SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
FFLC BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
FFLC BANCORP, INC.
800 NORTH BOULEVARD, WEST
P.O. BOX 490420
LEESBURG, FLORIDA 34749-0420
(352) 787-3311
March 30, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of FFLC Bancorp, Inc. (the "Company") to be held on May 7, 1998, at the Leesburg
Community Building, 109 E. Dixie Avenue, Leesburg, Florida, at 2:00 p.m.
As described in the enclosed Proxy Statement, the election of two
directors, the amendment of the Certificate of Incorporation and the
ratification of the appointment of auditors for fiscal 1998 are scheduled to be
presented for stockholder action at the Annual Meeting. There will also be a
report on the operations of First Federal Savings Bank of Lake County (the
"Bank"), the wholly-owned subsidiary of the Company. Detailed information
concerning the activities and operating performance of the Bank during the
fiscal year ended December 31, 1997, is contained in the 1997 Annual Report to
Stockholders, which accompanies the Proxy Statement. Directors and officers of
the Company, as well as representatives of the Company's independent auditors,
will be present to respond to any questions which stockholders may have.
The Board of Directors of the Company has determined that approval of
the matters to be considered at the meeting is in the best interests of the
Company and its stockholders. For the reasons set forth in the Proxy Statement,
the Board unanimously recommends a vote "FOR" each matter to be considered.
We hope you will be able to attend the Annual Meeting in person.
Whether or not you expect to attend, we urge you to sign, date and return the
enclosed proxy card so that your shares will be represented.
On behalf of the Board of Directors and all of the employees of the
Company and the Bank, I wish to thank you for your support and interest. I look
forward to seeing you at the Annual Meeting.
Sincerely,
Stephen T. Kurtz
President and Chief Executive Officer
FFLC BANCORP, INC.
800 NORTH BOULEVARD, WEST
P.O. BOX 490420
LEESBURG, FLORIDA 34749-0420
-------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 7, 1998
-------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ( the
"Annual Meeting") of FFLC Bancorp, Inc. (the "Company") will be held at the
Leesburg Community Building, 109 E. Dixie Avenue, Leesburg, Florida, on May 7,
1998, at 2:00 p.m. Florida time.
A Proxy Statement and proxy card for the Annual Meeting are enclosed.
The Annual Meeting is being held for the purpose of considering and voting upon
the following matters:
1. The election of two directors for terms of three years, each;
2. Amendment of the Certificate of Incorporation;
3. The ratification of the appointment of Hacker, Johnson, Cohen
& Grieb as independent auditors of the Company for the fiscal
year ending December 31, 1998; and
4. Such other matters as may properly come before the meeting,
and at any adjournments thereof.
Pursuant to the Bylaws of the Company, the Board of Directors has fixed
March 16, 1998, as the voting record date for determining stockholders entitled
to notice of and to vote at the Annual Meeting and any adjournments thereof.
Only holders of the common stock of the Company as of the close of business on
that date will be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. In the event there are not sufficient votes for a quorum
or to approve or ratify any of the foregoing proposals at the time of the Annual
Meeting, the Annual Meeting may be adjourned in order to permit further
solicitation of proxies by the Company. A list of stockholders entitled to vote
at the Annual Meeting will be available at 800 North Boulevard, West, Leesburg,
Florida, for a period of ten days prior to the Annual Meeting and will also be
available for inspection at the Annual Meeting.
By Order of the Board of Directors
Sandra L. Rutschow
Secretary
Leesburg, Florida
March 30, 1998
EACH STOCKHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE ANNUAL
MEETING, IS REQUESTED TO SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT
DELAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
FFLC BANCORP, INC.
800 NORTH BOULEVARD, WEST
P.O. BOX 490420
LEESBURG, FLORIDA 34749-0420
(352) 787-3311
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
May 7, 1998
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Solicitation and Voting of Proxies
This Proxy Statement is being furnished to stockholders of FFLC
Bancorp, Inc. (the "Company") in connection with the solicitation of proxies by
the Board of Directors for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held on Thursday, May 7, 1998, at 2:00 p.m., Florida
time, at the Leesburg Community Building, 109 E. Dixie Avenue, Leesburg,
Florida, and at any adjournments thereof. The 1997 Annual Report to
Stockholders, containing the consolidated financial statements for the fiscal
year ended December 31, 1997, and a proxy card accompany this Proxy Statement
which is first being mailed to stockholders on or about March 30, 1998.
Regardless of the number of shares of common stock owned, it is
important that stockholders be represented by proxy or be present in person at
the Annual Meeting. Stockholders are requested to vote by completing the
enclosed proxy card and returning it, signed and dated, in the enclosed
postage-paid envelope. Stockholders are urged to indicate the way they wish to
vote in the spaces provided on the proxy card. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the directions given
therein. Where no instructions are indicated, signed proxies will be voted FOR
the election of each of the nominees for director named in this Proxy Statement,
FOR the amendment of the Certificate of Incorporation and FOR the ratification
of Hacker, Johnson, Cohen & Grieb as independent auditors for the fiscal year
ending December 31, 1998.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholders discretionary authority to vote
the shares in accordance with their best judgement on such other business, if
any, that may properly come before the Annual Meeting or any adjournments
thereof.
1
A proxy may be revoked at any time prior to its exercise by filing a
written notice of revocation with the Secretary of the Company, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
Annual Meeting and voting in person. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.
The cost of solicitation of proxies in the form enclosed herewith will
be borne by the Company. Proxies may also be solicited personally or by mail,
telephone, or telegraph by the Company's directors, officers and regular
employees, without additional compensation therefor. The Company will also
request persons, firms and corporations holding shares in their names, or in the
name of their nominees, which are beneficially owned by others, to send proxy
material to and obtain proxies from such beneficial owners, and will reimburse
such holders for their reasonable expenses in doing so.
Voting Securities
The securities which may be voted at this Annual Meeting consist of
shares of common stock of the Company, par value $.01 per share (the "Common
Stock"), with each share entitling its owner to one vote on each matter to be
voted on at the Annual Meeting, except as indicated below. There is no
cumulative voting for the election of directors.
The close of business on March 16, 1998, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. The total number of shares of the Company's Common Stock
outstanding on the Record Date (exclusive of Treasury shares) was 3,742,673
shares.
The presence, in person or by proxy, of at least a majority of the
total number of shares of Common Stock outstanding and entitled to vote (after
giving effect to the limitation described below, if applicable) is necessary to
constitute a quorum at the Annual Meeting. In the event there are not sufficient
votes for a quorum, or to approve or ratify any matter being presented, at the
time of the Annual Meeting, the Annual Meeting may be adjourned in order to
permit the further solicitation of proxies.
In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of Common Stock who beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") are not entitled to
any vote with respect to the shares held in excess of the Limit. A person or
entity is deemed to beneficially own shares owned by an affiliate of, as well as
persons acting in concert with, such person or entity. The Company's Certificate
of Incorporation authorizes the Board of Directors (i) to make all
determinations necessary to implement and apply the Limit, including determining
whether persons or entities are acting in concert, and (ii) to demand that any
person who is reasonably believed to beneficially own stock in excess of the
2
Limit supply information to the Company to enable the Board to implement and
apply the Limit.
As to the election of Directors, the proxy card being provided by the
Board of Directors enables a shareholder to vote "FOR" the election of the
nominees proposed by the Board, or to "WITHHOLD AUTHORITY" to vote for one or
more of the nominees being proposed. Under Delaware law and the Company's
Certificate of Incorporation and Bylaws, directors are elected by a plurality of
votes cast, without regard to either (i) broker non-votes, or (ii) proxies as to
which authority to vote for one or more of the nominees being proposed is
withheld.
As to other matters that may properly come before the Annual Meeting,
by checking the appropriate box, a shareholder may: (i) vote "FOR" the item;
(ii) vote "AGAINST" the item; or (iii) ABSTAIN from voting on such item. Under
the Company's Certificate of Incorporation and Bylaws, other matters shall be
determined by a majority of the votes cast affirmatively or negatively, without
regard to (a) broker non-votes, or (b) proxies marked "ABSTAIN" as to that
matter unless otherwise required by law.
Proxies solicited hereby will be returned to the Company, and will be
tabulated by inspectors of election designated by the Board, who will not be
employed by, or be a director of, the Company or any of its affiliates.
Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of five percent of the Company's
Common Stock are required to file certain reports regarding such ownership with
the Company and with the Securities and Exchange Commission ("SEC"), in
accordance with the Securities Exchange Act of 1934 (the "Exchange Act"). The
following table sets forth information regarding persons known to be beneficial
owners of more than five percent of the Company's outstanding Common Stock as of
March 16, 1998.
Amount and Nature
Name and Address of Beneficial Percent of
Title of Class of Beneficial Owner Ownership Class
- -------------- ------------------- --------- -----
Common Stock First Federal Savings Bank of 357,047 9.54%
Lake County Employee Stock
Ownership Plan ("ESOP")(1)
800 North Boulevard, West
Leesburg, Florida 34748
Common Stock First Manhattan Co. (2) 261,554 6.99%
437 Madison Avenue
New York, New York 10022
(See footnote on next page.)
3
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(1) A committee of the Board of Directors has been appointed (the "ESOP
Committee") to administer the ESOP, and Huntingdon National Bank, an
unaffiliated corporation, serves as trustee for the ESOP (the "ESOP
Trustee"). The ESOP Trustee must vote all allocated shares held in the
ESOP in accordance with the instructions of the participating
employees. As of the record date, 199,229 shares of the Common Stock in
the ESOP have been allocated. Under the ESOP, unallocated shares, and
shares held in the suspense account, will be voted in a manner
calculated to most accurately reflect the instructions the ESOP Trustee
has received from participants regarding the allocated stock so long as
such vote is in accordance with the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
(2) The information furnished is derived from a Schedule 13G filed by the
First Manhattan Co. on February 9, 1998, and a Schedule 13D filed by
First Manhattan Co. on October 29, 1996, as the general partner of
First Save Associates, L.P.
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Board of Directors currently consists of seven directors and is
divided into three classes. Each of the seven members of the Board of Directors
of the Company also serves on the Board of Directors of First Federal Savings
Bank of Lake County (the "Bank"). Directors are elected for classified terms of
three years, each, with the term of office of only one class of directors
expiring in each year. Directors serve until their successors are elected and
qualified.
The names of the two nominees for election to the Board of Directors
are set forth below, along with certain other information concerning such
individuals and the other members of the Board as of March 16, 1998. Management
believes that such nominees will stand for election and will serve if elected as
directors. However, if any person nominated by the Board of Directors fails to
stand for election or is unable to accept election, the proxies will be voted
for the election of such other person as the Board of Directors may recommend.
Unless authority to vote for the directors is withheld, it is intended that the
shares represented by the enclosed proxy card, if executed and returned, will be
voted FOR the election of all nominees proposed by the Board of Directors.
4
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES NAMED
IN THIS PROXY STATEMENT.
Information with Respect to the Nominees, Continuing Directors and Executive
Officers
The following table sets forth, as of March 16, 1998, the names of the
nominees, continuing directors, and executive officers of the Company as well as
their ages; a brief description of their recent business experience, including
present occupations and employment; certain directorships held by each; the year
in which each became a director of the Bank and the year in which his term as
director of the Company expires. This table also sets forth the amount of Common
Stock and the percent thereof beneficially owned as of the Record Date by each
director and all directors and executive officers as a group as of the Record
Date. All per share data contained in this proxy statement has been restated to
reflect the 5 for 3 stock split that was declared in November 1997.
5
Expiration Shares of
Name and Principal of Common Stock Ownership as
Occupation at Present Director Term as Beneficially a Percent of
and for Past Five Years Age Since(1) Director Owned(2) Class
----------------------- --- -------- -------- -------- -----
Nominees:
H.D. Robuck, Jr. 50 1997 1998 37,223(3)(4) *
Mr. Robuck is a practicing
attorney and the Chief Executive
Officer of Romac Lumber
Company, a Lake County based
supplier of construction
materials.
Stephen T. Kurtz 44 1990 1998 90,496(5)(6) 2.40%
Mr. Kurtz was first employed by
the Bank in 1978. He became
President and Chief Executive
Officer in 1988. He also serves
as a director of the Bank.
Continuing Directors:
James P. Logan 49 1990 1999 48,574(3)(4) 1.29%
A director of the Bank. President
and owner of Logan Sitework
Contractors, Inc., a firm primarily
involved in the residential
construction industry.
Ted R. Ostrander, Jr. 49 1995 1999 18,717(3)(4) *
A director of the Bank. President
of Lassiter-Ware, Inc., an
insurance agency.
Joseph J. Junod 61 1987 2000 34,674(3)(4) *
A director of the Bank, Mr. Junod
retired in 1991 as the general
manager of Avesta Sandvik
Tube, Wildwood, Florida.
Claron D. Wagner 66 1987 2000 69,674(3)(4) 1.85%
A director of the Bank and
President, Woody Wagner, Inc.
Former partner in Wagner
Construction Company.
6
Expiration Shares of
Name and Principal of Common Stock Ownership as
Occupation at Present Director Term as Beneficially a Percent of
and for Past Five Years Age Since(1) Director Owned(2) Class
Paul K. Mueller 46 1993 2000 96,772(5)(6) 2.56%
Mr. Mueller was first employed
by the Bank in 1979. He became
Senior Vice President and
Treasurer of the Bank in 1985 and
Executive Vice President in 1997.
He also serves as a director of the
Bank.
Executive Officers
Who Are Not Directors
Dwight L. Hart 42 - - 39,919(5)(6) 1.06%
Senior Vice President of the Bank
and the Company. Mr. Hart has
also served as head of the
Mortgage Loan Department of the
Bank since June, 1986.
Lawrence E. Hoag 42 - - 25,069(5)(6) *
Vice President of the Bank and
the Company. Mr. Hoag has
headed the Savings Department
of the Bank since January, 1985.
Judith M. Maddox 62 - - 22,869(5)(6) *
Vice President for Human
Resources of the Bank, and Vice
President of the Company.
Sandra L. Rutschow 58 - - 30,632(5)(6) *
Secretary and Vice President of
the Bank and Secretary of the
Company
Danny A. Schmid 55 - - 10,550(6) *
Senior Vice President of the Bank
and the Company. Mr. Schmid
was hired in April, 1997, and is
head of the Commercial Loan
Department.
All directors and executive 635,430(7) 16.06%
officers as a group (twelve persons)
7
- ---------------------
*Does not exceed 1.0% of the Company's Common Stock.
(1) Includes years of service as a director of the Company's predecessor, the
Bank.
(2) Each person effectively exercises sole (or shares with spouse or other
immediate family member) voting or dispositive power as to shares reported.
(3) Includes 8,055 shares awarded to each Outside Director, serving on January
4, 1994, under the First Federal Savings Bank of Lake County Recognition
and Retention Plan for Outside Directors, 2,015 shares awarded to Director
Ostrander upon his election as a Director on January 26, 1995, and 2,014
shares awarded to Director Robuck on December 31, 1997. Although awards
granted under the plan vest at a rate of 331/3% commencing 15 months from
the date of grant (January 4, 1994 for the directors serving on that date),
each participant presently has voting power as to the full number of shares
awarded.
(4) Includes 20,138 options granted to each Outside Director, serving on
January 4, 1994, under the FFLC Bancorp, Inc. 1993 Stock Option Plan for
Outside Directors, all of which became immediately exercisable upon the
date of grant (January 4, 1994), 3,368 options granted to Director
Ostrander on January 26,1995 upon his election as a director and 5,035
options granted to Director Robuck on December 31, 1997, upon his election
of a director. Mr. Ostrander exercised options for 1,667 shares on April
30, 1997. Mr. Logan exercised 3,100 shares on February 2, 1998.
(5) Includes 17,333, 16,166, 10,666, 7,500 and 6,000 shares awarded to Messrs.
Kurtz, Mueller, Hart, and Hoag, and Mesdames Maddox and Rutschow,
respectively, as awarded under the First Federal Savings Bank of Lake
County Recognition and Retention Plan for Officers and Employees. Although
awards granted under the Plan vest at a rate of 331/3% commencing 15 months
from the date of grant (January 4, 1994), each participant presently has
voting power as to the full number of shares awarded.
(6) Includes 31,000, 32,000, 25,000, 16,666, 16,000 and 17,500 shares subject
to options granted to Messrs. Kurtz, Mueller, Hart, and Hoag, and Mesdames
Maddox and Rutschow, respectively, which became exercisable January 4,
1995. Excludes options for 8,500 shares awarded to Mr. Schmid in 1997,
which are not currently exercisable.
(7) Includes a total of 85,553 options granted to five outside directors under
the FFLC Bancorp, Inc. 1993 Stock Option Plan for Outside Directors, which
are currently exercisable and includes a total of 149,666 options granted
under the FFLC Bancorp, Inc. 1993 Incentive Stock Option Plan to six
executive officers which are currently exercisable.
Meetings of the Board of Directors and Committees of the Board of the Company
The Board of Directors of the Company conducts its business through
meetings of the Board and through the activities of its committees. The Board of
Directors of the Company meets monthly and may have additional meetings as
needed. The Board of Directors of the Company, held 12 meetings in 1997. All of
the directors of the Company attended at least 75% in the aggregate of the total
number of the Company's board meetings held and committee meetings on which such
director served during fiscal 1997. The Board of Directors of the Company
maintains committees, the nature and composition of which are described below:
The Executive Committee consists of all members of the Board of
Directors. The purpose of this Committee is to review matters pertaining to
day-to-day operations, including review of operational policies and procedures
and loan approval. This Committee meets on a weekly basis. This Committee met 51
times during fiscal 1997.
8
The Audit Committee consists of all outside Directors of the Company.
This Committee meets with the Bank's independent auditors, and evaluates
policies and procedures relating to auditing functions and internal controls.
This Committee held one meeting in fiscal 1997.
The Nominating Committee is not a standing committee but is convened as
needed with director members appointed by the Chairman. While the committee will
consider nominees recommended by stockholders, it has not actively solicited
recommendations from stockholders. Nominations by stockholders must comply with
certain procedural and informational requirements set forth in the Company's
Bylaws. See "Advance Notice of Business to be Conducted at an Annual Meeting."
The Nominating Committee met on February 12, 1998.
In 1997, the Compensation Committee of the Company consisted of
Directors Junod, Wagner, Logan and Ostrander and is responsible for the 1998
Compensation Committee Report on Executive Compensation. The Committee
establishes compensation for the chief executive officer and reviews
compensation for other officers and employees and the bonus program, when
necessary. The Compensation Committee met four times during 1997.
Directors' Compensation
Fees. Directors do not receive fees from the Company for services on
the Company's Board. In 1997, the monthly retainer for service on the Board of
Directors of the Bank was $600. Directors are paid additional fees of $200 per
member for attendance at meetings of the Bank's Executive Committee held on days
other than when the Board of Directors meets and $75 for Loan Committee
meetings. At December 31, 1997, the Bank had four advisory directors. Advisory
directors are paid $800 for each monthly board of directors meeting attended or
if two executive committee meetings are attended. Directors who are officers of
the Bank and the Company do not receive additional compensation for service as
directors.
1993 Stock Option Plan for Outside Directors. Under the FFLC Bancorp,
Inc., 1993 Stock Option Plan for Outside Directors (the "Directors' Option
Plan"), which was ratified by shareholders at the Annual Meeting held May 12,
1994, each person who was then serving as an outside director who was not an
officer of the Company or the Bank and each of the two advisory directors
received options to purchase 20,138 shares of Common Stock at an exercise price
of $6.00 per share on the date of grant, January 4, 1994. Such options became
exercisable immediately. To the extent options for shares are available for
grant under the Directors' Option Plan, each subsequently appointed or elected
outside director ("Subsequent Outside Director") will be granted options to
purchase 5,035 shares of Common Stock with an exercise price equal to the fair
market value of the Common Stock on the date of grant. All options granted under
the Directors' Option Plan expire upon the earlier of 10 years following the
date of grant or one year following the date the optionee ceases to be a
Director for any reason other than removal for cause. Options for 5,035 shares
were granted to Mr. Robuck in 1997.
Recognition and Retention Plan for Outside Directors. Under the First
Federal Savings Bank of Lake County Recognition and Retention Plan for Outside
Directors (the "Directors' RRP"), which was ratified by shareholders at the
Annual Meeting held May 12, 1994, each person who was then serving as an outside
director and each advisory director serving in such capacity as of the
conversion was granted plan share awards ("Awards") for 8,055 shares of the
Common Stock (the "Fixed Award"). Each individual who is subsequently elected as
9
an Outside Director ("Subsequent Outside Director") will be granted an award of
2,014 shares to the extent shares remain unallocated for future directors as of
the effective date of such election. The Awards granted to outside directors
vest in three equal annual installments commencing 15 months after the effective
date of the award. Awards are nontransferable and nonassignable. Awards will be
100% vested upon termination of employment due to death, disability or
retirement, or following a change in control of the Bank or Company as defined
in the Directors' RRP. When shares become vested and are distributed in
accordance with the Directors' RRP, the recipients will also receive amounts
equal to accumulated dividends (if any) with respect thereto. Prior to vesting,
recipients of Awards may direct the voting of shares of Common Stock allocated
to them that have been purchased by the trust. Shares not subject to an Award
will be voted by the trustee of the Directors' RRP in proportion to the
directions provided with respect to shares subject to an award.
Executive Compensation
The report of the compensation committee and the stock performance
graph shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 (the "Securities Act") or the Securities Exchange Act of
1934 (the "Exchange Act"), except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
Compensation Committee Report on Executive Compensation. Under rules
established by the Securities and Exchange Commission ("SEC"), the Company is
required to provide certain data and information in regard to the compensation
and benefits provided to the Company's Chief Executive Officer and other
executive officers of the Company. The disclosure requirements for the Chief
Executive Officer and other executive officers include the use of tables and a
report explaining the rationale and considerations that led to fundamental
executive compensation decisions affecting those individuals. In fulfillment of
that requirement, the Compensation Committee, at the direction of the Board of
Directors, has prepared the following report for inclusion in this proxy
statement.
The Compensation Committee is made up of all outside directors of the
Company and is responsible for determining annual compensation levels for the
Chief Executive Officer, the Executive Vice President and Treasurer, and the
Senior Vice Presidents. The Compensation Committee also is responsible for
determining the amount contributed to the Bank's bonus plan, which is
distributed to all full-time employees who have completed at least one year of
service.
The Compensation Committee generally meets three times each year. In
December, the Compensation Committee reviews management recommendations for
officer compensation and also determines the compensation of the Chief Executive
Officer, the Executive Vice President and Treasurer, and the Senior Vice
Presidents. The Compensation Committee determines salary levels after reviewing
published surveys of compensation paid to executives performing similar duties
with institutions of comparable asset size and geographic location.
Specifically, the Committee utilizes the salary survey of the Florida Bankers
Association, the survey of America's Community Bankers and
10
the SNL Executive Compensation Review for thrifts. In addition, the Compensation
Committee considers available executive compensation data of other local,
publicly traded financial institutions. In making those compensation decisions,
the Compensation Committee also considers the earnings and condition of the
Bank, the contribution of each executive officer to the success of the Bank and
the results of any supervisory examination of the Bank. At the meeting held on
December 18, 1997, and, based upon the criteria listed above, the Compensation
Committee increased the salary of Stephen T. Kurtz, the President and Chief
Executive Officer, from $125,000 to $132,000, an increase of 6%. At that same
meeting, the salary of Paul K. Mueller, Executive Vice President and Treasurer
was increased from $110,000 to $116,000, an increase of 5%.
The Compensation Committee also meets in June and in November to
consider funding of the Company's bonus plan. The bonus plan is generally funded
based upon the overall profitability of the Company with bonus plan
distributions made in June and December. All full-time personnel with at least
one year of service are eligible to participate in the bonus plan. Distribution
of funds to employees under the bonus plan is based upon salary and length of
service.
Compensation Committee of the Company
Joseph J. Junod
Claron D. Wagner
James P. Logan
Ted R. Ostrander, Jr.
Stock Performance Graph. The following graph shows a comparison of
cumulative total shareholder return on the Company's Common Stock, based on the
market price of the Common Stock assuming reinvestment of dividends, with the
cumulative total return of companies in the Nasdaq National Market and Nasdaq
Savings Institution Stocks for the period beginning on January 4, 1994, through
December 31, 1997.
11
PERFORMANCE GRAPH
[GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]
Period Ending
--------------------------------------------------
Index 1/4/94 12/31/94 12/31/95 12/31/96 12/31/97
- --------------------------------------------------------------------------------
FFLC Bancorp, Inc 100.00 108.75 144.29 168.96 290.08
NASDAQ - Total US 100.00 98.07 138.69 170.58 209.33
NASDAQ Bank Index 100.00 100.27 149.33 197.15 333.08
SNL OTC Thrift Index 100.00 101.11 153.74 200.02 324.86
12
Summary Compensation Table. The following table sets forth the cash
compensation paid by the Bank, for services rendered during the fiscal years
ended December 31, 1997, 1996 and 1995, to the Chief Executive Officer and to
the Executive Vice President and Treasurer , who were the only executive
officers to receive compensation in salary and bonus in excess of $100,000 in
the fiscal year ended December 31, 1997.
Annual Compensation
-----------------------------------------------------
Other Annual
Name and Principal Position Year Salary ($)(1) Bonus ($)(2) Compensation ($)(3)
Stephen T. Kurtz 1997 $124,171 $ 8,234 $ --
President, Chief Executive 1996 108,100 18,492 --
Officer and Director 1995 103,000 8,662 --
Paul K. Mueller 1997 $109,171 $7,871 --
Executive Vice President, 1996 95,300 14,992 --
Treasurer and Director
Long Term Compensation
----------------------------------------------------------
Awards Payouts
---------------------------------------- -------------
Restricted Stock Securities Underlying LTIP All Other
Name and Principal Position Awards ($)(4) Options/SARS (#)(5) Payouts($)(6) Compensation(7)
Stephen T. Kurtz $ -- -- $ -- $22,654
President, Chief Executive 31,125 -- -- 22,467
Officer and Director -- -- -- $24,243
Paul K. Mueller 26,030 -- -- $20,026
Executive Vice President, 24,900 -- -- 19,807
Treasurer and Director
- ----------------------------------
(1) Salary, only. Mr. Kurtz and Mr. Mueller are not paid director's fees.
(2) Includes bonuses granted pursuant to the Bank's bonus plan, which bases
bonuses upon annual salary and years of service.
(3) There were no (a) perquisites over the lesser of $50,000 or 10% of the
individual's total salary and bonus for the year; (b) payments of
above-market preferential earnings on deferred compensation; (c) payments
of earnings with respect to long-term incentive plans prior to settlement
or motivation; (d) tax payment reimbursements; or (e) preferential
discounts on stock.
13
(4) Includes awards granted pursuant to the First Federal Savings Bank of Lake
County Recognition and Retention Plan for Officers and Employees (the
"Officers' and Employees' RRP") in connection with the conversion which had
a market value of $6.00 per share on the date of grant (January 4, 1994).
The Officers and Employees RRP was ratified by shareholders at the Annual
Meeting held May 12, 1994. Such awards vested in equal installments at a
rate of 331/3% per year beginning on April 4, 1995. When such shares vested
and are distributed, the recipient will also receive an amount equal to the
accumulated dividends and earnings thereon. On December 19, 1996, Messrs.
Kurtz and Mueller received additional awards of 2,500 and 2,000 shares,
respectively. At December 31, 1997, the aggregate amount of restricted
stock awards held by Mr. Kurtz and Mr. Mueller was 17,333 and 12,834, with
market values of $376,993 and $279,140, respectively, based upon the
closing market price on that date.
(5) Includes options granted on January 4, 1994 pursuant to the Incentive Plan.
Options granted to officers in fiscal 1994 become exercisable in equal
installments at a rate of 331/3% per year commencing one year from the date
of grant. The first installment of options became exercisable on January 4,
1995. Options granted include limited rights which generally are
exercisable upon a change in control.
(6) For the fiscal years 1997, 1996 and 1995, the Bank had no long-term
incentive plans in existence and therefore made no payouts or awards under
such plans.
(7) Annual ESOP allocation at cost and Company contribution of $2,400 for Mr.
Kurtz and $2,100 for Mr. Mueller to the 401(k) Plan.
Employment Agreement. The Company has entered into employment
agreements with Mr. Stephen T. Kurtz and Mr. Paul K. Mueller. Each of the
agreements, the terms of which are substantially identical except for salary,
provide for a three-year term. Commencing on the first anniversary date and
continuing each anniversary date thereafter, the Board of Directors of the
Company may, after conducting a performance evaluation of each executive, extend
his agreement for an additional year so that the remaining term shall be three
years, unless written notice of non-renewal is given by the Board of Directors.
On December 18, 1997, the Board of Directors of the Company extended each
agreement for an additional year and increased Mr. Kurtz's base salary to
$132,000 and Mr. Mueller's to $116,000. In addition to the base salary, the
agreements provide for, among other things, disability pay, participation in
stock benefit plans, and other fringe benefits applicable to executive
personnel. The agreements provide for termination for cause at any time. In the
event the Company terminates either executive's employment for reasons other
than a Change in Control of the Bank or Company, retirement, or for cause, or in
the event of the executive's resignation from the Bank and the Company upon (i)
failure to re-elect the executive to his current office, (ii) a material change
in the executive's functions, duties, or responsibilities, (iii) relocation of
his principal place of employment by more than 30 miles, (iv) liquidation or
dissolution of the Bank or the Company, or (v) a breach of the agreement by the
Company, the executive, or in the event of death, his beneficiary, would be
entitled to severance pay in an amount equal to the remaining salary payments
under the agreement, including base salary, bonuses, and other cash
compensation.
15
If termination, voluntary or involuntary, follows a change in control
of the Bank or the Company, the executive or, in the event of death, his
beneficiary, would be entitled to a severance payment equal to three times his
average annual compensation paid over the three year period preceding the
termination as stated in the employment agreement with the Bank or the Company.
The Bank and the Company would also continue the executive's life, health, and
any disability coverage for the remaining unexpired term of the agreement. For
purposes of determining whether a change in control under the agreements has
occurred, the respective Boards of Directors will apply the definition of
control set forth in 12 C.F.R. ss. 574.4 of the Rules and Regulations of the
Office of Thrift Supervision ("OTS"). This definition includes certain
conclusive control determinations and rebuttable control determinations. The
conclusive control determinations include that an acquiror has acquired control
if it: (i) acquires more than 25 percent of any class of voting stock of a
company; (ii) acquires irrevocable proxies representing more than 25 percent of
any class of voting stock of a company; (iii) acquires any combination of voting
stock and irrevocable proxies representing more than 25 percent of any class of
voting stock of a savings association; (iv) controls in any manner the election
of a majority of the directors or trustees of a company; (v) is a general
partner of a company; (vi) has contributed more than 25 percent of the capital
of the company; or (vii) is a trustee of a trust.
Payments to the executives under the agreements is guaranteed by the
Company in the event that payments or benefits are not paid by the Bank.
Payments and benefits under the employment agreements, made contingent upon a
change in control, if they would constitute an excess parachute payment under
Section 280G of the Code, would be reduced to $1.00 less than the excess
parachute amount. If Mr. Kurtz's employment had been terminated, following a
change in control, as of January 1, 1998, the cash payment to him would have
been approximately $396,000 in addition to certain non-cash benefits. In the
case of Mr. Mueller, the cash payment would have been $348,000.
1993 Incentive Stock Option Plan. Under the FFLC Bancorp, Inc. 1993
Incentive Stock Option Plan (the "Incentive Option Plan"), which was ratified by
shareholders at the Annual Meeting held May 12, 1994, options are granted to
employees at the discretion of a committee comprised of disinterested directors
who administer the plan. No options or limited rights were granted under the
Incentive Option Plan to the Named Executive Officers in 1997.
16
The following table provides certain information with respect to the
number of shares of Common Stock acquired on exercise of stock options and the
value realized thereon and the number of shares of Common Stock represented by
outstanding stock options held by the Named Executive Officers as of December
31, 1997. Also reported are the values for "in-the-money" options which
represent the positive spread between the exercise price of any such existing
stock options and the price of the Common Stock as of the end of the fiscal year
on December 31, 1997. At the Record Date, options for 31,000 and 32,000 shares
of Common Stock, respectively were exercisable by Messrs. Kurtz and Mueller.
Fiscal Year End Options/SAR Values
--------------------------------------------------------------
Number of Securities
Underlying Unexercised
Shares Options at Fiscal Year End Value of Unexercised In-the-Money
Acquired on Value (#) Options at Fiscal Year End ($)(1)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ ------------ ------------------------- -------------------------
Stephen T. Kurtz 2,500 38,125 31,000/0 $488,250/0
Paul K. Mueller 0 0 32,000/0 $504,000/0
(1) Market value of underlying securities at fiscal year end ($21.75 per share)
minus the exercise or base price of $6.00 per share.
17
Retirement Plan. Through 1995, the Bank maintained a qualified
non-contributory defined benefit pension plan for its eligible employees through
the Financial Institutions Retirement Fund. On February 1, 1996, the company
withdrew from participation in the Pension Plan, participants' benefits were
frozen and participants became fully vested. The Company did not make a
contribution to the Pension Plan for 1996 and instituted a 401(k) plan on April
1, 1996. The following table sets forth the estimated annual benefits payable
upon retirement at age 65, expressed in the form of a single life annuity, for
the final average salary and benefit service classifications specified.
Final Average
Compensation 15 Years 20 Years 25 Years 30 Years 35 Years
------------- -------- -------- -------- -------- --------
$ 15,000 $ 3,375 $ 4,500 $ 5,625 $ 6,750 $ 7,875
25,000 5,625 7,500 9,375 11,250 13,125
50,000 11,250 15,000 18,750 22,500 26,250
75,000 16,875 22,500 28,125 33,750 39,375
100,000 22,500 30,000 37,500 45,000 52,500
125,000 28,125 37,500 46,875 56,250 65,625
Mr. Kurtz had 16 years of credited service as of January 1, 1996.
Transactions With Certain Related Persons
Until November, 1996, the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 required that all loans or extensions of credit to
executive officers and Directors be made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the general public and not involve more than the
normal risk of repayment or present other unfavorable features. In addition,
loans made to a Director or executive officer in excess of the greater of
$25,000 or 5% of the Bank's capital and surplus (up to a maximum of $500,000)
must be approved in advance by a majority of the disinterested members of the
Board of Directors.
Except as hereinafter indicated, all loans made by the Bank to its
executive officers and Directors are made in the ordinary course of business,
are made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and do not involve more than the normal risk of collectibility or
present other unfavorable features.
In accordance with applicable regulations, the Bank extends credit to
its directors and executive officers pursuant to a benefit program that is
widely available to employees of the Bank and does not give preference to any
executive officer or director over other employees of the Bank. Set forth below
18
is certain information relating to such loans to executive officers and
directors which were outstanding at December 31, 1997.
Balance as of
Date of Loan or Original December 31,
Name Modification Amount 1997 Note Rate Market Rate
---- ------------ ------ ---- --------- -----------
Dwight L. Hart 06/25/97 $128,000 $127,231 7.250% 7.875%
Stephen T. Kurtz 02/11/97 $125,000 $116,949 7.125% 7.750%
Claron D. Wagner 04/18/97 $63,384 $56,893 7.125% 7.750%
H. D. Robuck, Jr., a nominee to be a director of the Company is the
owner and President of H. D. Robuck, Jr., P.A., an attorney representing the
Company. In 1997, the Company paid H.D.Robuck, Jr., P.A., legal fees aggregating
$40,700.
19
PROPOSAL 2. AMENDMENT OF THE CERTIFICATE OF INCORPORATION
The Company is currently authorized to issue 4,500,000 shares of Common
Stock, of which, as of January 30, 1998, 3,763,573 shares were issued and
368,468 shares were reserved for issuance upon the exercise of options which
have been granted or may be granted pursuant to the stock option plans of the
Company. Thus, as of February 1, 1998, there were only approximately 367,959
shares of Common Stock (other than 568,199 Treasury Shares) which were unissued
and not reserved for issuance.
In these circumstances, the Board of Directors determined that it would
be advisable and in the best interest of the Company to amend the Certificate of
Incorporation to increase the number of authorized shares of Common Stock.
Pursuant to that determination, on January 15, 1998, the Board of Directors
unanimously approved and recommended that the stockholders consider and approve
an amendment to Article Fourth of the Certificate of Incorporation of the
Company to increase the number of shares of Common Stock the Company has
authority to issue from 4,500,000 shares to 9,000,000 shares.
At the Annual Meeting of Stockholders, the stockholders will be asked
to consider the proposal recommended by the Board of Directors to amend Article
Fourth of the Certificate of Incorporation As proposed to be amended, paragraphs
A. and B. of Article Fourth would read as follows:
"FOURTH: A. The total number of shares of all classes of stock which
the Corporation shall have authority to issue is ten million
(10,000,000), consisting of:
1. One million (1,000,000) shares of Preferred Stock,
par value one cent ($.01) per share (the "Preferred
Stock"); and
2. Nine million (9,000,000) shares of Common Stock, par
value one cent ($.01) per share (the "Common Stock").
B. The Board of Directors is authorized, subject to any
limitations prescribed by law, to provide for the issuance of the
shares of Preferred Stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware (such
certificate being hereinafter referred to as a "Preferred Stock
Designation"), to establish from time to time the number of shares to
be included in each such series, and to fix the designation, powers,
preferences, and rights of the shares of each such series and any
qualifications, limitations or restrictions thereof. The number of
authorized shares of Preferred Stock may be increased or decreased (but
not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the Common Stock,
without a vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of any such holders is required pursuant to the
terms of any Preferred Stock Designation."
20
The Board of Directors considers the proposed amendment desirable
because it would provide the Holding Company with an adequate supply of
authorized but unissued shares of Common Stock for general corporate needs,
including shares to be issued in connection with stock dividends, stock splits,
employee benefit programs, acquisitions and raising additional capital at times
when the Board of Directors, in its discretion, deems it advantageous to do so.
The Board of Directors believes that the proposal gives the Board the
necessary flexibility to issue shares for the above purposes without the delay
and expense incident to obtaining stockholder approval of an amendment to the
Certificate increasing the number of authorized shares at the time of such
action, except as required by applicable law or the rules of any stock exchange
or national quotation service on which the Common Stock may then be listed.
While the Board of Directors is seeking this authority from the
stockholders at this time, it has no present intention of issuing the additional
shares or of effecting a stock split or stock dividend or an acquisition or of
raising additional capital through a public or private offering of Common Stock.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL TO
AMEND THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK.
PROPOSAL 3. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's financial statements as of December 31, 1996 and 1997 and
for each of the years in the three-year period ended December 31, 1997 were
audited by Hacker, Johnson, Cohen & Grieb.
The Company's Board of Directors has reappointed Hacker, Johnson, Cohen
& Grieb to continue as independent auditors for the Bank and the Company for the
year ending December 31, 1998, subject to ratification of such appointment by
the stockholders.
A representative of Hacker, Johnson, Cohen & Grieb will be present at
the Annual Meeting, will be given an opportunity to make a statement if so
desired and will be available to respond to appropriate questions from
stockholders present at the Annual Meeting.
Unless marked to the contrary, the shares represented by the enclosed
Proxy, if executed and returned, will be voted FOR ratification of the
appointment of Hacker, Johnson, Cohen & Grieb as the independent auditors of the
Company.
21
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION
OF THE APPOINTMENT OF HACKER, JOHNSON, COHEN & GRIEB AS THE
INDEPENDENT AUDITORS OF THE COMPANY.
ADDITIONAL INFORMATION
Stockholder Proposals
To be considered for inclusion in the Company's proxy statement in
connection with the annual meeting of stockholders to be held following fiscal
year ending December 31, 1998, a stockholder proposal must be received by the
Secretary of the Company, at the address set forth on the first page of this
Proxy Statement, no later than December 1, 1998. Any shareholder proposal
submitted to the Company will be subject to SEC Rule 14a-8 under the Exchange
Act.
Advance Notice of Business to be Conducted at an Annual Meeting
The Bylaws of the Company provide an advance notice procedure for
certain business, or nominations to the Board of Directors, to be brought before
an annual meeting. In order for a stockholder to properly bring business before
an annual meeting, or to propose a nominee to the Board, the stockholder must
give written notice to the Secretary of the Company not less than ninety (90)
days before the date fixed for such meeting; provided, however, that in the
event that less than one hundred (100) days notice or prior public disclosure of
the date of the meeting is given or made, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the Annual Meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name,
record address, and number of shares owned by the stockholder, and describe
briefly the proposed business, the reasons for bringing the business before the
Annual Meeting, and any material interest of the stockholder in the proposed
business. In the case of nominations to the Board, certain information regarding
the nominee must be provided. Nothing in this paragraph shall be deemed to
require the Company to include in its proxy statement and proxy relating to an
annual meeting any stockholder proposal which does not meet all of the
requirements for inclusion established by the SEC in effect at the time such
proposal is received.
Other Matters which may Properly Come Before the Meeting
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy card to vote the shares represented thereby on such matters in accordance
with their best judgment.
22
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are present at the Annual
Meeting and wish to vote your shares in person, your proxy may be revoked by
voting at the Annual Meeting.
A copy of the Form 10-K (without exhibits) for the year ended December
31, 1997 as filed with the SEC, will be furnished without charge to stockholders
of record upon written request to FFLC Bancorp, Inc., Ms. Sandra L. Rutschow,
Secretary, P.O. Box 490420, Leesburg, Florida 34749-0420. The Form 10-K can also
be accessed through the Bank's World-Wide Web Internet Site at
"http://www.1stfederal.com".
By Order of the Board of
Directors
Sandra L. Rutschow
Secretary
Leesburg, Florida
March 30, 1998
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
23
REVOCABLE PROXY
FFLC BANCORP, INC.
[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
May 7, 1998 -- 2:00 p.m.
The undersigned hereby appoints the official proxy committee, consisting of
each member of the Board of FFLC Bancorp, Inc. (the "Company"), each with full
power of substitution, to act as attorneys and proxies for the undersigned, and
to vote all shares of Common Stock of the Company which the undersigned is
entitled to vote only at the Annual Meeting of Stockholders, to be held at the
Leesburg Community Building, 109 E. Dixie Avenue, Leesburg, Florida, on May 7,
1998, at 2:00 p.m., and at any and all adjournments thereof, as follows:
1. The election as directors of all nominees listed (except as marked to the
contrary below).
H. D. Robuck, Jr. and Stephen T. Kurtz
[ ] FOR [ ] WITHHOLD [ ] FOR ALL EXCEPT
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except"and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
2. The amendment of the Certificate of Incorporation of the Company to increase
the number of authorized shares of Common Stock from 4,500,000 to 9,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. The approval of Hacker, Johnson, Cohen & Grieb as the Company's independent
auditors for the fiscal year ending December 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
This proxy is revocable and will be voted as directed, but if no instructions
are specified, this proxy will be voted FOR each of the proposals listed. If any
other business is presented at the Annual Meeting, this proxy will be voted by
those named in this proxy in their best judgment. At the present time, the Board
of Directors knows of no other business to be presented at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of the Meeting and of a Proxy Statement dated March
30, 1998, and a copy of FFLC's 1997 Annual Report.
Please be sure to sign and date
this Proxy in the box below.
_______________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
FFLC BANCORP, INC.
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign, but the signature of
one holder is sufficient, unless contested.
Stockholder Assistance
Stockholders requiring a change of address, records or information about lost
certificates or dividend checks should contact FFLC Bancorp's transfer agent.
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
800-368-5948
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY