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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CENTERSTATE BANKS OF FLORIDA, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
JAMES H. WHITE
- --------------------------------------------------------------------------------
(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 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
1 Set forth the amount on which the filing fee is calculated and state how it
was determined:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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CENTERSTATE BANKS OF FLORIDA, INC.
March 30, 2001
TO THE SHAREHOLDERS OF
CENTERSTATE BANKS OF FLORIDA, INC.
You are cordially invited to attend the 2001 Annual Meeting of
Shareholders of Centerstate Banks of Florida, Inc. which will be held at the
Holiday Inn, 2009 West Vine Street, Kissimmee, Florida, on Thursday, April 26,
2001 beginning at 11:00 a.m.
At the Annual Meeting you will be asked to consider and vote upon the
reelection of the directors to serve until the next Annual Meeting of
Shareholders, and also the ratification of the independent auditors.
Shareholders also will consider and vote upon such other or further business as
may properly come before the Annual Meeting and any adjournment or postponement
thereof.
We hope you can attend the meeting and vote your shares in person. In
any case, we would appreciate your completing the enclosed proxy and returning
it to us. This action will ensure that your preferences will be expressed on
the matters that are being considered. If you are able to attend the meeting,
you may vote your shares in person.
We want to thank you for your support during the past year. If you have
any questions about the Proxy Statement, please do not hesitate to call us.
Sincerely,
James H. White
Chairman, President and
Chief Executive Officer
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CENTERSTATE BANKS OF FLORIDA, INC.
7722 STATE ROAD 544 EAST, SUITE 205
WINTER HAVEN, FL 33881
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 2001
Notice is hereby given that the 2001 Annual Meeting of Shareholders of
Centerstate Banks of Florida, Inc. ("Centerstate") will be held at the Holiday
Inn, 2009 West Vine Street, Kissimmee, Florida, on Thursday, April 26, 2001
beginning at 11:00 a.m. ("2001 Annual Meeting"), for the following purposes:
1. Elect Directors. To elect directors to serve until the Annual
Meeting of Shareholders in 2002.
2. Appointment of Independent Auditors. To ratify the appointment of
KPMG LLP as independent auditors for Centerstate for the fiscal
year ending December 31, 2001.
3. Other Business. To transact such other or further business as may
properly come before the 2001 Annual Meeting and any adjournment
or postponement thereof.
Only shareholders of record at the close of business on February 28,
2001 are entitled to notice of and to vote at the 2001 Annual Meeting or any
adjournment or postponement thereof. All shareholders, whether or not they
expect to attend the 2001 Annual Meeting in person, are requested to complete,
date, sign and return the enclosed proxy to Centerstate in the accompanying
envelope. The proxy may be revoked by the person executing the proxy at any
time before it is exercised by filing with the Secretary of Centerstate an
instrument of revocation or a duly executed proxy bearing a later date, or by
electing to vote in person at the 2001 Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
James H. White
March 30, 2001 Chairman, President and
Chief Executive Officer
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY
TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY IN THE ENVELOPE PROVIDED WHETHER
OR NOT YOU PLAN TO ATTEND THE 2001 ANNUAL MEETING. IF YOU ATTEND THE MEETING,
YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR
PROXY.
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PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
CENTERSTATE BANKS OF FLORIDA, INC.
TO BE HELD ON
APRIL 26, 2001
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the shareholders of
Centerstate Banks of Florida, Inc. ("Centerstate") in connection with the
solicitation of proxies by the Board of Directors of Centerstate from holders
of the outstanding shares of the $.01 par value common stock of Centerstate
("Centerstate Common Stock") for use at the Annual Meeting of Shareholders of
Centerstate to be held on Thursday, April 26, 2001, and at any adjournment or
postponement thereof ("2001 Annual Meeting"). The 2001 Annual Meeting is being
held to (i) elect directors to serve until the Annual Meeting of Shareholders
in 2002, (ii) ratify the appointment of independent auditors, and (iii)
transact such other or further business as may properly come before the 2001
Annual Meeting and any adjournment or postponement thereof. The Board of
Directors of Centerstate knows of no other business that will be presented for
consideration at the 2001 Annual Meeting other than the matters described in
this Proxy Statement. This Proxy Statement is dated March 30, 2001, and it and
the accompanying notice and form of proxy are first being mailed to the
shareholders of Centerstate on or about March 30, 2001.
The principal executive offices of Centerstate are located at 7722 State
Road 544 East, Suite 205, Winter Haven, Florida 33881. The telephone number of
Centerstate at such offices is (863) 419-0833.
RECORD DATE, SOLICITATION AND REVOCABILITY OF PROXIES
The Board of Directors of Centerstate has fixed the close of business on
February 28, 2001, as the record date for the determination of Centerstate
shareholders entitled to notice of and to vote at the 2001 Annual Meeting.
Accordingly, only holders of record of shares of Centerstate Common Stock at
the close of business on such date will be entitled to vote at the 2001 Annual
Meeting. At the close of business on such date, there were 2,815,872 shares of
Centerstate Common Stock outstanding and entitled to vote held by approximately
943 shareholders of record. Holders of Centerstate Common Stock are entitled to
one vote on each matter considered and voted upon at the 2001 Annual Meeting
for each share of Centerstate Common Stock held of record at the close of
business on February 28, 2001. The affirmative vote of the holders of a
plurality of shares of Centerstate Common Stock represented and entitled to
vote at the 2001 Annual Meeting at which a quorum is present is required for
approval of each matter submitted to a vote of shareholders.
Shares of Centerstate Common Stock represented by a properly executed
proxy, if such proxy is received prior to the vote at the 2001 Annual Meeting
and not revoked, will be voted at the 2001 Annual Meeting in accordance with
the instructions indicated in such proxy. IF NO INSTRUCTIONS ARE INDICATED,
SUCH SHARES OF CENTERSTATE COMMON STOCK WILL BE VOTED FOR THE ELECTION AS
DIRECTORS OF CENTERSTATE OF THE NOMINEES LISTED BELOW, FOR THE RATIFICATION OF
THE INDEPENDENT AUDITORS, AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS AS TO ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE
2001 ANNUAL MEETING.
A shareholder who has given a proxy may revoke it at any time prior to
its exercise at the 2001 Annual Meeting by either (i) giving written notice of
revocation to the Secretary of Centerstate, (ii) properly submitting to the
Secretary of Centerstate a duly executed proxy bearing a later date, or (iii)
appearing in person at the
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2001 Annual Meeting and voting in person. All written notices of revocation or
other communications with respect to revocation of proxies should be addressed
as follows: Centerstate Banks of Florida, Inc., 7722 State Road 544 East, Suite
205, Winter Haven, Florida, Attention: James H. White.
A copy of the 2000 Annual Report to Shareholders, including financial
statements as of and for the years ended December 31, 2000 and 1999,
accompanies this Proxy Statement.
ELECTION OF DIRECTORS
GENERAL
The 2001 Annual Meeting is being held to elect directors of Centerstate
to serve a one- year term of office. Each director of Centerstate serves for a
term expiring at the next Annual Meeting of Shareholders, and until his
successor is duly elected and qualified. Accordingly, the terms of each member
of the Board expire at the 2001 Annual Meeting and, therefore, such individuals
are standing for reelection to a one-year term expiring at the Annual Meeting
of Shareholders in 2002.
All shares represented by valid proxies received pursuant to this
solicitation and not revoked before they are exercised will be voted in the
manner specified therein. If no specification is made, the proxies will be
voted for the election of the nominees listed below. In the event that any
nominee is unable to serve (which is not anticipated), the persons designated
as proxies will cast votes for the remaining nominees and for such other
persons as they may select.
DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ELECTION OF
THE NOMINEES LISTED BELOW.
The following table sets forth the name of each nominee or director
continuing in office of Centerstate; a description of his position and offices
with Centerstate other than as a director, if any; a brief description of his
principal occupation and business experience during at least the last five
years; and certain other information including the director's age and the
number of shares of Centerstate Common Stock beneficially owned by the director
on February 28, 2001. Each of the following individuals is also serving as a
director of either First National Bank of Osceola County, Community National
Bank of Pasco County or First National Bank of Polk County, which are
wholly-owned subsidiaries of Centerstate. For information concerning membership
on committees of the Board of Directors, see "ELECTION OF DIRECTORS --
Information About the Board of Directors and Its Committees."
AMOUNT, PERCENTAGE AND
NOMINEE, YEAR FIRST ELECTED A NATURE OF BENEFICIAL
DIRECTOR, AGE AND ADDRESS OF INFORMATION ABOUT NOMINEE OR OWNERSHIP OF CENTERSTATE
5% SHAREHOLDER DIRECTOR CONTINUING IN OFFICE COMMON STOCK (A)
- ----------------------------- --------------------------------------- ------------------------
James H. White, 75 Chairman of the Board of First National 175,715 (b)
3 Spencer Shores Bank of Polk County, First National Bank 6.24%
Haines City, FL 33844 of Osceola County, and Community National
Bank of Pasco County, and CenterState
Bank of Florida
G. Robert Blanchard, Sr., Chairman and President of WRB
74 Enterprises, Inc. (diversified holding 113,240 (c)
company) 4.02%
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James H. Bingham, 52 President of Bingham Realty, Inc. 42,877 (d)
(commercial real estate 1.52%
company)
Terry W. Donley, 53 President of Donley Citrus, Inc. 22,275
(citrus harvesting and production) 0.79%
Bryan W. Judge, 73 Self-employed, farming (1994 - 31,428 (e)
Samuel L. Lupfer, IV, 45 present); Chief Executive Officer of 1.12%
Judge Farms (1965 - 1994)
Samuel L. Lupfer, IV, 45 President of Lupfer-Frakes, Inc. 19,080 (f)
(insurance) 0.68%
J. Thomas Rocker, 59 Director - Arctic Services, 29,403 (g)
Inc. (commercial insulation) 1.04%
- -----------------
(a) Information relating to beneficial ownership of Centerstate Common Stock
by directors is based upon information furnished by each person using
"beneficial ownership" concepts set forth in rules of the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended.
Under such rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares "voting power," which includes the
power to vote or direct the voting of such security, or "investment
power," which includes the power to dispose of or to direct the
disposition of such security. A person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under such rules, more than one
person may be deemed to be a beneficial owner of the same securities, and
a person may be deemed to be a beneficial owner of securities as to which
he or she may disclaim any beneficial interest. Accordingly, nominees and
directors continuing in office are named as beneficial owners of shares as
to which they may disclaim any beneficial interest. Except as otherwise
indicated in the notes to this table, directors possessed sole voting and
investment power as to all shares of Centerstate Common Stock set forth
opposite their names.
(b) Consists of 69,910 shares held by his spouse, 40,851 shares held jointly
with his spouse, 60,914 shares held as trustee, and 4,040 shares held by
his IRA.
(c) Includes 107,786 shares held by a company he owns, and 5,050 shares held
as trustee.
(d) Includes 22,472 shares held as trustee, 808 shares held jointly with his
spouse, and 202 shares held by his spouse.
(e) Includes 31,028 shares held jointly with his spouse.
(f) Includes 17,650 shares held jointly with his spouse and 20 shares held by
his child.
(g) Includes 8,667 shares held by his spouse, 4,050 shares held jointly with
his spouse, 4,050 shares held by his IRA, and 4,050 shares held by a
company he owns.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of Centerstate held five meetings during the year
ended December 31, 2000. All of the directors attended at least 75% of the
aggregate total number of meetings of the Board of Directors and meetings of
the committees of the Board on which they serve. Centerstate's Board of
Directors presently has four committees. Certain information regarding the
function of these standing committees, their membership, and the number of
meetings held during 2000 follows:
The entire Board of Directors serves as the Nominating Committee for the
purpose of nominating persons to serve on the Board of Directors. While the
committee will consider nominees recommended by shareholders, it has not
actively solicited recommendations nor established any procedures for this
purpose. The Board held one meeting in its capacity as the Nominating Committee
during 2000.
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The Compensation Committee is responsible for establishing appropriate
levels of compensation and benefits. The members of this committee consist of
Messrs. Rocker (Chairman), Blanchard and Judge. The committee held two meetings
during 2000.
The Loan Committee is responsible for reviewing and approving credit
requests in excess of certain limits established for the respective Boards of
Directors of the Banks. The members of this committee consist of Messrs.
Bingham, Donley and Judge. The committee held one meeting during 2000.
For information regarding Center state's Audit Committee, see "Audit
Committee Report."
Directors of Centerstate and the Banks receive $300 for each board
meeting, $200 for each committee meeting not held on a board day ($100 if held
on a board day), and $50 for each telephonic committee meeting.
EXECUTIVE OFFICERS
The following lists the executive officers of Centerstate, all positions
held by them in Centerstate, including the period each such position has been
held, a brief account of their business experience during the past five years
and certain other information including their ages. Executive officers are
appointed annually at the organizational meeting of the Board of Directors,
which follows Centerstate's annual meeting of shareholders, to serve until a
successor has been duly elected and qualified or until his death, resignation,
or removal from office. Information concerning directorships, committee
assignments, minor positions and peripheral business interests has not been
included.
EXECUTIVE OFFICERS INFORMATION ABOUT EXECUTIVE OFFICERS
- ------------------ ------------------------------------
James H. White, 75 Chairman of Board, President and Chief
Executive Officer of Centerstate; Chairman
of the Board of First National Bank of Polk
County, Community National Bank of Pasco
County, First National Bank of Osceola
County, and CenterState Bank of Florida
G. Robert Blanchard, Sr., 74 Vice Chairman of the Board of Centerstate;
President and Chief Executive Officer of WRB
Enterprises, Inc. (diversified holding
company); Chairman of The Bank of Tampa
(1984 to 1999)
Ernest S. Pinner, 53 Executive Vice President of Centerstate;
President and Chief Executive Officer of
Centerstate Bank of Florida (2000 to
present); Area President and Senior Vice
President of First Union National Bank (1986
to 2000)
George H. Carefoot, 57 Treasurer of Centerstate; President and
Chief Executive of First National Bank of
Polk County
James J. Antal, 49 Senior Vice President, Chief Financial
Officer and Secretary of Centerstate
(November 1999 to present); self-employed
certified public accountant (November 1998
to November 1999); Senior Vice President,
Chief Financial Officer and Treasurer of
Trumbull Savings and Loan Company (August
1992 to November 1998)
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MANAGEMENT AND PRINCIPAL STOCK OWNERSHIP
As of February 28, 2001, based on available information, all directors
and executive officers of Centerstate as a group (10 persons) beneficially
owned 476,562 shares of Centerstate Common Stock which constituted 16.92% of
the number of shares outstanding at that date. To the knowledge of Centerstate,
no shareholder (other than Mr. James H. White) owned more than 5% of the
outstanding shares of Centerstate Common Stock on February 28, 2001.
EXECUTIVE COMPENSATION AND BENEFITS
The following table sets forth all cash compensation for Centerstate's
Chairman, President and Chief Executive Officer, and its Senior Vice President,
Chief Financial Officer and Corporate Secretary for services to Centerstate and
the Banks in 2000.
SUMMARY COMPENSATION TABLE
Long Term Compensation
- -------------------------------------------------------------------- ---------------------- -----------------------
Annual Compensation Awards Payouts
- -------------------------------------------------------------------- ---------------------- ------- ------------
Name
and Other Restricted
Principal Annual Stock Options/ LTIP All Other
Position Year Salary Bonus Compensation Award(s) SARs Payouts Compensation
- ---------------------- ---- ------- ------- --------------- ----------- -------- ------- ------------
James H. White 2000 $30,000 $ -0- $9,575(1) -0- -0- -0- $ -0-
Chairman, President
and Chief Executive
Officer of Centerstate
James J. Antal 2000 $90,000 $10,000 $1,800(2) -0- -0- -0- $ -0-
Senior Vice President,
Chief Financial Officer
and Corporate Secretary
- ---------------
(1) Represents director fees.
(2) Represents 401(k) employer contribution.
Stock Option Plan. Centerstate has a stock option plan for officers
and employees (the "Employee Plan"). The Employee Plan authorizes the issuance
of options for 365,000 shares to Bank officers and employees. As of December
31, 2000, options exercisable for an aggregate of 41,241 shares of Centerstate
Common Stock were outstanding under the Employee Plan and held by certain
officers and employees at a weighted average exercise price of $7.33 per share.
The options terminate in 2005.
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ----------------------- ---------------- --------------- --------------------- ----------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARS OPTIONS/SARS
ON VALUE AT FY-END (#) AT FY-END($)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ----------------------- ---------------- --------------- --------------------- ----------------
JAMES H. WHITE --- --- --- / --- $ --- / $ ---
JAMES J. ANTAL --- --- --- / --- $ --- / $ ---
- ----------------------- ---------------- --------------- --------------------------------------
CERTAIN TRANSACTIONS
The Bank has outstanding loans to certain of its directors, executive
officers, their associates and members of the immediate families of such
directors and executive officers. These loans were made in the ordinary course
of business, were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with persons not affiliated with the Bank and did not involve more
than the normal risk of collectibility or present other unfavorable features.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board is responsible for providing
independent, objective oversight and review of Centerstate's accounting
functions and internal controls. The Audit Committee is comprised of
independent directors, and is governed by a written charter adopted and
approved by the Board of Directors. Each of the members of the Audit Committee
is independent as defined by Centerstate's policy. The Audit Committee held one
meeting in 2000. A copy of the Audit Committee Charter is attached to this
Proxy Statement as Appendix A.
The responsibilities of the Audit Committee include recommending to
the Board an auditing firm to serve as Centerstate's independent auditors. The
Audit Committee also, as appropriate, reviews and evaluates, and discusses and
consults with Centerstate's management, Centerstate's internal audit personnel
and the independent auditors regarding the following:
o the plan for, and the independent auditors' report on, each audit
of Centerstate's financial statements
o changes in Centerstate's accounting practices, principles,
controls or methodologies, or in Centerstate's financial
statements, and recent developments in accounting rules
This year the Audit Committee reviewed the Audit Committee Charter and,
after appropriate review and discussion, the Audit Committee determined that
the Committee had fulfilled its responsibilities under the Audit Committee
Charter.
The Audit Committee is responsible for recommending to the Board that
Centerstate's financial statements be included in Centerstate's annual report.
The Committee took a number of steps in making this recommendation for 2000.
First, the Audit Committee discussed with Centerstate's independent auditors,
those matters the auditors communicated to and discussed with the Audit
Committee under applicable auditing standards, including information concerning
the scope and results of the audit. These communications and discussions are
intended to assist the Audit Committee in overseeing the financial reporting
and disclosure process. Second, the Audit Committee discussed the auditor's
independence with the auditors and received a letter from the auditors
regarding independence as required under applicable independence standards for
auditors of public companies. This discussion and disclosure informed the Audit
Committee of the auditor's independence, and assisted the Audit Committee in
evaluating such independence. Finally, the Audit Committee reviewed and
discussed with Centerstate management and the auditors, Centerstate's audited
consolidated
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balance sheets at December 31, 2000 and 1999, and the related consolidated
statements of income, stockholders' equity, and cash flows for each for the
years in the two-year period ended December 31, 2000. Based on the discussions
with the auditors concerning the audit, the independence discussions, and the
financial statement review, and additional matters deemed relevant and
appropriate by the Audit Committee, the Audit Committee recommended to the
Board that Centerstate's Annual Report on Form 10-KSB include these financial
statements.
AUDIT COMMITTEE
G. Robert Blanchard
Samuel L. Lupfer, IV, Chairman
J. Thomas Rocker
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed KPMG LLP as its independent
auditors for the fiscal year ending December 31, 2001, subject to ratification
by Centerstate shareholders. KPMG LLP has served as independent auditors for
Centerstate since 1999. A representative of the accounting firm is not expected
to be present at the Annual Meeting.
AUDIT FEES
The aggregate fees billed for professional services by KPMG LLP in
connection with the audit of the annual financial statements for the most
recent fiscal year and the reviews of the financial statements included in
Centerstate's quarterly filings with the Securities and Exchange Commission
were $77,500.
OTHER FEES
The aggregate fees billed for all other professional services by KPMG
LLP was $86,300 (in connection with Centerstate's registration statement filed
with the Securities and Exchange Commission in 2000) and $29,000 (for tax
related work).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE
APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS.
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Proposals of shareholders of Centerstate intended to be presented at the
2002 Annual Meeting of Shareholders must be received by Centerstate at its
principal executive offices on or before December 1, 2001, in order to be
included in Centerstate's Proxy Statement and form of proxy relating to the
2002 Annual Meeting of Shareholders.
SECTION 16(a) REPORTING REQUIREMENTS
Under Section 16(a) of the Securities Exchange Act of 1934, directors
and executive officers of Centerstate, and persons who beneficially own more
than 10% of Centerstate Stock, are required to make certain filings on a timely
basis with the Securities and Exchange Commission. Reporting persons are
required by SEC regulations to furnish Centerstate with copies of all Section
16(a) forms filed by them. Based on its review of the copies of Section 16(a)
forms received by it, and on written representations from reporting persons
concerning
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the necessity of filing a Form 5 - Annual Statement of Changes in Beneficial
Ownership, Centerstate believes that, during 2000, all filing requirements
applicable to reporting persons were met.
OTHER INFORMATION
PROXY SOLICITATION
The cost of soliciting proxies for the 2001 Annual Meeting will be paid
by Centerstate. In addition to solicitation by use of the mail, proxies may be
solicited by directors, officers, and employees of Centerstate in person or by
telephone, telegram or other means of communication. Such directors, officers
and employees will not be additionally compensated, but may be reimbursed for
out-of-pocket expenses incurred in connection with such solicitation.
Arrangements also will be made to furnish copies of proxy materials to
custodians, nominees, fiduciaries and brokerage houses for forwarding to
beneficial owners of Centerstate Common Stock. Such persons will be paid for
reasonable expenses incurred in connection with such services.
MISCELLANEOUS
Management of Centerstate does not know of any matters to be brought
before the 2001 Annual Meeting other than those described in this Proxy
Statement. If any other matters properly come before the 2001 Annual Meeting,
the persons named as proxies in the enclosed form of proxy and acting
thereunder will vote on such matters in accordance with the recommendation of
the Board of Directors.
Upon the written request of any person whose proxy is solicited by this
Proxy Statement, Centerstate will furnish to such person without charge (other
than for exhibits) a copy of Centerstate's Annual Report on Form 10-KSB for its
fiscal year ended December 31, 2000, including financial statements and
schedules thereto, as filed with the Securities and Exchange Commission.
Written requests may be made to Centerstate Banks of Florida, Inc., 7722 State
Road 544 East, Winter Haven, FL 33881, Attention: James H. White.
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APPENDIX A
CENTERSTATE BANKS OF FLORIDA, INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
AS APPROVED AT THE JANUARY 9, 2001 MEETINGS OF THE
AUDIT COMMITTEE AND BOARD OF DIRECTORS
I. Committee Composition
The Audit Committee shall be comprised of three or more directors as determined
by the Board of Directors of CenterState Banks of Florida, Inc. ("the Company),
each of whom shall be independent directors as determined in accordance with
the Rules of Nasdaq Stock Market. All members of the Committee shall have an
understanding of fundamental financial statements, and at least one member of
the Committee shall have accounting or related financial management expertise.
When possible, Committee members shall be evenly elected from the various
subsidiary banks.
The members of the Committee shall be appointed by the Company's Chairman and
shall hold office until they resign or are removed, or until their respective
successors shall be duly appointed. The Company's Chairman may also select a
Chairperson and a Secretary. Unless the Company's Chairman appoints a
Chairperson and a Secretary, the members of the Committee may designate these
positions by a majority vote of the full Committee membership.
II. Meetings
The Committee shall meet at least twice each year, and at such additional
times, if any, as the Committee may deem advisable. Members of the Committee
may participate in meetings either in person or by means of telephone
conference. The Chairperson shall be responsible for setting meeting dates and
time, agenda, maintaining order (chairing the meeting) and reporting to the
Company's full Board of Directors. In addition, the Internal Auditor shall also
have the authority to call for a meeting of the Committee. The Secretary shall
be responsible for taking the minutes, maintaining an ongoing minute book, and
distributing copies of the minutes to the Company's directors.
III. Training and Resources
The Committee shall be provided adequate resources to discharge their
responsibilities, including requests for training. The Company's internal
auditor shall be given unrestricted access to the Committee. In addition, the
Committee shall have unrestricted access to general counsel and outside counsel
when it deems such action to be appropriate, the fees and expenses of such
counsel to be paid by the Company.
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IV. Responsibilities
The responsibilities of the Audit Committee shall be to:
1. Review this Charter at least annually and recommend any changes
to the Board.
2. Review and discuss the audited financial statements with
management.
3. Make a recommendation to the Board as to whether the audited
financial statements reviewed by the Committee should be included
in the Company's Annual Report on Form 10-K or Form 10-KSB to be
filed with the Securities Exchange Commission with respect to the
fiscal year for which the audited financial statements were
prepared.
4. Review the written disclosures and the letter from the
independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees), as modified or
supplemented, and take, or recommend that the Board take, any
action the Committee deems appropriate to oversee the
independence of the outside auditors.
5. Discuss with the independent accountants the matters required to
be discussed SAS 61 (Codification of Statements on Auditing
Standards, AU Section 380), as may be modified or supplemented.
6. Review any significant disagreement among management and the
independent accountants concerning accounting principles or
practices, financial statement disclosures, or auditing scope or
procedure, in connection with the preparation of the financial
statements.
7. Approve the selection of the independent accountants; evaluate
the performance of the independent accountants; approve any
proposed discharge of the independent accountants, where
appropriate; and approve the selection of any successor
independent accounts.
8. Review and approve the annual audit plan submitted by the
Company's internal auditor. Also, review the results of the
audits performed as scheduled by the audit plan at least twice
each year, and include such review in the formal minutes.
9. Review periodic regulatory examination reports and other audit
reports of the Company.
14
CENTERSTATE BANKS OF FLORIDA, INC.
REVOCABLE PROXY
ANNUAL MEETING, APRIL 26, 2001
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2001.
The undersigned hereby appoints James H. White, G. Robert Blanchard,
Sr., and George H. Carefoot, or either of them with individual power of
substitution, proxies to vote all shares of the Common Stock of Centerstate
Banks of Florida, Inc. ("Centerstate") which the undersigned may be entitled to
vote at the Annual Meeting of Shareholders to be held at the Holiday Inn, 2009
West Vine Street, Kissimmee, Florida , on Thursday, April 26, 2001, at 11:00
a.m., and at any adjournment thereof.
SAID PROXIES WILL VOTE ON THE PROPOSAL SET FORTH IN THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT AS SPECIFIED ON THIS CARD. IF A VOTE IS NOT
SPECIFIED, SAID PROXIES WILL VOTE IN FAVOR OF THE ELECTION OF THE DIRECTORS
LISTED BELOW AND RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
ACCOUNTANTS. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE ANNUAL MEETING, SAID
PROXIES WILL VOTE ON SUCH MATTERS IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
BOARD OF DIRECTORS.
1. ELECTION OF DIRECTORS
[ ] FOR the election of directors or [ ] WITHHOLD AUTHORITY
of all nominees listed to vote for all nominees
below (except as marked listed below
to the contrary below)
JAMES H. WHITE G. ROBERT BLANCHARD, SR. JAMES H. BINGHAM
TERRY W. DONLEY BRYAN W. JUDGE SAMUEL L. LUPFER IV
J. THOMAS ROCKER
(INSTRUCTION: To withhold authority to vote for any of the above
listed nominees, please strike a line through that individual's name)
----------------------------
2. RATIFICATION OF APPOINTMENT OF KPMG LLP TO SERVE AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
15
PLEASE MARK, SIGN BELOW, DATE AND
RETURN THIS PROXY PROMPTLY IN THE
ENVELOPE FURNISHED.
PLEASE SIGN EXACTLY AS NAME APPEARS ON
YOUR STOCK CERTIFICATE. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD
SIGN. WHEN SIGNING AS ATTORNEY, AS
EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS
SUCH. IF A CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.
SHARES _______________
DATED: ___________, 2001
-----------------------------------
SIGNATURE
-----------------------------------
SIGNATURE IF HELD JOINTLY
-----------------------------------
PLEASE PRINT OR TYPE YOUR NAME
[ ] PLEASE MARK HERE IF YOU INTEND TO ATTEND THE 2001 ANNUAL MEETING OF
SHAREHOLDERS.