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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
Jacksonville Bancorp, Inc.
(Name of Registrant as Specified in its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): [X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(a)-6(i)(1) and
0-11. 1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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Jacksonville Bancorp, Inc.
76 South Laura Street, Suite 104
Jacksonville, Florida 32202
March 24, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Jacksonville Bancorp, Inc., to be held on Wednesday, April 26, 2000 commencing
at 11:00 a.m. Eastern Standard Time at the Humana Building, 76 South Laura
Street, 7th floor, Jacksonville, Florida, 32202. A formal Notice setting forth
the business to come before the meeting and a Proxy Statement are attached. The
purpose of the meeting is to consider and vote upon the proposals explained in
the Notice and the Proxy Statement.
It is important that your shares be represented at the Annual Meeting
whether or not you plan to attend the Annual Meeting in person. The Board of
Directors requests that you carefully review the following materials before
completing, signing and dating the enclosed proxy and returning it in the
postage paid envelope provided for your use. If you later decide to attend the
Annual Meeting and vote in person, or if you wish to revoke your proxy for any
reason prior to the vote at the Annual Meeting, you may do so and your proxy
will have no further effect.
Sincerely,
/s/R. C. Mills
R.C. Mills
Chairman
Jacksonville Bancorp, Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 2000
To the Holders of Common Stock:
You are invited to attend the Annual Meeting of Shareholders of
Jacksonville Bancorp, Inc., which will be held on Wednesday, April 26, 2000 at
11:00 a.m. at the Humana Building, 76 South Laura Street, 7th floor,
Jacksonville, Florida, 32202, to consider and act upon the following matters:
1. Election of 14 directors of the Company;
2. Approval of the Stock Option Plan; and
3. Such other business as may properly come before the Annual Meeting or
any adjournments thereof.
Only shareholders of record of the Company's common stock at the close of
business on March 20, 2000 are entitled to receive notice of, and to vote on,
the business that may come before the Annual Meeting.
Whether or not you plan to attend the meeting, please complete, sign, date
and return the enclosed proxy as promptly as possible in the postage paid
envelope provided for your use to the Company's transfer agent. You may revoke
the proxy at any time before it is exercised by following the instructions set
forth on the first page of the accompanying Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Cheryl L. Whalen
Cheryl L. Whalen
Corporate Secretary
Dated: March 24, 2000
PROXY STATEMENT
Annual Meeting of Shareholders
Jacksonville Bancorp, Inc.
76 South Laura Street, Suite 104
Jacksonville, Florida 32202
GENERAL
This Proxy Statement is being furnished to holders of Jacksonville
Bancorp, Inc. (the "Company" or "JBI") common stock, $.01 par value (the "Common
Stock"), in connection with the solicitation of proxies by the Board of
Directors of JBI for use at the Annual Meeting of Shareholders. The Annual
Meeting of Shareholders will be held on Wednesday, April 26, 2000 commencing at
11:00 a.m., at the Humana Building, 76 South Laura Street, 7th floor,
Jacksonville, Florida, 32202.
This Proxy Statement and the attached Notice and Form of Proxy are first
being mailed to holders of Common Stock on or about March 24, 2000.
VOTING OF PROXIES
Shares represented by proxies properly signed and returned, unless
subsequently revoked, will be voted at the Annual Meeting of Shareholders in
accordance with the instructions marked on the proxy. If a proxy is signed and
returned without indicating any voting instructions, the shares represented by
the proxy will be voted FOR approval of the proposals stated in this Proxy
Statement and in the discretion of the holders of the proxies on other matters
that may properly come before the Annual Meeting of Shareholders.
Any holder of the Common Stock who has executed and delivered a proxy may
revoke such proxy at any time before it is voted by attending the Annual Meeting
of Shareholders and voting in person, by giving written notice of revocation of
the proxy or by submitting a signed proxy bearing a later date. Such notice of
revocation or later proxy should be sent to the Company's transfer agent. In
order for the notice of revocation or later proxy to revoke the prior proxy, the
Company's transfer agent must receive such notice or later proxy prior to the
vote of shareholders at the Annual Meeting of Shareholders. Attendance at the
Annual Meeting of Shareholders will not in itself revoke a proxy.
VOTING PROCEDURES
The Company's Bylaws (the "Bylaws") provide that a majority of the
outstanding shares entitled to vote constitutes a quorum at a meeting of
shareholders. Under the Florida Business Corporation Act (the "Act") and the
Company's Articles of Incorporation (the "Articles"), directors are elected by a
plurality of the votes cast in the election at a meeting at which a quorum is
present. The Stock Option Plan and other matters are approved if affirmative
votes cast by the holders of the shares represented at a meeting at which a
quorum is present exceed votes opposing the action, unless a greater number of
affirmative votes or voting by classes is required by the Act or the Articles.
Therefore, abstentions and broker non-votes have no effect under Florida law.
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VOTING SECURITIES
The Board of Directors of JBI has fixed the close of business on March 20,
2000, as the Record Date for the determination of holders of the Common
Stockentitled to receive notice of and to vote at the Annual Meeting of
Shareholders. At the close of business on March 20, 2000, there were issued and
outstanding 1,017,066 shares of Common Stock entitled to vote at the Annual
Meeting of Shareholders held by approximately 250 registered holders. Holders of
Common Stock outstanding on March 20, 2000, are entitled to one vote for each
share held of record upon each matter properly submitted to JBI shareholders at
the Annual Meeting of Shareholders.
PURPOSE
The business that management anticipates will be transacted at the
meeting is as follows:
PROPOSAL 1: Election of Directors
The Company's Articles provide that the Directors are divided into three
classes. The Directors nominated for election at the 2000 Annual Meeting of
Shareholders are John W. Rose, John R. Schultz, Price W. Schwenck and Gary L.
Winfield, M.D. in Class 1, Rudolph A. Kraft, R.C. Mills, Gilbert J. Pomar, III,
Charles F. Spencer and Donald E. Roller in Class 2 and D. Michael Carter, Melvin
Gottlieb, James M. Healey, John C. Kowkabany and Bennett A. Tavar in Class 3.
The term of office of Class 1 expires at the 2001 Annual Meeting of
Shareholders, the term of office of Class 2 expires at the 2002 Annual Meeting
of Shareholders and the term of office of Class 3 expires at the 2003 Annual
Meeting. After this Annual Meeting of Shareholders, only one class of Directors
will be elected at each Annual Meeting of Shareholders. In order to be elected,
each nominee must receive a plurality of the votes cast, which shall be counted
as described in Voting Procedures. The accompanying proxy, unless otherwise
specified, will be voted FOR the election of the persons named above. If any
nominee should become unavailable, which is not now anticipated, the persons
voting the accompanying proxy may, in their discretion, vote for a substitute.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE NOMINEES.
The following table sets forth certain information with respect to the
nominees for director who are present Directors of the Company. Except as
otherwise indicated, each person has been or was engaged in his or her present
or last principal occupation, in the same or a similar position, for more than
five years.
Name Age Positions Held and Principal
Occupations During the Past Five Years
D. Michael Carter 47 Certified Public Accountant and a graduate of
Florida State University. Mr. Carter has lived in
Jacksonville, Florida since 1975 and has an active
accounting practice with Carter, Merolle &
Company, P.A. Tax and audit clients include
businesses, business owners and executives, as
well as professionals. Prior to forming his firm
in 1980, Mr. Carter had been a public accountant
with two national accounting firms. Mr. Carter is
a member of the American Institute of Certified
Public Accountants and the Florida Institute of
Certified Public Accountants. He is active in the
community, serving as a Board member for the
Ronald McDonald House and is a member of the
Jacksonville Chamber of Commerce and Rotary Club
of Oceanside.
2
Name Age Positions Held and Principal
Occupations During the Past Five Years
Melvin Gottlieb 54 Past Chief Executive Officer of Gottlieb's
Financial Services, a subsidiary of Medaphis
Corporation which provides emergency physician
reimbursement services. Mr. Gottlieb is active in
the community acting as President for the
Jacksonville Jewish Foundation, Vice President for
River Garden Hebrew Home Foundation, Vice
President for the Jewish Community Alliance, Vice
President of the University of Florida Business
Advisory Council and Director of the I.M.
Sulzbacher Center for the Homeless.
James M. Healey 42 Partner of Mint Magazine, Inc., a direct-mail
advertising firm. Prior to his association with
Mint Magazine, Inc., Mr. Healey worked with
Carnation Food Products, Inc. and International
Harvester. Mr. Healey attended Purdue University
where he received a B.A. degree from Purdue's
Business School with special studies in Marketing
and Personnel. Mr. Healey has been a resident and
an active member of the Jacksonville community
since 1984.
John C. Kowkabany 57 A Jacksonville based real estate investor and
consultant, Mr. Kowkabany serves as Chairman of
the Company's Executive Committee. Mr. Kowkabany
has significant private and public sector
experience. A resident of the city of Neptune
Beach, he has been active in local government,
serving as the City's Councilman from 1985 to 1989
and then two four-years terms as Mayor from 1989
to 1997. Mr. Kowkabany's public sector experience
has provided him with experience and knowledge
regarding the local business and civic community,
as well as close working relationships with
various appointed officials on the local, state
and federal levels. Mr. Kowkabany graduated with a
Bachelor of Arts from Jacksonville University.
Rudolph A. Kraft 64 President and Chief Executive Officer of Kraft
Holdings, Inc., a Mercedes-Benz dealership in
south Florida and real estate investment and
rental company from November 1988 until June 1998.
He is part owner of Kraft Motorcar Company, Inc.,
Gainesville, Florida, a Mercedes-Benz, Jeep and
Buick dealership. Mr. Kraft has served on the
board of a number of civic organizations. He
currently serves as a Trustee / Overseer of Lassel
College in Newton, Massachusetts.
R. C. Mills 62 Executive Vice President and Chief Operating
Officer of Heritage Propane Partners, L.P., a
national distributor of propane gas. Mr. Mills
serves as the Chairman of the Jacksonville
Bancorp, Inc. Board of Directors. Mr. Mills is a
graduate of the University of Sarasota. Mr. Mills
has an extensive business background and is
experienced in business mergers and acquisitions,
corporate finance and personnel management. Mr.
Mills resides in the Jacksonville area.
3
Name Age Positions Held and Principal
Occupations During the Past Five Years
Gilbert J. Pomar, III 39 President of the Company as well as President and
Chief Executive Officer of the Company's wholly
owned operating subsidiary, the Jacksonville Bank
(the "Bank"). Mr. Pomar joined the Bank on March
10, 1999. Prior to joining the Bank, he was
employed with First Union National Bank of
Jacksonville. Mr. Pomar joined First Union in
1991. During his tenure with First Union, he was
promoted to Senior Vice President/Commercial
Lending Manager in 1994 and head of Commercial
Banking in 1996. Mr. Pomar's banking experience
includes four years with Southeast Bank in West
Palm Beach, Florida as a Real Estate Workout
Officer and four years with First Chicago in
Miami, Florida as a Commercial Real Estate Loan
Officer. Mr. Pomar is active in various community
efforts, including the United Way and American
Cancer Society, and is a Board Member of the
Timuquana Country Club. He is a graduate of the
University of Florida, where he received his
Bachelor of Arts in Finance.
John W. Rose 50 A financial services executive, advisor, and
investor for over 25 years. Mr. Rose is the
Founder/President of McAllen Capital Partners,
Inc., a boutique firm providing a select range of
financial, economic and management services, as
well as capital resources exclusively to the
financial services industry. Mr. Rose is also a
Director of Lifeline Shelters, a manufacturer of
mobile medical vans. Mr. Rose serves as a special
advisor to F.N.B. Corporation (Hermitage,
Pennsylvania). Mr. Rose is also a general partner
and chairman of the investment committee of Castle
Creek Capital (California), a series of funds that
invests in financial service companies. Prior to
forming McAllen Capital Partners, Inc., Mr. Rose
served in various capacities with the following
Chicago-based firms: President, Livingston
Financial Group; Senior Vice President,
ABN/LaSalle National Bank; Associate, William
Blair & Co.; Principal, Dwyer, Rose & Associates;
and Vice President, First National Bank. Mr. Rose
earned his undergraduate degree from Case Western
Reserve University. He received his M.B.A. degree
from Columbia University.
Donald E. Roller 62 Mr. Roller served as President and Chief Executive
Officer of U.S. Gypsum Company from 1993 through
1996. He was also Executive Vice President of USG
Corporation. Mr. Roller has had much experience in
directorship positions including serving as acting
Chief Executive Officer and Chairman of the Audit
Committee for Payless Cashways Inc. and Chairman
of the Compensation Committee for Boise Cascade
Office Products in Ithaca, Illinois. He serves as
Chairman of the Company's Audit Committee.
John R. Schultz 36 A fourth generation native of Jacksonville,
Florida. Mr. Schultz is Vice President of Schultz
Investments, an investment management company. He
is the Founder and Chairman of Schultz/Angelo
Group, Inc., a commercial general contractor and
is co-owner of Schultz, Foster and Addison Real
Estate, Inc., a commercial real estate brokerage
firm. Mr. Schultz is a graduate of The Bolles
School and attended the University of Florida. Mr.
Schultz is a director of numerous companies and
community organizations, including
Southeast-Atlantic Corporation (Canada Dry
bottler/distributor for Florida and Georgia), St.
Vincent's Foundation, and the Schultz Foundation.
4
Name Age Positions Held and Principal
Occupations During the Past Five Years
Price W. Schwenck 57 Chief Executive Officer of the Company and the
Chairman of the Board of Directors for the Bank.
Mr. Schwenck served as Regional President for
First Union National Bank in Ft. Lauderdale,
Florida from 1988 to 1994 and First Union National
Bank of Jacksonville, Florida from 1994 until he
retired in 1999. His community activities include
the Jacksonville Chamber of Commerce, Enterprise
North Florida and North Florida Venture Capital
Network. Mr. Schwenck received his bachelors
degree and MBA from the University of South
Florida in 1966 and 1970, respectively, and his MS
from the University of Miami in 1996.
Charles F. Spencer 57 President of the International Longshoremen's
Association, Local 1408 in Jacksonville, Florida.
In addition, Mr. Spencer is Vice President of the
South Atlantic and Gulf Coast District of I.L.A.
and Vice President at Large of the Florida
AFL-CIO. Mr. Spencer is a member of the
Jacksonville Sports Development Authority
appointed by the Mayor, and currently serves as
Chairman of the Board. He also serves on numerous
other boards including, the United Way of
Northeast Florida, the Committee of 100 of the
Jacksonville Chamber of Commerce, and the Edwards
Waters College, his alma mater. Mr. Spencer is a
former board member of the Florida Community
College at Jacksonville Foundation and the I.M.
Salsbacker center for the homeless.
Bennett A. Tavar 42 Owner and President of Logical Business Systems,
Inc., a computer hardware sales firm located in
Jacksonville, Florida. Mr. Tavar has been a
resident of Jacksonville since 1982 and is active
in a number of local civic organizations.
Gary L. Winfield, M.D. 43 A physician, Dr. Winfield has had an active family
practice in Jacksonville Beach, Florida since
1989, operating under Sandcastle Family Practice,
P.A. Dr. Winfield has served as Vice President of
Medical Affairs for Anthem Health Plans of
Florida, a provider of health insurance. Dr.
Winfield received his undergraduate degree from
the University of Oklahoma and is a graduate of
the College of Medicine of the University of
Oklahoma.
PROPOSAL 2: Adoption of Stock Option Plan
Purpose of Plan; Types of Grants. The purpose of the Stock Option Plan of
Jacksonville Bancorp, Inc. (the "Plan") is to advance the best interests of the
Company by providing long-term incentives to organizing directors, officers,
senior management and key employees of the Company and its wholly owned
subsidiary. Employees, officers and directors who are designated by the
committee empowered by the Board of Directors to handle compensation issues (the
"Compensation Committee") are eligible to receive options under the Plan.
Options granted under the Plan may either be incentive stock options (options
that afford favorable tax treatment to recipients and that do not normally
result in tax deductions to the Company) ("ISO's") or non-qualified stock
options (options that do not afford recipients favorable tax treatment)
("NSO's"). Awards to directors may only be in the form of NSO's.
Material Terms. The aggregate number of shares of Common Stock reserved
for issuance pursuant to the exercise of options which may be granted or issued
under the terms of the Plan may not exceed 152,599 shares. All but 40 shares
available for issuance under the Plan have been granted subject to shareholder
approval of the Plan. The options have been granted to ten organizing directors,
four executive officers and five key employees. The options granted to
organizing directors are exercisable immediately at an exercise price of $10 per
share and have a term of ten years. The options granted to executive officers,
other than Mr. Pomar, have an exercise price of $10, vest in five equal annual
installments beginning on the first anniversary date of the grant date and have
a term of ten years. The options granted Mr. Pomar have an exercise price of
$10, vest in three equal annual installments beginning on the first anniversary
date of the grant date and have a term of ten years.
5
The Plan provides that the option price per share must be at least the
Fair Market Value of the Common Stock on the date the option is granted. The
"Fair Market Value" on any date means the average of the high and low sales
prices of the shares of Common Stock on that date on the principal national
securities exchange on which such shares of Common Stock are listed or admitted
to trading. Options are exercisable in whole or part after completion of such
periods of service as the Compensation Committee specifies when granting the
options. In the absence of any Compensation Committee specification,
twenty-percent (20%) of the options become exercisable on the first anniversary
of the date of grant. On each of the next four anniversaries of the date of
grant, an additional twenty-percent (20%) of the options become exercisable. The
term of the option shall not exceed ten (10) years from the date of grant.
Option shares may be paid for in cash, shares of Common Stock, or a combination
of both. The current market value of the Common Stock as of March 10, 2000 was
$10.50 per share.
The Board of Directors may discontinue the Plan at any time, and may amend
it from time to time, but no amendment, without approval by shareholders, may
(a) increase the total number of shares which may be issued under the Plan,
except in connection with a reorganization, stock split, dissolution, merger,
spin-off or other change in capitalization, (b) change the class of employees of
the Company to whom awards may be made, or (c) cause awards under the Plan to no
longer comply with Rule 16b-3 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or any other federal or state statutory or regulatory
requirements. Subject to the terms of the Plan, the Compensation Committee may
modify outstanding awards or accept the surrender of outstanding awards and make
new awards in substitution for them provided that the modification does not
adversely alter or impair any rights or obligations of any optionee without the
optionee's consent and does not constitute "repricing" as such term is defined
in 17 CFR 229.402(i)(1).
The following is a table that shows the amount of options granted to
officers, organizing directors and key employees subject to shareholder approval
of the Plan:
Name & Position Dollar Value ($) Number of Units
D. Michael Carter, Director $58,830 5,883
Victor George, former CEO of the Company 0 0
Scott M. Hall, Senior Vice President and Senior Loan Officer 125,000 12,500
James M. Healey, Director 40,640 4,064
John C. Kowkabany, Director 74,630 7,463
Rudolph A. Kraft, Director 29,560 2,956
R. C. Mills, Director 120,000 12,000
Gilbert J. Pomar, III, President & CEO of the Bank, President of the Company 300,000 30,000
John W. Rose, Director 88,690 8,869
Charles F. Spencer, Director 44,340 4,434
John R. Schultz, Director 73,900 7,390
Price W. Schwenck, CEO of the Company 85,590 8,559
Bennett A. Tavar, Director 67,680 6,768
Cheryl L. Whalen, Corporate Secretary & Chief Financial Officer 125,000 12,500
Gary L. Winfield, M.D., Director 51,730 5,173
All current executive officers as a group (4 persons) 635,590 63,559
All current Directors who are not executive officers as a 650,000 65,000
group (10 persons)
All employees, including all current officers who are not executive 240,000 24,000
officers, as a group (5 persons)
Tax Treatment. The discussion which follows is a summary, based on
current law, of some of the significant federal income tax considerations
relating to awards under the Plan. The following summary of federal income tax
consequences is not intended to be complete. There also may be state, local and
foreign income taxes applicable to the transactions. Finally, the following
summary is based on present federal income tax law and existing and temporary
regulations which may be subject to change at any time.
Non-qualified Stock Options. Optionees realize no income at the time an
NSO is granted. If the exercise price is paid in cash, optionees realize
6
ordinary income in the amount by which the fair market value of the shares
acquired on the exercise date exceeds the aggregate option exercise price for
the shares acquired (the "Spread"). When the shares are subsequently sold,
assuming they were held as capital assets, any amount recognized in excess of
the market value on the exercise date will be reportable as capital gain or, if
the amount realized is less than the market value of the shares at the time of
exercise, any loss recognized will be reportable as capital loss. If the
exercise price of an NSO is paid in whole or in part with already owned shares
of Common Stock, the tax basis in, and the capital gains holding period for, the
old shares will carry over to the same number of shares received upon exercise
on a share-for-share basis, and the optionee will not recognize compensation
income with respect to such shares received. The fair market value of the
additional shares received (in excess of the number of old shares used to
exercise the NSO), minus any cash paid on the exercise, will constitute
compensation taxable as ordinary income. The tax basis for the additional shares
received will equal the difference between the fair market value of the shares
received under the NSO and the exercise price of the NSO, plus any cash paid on
the exercise. The capital gains holding period for these additional shares will
begin on the date that the NSO is exercised.
Incentive Stock Options. Optionees realize no income at the time an ISO
is granted. No income is realized upon exercise of an ISO, whether the payment
is made in cash, or in whole or in part with already owned shares of Common
Stock (except under certain circumstances described below, when the already
owned shares were acquired through the previous exercise of an ISO). However,
the Spread at exercise may be subject to the alternative minimum tax.
If shares acquired upon exercise of an ISO are not disposed of within
(i) two years from the date of grant of the ISO or (ii) within one year after
the transfer of such shares to the employee upon exercise (the "ISO Holding
Period"), then no amount will be reportable as ordinary income. If a sale of the
Common Stock occurs after the ISO Holding Period has expired, then any amount
recognized in excess of the exercise price will be reportable as capital gain or
if the amount recognized is below the exercise price, the difference will be
reportable as capital loss.
A "disqualifying disposition" will result if shares acquired upon the
exercise of an ISO are disposed of before the ISO Holding Period has expired. At
the time of disposition, ordinary income will be recognized in the amount equal
to the lesser of (i) the Spread or (ii) the excess of the amount realized on
disposition over the exercise price. If the amount realized is less than the
exercise price, then no ordinary income will be recognized and the recognized
loss will be reportable as capital loss. Any amount recognized in excess of the
market value on the date of exercise will be reportable as capital gain.
In the event of retirement or other termination of employment, other
than by reason of death, the ISO must be exercised within three months of
termination in order to be eligible for the tax treatment for ISOs described
above. If permitted under the terms of the option agreement and if employment is
terminated on account of disability (as defined in the Plan), the ISO may be
exercised within one year of termination of employment and receive the tax
treatment described above (provided that the ISO Holding Period requirements are
met). In the event of death, the ISO will be eligible for such treatment if it
is exercised by legatees, personal representatives or distributees within one
year of death, provided that the death occurred (i) during employment, (ii)
within the one-year period following termination of employment on account of
disability (assuming that the option agreement so provides), or (iii) within
three months of termination of employment for reasons other than disability. The
Common Stock acquired pursuant to the exercise of an ISO following death need
not be held for the ISO Holding Period. However, when such shares are sold, the
amount realized in excess of the exercise price will be reported as capital gain
or, if the amount realized is less than the exercise price, any loss will be
reportable as capital loss.
If the exercise price of an ISO is paid in whole or in part with
already owned shares of Common Stock which satisfy the ISO Holding Period, any
appreciation or depreciation in the value of the old shares after their
acquisition dates will not be recognized for tax purposes as a result of such
payment. The tax basis in, and holding period for, the old shares surrendered
will carry over to the same number of shares received upon exercise of the ISO
on a share-for-share basis. Common Stock received in excess of the shares
surrendered will have a tax basis equal to the amount of the exercise price that
is paid in cash (if any), and the new shares' holding period will begin on the
date of exercise. After the exercise, both the already owned shares and the
additional shares acquired will constitute ISO shares.
7
Tax Consequences for the Company. Assuming that compensation is
otherwise reasonable and that the statutory limitations on compensation
deductions by publicly held companies imposed under Section 162(m) of the
Internal Revenue Code (the "Code") (discussed below) do not apply, the Company
usually will be entitled to a business expense deduction at the time and in the
amount that optionees recognize as ordinary compensation income in connection
with an award, as described above.
Section 162(m) of the Code imposes a $1,000,000 limitation on the
amount of the annual compensation deduction allowable to a publicly held company
with respect to its chief executive officer and other four most highly-paid
executive officers. Exceptions from this limitation are provided for, among
others, performance-based compensation if certain requirements pertaining to
shareholder and outside director approval (and related disclosure) are
satisfied. The Plan is intended to comply with the provisions of Section 162(m)
of the Code so that compensation income recognized in connection with awards
will be excepted from the Section 162(m) limitation. No deduction generally will
be allowed to the Company in connection with the exercise of an ISO, except when
Common Stock received upon exercise of such ISO in violation of the ISO Holding
Period requirements described above is disposed.
In order to be adopted, the number of votes cast in favor of the Plan at a
meeting of shareholders where a quorum is present must exceed the number of
votes cast against the Plan. The accompanying proxy, unless otherwise specified,
will be voted FOR the adoption of the Plan.
BOARD OF DIRECTORS AND STANDING COMMITTEES; DIRECTOR COMPENSATION
If elected, the nominees will constitute the Board of Directors of the
Company. During 1999, the Board held a total of 17 meetings.
The Board of Directors maintains an Audit Committee and an Executive
Committee, which are described below. Members of these committees are elected
annually at the Board meeting immediately following the Annual Meeting of
Shareholders. Under the Company's Bylaws, the Board of Directors is authorized
to fill any vacancy on a committee.
The Executive Committee is responsible for defining and implementing the
overall strategy and policies of the Company. It is also responsible for
monitoring the financial performance of the Bank. The Executive Committee
reviews and recommends to the Board the annual financial budget, including
marketing plans, capital plans, major capital expenditures and expansion plans.
Dealing with legal matters, contracts, compliance and regulatory matters and
overseeing compensation, employment issues and personnel policies are also
within the purview of the Executive Committee. The members of the Executive
Committee are Messrs. Kowkabany, Mills, Pomar, Rose and Schwenck.
The Audit Committee consists solely of outside directors and is
responsible for ensuring that an adequate audit program exists and that Bank
personnel are operating in conformance with all applicable laws, rules and
regulations. All auditors employed or engaged by the Company and the Bank report
directly to the Audit Committee. To fulfill its responsibilities, the Audit
Committee recommends the selection of auditors, reviews the audit program on at
least an annual basis to ensure the adequacy of its scope, and reviews all
reports of auditors and examiners, as well as management's responses to such
reports to ensure the effectiveness of internal controls and the implementation
of remedial action. The Audit Committee is also responsible for the integrity of
the internal loan review system. The members of the Audit Committee are Messrs.
Carter, Kowkabany, Mills, Roller, Rose and Winfield.
In 1999 all members of the Board attended at least 75% of all meetings of
the Board and committees on which they served.
Members of the Board of Directors and Board Committees are not paid for
their service to the Company. However, the organizing directors of the Company
have received stock options as described under "PROPOSAL 2 - Adoption of Stock
Option Plan."
8
COMMITTEE REPORT ON COMPENSATION
The Executive Committee of the Company's and the Bank's Boards of
Directors (the "Committee"), which is responsible for administering the
compensation policies of the Company and the Bank, presents the following report
on compensation for the Company's executive officers. Actual compensation during
1999 for the persons who served as Chief Executive Officer of the Company and
the Bank during 1999 are shown in the Summary Compensation Table and other
tables following this report.
Philosophy. As more fully described below, the Committee administers the
compensation programs for the Company's executive officers. The Company's
compensation structure is intended to provide a compensation package that will
attract, motivate and retain qualified executives; to ensure a compensation mix
that focuses executive behavior on the fulfillment of annual and long-term
business objectives; and to create a sense of ownership in the Company that
causes executive decisions to be aligned with the best interests of the
Company's shareholders.
The components of compensation for senior management of the Bank are base
salary, annual bonus and stock options.
Salary. Base salary is assigned to positions based on job
responsibilities, sustained performance and a periodic informal review of base
salary practices for comparable positions at similar community banking
companies. The Bank's Chief Executive Officer recommends (except with respect to
his own salary) and the Committee approves salary adjustments for executive
officers based on achievement of specific annual performance goals, including
personal, departmental and overall Company/Bank goals depending upon each
officer's specific job responsibilities. The Committee and the Bank's Chief
Executive Officer also use their subjective judgment to consider such criteria
as the executive's knowledge of and importance to the Company's and Bank's
business, accomplishment of the tasks for which he or she was responsible,
professional growth and potential, the informal review of salary increases at
similar community banking companies, and the Company's financial performance in
making salary decisions. No particular weighting is applied to these factors.
Annual Bonus. In determining the amount of any cash bonus for officers and
key employees, the Committee considered in 1999 the Company's financial
performance compared to its budget, the Company's operational progress, its
subjective judgment of the individual's contribution to the Company's progress,
the individual's efforts to improve customer and employee satisfaction, the
individual's ability to function well with fellow employees promoting teamwork,
the Company's financial resources and the individual's salary.
Long-Term Incentives. Under the Plan, the Company has granted ISOs to its
officers and key employees. The Plan is designed to advance the best interests
of the Company by providing long-term incentives to participants. Because awards
of options are keyed to the market value of the Company's stock at the time of
grant, the future value of those awards is entirely dependent on increases in
the market value of the Company's stock. In making stock option grants to
officers and key employees in 1999, the Committee considered, without assigning
a particular weighting, the executive's salary, the officer's ability to affect
Company performance, the CEO's recommendations of the number of options needed
to attract and motivate senior management, and the need for a long-term focus on
increasing shareholder value.
Chief Executive Officer Compensation. The organizers of the Company
entered into an employment agreement with Victor M. George on February 27, 1998,
to assist them with the formation of the Company and the Bank. Under the
agreement between Mr. George and the Company, Mr. George was due a base salary
of $95,000 (which he voluntarily reduced to $75,000 during the Company's
organizational phase) and entitled to a fixed performance bonus equal to 3% of
the Company's quarterly consolidated net income before taxes (excluding
extraordinary gains or losses). No bonus was paid to Mr. George in 1999. In
connection with Mr. George's resignation from the Company in June 1999, the
Company agreed to pay him total severance of $95,000 payable in six equal
monthly installments beginning July 1, 1999.
Price W. Schwenck, who became the Bank's Chairman April 20, 1999 and the
Company's Chief Executive Officer on June 14, 1999, is paid a salary of $60,000
to actively serve in these positions on a part-time basis. This salary was
determined in negotiations to induce Mr. Schwenck to assume these
responsibilities and was based on the Committee's subjective judgement of the
amount necessary to attract Mr. Schwenck, the amount of time he would devote to
the Company's and Bank's business, and the Company's financial resources. The
Committee had allocated options to purchase 12,500 shares of Common Stock, the
9
same amount granted to executive officers other than the Bank's Chief Executive
Officer, for grant to Mr. Schwenck, but Mr. Schwenck and the Committee agreed to
reduce the number of options to 8,559 to enable the Company to grant options to
additional key employees. Mr. Schwenck does not participate in an annual bonus
plan.
Under the Bank's employment agreement with Gilbert J. Pomar, III, he
became the Bank's President on March 10, 2000, the Chief Executive Officer of
the Bank on June 14, 1999 and the President of the Company on July 20, 1999. Mr.
Pomar is paid a base salary of $120,000. The Committee determined this base
salary in the context of negotiating with Mr. Pomar to join the Bank and the
Company based on amounts earned by him in prior years, the Company's financial
resources and the Committee's informal survey of the pay practices of other
community banks.
Also under his employment agreement, Mr. Pomar received a $25,000 signing
bonus, a negotiated amount intended to compensate him for lost bonus
opportunities with his prior employer. During 1999, Mr. Pomar was eligible to
receive a bonus of up to 25% of his base salary. Mr. Pomar earned an annual
bonus of $25,000 for his service in 1999, of which $15,000 was paid in 1999. In
determining the bonus amount, the Committee considered the fact that Company's
operating loss was in line with the projections previously approved by the Board
and the FDIC, Mr. Pomar's success in handling the Bank's transition from the
pre-opening to fully operational stages, the personnel issues resolved by Mr.
Pomar, the development of a comprehensive line of banking services, the Bank's
public acceptance and growth, and customer and employee satisfaction during his
service in 1999. Of these factors the greatest weight was assigned to the Bank's
financial performance.
In 1999, Mr. Pomar was granted options to purchase 30,000 shares of Common
Stock. Under his employment agreement, the Company committed to grant options to
Mr. Pomar on a sliding sale with options for 25,000 shares granted if the
Company's minimum offering in its initial public offering of $8 million was
obtained and options for up to 50,000 shares granted if the maximum offering of
$15 million was obtained. In setting this range of options, the Committee
considered, with no particular weighting, its subjective judgment of the number
of options needed to attract an executive of Mr. Pomar's caliber, the importance
of the offering, the appropriate incentives to induce Mr. Pomar to maximize the
offering proceeds, the unlikelihood of additional grants of stock options in the
near future and Mr. Pomar's importance to the Company's future success. Mr.
Pomar was entitled under his employment agreement to options to purchase more
than 30,000 shares, but Mr. Pomar and the Committee agreed to reduce his grant
to enable the Company to grant additional options to key employees. The options
have an exercise price of $10.00, the price of shares offered in the Company's
initial public offering, and vest in three equal annual installments.
Neither Mr. Schwenck nor Mr. Pomar participated in any Committee
discussions or decisions regarding their own compensation. The Committee will
consider any federal income tax limitations on the deductibility of executive
compensation in reaching compensation decisions and will seek shareholder
approval when necessary to eliminate any limitations on deductibility.
John C. Kowkabany
R.C. Mills
Gilbert J. Pomar, III
John W. Rose
Price W. Schwenck
March 24, 2000
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth for the fiscal years
ended December 31, 1999, 1998 and 1997, the cash compensation paid or accrued by
the Company, as well as certain other compensation paid or accrued for those
years, for services in all capacities to the two individuals who served as Chief
Executive Officer of the Company during 1999 and the individual who serves as
Chief Executive Officer of the Bank. Mr. George served as President and Chief
Executive Officer of the Company from February 27, 1998 to June 14, 1999. Mr.
Schwenck became CEO of the Company on June 14, 1999 and Chairman of the Bank on
April 20, 1999. Mr. Pomar joined the Bank as its President and Chief Operating
Officer on March 10, 1999, assumed the role of the Bank's CEO on June 14, 1999
and became President of the Company on July 20,1999.
10
Summary Compensation Table (1)
Name and Year Annual Compensation Long Term All other
principal Compensation Compensation
position ($)
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
Salary Bonus Awards
($) ($)
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
Securities
underlying
Options/SARs
(#)
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
Victor M. George,
former President
and Chief Executive 1999 $36,304 -- -- $ 95,000
Officer of the
Company
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
1998 $78,125 -- -- --
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
1997 $12,500 -- -- --
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
Gilbert J. Pomar,
III, President and
Chief Executive 1999 $94,913 $50,000 30,000 $3,744
Officer of the Bank
and President of
the Company
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
1998 NA NA NA NA
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
1997 NA NA NA NA
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
Price W. Schwenck,
Chairman of the
Bank and CEO of the 1999 $20,000 -- 8,559 --
Company
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
1998 NA NA NA NA
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
1997 NA NA NA NA
- - --------------------- ------------ -------------- --------------- ------------------ ------------------
<FN>
(1) Columns relating, respectively, to "other annual compensation,"
"restricted stock awards" and "LTIP payouts" have been deleted because no
compensation required to be reported in such columns was awarded to,
earned by, or paid to the named executives during the periods covered by
such columns. Non-cash perquisites are not disclosed in this table because
the aggregate value does not exceed the lesser of $50,000 or 10% of total
annual salary and bonus.
(2) The amounts shown in the column for 1999 consist of (i) for Mr. George,
payments in connection with his resignation of $95,000 and (ii) for Mr.
Pomar, the Company's matching contribution to the 401(k) plan of $3,744.
</FN>
11
OPTION GRANTS IN LAST FISCAL YEAR
- - --------------------- ---------------- --------------- ----------------- --------------------- -----------------------
Name Number of % of Total Exercise Price Expiration Date Potential Realizable
Securities Options ($/Sh) Value at Assumed
Underlying Granted in Annual Rates of Stock
Options Granted 1999 Price Appreciation
for Option Term (2)
- - --------------------- ---------------- --------------- ----------------- --------------------- ----------- -----------
5% 10%
- - --------------------- ---------------- --------------- ----------------- --------------------- ----------- -----------
Gilbert J. Pomar, 30,000 19.66% $10 November 9, 2010 $165,300 $407,400
III (1)
- - --------------------- ---------------- --------------- ----------------- --------------------- ----------- -----------
Price W. Schwenck 8,559 5.61% $10 November 9, 2010 $ 47,188 $116,227
(1)
- - --------------------- ---------------- --------------- ----------------- --------------------- ----------- -----------
<FN>
(1) Mr. Pomar's options vest in three equal annual installments beginning
November 9, 2000. Mr. Schwenck's options vest in five equal annual
installments beginning on November 9, 2000. The vesting of all options
granted under the Plan accelerates upon a change in control of the
Company. The Plan provides that the Compensation Committee may award tax
bonuses to optionees at the time of grant or thereafter.
(2) The dollar amount under the columns assumes that the market price of the
Company's common stock from the date of the option grant appreciates at
cumulative annual rates of 5% and 10%, respectively, over the option term
of ten years. The assumed rates of 5% and 10% were established by the
Securities and Exchange Commission (the "SEC") and therefore are not
intended to forecast possible future appreciation of the Common Stock. No
gain to the optionees is possible without an increase in stock price,
which will benefit all shareholders commensurately. Based on the grant
price ($10 per share) and at an annual hypothetical appreciation of 5% for
ten years, the Common Stock would be valued at $15.51 share. At the
hypothetical 10% annual appreciation rate for ten years, the Common Stock
would be valued at $23.58 per share.
</FN>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
- - ------------------------- -------------- ----------------- ---------------------------- -------------------------------
Name Shares Value Realized Number of Securities Value of Unexercised In The
Acquired on ($) Underlying Unexercised Money Options at 12/31/99
Exercise (#) Options at 12/31/99
- - ------------------------- -------------- ----------------- ---------------------------- -------------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
- - ------------------------- -------------- ----------------- ---------------------------- -------------------------------
Gilbert J. Pomar, III n/a n/a 0 / 30,000 $ 0 / $ 0
- - ------------------------- -------------- ----------------- ---------------------------- -------------------------------
Price W. Schwenck n/a n/a 0 / 8,559 $ 0 / $ 0
- - ------------------------- -------------- ----------------- ---------------------------- -------------------------------
The foregoing table sets forth information regarding stock options
exercised in 1999 by each of the named executive officers and the value of the
unexercised options held by these individuals as of December 31, 1999, based on
the market value ($9.50) of the Common Stock on December 23, 1999, the last day
in 1999 that trades were reported in the Company's Common Stock on the
over-the-counter bulletin board.
12
EMPLOYMENT AGREEMENTS
Mr. Pomar's Employment Agreement. On March 3, 1999, the Company entered
into an employment agreement with Gilbert James Pomar, III (the "Pomar
Agreement") which provides that Mr. Pomar will serve as the President of the
Bank. The Pomar Agreement has a rolling one year term, provided Mr. Pomar's
employment term ends on his 65th birthday and provides for an annual base salary
of $120,000 and participation in the Company's stock option plans, stock
ownership plans, profit sharing plans, 401(k) plans and medical and health care
benefit plans made available to employees and executives of the Company. In his
first year of employment, Mr. Pomar was eligible to receive an annual bonus in
an amount up to 25% of his annual base salary subject to his meeting goals and
objectives as determined by the Board. Mr. Pomar will also be eligible to
participate in any bonus plan the Company develops in the future. The Company
also agreed to provide Mr. Pomar with a $25,000 signing bonus and a stock option
grant depending upon proceeds from the Company's initial public offering. The
Pomar Agreement contains a 6 month noncompetition provision against employment
within the financial services industry with any person seeking to organize a
financial institution in Duval or Clay counties.
In the event Mr. Pomar's employment is terminated by the Company for a
reason other than for Just Cause (as defined in the Pomar Agreement), death or
disability, or if Mr. Pomar terminates his employment for Good Reason (as
defined in the Pomar Agreement), then the Company must pay Mr. Pomar an amount
equal to his annual base salary and any bonus to which he would have been
entitled under the Pomar Agreement. If Mr. Pomar's employment is terminated as a
result of a Change in Control (as defined in the Pomar Agreement) or a Change in
Control occurs within 12 months of his involuntary termination or termination
for Good Reason, then Mr. Pomar is entitled to a severance payment equal to 2.99
times his current annual base salary plus any incentive compensation to which he
was entitled under the Pomar Agreement. These payments will be made in
substantially equal semi-monthly installments until paid in full. In addition,
upon a Change in Control, all unvested options shall become immediately vested
on the day immediately preceding the effective date of the Change in Control.
Furthermore, unless Mr. Pomar is terminated for Just Cause, under certain
banking regulatory requirements or pursuant to a termination of employment by
Mr. Pomar for other than Good Reason, the Company is also required to maintain
in full force and effect all employee benefit plans in which Mr. Pomar was
participating prior to termination. The Pomar Agreement also contains provisions
required under certain banking regulations that suspend or terminate the Pomar
Agreement upon certain banking regulatory findings or actions.
PERFORMANCE GRAPH
The SEC requires a five-year (or such shorter period as a company's
stock has been publicly traded) comparison of stock price performance of the
Company with both a broad equity market index and a published industry index or
peer group. The Company's total return compared with the Russell 3000 Market
Index and the Media General Regional Southeast Bank Stock Index since its Common
Stock began trading on the over the counter bulletin board is shown on the
following graph. The Media General Regional Southeast Bank Stock Index includes
45 publicly held banks headquartered in the southeastern United States.
This graph assumes that $100 was invested on September 13, 1999, the
date of that the Company's stock first traded on the over-the-counter bulletin
board, and all dividends were reinvested in the Company's Common Stock and the
other indices. Each of the indexes is weighted on a market capitalization basis
at the time of each reported data point.
[graphic omitted]
13
September 13, 1999 December 23, 1999
The Company 100 90.48
Media General Regional Southeast Bank Stock Index 100 94.55
Russell 3000 Index 100 115.85
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name of Director Amount and Nature of Percent of Shares of
or Executive Officer Beneficial Ownership (1) Common Stock Outstanding
--------------------- ------------------------ ------------------------
D. Michael Carter..................... 21,383 2.09%
Victor M. George...................... 15,500 1.52%
Melvin Gottlieb....................... 45,100 4.43%
James M. Healey....................... 31,564 3.09%
John C. Kowkabany..................... 32,713 3.19%
Rudolph A. Kraft...................... 22,956 2.25%
R.C. Mills............................ 57,000 5.54%
Gilbert J. Pomar, III................. 5,000 *
Donald E. Roller...................... 25,000 2.46%
John W. Rose.......................... 38,869 3.79%
John R. Schultz (2)................... 32,390 3.16%
Price W. Schwenck..................... 25,250 2.48%
Charles F. Spencer.................... 19,434 1.90%
Bennett A. Tavar...................... 29,668 2.90%
Gary L. Winfield, M.D................. 22,673 2.22%
All executive officers and directors as
a group (16 persons).................. 419,000 35.82%
<FN>
(1) Pursuant to the rules of the SEC, the determinations of "beneficial
ownership" of Common Stock are based upon Rule 13d-3 under the Exchange
Act, which provides that shares will be deemed to be "beneficially owned"
where a person has, either solely or in conjunction with others, the power
to vote or to direct the voting of shares and/or the power to dispose, or
to direct the disposition of shares or where a person has the right to
acquire any such power within 60 days after the date such "beneficial
ownership" is determined. Shares of Common Stock that a beneficial owner
has the right to acquire within 60 days pursuant to the exercise of the
options set forth in the table on page 9 of this proxy statement are
deemed to be outstanding for the purpose of computing the percentage
ownership of such owner but are not deemed outstanding for the purpose of
computing the percentage ownership of any other person. All amounts are
determined as of March 10, 2000 when there were 1,017,066 shares
outstanding. Unless otherwise noted, all shares are held directly by the
director or executive officer and in some cases by their family members
sharing the same household.
(2) The amount shown includes 5,000 shares owned by the Schultz Foundation.
Mr. Schultz serves as an officer and director of the Schultz Foundation.
</FN>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Chief Executive Officer as well as the Bank's Chief
Executive Officer serve on the Executive Committee which handles all
compensation matters for the Board. They do not participate in decisions
regarding their own compensation.
Mr. Rose, who serves on the Executive Committee, is the President of
McAllen Capital Partners, Inc. For services rendered in connection with the
Company's initial public offering, the Company paid McAllen Capital Partners,
Inc. an advisory fee of $165,000, $15,000 of which was paid in 1998, plus
expenses.
During the last fiscal year, the Bank loaned funds to certain of the
Company's executive officers and directors in the ordinary course of business,
on substantially the same terms as those prevailing at the time for comparable
transactions with other customers, and which did not involve more than the
normal risk of collectability or present other unfavorable features.
14
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The organizers and directors agreed to act as guarantors on loans of up to
$1.8 million pursuant to a commitment in that amount from Columbus Bank and
Trust for loans to purchase and renovate the main office facility, to purchase
furniture, fixtures and equipment, and to pay for organizational expenses
including legal fees, rent and salaries. These were repaid from the proceeds of
the sale of the Company's Common Stock.
Logical Business Systems, Inc. which is owned by Director Bennett Tavar,
has provided the Bank with computers and computer-related services totaling
approximately $138,000 during 1999. Such computer and computer-related services
were sold by Logical Business Systems, Inc. at rates significantly discounted
from market rates.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers and directors, and any
persons owning more than 10 percent of a class of the Company's stock, to file
certain reports on ownership and changes in ownership with the SEC. During 1999,
the executive officers and directors of the Company filed with the SEC on a
timely basis all required reports relating to transactions involving equity
securities of the Company beneficially owned by them.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of Hacker, Johnson, Cohen & Grieb PA served as the independent
accountants for the Company for the fiscal year ending December 31, 1999.
Representatives of Hacker, Johnson, Cohen & Grieb PA will be present at the
Annual Meeting of Shareholders and will have an opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions. At the February 23, 2000 Board of Director's Meeting, Hacker,
Johnson, Cohen & Grieb PA was selected to provide accounting services to the
Company for the fiscal year ending December 31, 2000.
SHAREHOLDER PROPOSALS
Shareholders who wish a proposal to be included in the Company's Proxy
Statement and form of proxy relating to the 2001 Annual Meeting should deliver a
written copy of their proposal to the principal executive offices of the Company
no later than November 22, 2000. Proposals should be directed to Cheryl L.
Whalen, Corporate Secretary, Jacksonville Bancorp, Inc., P.O. Box 40466,
Jacksonville, Florida, 32203-0466. Proposals must comply with the SEC proxy
rules relating to shareholder proposals in order to be included in the Company's
proxy materials.
ANNUAL REPORT; FORM 10-K
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1999 is being provided to each shareholder simultaneously
with delivery of this Proxy Statement. Additional copies of the Annual Report to
Shareholders may be obtained by writing to Cheryl L. Whalen, Corporate
Secretary, Jacksonville Bancorp, Inc., P.O. Box 40466, Jacksonville, Florida,
32203-0466.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of JBI does
not anticipate that other matters will be brought before the Annual Meeting of
Shareholders. If, however, other matters are properly brought before the Annual
Meeting of Shareholders, the persons appointed as proxies will have the
discretion to vote or act thereon according to their best judgment.
COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company,
including expenses in connection with the preparation and mailing of this proxy
15
statement. In addition to the use of the mail, proxies may be solicited by
personal interview, telephone, facsimile or e-mail by Directors, officers or
regular employees of the Company, who will not receive additional compensation
for such solicitation but may be reimbursed for reasonable out-of-pocket
expenses incurred in connection therewith.
Holders of Common Stock are requested to complete, date and sign the
accompanying form of proxy and promptly return it to the Company's transfer
agent in the enclosed, addressed postage paid envelope.
Cheryl L. Whalen
Corporate Secretary
Dated: March 24, 2000
16
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
I, the undersigned shareholder of Jacksonville Bancorp, Inc. (the
"Company"), Jacksonville, Florida, do hereby nominate, constitute and appoint
Cheryl L.Whalen and Scott M. Hall or any one or more of them my true and lawful
proxy and attorney(s) with full power of substitution for me and in my name,
place and stead, to represent and vote all of the common stock, par value $.01
per share, of the Company, held in my name on its books as of March 20, 2000, at
the Annual Meeting of Shareholders to be held on Wednesday, April 26, 2000.
PROPOSAL 1. Election of the following Directors:
[ ] FOR all nominees listed below (except as marked [ ] WITHHOLD Authority to
to vote for all the contrary below) nominees listed below
Class 1 Class 2 Class 3
John W. Rose Rudolph A. Kraft D. Michael Carter
John R. Schultz R.C. Mills Melvin Gottlieb
Price W. Schwenck Gilbert J. Pomar, III James M. Healey
Gary L. Winfield, M.D. Donald E. Roller John C. Kowkabany
Bennett A. Tavar
(INSTRUCTION: To withhold authority to vote for any individual nominee
write the name(s) of such nominee(s) below.)
- - --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE NOMINEES.
PROPOSAL 2. Approval of the Stock Option Plan:
[ ] FOR approval of the Stock Option Plan [ ] WITHHOLD Authority to
approve the Stock Option Plan
- - --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE APPROVAL OF
THE STOCK OPTION PLAN.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting of Shareholders.
IMPORTANT: PLEASE SIGN AND DATE ON REVERSE
This proxy, when property executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, the proxy will
be voted FOR Proposals 1 and 2. Should any other matter requiring a vote of the
shareholders arise, the proxies named above are authorized to vote in accordance
with their best judgment in the interest of the Company.
------------------------------------
Date
------------------------------------
Signature
-------------------------------------
Signature (if jointly held)
---------------------------------------
Print Name(s) Here
IMPORTANT: Please sign exactly as your name appears hereon. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign the full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ADDRESSED ENVELOPE OR OTHERWISE TO Sun Trust Stock Transfer, P.O. Box 4625,
Atlanta, Georgia, 30302. IF YOU DO NOT SIGN AND RETURN A PROXY OR ATTEND THE
MEETING AND VOTE, YOUR SHARES CAN NOT BE VOTED.