial ownership.
(7) Wellington Management Company, LLP ("Wellington Management") is the
parent company of Wellington Trust Company, NA ("Wellington Trust"), a
wholly-owned subsidiary and a bank as defined in Section 3(a)(6) of the
Securities Exchange Act of 1934. Wellington Trust is an investment
adviser and the securities reported are beneficially owned of record by
its clients. Those clients have the right to receive, or the power to
direct the receipt of, dividends from, or the proceeds from the sale
of, such securities. No such client is known to have such right or
power with respect to more than five percent of this class of
securities. Of the shares beneficially owned, Wellington Management
reports it has shared voting power as to 267,300 shares and shared
dispositive power as to 326,000 shares. The information regarding
Wellington Management, including the number and percent of Class A
Common Stock beneficially owned, is based solely upon a Schedule 13G
dated February 14, 2001 and filed by Wellington Management with respect
to Class A Common Stock beneficially owned as of December 31, 2000.
(8) John Hancock Advisors, Inc. ("JHA") is the direct, wholly-owned
subsidiary of The Berkeley Financial Group, Inc. ("TBFG"), which is a
direct, wholly-owned subsidiary of John Hancock Subsidiaries, Inc.
("JHSI"), which is a direct, wholly-owned subsidiary of John Hancock
Life Insurance Company ("JHLIC"), which is a direct, wholly-owned
subsidiary of John Hancock Financial Services, Inc. ("JHF"). JHA has
direct beneficial ownership of 222,300 shares of Common Stock, as to
which it has sole voting and dispositive power under certain advisory
agreements. Through their parent-subsidiary relationship with JHA, JHF,
JHLIC, JHSI and TBFG have indirect, beneficial ownership of these same
shares. Of the shares beneficially owned, 169,800 shares are held by
the John Hancock Regional Bank Fund, an open-end diversified management
company registered under Section 8 of the Investment Company Act;
52,500 shares are held by the Southern Thrift and Bank Fund, Inc., a
closed-end diversified management company registered under Section 8 of
the Investment Company Act; and 3,800 shares are held by Partner
Reinsurance Company, Ltd., a managed account registered under Section 8
of the Investment Company Act. The information regarding JHF, including
the number and percent of Class A Common Stock beneficially owned, is
based solely upon a Schedule 13G dated February 12, 2001 and filed by
JHF with respect to Class A Common Stock beneficially owned as of
December 31, 2000.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of the Audit Committee,
has appointed Arthur Andersen LLP, independent certified public accountants, as
independent auditors for Seacoast and its subsidiaries for the current fiscal
year ending December 31, 2001, subject to ratification by the shareholders.
Arthur Andersen LLP has served as independent auditors for Seacoast and its
subsidiaries since August 20, 1991. Arthur Andersen LLP has advised Seacoast
that neither the firm nor any of its partners has any direct or material
interest in Seacoast and its subsidiaries except as auditors and independent
certified public accountants of Seacoast and its subsidiaries.
During the Company's 2000 fiscal year, Arthur Andersen LLP consulted
with Seacoast on various matters and provided professional services for the
Company for fees and expenses as follows:
Audit and Review Fees $175,000
Financial Information Systems Design and Implementation 0
All Other Fees $55,000
-------
$230,000
A representative of Arthur Andersen LLP will be present at the Meeting
and will be given the opportunity to make a statement on behalf of the firm if
he so desires. A representative of Arthur Andersen LLP is also expected to
respond to appropriate questions from shareholders.
All shares represented by valid Proxies received pursuant to this
solicitation and not revoked before they are exercised will be voted in the
manner specified therein. If no specification is made, the Proxies will be voted
for the ratification of the appointment of Arthur Andersen LLP for the fiscal
year ending December 31, 2001.
The affirmative vote of the holders of shares of Common Stock
representing a majority of the votes represented at the Meeting, at which a
quorum is present, is required to ratify the appointment of Arthur Andersen LLP
as independent auditors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION
OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2001.
SECTION 16(a) REPORTING
The Company is required to identify each director or officer who failed
to file timely with the Securities and Exchange Commission a required report
relating to ownership and changes in ownership of the Company's securities. Mr.
Christopher Fogal, a director with the Company, failed to report on a timely
basis his sale of 1,000 shares of Seacoast Class A Stock at the then market
price of $25.00 per share on April 14, 2000, and his sale of 1,000 shares of
Seacoast Class A Stock at the then market price of $25.125 per share on April
18, 2000. These transactions were subsequently reported on a Form 4 filed on
June 5, 2000. Based on material provided to the Company, the Company believes
that all other such filing requirements with respect to the Company's fiscal
year ended December 31, 2000 were satisfied.
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Proposals of shareholders of Seacoast intended to be presented at the
2002 Annual Meeting of Shareholders must be received by Seacoast at its
principal executive offices on or before November 16, 2001, in order to be
included in Seacoast's Proxy Statement and Proxy relating to the 2002 Annual
Meeting of Shareholders. Only proper proposals which are timely received will be
included in the Proxy Statement and Proxy.
OTHER MATTERS
Management of Seacoast does not know of any matters to be brought
before the Meeting other than those described above. If any other matters
properly come before the Meeting, the persons designated as Proxies will vote on
such matters in accordance with their best judgment.
OTHER INFORMATION
Proxy Solicitation Costs
The cost of soliciting Proxies for the Meeting will be paid by
Seacoast. In addition to the solicitation of shareholders of record by mail,
telephone, facsimile or personal contact, Seacoast will be contacting brokers,
dealers, banks, or voting trustees or their nominees who can be identified as
record holders of Common Stock; such holders, after inquiry by Seacoast, will
provide information concerning quantities of proxy materials and 2000 Annual
Reports to Shareholders needed to supply such information to beneficial owners,
and Seacoast will reimburse them for the reasonable expense of mailing proxy
materials and 2000 Annual Reports to such persons.
Annual Report on Form 10-K
Upon the written request of any person whose Proxy is solicited by this
Proxy Statement, Seacoast will furnish to such person without charge (other than
for exhibits) a copy of Seacoast's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000, including financial statements and schedules
thereto, as filed with the Securities and Exchange Commission. Requests may be
made to Seacoast Banking Corporation of Florida, P.O. Box 9012, Stuart, Florida
34995, Attention: Dennis S. Hudson III, President & Chief Executive Officer.
By Order of the Board of Directors,
/s/ Dennis S. Hudson, III
DENNIS S. HUDSON, III
President & Chief Executive Officer
March 14, 2001
EXHIBIT A
AUDIT COMMITTEE CHARTER
SEACOAST BANKING CORPORATION OF FLORIDA
AND
FIRST NATIONAL BANK AND TRUST COMPANY OF THE TREASURE COAST
AUDIT COMMITTEE CHARTER
SEACOAST BANKING CORPORATION OF FLORIDA
AND
FIRST NATIONAL BANK AND TRUST COMPANY OF THE TREASURE COAST
I. Audit Committee Purpose
The Audit Committee is appointed by the Board of Directors of Seacoast
Banking Corporation of Florida (the "Company") to assist the Board and the
Board of Directors of First National Bank and Trust Company of the Treasure
Coast (the "Bank") in fulfilling its oversight responsibilities. The Audit
Committee's primary duties and responsibilities are to:
* Monitor the integrity of the Company's financial reporting process
and systems of internal controls regarding finance and accounting.
* Monitor the independence and performance of the Company's
independent auditors and internal auditing department.
* Provide an avenue of communication among the independent auditors,
management, the internal auditing department, and the Board of
Directors.
The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to
the independent auditors as well as anyone in the organization. The Audit
Committee has the ability to retain, at the Company's expense, special
legal, accounting, or other consultants or experts it deems necessary in
the performance of its duties. The Audit Committee shall serve both the
Company and the Bank.
II. Audit Committee Composition and Meetings
Audit Committee members shall meet the requirements of the National
Association of Securities Dealers, Inc. or Nasdaq, Inc., as applicable. The
Audit Committee shall be comprised of three or more directors as determined
by the Board, each of whom shall be independent nonexecutive directors,
free from any relationship that would interfere with the exercise of his or
her independent judgment. All members of the Committee shall have a basic
understanding of finance and accounting and be able to read and understand
fundamental financial statements, and at least one member of the Committee
shall have accounting or related financial management expertise.
Audit Committee members shall be appointed by the Board on recommendation
of the Nominating Committee. If an audit committee Chair is not designated
or present, the members of the Committee may designate a Chair by majority
vote of the Committee membership.
The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. The Audit Committee Chair shall approve an agenda
in advance of each meeting. The Committee should meet privately in
executive session at least annually with management, the director of the
internal auditing department, the independent auditors, and as a committee
to discuss any matters that the Committee or each of these groups believe
should be discussed.
III. Audit Committee Responsibilities and Duties
1. Review and reassess the adequacy of this Charter at least
annually. Submit the Charter to the Board of Directors for
approval and have the document published at least every three
years in accordance with SEC regulations.
2. Review the Company's annual audited financial statements prior to
filing or distribution. Review should include discussion with
management and independent auditors of significant issues
regarding accounting principles, practices and judgments.
3. In consultation with the management, the independent auditors, and
the internal auditors, consider the integrity of the Company's
financial reporting processes and controls. Discuss significant
financial risk exposures and the steps management has taken to
monitor, control, and report such exposures. Review significant
findings prepared by the independent auditors and the internal
auditing department together with management's responses.
4. Review with financial management the Company's quarterly financial
results prior to the release of earnings. Discuss any significant
changes to the Company's accounting principles and any items
required to be communicated by the independent auditors in
accordance with Statement on Auditing Standards No. 61,
Communication with Audit Committees ("SAS 61").
5. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall
review the independence and performance of the auditors and
annually recommend to the Board of Directors the appointment of
the independent auditors or approve any discharge of auditors when
circumstances warrant.
6. Approve the fees and other significant compensation to be paid to
the independent auditors.
7. On an annual basis, the Committee should review and discuss with
the independent auditors all significant relationships they have
with the Company that could impair the auditors' independence. As
part of this, the Committee shall discuss the written disclosures,
letter, and other matters required of the outside auditors by
Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees.
8. Review the independent auditors audit plan--discuss scope,
staffing, locations, reliance upon management, and internal audit
and general audit approach.
9. Discuss certain matters required to be communicated to audit
committees in accordance with SAS 61.
10. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied
in its financial reporting.
11. Review the budget, plan, changes in plan, activities,
organizational structure, and qualifications of the internal audit
department, as needed.
12. Review the appointment, performance, and replacement of the
General Auditor.
13. Review significant reports prepared by the internal audit depart-
ment together with management's response and follow-up to these
reports.
While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting
principles. As stated in The New York Stock Exchange, Inc.'s Guiding
Principles for Audit Committee Best Practices:
"In its oversight capacity, the audit committee is neither
intended nor equipped to guarantee with certainty to the
full board and shareholders the accuracy of a company's
financial statements and accounting practices. Proper
financial reporting, accounting and audit functions are
collaborative efforts conducted by full-time professionals
dedicated to these purposes."
This is the responsibility of management and the independent auditor. Nor
is it the duty of the Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and codes of conduct
established by the Company. Further, the Committee may rely upon the
reports of legal counsel, accountants and other experts, as well as members
of the Company's management.
This Charter is not intended to, and shall not, alter the of conduct set
forth in the Florida Business Corporation Act for directors, including
those directors who serve as Committee members. Members of the Committee
shall have the benefits of all safe harbors and protections from
liabilities provided by the Authorities, or otherwise with respect to their
service on the Committee.
Further, nothing herein is intended to or shall limit the responsibilities,
duties and liabilities of the independent auditors to the Company, the Board and
the Committee.