<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
REPUBLIC BANCSHARES, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(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:
[ ] 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:
<PAGE> 2
To the Stockholders
of Republic Bancshares, Inc.:
You are cordially invited to attend the Annual Meeting of Stockholders of
Republic Bancshares, Inc. (the "Company"). The 1999 Annual Meeting will be held
at The Heritage Hotel, 234 Third Avenue North, St. Petersburg, Florida 33701, on
May 18, 1999. A continental breakfast will be served at 8:30 a.m., local time,
and official business will be conducted starting at 9:00 a.m.
At the 1999 Annual Meeting, you will be asked to consider and vote upon (i)
the election of seven directors to serve until the 2000 Annual Meeting of
Stockholders, (ii) the ratification of Arthur Andersen, LLP, as the independent
public accountants for the Company and its wholly-owned subsidiary, Republic
Bank, for the fiscal year ending December 31, 1999, and (iii) such other
business as may properly come before the 1998 Annual Meeting or any adjournment
thereof.
ON BEHALF OF THE BOARD OF DIRECTORS, I URGE YOU TO SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE, EVEN IF YOU CURRENTLY PLAN TO
ATTEND THE 1999 ANNUAL MEETING. Your vote is important, regardless of the number
of shares you own. This will not prevent you from voting in person but will
ensure that your vote is counted if you are unable to attend the 1999 Annual
Meeting.
If you have any questions about the enclosed Proxy Statement or the
Company's Annual Report on Form 10-K for its fiscal year ended December 31,
1998, please let us hear from you.
Sincerely,
/s/ ALFRED T. MAY
------------------------------------
Alfred T. May
Chairman of the Board
and Chief Executive Officer
<PAGE> 3
REPUBLIC BANCSHARES, INC.
111 SECOND AVENUE, N.E.
ST. PETERSBURG, FLORIDA 33701
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 1999
---------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Republic
Bancshares, Inc. (the "Company") will be held at The Heritage Hotel, 234 Third
Avenue North, St. Petersburg, Florida 33701, on May 18, 1999, at 9:00 a.m.,
local time (the "1999 Annual Meeting"), for the following purposes:
1. Elect Directors. To consider and vote upon the election of seven
(7) directors to serve until the Company's 2000 Annual Meeting of
Stockholders and until their successors are duly elected and qualified;
2. Ratify Appointment of Accountants. To consider and vote upon a
proposal to ratify the appointment of Arthur Andersen, LLP, as independent
public accountants for the Company and its wholly-owned subsidiary,
Republic Bank, for the fiscal year ending December 31, 1999;
3. Other Business. To transact such other business as may properly
come before the 1999 Annual Meeting or any adjournment thereof.
Only stockholders of record of the Company at the close of business on
April 1, 1999, are entitled to receive notice of and vote at the meeting or any
adjournment thereof. All stockholders, whether or not they expect to attend the
1999 Annual Meeting in person, are requested to complete, date, sign, and return
the enclosed form of Proxy in the accompanying envelope. The Proxy may be
revoked by the person who executed it by filing with the Secretary of the
Company an instrument of revocation or a duly executed Proxy bearing a later
date, or by voting in person at the 1999 Annual Meeting.
By Order of the Board of Directors
Christopher M. Hunter
Secretary
April 9, 1999
PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY
TO THE COMPANY IN THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE
1999 ANNUAL MEETING. IF YOU ATTEND THE 1999 ANNUAL MEETING, YOU MAY VOTE YOUR
SHARES IN PERSON IF YOU WISH, EVEN IF YOU PREVIOUSLY HAVE RETURNED YOUR PROXY.
<PAGE> 4
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS OF
REPUBLIC BANCSHARES, INC.
TO BE HELD ON MAY 18, 1999
---------------------
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the stockholders of Republic
Bancshares, Inc., a corporation chartered under the laws of the State of Florida
(the "Company"), in connection with the solicitation of Proxies by the Board of
Directors of the Company from holders of the outstanding shares of the Company's
$2.00 par value common stock (the "Common Stock") and $20.00 par value
noncumulative convertible perpetual preferred stock (the "Preferred Stock") for
use at the Annual Meeting of Stockholders of the Company to be held on May 18,
1999, or any adjournment thereof (the "1999 Annual Meeting"). The 1999 Annual
Meeting is being held to consider and vote upon (i) the election of seven
directors to serve until the Annual Meeting of Stockholders of the Company in
2000 (the "2000 Annual Meeting") and until their successors are duly elected and
qualified, (ii) the ratification of the appointment of Arthur Andersen, LLP, as
independent public accountants for the Company and its wholly-owned subsidiary,
Republic Bank (the "Bank"), for the fiscal year ending December 31, 1999, and
(iii) such other business as may come properly before the 1999 Annual Meeting.
The Board of Directors of the Company knows of no business that will be
presented for consideration at the 1999 Annual Meeting other than the matters
described in this Proxy Statement.
The principal executive offices of the Company are located at 111 Second
Avenue, N.E., St. Petersburg, Florida 33701. The telephone number of the Company
at such offices is (727) 823-7300.
This Proxy Statement is dated April 9, 1999, and is first being mailed to
the stockholders of the Company on or about April 16, 1999.
RECORD DATE, SOLICITATION, AND REVOCABILITY OF PROXIES
The Board of Directors of the Company has fixed the close of business on
April 1, 1999, as the record date for the determination of the Company
stockholders entitled to receive notice of and vote at the 1999 Annual Meeting.
At the close of business on such date, there were 10,474,804 shares of Common
Stock issued and outstanding and held by approximately 5348 stockholders of
record. Also at the close of business on such date there were 75,000 shares of
Preferred Stock issued and outstanding and held by ten stockholders of record.
For information with respect to stockholders who owned more than 5% of the
outstanding Common Stock, as well as the ownership of Common and Preferred Stock
by the directors and executive officers of the Company on December 31, 1998, see
"Principal Stockholders" and "Security Ownership of Management." Holders of
Common Stock are entitled to one vote on each matter considered and voted upon
at the 1999 Annual Meeting for each share of the Common Stock held of record at
the close of business April 1, 1999. Holders of Preferred Stock are entitled to
ten votes on each matter considered and voted upon at the 1998 Annual Meeting
for each share of Preferred Stock held of record at the close of business April
1, 1999, and will vote with the holders of Common Stock on all matters to be
voted on at the 1999 Annual Meeting. Shares of the Common and Preferred Stock
represented by a properly executed Proxy, if such Proxy is received in time and
not revoked, will be voted at the 1999 Annual Meeting in accordance with the
instructions indicated in such Proxy.
In determining whether a quorum exists at the 1999 Annual Meeting for
purposes of all matters to be voted on, all votes "for" or "against," as well as
all abstentions (including those to withhold authority to vote in certain
cases), with respect to the proposal receiving the most such votes will be
counted. The number of votes required for all matters to be considered and voted
upon by the stockholders at the 1999 Annual Meeting
1
<PAGE> 5
is a majority of the shares of stock, represented and entitled to vote at the
1999 Annual Meeting, at which a quorum is present. Consequently, with respect to
such proposals, abstentions will be counted as part of the base number of votes
to be used in determining if a quorum is present at the meeting and the proposal
has received the requisite number of base votes for approval. Thus, an
abstention will have the same effect as a vote "against" such proposal.
Conversely, broker non-votes will not be counted for purposes of determining
whether a quorum is present and will have no effect on the vote with respect to
such proposals.
A stockholder who has given a Proxy may revoke it at any time prior to its
exercise at the 1999 Annual Meeting by either (i) giving written notice of
revocation to the Secretary of the Company, (ii) properly submitting to the
Company a duly executed Proxy bearing a later date, or (iii) voting in person at
the 1999 Annual Meeting. All written notices of revocation or other
communications with respect to revocation of Proxies should be addressed as
follows: Republic Bancshares, Inc., 111 Second Avenue, N.E., St. Petersburg,
Florida 33701, Attention: Christopher M. Hunter, Secretary.
THE COMPANY'S 1998 ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED
DECEMBER 31, 1998, INCLUDING CONSOLIDATED FINANCIAL STATEMENTS, HAS BEEN MAILED
TO STOCKHOLDERS. COPIES WILL BE PROVIDED WITHOUT CHARGE ON THE WRITTEN REQUEST
OF ANY PERSON SOLICITED. SUCH REQUEST SHOULD BE ADDRESSED AS FOLLOWS: REPUBLIC
BANCSHARES, INC., 111 SECOND AVENUE, N.E., ST. PETERSBURG, FLORIDA 33701,
ATTENTION: STAN BLAKEY, VICE PRESIDENT AND DIRECTOR OF INVESTOR RELATIONS.
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The 1999 Annual Meeting is being held, in part, to elect seven (7)
directors of the Company to serve one-year terms of office. The By-laws of the
Company currently provide that the Board of Directors will consist of not less
than five and not more than 25 directors, without any division of the Board into
classes. The Board of Directors, which currently has six members, has by
resolution increased the size of the Board from six to seven members, and has
nominated one additional person to fill the current vacancy and serve as the
seventh director.
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. 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.
The affirmative vote of the holders of a majority of the shares of stock
represented and entitled to vote at the 1999 Annual Meeting, at which a quorum
is present, is required for the election of the nominees listed below to serve
as directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF THE
SEVEN NOMINEES LISTED BELOW TO SERVE AS DIRECTORS.
The following table sets forth the name and age of each nominee; a
description of his or her positions and offices with the Bank and the Company
(other than as director), if any; a brief description of his or her principal
occupation and business experience during at least the last five years; certain
other directorships; and the number of shares of the Common Stock beneficially
owned at March 31, 1999, including shares of which that person has a right to
acquire beneficial ownership within 60 days of that date. Except for William C.
Ballard, who has been nominated for election in 1999 to the Board of Directors
of the Company, all of the nominees became directors of the Company when it was
organized in November 1995. All of the nominees serve as directors of the Bank.
No director of the Company will continue in office after the 2000 Annual
2
<PAGE> 6
Meeting, unless reelected. For information concerning membership on committees
of the Board of Directors, see "Proposal One Election of Directors Information
about the Board of Directors and its Committees."
<TABLE>
<CAPTION>
SHARES OF
NAME, AGE AND YEAR PRINCIPAL OCCUPATION COMMON STOCK
FIRST ELECTED A DIRECTOR DURING PAST FIVE YEARS BENEFICIALLY OWNED
- - ------------------------ ---------------------- ------------------
<S> <C> <C>
Fred Hemmer, 44 Chief Lending Officer and Senior Executive 28,305 (less than 1%)
Director Since: 1995 Vice President in charge of Corporate
Banking and Special Assets of the Bank
since 1991.
William R. Hough, 72 President of William R. Hough & Co., St. 4,042,089 (35.3%)
Director Since: 1995 Petersburg, Florida, an investment banking
firm specializing in state, county and
municipal bonds, since 1962; President of
WRH Mortgage, Inc. ("WRH Mortgage"), St.
Petersburg, Florida, since May 1993;
Director of F.F.O. Financial Group, Inc.,
Kissimmee, Florida, from September 1993 to
September 1997; President of Royal Palm
Center II, Inc., Port Charlotte, Florida,
since September 1991.
Marla Hough, 41 Director President of Hough Engineering, Inc., an 6,500 (less than 1%)
Since: 1995 engineering consulting firm, Bradenton,
Florida from March 1997, Vice President of
Bishop & Associates, Bradenton, Florida, an
engineering, planning and surveying firm,
from 1992 to February 1997.
Alfred T. May, 61 President of the Bank since December 10, 85,000 (less than 1%)
Director Since: 1995 1998, President of the Company and Chairman
and Chief Executive Officer of the Company
and the Bank since April 1, 1999; Director
and Chairman of the Board of F.F.O.
Financial Group Inc. and its subsidiary,
First Federal Savings & Loan of Osceola
County, St. Cloud, Florida, from September
1993 to September 1997.
William J. Morrison, 66 Senior Partner of Morrison & Company, P.A., 78,650 (less than 1%)
Director Since: 1995 Tampa, Florida, a certified public
accounting firm, since 1995; General
Partner of Best-Morrison Properties, Tampa,
Florida, a real estate investment firm
since 1975; Managing Partner of Morrison
Investments, Ltd., Tampa, Florida, a real
estate and securities investment firm,
since 1991.
John W. Sapanski, 68 President, Chairman and Chief Executive 520,172 (4.5%)
Director Since: 1995 Officer of the Company from November 1995
to March 31, 1999; Chairman and Chief
Executive Officer of the Bank from May 1993
to March 31, 1999; President of the Bank
from May 1993 to December 10, 1998.
William C. Ballard, 61 Partner, Vice President and Treasurer of 5,600 (less than 1%)
Nominee to the Board Fisher and Sauls, P.A. since 1979; Trustee
and former Chairman of Childrens Health
Systems, Inc., a Florida non-profit
corporation and parent company of All
Childrens Hospital since 1991.
</TABLE>
3
<PAGE> 7
DIRECTOR COMPENSATION
All of the directors of the Company are currently directors of the Bank.
The Bank pays each director, other than directors who are also executive
officers or employees, a directors' fee of $750 for attendance at Board meetings
($375 when attendance is by telephone) and $400 for each committee meeting
attended ($300 when held on same day of a Board meeting). Directors who are also
executive officers or employees of the Bank receive no Board or committee fees.
The directors of the Company receive no compensation other than their Bank
directors' fees.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company was chartered under the laws of the State of Florida on
November 3, 1995, in order to facilitate the holding company reorganization of
the Bank, which was consummated on March 21, 1996. The Board of Directors of the
Company held ten meetings during 1998.
The Board of Directors of the Bank, all of the members of which, with the
exception of William C. Ballard, who was appointed to the Board of Directors of
the Bank on March 23, 1999, constitutes the Board of Directors of the Company,
held 29 meetings in 1998. During 1998, all of the directors attended at least
75% of the aggregate total number of meetings of the Board of Directors of the
Bank and the Company and the committees of the Board on which they served.
The Bank's Board of Directors presently has three standing committees --
the Audit, Loan and Compensation Committees. Information regarding the functions
of those committees, their membership and the number of meetings held during
1998 follows:
(i) The Audit Committee annually recommends to the Board of Directors
the firm to be engaged as independent public accountants of the Company and
the Bank for the next year, reviews the plan for the audit engagement,
examines the audit of the Company and the Bank as prepared by the
independent public accountants, generally reviews financial reporting
procedures, determines whether the Company and the Bank are in sound and
solvent condition, and periodically reports to the Board on the financial
condition of the Company and the Bank. During 1998, the Audit Committee
held three meetings. The members of the Audit Committee are Messrs.
Morrison (Chairman) and Ballard and Ms. Hough. Messrs. Hough, May, Sapanski
and Hemmer are non-voting members.
(ii) The Loan Committee meets periodically to review and approve loans
and other extensions of credit, the amounts of which exceed specified
limits as set forth in the Bank's Credit Administration Policy. During
1998, the Loan Committee held 47 meetings. The members of the Loan
Committee are Messrs. Morrison (Chairman), May, Hemmer, Hough, and Ballard
and Sapanski and Ms. Hough.
(iii) The Compensation Committee reviews and approves proposed direct
compensation of officers, approves major incentive plans and benefit plans
for the Bank, grants stock options and other awards under plans, reviews
certain promotions, and reviews the Bank's compensation and benefits policy
generally. During 1998, the Compensation Committee held five meetings. The
members of the Compensation Committee are Messrs. Hough (Chairman),
Morrison, and Ballard and Ms. Hough.
SENIOR EXECUTIVE OFFICERS OF THE COMPANY AND THE BANK
The following list sets forth the name and age of each senior executive
officer of the Bank and all positions held by each such officer in the Bank (and
the period each such position has been held), a brief account of each such
officer's business experience, and certain other information. The two executive
officers of the Company are Alfred T. May, who serves as President of the
Company and the Bank, and William R. Falzone, who is the Company's Treasurer and
Vice President. Information regarding both of these individuals is provided in
the list of executive officers of the Bank below.
Alfred T. May (61) Mr. May has over 30 years of experience in the banking
industry. He has been President of the Bank since December 10, 1998, President
of the Company and Chairman and Chief Executive Officer of the Company and the
Bank since April 1, 1999; and he has been a Director of the Bank
4
<PAGE> 8
since 1993 and a Director of the Company since its formation in November, 1995.
He was also Director and Chairman of the Board of F.F.O. Financial Group Inc.
and its subsidiary, First Federal Savings & Loan of Osceola County, St. Cloud,
Florida, from September 1993 to September 1997; President of Mid-State Federal
Savings Bank, Ocala, Florida, from 1989 to 1992.
Fred Hemmer (44) Director of the Company and the Bank and Senior Executive
Vice President of the Bank in charge of Corporate Banking and Special Assets.
Mr. Hemmer has served as Executive Vice President since joining the Bank in
1991. He previously served as Executive Vice President of Rutenberg Corporation,
a real estate development company based in Clearwater, Florida, from 1980 to
1991. Mr. Hemmer is a certified public accountant and served with Arthur
Andersen & Co. from 1976 to 1980. Mr. Hemmer is also a licensed real estate
broker and certified general contractor.
William R. Falzone (51) Executive Vice President and Treasurer of the
Company and First Executive Vice President and Chief Financial Officer of the
Bank. Mr. Falzone joined the Bank in February 1994. He was employed at Florida
Federal Savings Bank in St. Petersburg from 1983 through 1991, where he served
as Senior Vice President and Controller and as Director of Financial Services.
Most recently, he was a Senior Consultant for Stogniew and Associates, St.
Petersburg, Florida, a nationwide consulting firm. He has over 20 years of
banking experience and is also a certified public accountant.
John W. Fischer, Jr. (50) First Executive Vice President of the Bank in
charge of Consumer Banking. Mr. Fischer, who joined the Bank in December 1993,
has over 20 years of banking experience in retail branch management and consumer
and residential lending. Mr. Fischer formerly served as Regional Marketing
Director for Western Reserve Life in Clearwater, Florida, Regional Vice
President of Great Western Bank in Miami, Florida, and Executive Vice
President/Consumer Financial Services for Florida Federal. Mr. Fischer holds a
life, health, annuity and Series 7 securities license.
Kathleen A. Reinagel (47) Executive Vice President of the Bank in charge of
Credit and Loan Administration. Ms. Reinagel, who has served in her present
position with the Company since August 1993, has over 20 years of experience in
the lending field with concentration in credit and underwriting, loan
documentation, due diligence and loan review. Ms. Reinagel formerly served as
Vice President of WRH Mortgage, St. Petersburg, Florida and Vice President,
Department Manager of Commercial Real Estate of Florida Federal.
EXECUTIVE COMPENSATION
Set forth below are certain data and information in regard to the
compensation and benefits provided to the chief executive officer and other
executive officers of the Company and the Bank in 1998, including the three
other most highly compensated executive officers whose annual salaries and
bonuses exceeded $100,000 during 1998 and one additional officer whose annual
salary and bonuses exceeded $100,000 during 1998 but who was no longer an
executive officer at the end of the last completed fiscal year (collectively,
these officers and the chief executive officer are referred to as the "named
executive officers"). The named executive officers of the Company do not receive
compensation other than that paid by the Bank; accordingly, the only executive
compensation information provided for the named executive officers is
compensation paid to them by the Bank. The disclosure requirements for the named
executive officers include the use of tables and other textual descriptions that
together show the total cash and other compensation received by the named
executive officers for the periods indicated. During 1998, there were five named
executive officers whose annual salary and bonuses exceeded $100,000.
[Balance of page intentionally left blank]
5
<PAGE> 9
SUMMARY COMPENSATION TABLE
The table below sets forth certain elements of compensation for the named
executive officers for 1996 through 1998.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- ----------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- - ------------------------ ---- ------- --------- ------- ---------- ---------- -------- ------------
SECURITIES
NAME AND RESTRICTED UNDERLYING
PRINCIPAL POSITIONS INCENTIVE STOCK OPTIONS/ LTIP ALL OTHER
(WITH THE BANK, UNLESS SALARY AWARDS OTHER AWARD(S) SARS PAY-OUTS COMPENSATION
OTHERWISE INDICATED) YEAR ($) ($) ($) ($) (#) ($) ($)
- - ------------------------ ---- ------- --------- ------- ---------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John W. Sapanski........ 1998 254,478 0 333,625(2) -- 11,000 -- 5,022(3)
Chairman, President 1997 231,983 100,300(1) 0 0 6,000 0 3,118(3)
and Chief Executive 1996 210,205 66,000(1) 0 0 6,000 0 2,391(3)
Officer
Fred Hemmer............. 1998 150,430 16,500(1) 74,531(2) 0 9,900 0 5,445(3)
Chief Lending Officer 1997 135,175 33,317(1) 0 0 4,900 0 4,874(3)
and Senior Executive 1996 130,300 32,500(1) 0 0 4,900 0 2,399(3)
Vice President in
Charge of Corporate
Banking and Special
Assets
Steven McWhorter(4)..... 1998 229,177 1,397,396(1) 0 0 0 0 5,000(3)
Division Director in 1997 89,983 684,866(1) 0 0 12,400 0 3,887(3)
Charge of Mortgage 1996 69,231 83,666(1) 0 0 62,000 0 1,570(3)
Banking Division
John W. Fischer, Jr..... 1998 120,305 12,000(1) 0 0 2,000 0 4,850(3)
Executive Vice 1997 100,194 22,823(1) 0 0 1,800 0 3,786(3)
President in Charge 1996 89,506 18,795(1) 0 0 1,800 0 1,611(3)
of Consumer Banking
Division
William R. Falzone...... 1998 120,305 12,000(1) 0 0 2,000 0 4,029(3)
Executive Vice 1997 100,194 22,823(1) 0 0 1,800 0 3,155(3)
President in charge 1996 89,500 18,795(1) 0 0 1,800 0 2,484(3)
of Financial Services
Division
</TABLE>
- - ---------------
(1) Bonuses for 1998, 1997 and 1996 were paid in January 1999, 1998 and 1997,
respectively.
(2) Represents the dollar value of the difference between the price paid in the
exercise of unqualified stock options and the fair market value at the date
of purchase.
(3) Represents 25%-75% matching contributions by the Bank pursuant to the
Republic Bank Employee Savings Plan and Trust.
(4) Mr. McWhorter's employment with the Bank ended in December 1998.
6
<PAGE> 10
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information about option awards made to the
named executive officers during 1998 under the Company's 1995 Stock Option Plan.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- - ----------------------------------------------------------------------------------------- ----------------------
(a) (b) (c) (d) (e) (f) (g)
- - ------------------------------ ------------- -------------- ----------- ---------- --------- ----------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/
UNDERLYING SARS GRANTED EXERCISE OR
OPTIONS/SARS TO EMPLOYEES BASE PRICE EXPIRATION
NAME GRANTED(#)(1) IN FISCAL YEAR ($/SHARE) DATE 5%($)(2) 10%($)(2)
- - ---- ------------- -------------- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
John W. Sapanski.............. 11,000 6.7 28.94 05/19/08 200,185 507,308
Fred Hemmer................... 9,900 6.1 28.94 05/19/08 180,167 456,577
Steven McWhorter.............. -- -- -- -- -- --
William R. Falzone............ 2,000 1.2 28.94 05/19/08 36,397 92,238
John W. Fischer, Jr........... 2,000 1.2 28.94 05/19/08 36,397 92,238
</TABLE>
- - ---------------
(1) Twenty percent of the shares of Common Stock covered by options granted in
1998 were exercisable immediately, with an additional 20% becoming
exercisable each year for the next four years on the anniversary date of the
grant and full vesting occurring on the fourth anniversary date.
(2) The potential realizable value of grant options, assuming that the market
price of Common Stock appreciates in value from the date of grant of the
option term at either a 5% (column (f)) or 10% (column (g)) annualized rate.
The ultimate values of the options will depend on the future market price of
the Common Stock, which cannot be forecast with reasonable accuracy. The
actual value, if any, an optionee will realize upon exercise of an option
will depend on the excess of the market value of the Common Stock over the
exercise price on the date the option is exercised.
7
<PAGE> 11
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table shows stock option exercises by the named executive
officers during 1998 of options granted under the Company's 1995 Stock Option
Plan, including the aggregate value of gains on the date of exercise. No grants
to the named executive officers were made in 1998 under the Bank Non-Qualified
Stock Option Plan. In addition, this table includes the number of shares covered
by both exercisable and non-exercisable options as of December 31, 1998. Also
reported are the values for "in-the-money" options, which represent the positive
spread between the exercise price of any such existing options and the year-end
price of the Common Stock.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END(#) FY-END($)
--------------- ---------------
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE ($)(1) UNEXERCISABLE UNEXERCISABLE
- - ---- --------------- -------------- --------------- ---------------
<S> <C> <C> <C> <C>
John W. Sapanski...................... 20,000 333,625 19,800 12,600
24,000 0
Fred Hemmer........................... 5,000 74,531 18,680 12,863
25,720 0
Steven McWhorter...................... 0 0 62,000 0
0 0
John W. Fischer, Jr................... 0 0 7,840 4,725
13,360 0
William R. Falzone.................... 0 0 7,840 4,725
13,360 0
</TABLE>
- - ---------------
(1) Market value of underlying Common Stock at exercise date, minus the exercise
price.
EMPLOYMENT CONTRACTS
As a general policy, the Company and the Bank do not enter into employment
agreements with their executive officers. However, the Bank has recently entered
into an employment agreement with John W. Sapanski. The employment agreement
will remain in effect until April 1, 2001. During this period of time Mr.
Sapanski will continue to be employed by the Bank as the Special Transition
Officer and Chairman of the Strategic Planning Committee, for which he will
receive an annual salary of $195,000. Under the terms of the agreement, the
Company's Board of Directors has agreed to nominate Mr. Sapanski for re-election
to the Board of Directors of the Company at the 1999 Annual Meeting. In the
event of a change in control, which is defined as the transfer within a one week
period of more than fifty percent of the outstanding shares of common stock of
the Company or the Bank to a person or persons not controlled directly or
indirectly by the non-transferring shareholders of the Company or the Bank, Mr.
Sapanski would be entitled to severance benefits in the amount of three times
his annual salary.
The Bank has also entered into severance agreements with Fred Hemmer,
William R. Falzone and John W. Fisher, Jr. Mr. Hemmer currently earns an annual
salary of $176,000 and Mr. Falzone and Mr. Fisher each earn an annual salary of
$124,800. In the event that either of these three named executive officers is
involuntarily terminated within two years after a change of control, as defined
above, or within two years after the appointment of a new chief executive
officer, each of the named executives would be entitled to a lump sum equal to
three times that executive's annual salary. In addition, each of the three named
executive officer would be entitled to two times his annual salary in the event
said named executive officer voluntarily terminates his employment at least six
months and no more than 24 months after a change in control or appointment of a
new chief executive officer.
8
<PAGE> 12
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of the Bank (the
"Compensation Committee") is composed entirely of outside directors who are not,
and have never been, officers or employees of the Bank. The Board of Directors
of the Bank designates the members and Chairman of such committee.
Compensation Policy. The policies that govern the Compensation Committee's
executive compensation decisions are designed to align changes in total
compensation with changes in the value created for our stockholders. The
Compensation Committee believes that compensation of executive officers and
others should be directly linked to the Bank's operating performance given that
achievement of performance objectives over time is the primary determinant of
share price. Annually, the Board of Directors of the Bank approves an operating
plan for the coming year which sets forth specific financial objectives for the
Bank. Throughout the year, management reports to the Board on its progress
toward meeting those objectives and the Compensation Committee evaluates
management's success in achieving the Bank's overall goals when making its
compensation decisions. In 1994, the Board of Directors of the Bank approved the
establishment of a Corporate Incentive Program, under which an executive
officer's salaries and incentive compensation are determined based on the extent
to which both corporate goals and individually measurable objectives for each
employee are met. This program reflects a pay-for-performance relationship where
a portion of total compensation is at risk.
The underlying objectives of the Compensation Committee's compensation
strategy are to establish incentives for certain executives and others to
achieve and maintain the optimum short-term and long-term operating performance
for the Bank, to link executive and stockholder interests through equity-based
(i.e., stock option) plans, and to provide a compensation package that
recognizes individual contributions as well as overall business results.
Salaries. The Compensation Committee reviews the Bank's operating results
for the fiscal year, the operating plan for the coming year, and unusual
individual accomplishments during the year and also considers economic
conditions and other external events that affect the operations of the Bank.
Based on this examination, salary guidelines are promulgated for the coming year
within the salary structure of the Bank. Specifically excluded from
consideration in formulating the guidelines were costs associated with
additional branches or new business units formed during 1998. In 1998, the
salary guideline provided for an overall 4% increase over the prior year for all
employees.
The base salary of senior officers is initially determined by evaluating
the responsibilities of the position against the competitive market place. The
salary structure for executive officers is included in the general salary
structure for the Bank. Salary ranges for executive officers are determined with
reference to a third-party survey of Florida financial institutions with similar
asset size. Salary ranges for other employees are determined by evaluating the
employee's level of supervisory authority and technical expertise, among other
things, and comparing the employee's function to a survey of similar functions
at other financial institutions. The Compensation Committee believes that the
Bank's salary range for its employees is below that of most comparable sized
financial institutions listed on the survey.
Deduction Limit. In 1998, one executive officer of the Bank, who is no
longer with the Bank, received approximately $1.6 million in total compensation.
Because of this executive officer's compensation levels, the Company is at risk
of losing approximately $600,00 of salary deductions under Section 162(m) of the
Internal Revenue Code, which generally establishes, with certain exceptions, a
$1 million deduction limit on executive compensation for all publicly-held
companies. Given that it is not foreseeable that any other officer or employee
of the Bank will receive in excess of $1 million in compensation in 1999, the
Company has not established a formal policy regarding such limit, but will
evaluate the necessity for developing such a policy in the future.
Stock Options. Executive officers and other persons designated by the
Compensation Committee also are eligible to participate in the Company's 1995
Stock Option Plan. The 1995 Stock Option Plan is intended to assist the Bank in
securing and retaining such employees by allowing them to participate in the
ownership and growth of the Bank through the granting of stock options and SARs.
The granting of options and SARs
9
<PAGE> 13
gives such employees an additional inducement to work for the Bank's success.
The Compensation Committee determines the number of option grants made to
various employees by evaluating their relative degree of influence over the
operations of the Bank and the Bank's results of operations. There is no
specific formula that the Compensation Committee uses in determining the
officers who will be granted options or the timing and amounts of the options
that are granted.
Summary of CEO Compensation. The Compensation Committee reviews and
evaluates the performance of the Chief Executive Officer and submits adjustments
for approval by the whole committee and for approval by the Board of Directors
with any Bank officers serving as directors absent from such deliberations. In
determining the compensation paid to the CEO for 1998, the Compensation
Committee appraised the overall business strategy and management initiatives to
maximize returns to stockholders. In addition, the Compensation Committee
considered a peer group analysis of comparable-sized financial institutions
located in comparable markets from across the nation as well as a survey of
local financial institutions. The Compensation Committee noted that the Chief
Executive Officer's compensation continues to be within the lower percentile of
institutions surveyed. The Compensation Committee considered the Bank's overall
financial performance, particularly in the context of the competitive and
economic conditions within which the Bank operated, in determining the salary
increase. Based upon the Bank's performance and the results of the peer group
comparison, the Compensation Committee recommended that the base salary of the
Chief Executive Officer be increased, bringing Mr. Sapanski's total salary for
1998 to $254,478 from $231,983 in 1997. This salary increase over Mr. Sapanski's
salary for 1997 was generally consistent with salary increases for CEOs of
similarly sized financial institutions.
SUMMARY
In summary, the Bank's overall executive compensation program is designed
to reward managers for good individual, Bank and share value performance. The
Compensation Committee intends to monitor the various guidelines that make up
the program and reserves the right to adjust them as necessary to continue to
meet Bank and stockholder objectives.
<TABLE>
<S> <C>
- - ----------------------------------------------------- -----------------------------------------------------
William R. Hough William J. Morrison
- - ----------------------------------------------------- -----------------------------------------------------
Marla Hough William C. Ballard
</TABLE>
10
<PAGE> 14
PERFORMANCE GRAPH
The following graph compares the monthly, cumulative total return on the
Common Stock from 1993 through 1998, with that of the Nasdaq stock index, an
average all over-the counter stocks, and the Carson Medlin Company's Independent
Bank Index, an average of 23 community banks in the southeastern states of the
United States based upon stock price and the amount of dividends received over
the indicated period, assuming the reinvestment of dividends. The data was
provided by the Carson Medlin Company.
<TABLE>
<CAPTION>
Republic
Measurement Period Bancshares, Independent NASDAQ
(Fiscal Year Covered) Inc. Bank Index Index
<S> <C> <C> <C>
1993 100 100 100
1994 119 119 98
1995 154 151 138
1996 164 191 170
1997 286 280 209
1998 142 296 293
</TABLE>
CERTAIN TRANSACTIONS
Certain directors and executive officers of the Company and the Bank,
members of their immediate families and entities with which such persons are
associated are customers of the Bank. As such, they had transactions in the
ordinary course of business with the Bank during 1998 and will have additional
transactions with the Bank in the future. All loans and commitments to lend
included in those transactions were made in the ordinary course of business,
upon substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons and,
in the opinion of management, have not involved more than the normal risk of
collectibility or presented other unfavorable features.
William C. Ballard is a partner in the law firm of Fisher and Sauls, P.A.
During 1998, Fisher and Sauls furnished legal services to the Bank on a regular
basis. The services involved a variety of commercial real estate, title
insurance and litigation matters and the fees charged were at rates normal and
customary in the industry. The total fees paid to Fisher and Sauls in 1998 were
approximately $134,500.
For additional information about the Company and the Bank's transactions
with companies that are affiliates of William R. Hough, a director of the
Company who is a member of the Bank's Compensation Committee, see "Compensation
Committee Interlocks and Insider Participation" below.
11
<PAGE> 15
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. William R. Hough, a director and one of the two controlling
shareholders, is President and the controlling shareholder of William R. Hough &
Co. ("WRHC"), a NASD-member investment banking-firm. As part of the normal
course of business, the Company solicits competitive bids for the sales of
mortgage securities from approved broker/dealers, including WRHC. During 1998
and 1997, the Company placed $547.2 million and $115.4 million, respectively, of
forward sales on mortgage backed securities through WRHC. Additionally, the
Company periodically purchased securities under agreement to repurchase at a
rate based on the prevailing federal funds rate and 1/8 of 1% per an agreement
entered into on August 15, 1995.
In May 1998, WRHC acted as co-underwriters for an offering of $2.6 million
shares of the Company's common stock and as such was entitled to receive fees in
an amount equal to $1.5 million. In addition, during 1998, WRHC was engaged to
act as one of the underwriters in connection with a Private Placement Offering
of approximately $240 million in securities backed by High-LTV loans. The
Company also reimbursed WRHC for reasonable out-of-pocket expenses.
In July 1996, WRHC began offering sales of insurance and mutual fund
products and investment advisory services on the premises of the Company. The
Company was paid a monthly fee of $300 for each banking office participating in
the program plus a fee of 15% of the gross commissions earned from sales of
non-insurance products. On January 1, 1997, this agreement was terminated and
replaced with a new agreement where the Company is paid 50% of the net profits
earned from sales of investment products on the Company's premises.
Mr. May, President, Chairman and CEO of the Bank and the Company, was a
member of the Compensation Committee during 1998. He was appointed President of
the Bank on December 10, 1998. He resigned from the Compensation Committee on
March 2, 1999.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors, has appointed Arthur Andersen, LLP, independent
certified public accountants, as independent accountants for the Company and the
Bank for the fiscal year ending December 31, 1999, subject to ratification by
the stockholders. Arthur Andersen, LLP, has served as independent accountants
for the Bank since 1980 and for the Company since 1996. Arthur Andersen, LLP,
has advised the Company that neither the firm nor any of its partners has any
direct or material interest in the Company except as auditors and independent
certified public accountants of the Company.
A representative of Arthur Andersen, LLP, is expected to attend the 1999
Annual Meeting and will be given the opportunity to make a statement on behalf
of the firm if he desires to do so. A representative of Arthur Andersen, LLP,
also is expected to be available to respond to appropriate questions from
stockholders.
The affirmative vote of the holders of a majority of the shares of stock
represented at the 1999 Annual Meeting, at which a quorum is present, is
required to ratify the appointment of Arthur Andersen, LLP, as independent
public accountants.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE, FOR RATIFICATION OF
THE APPOINTMENT OF ARTHUR ANDERSEN, LLP, AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE COMPANY AND THE BANK FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.
[Balance of page intentionally left blank]
12
<PAGE> 16
PRINCIPAL STOCKHOLDERS
The following table lists, as of March 31, 1999, each holder of record of
the Common or Preferred Stock who had filed a copy of a report indicating that
he/she is or may be deemed to be a beneficial owner of more than 5% of the
outstanding shares of Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENTAGE
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
- - ------------------- ----------------------- ----------
<S> <C> <C>
William R. Hough................................... 4,042,089(2)(3) 35.3
William R. Hough & Company
100 Second Avenue South
Suite 800
St. Petersburg, Florida 33701
John W. Sapanski................................... 520,172(4) 4.5
Republic Bank
111 Second Avenue, N.E.
St. Petersburg, Florida 33701
</TABLE>
- - ---------------
(1) Information relating to beneficial ownership of the Common Stock by the
individuals listed above is based upon information furnished by each person
using "beneficial ownership" concepts set forth in rules of the SEC under
Section 13 of the Securities Exchange Act. Under such rules, a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power", which includes the power to vote or to direct the voting of
such security, or "investment power", which includes the power to dispose or
to direct the disposition of such security. The person is also deemed to be
a beneficial owner of any security of which that person has a right to
acquire beneficial ownership within 60 days. Under such rules, more than one
person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he
or she may disclaim any beneficial interest. Unless otherwise indicated,
each person possessed sole voting and investment power with respect to the
shares of the Common Stock listed.
(2) Includes 600,000 shares that could be acquired upon conversion of the
Preferred Stock and 1,000 shares that may be acquired by exercise of options
exercisable within 60 days.
(3) This beneficial ownership does not include 257,382 shares of the Common
Stock, 150,000 of which could be acquired within 60 days upon conversion of
the Preferred Stock, owned by the adult children of Mr. Hough, whose
holdings are not deemed to be beneficially owned by Mr. Hough under the
applicable SEC regulatory definition.
(4) Includes an aggregate of 19,800 shares that may be acquired by exercise of
options exercisable within 60 days.
13
<PAGE> 17
SECURITY OWNERSHIP OF MANAGEMENT
The following table lists, as of March 31, 1999, the amount and percentage
of Common Stock held by each individual director of the Company (including
shares of Common Stock that could be acquired upon conversion of Preferred
Stock) as well as the amount and percentage held by the named executive officers
of the Bank, and the directors and executive officers of the Bank as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENTAGE
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
- - ------------------------ ----------------------- ----------
<S> <C> <C>
Kathy Reinagel......................................... 6,400 (3)
William R. Falzone..................................... 17,040 (3)
John W. Fischer, Jr.................................... 12,840 (3)
Fred Hemmer............................................ 28,305(2) (3)
William R. Hough....................................... 4,042,089(4) 35.3
Marla Hough............................................ 6,500(5) (3)
Alfred T. May.......................................... 85,000(6) (3)
William C. Ballard..................................... 5,600 (3)
William J. Morrison.................................... 78,650(7) (3)
John W. Sapanski....................................... 520,172(8) 4.5
All directors and principal officers as a group
(15 persons)......................................... 4,820,280(9) 42.0
</TABLE>
- - ---------------
(1) Information relating to beneficial ownership of Common Stock by management
is based upon information furnished by each person using "beneficial
ownership" concepts set forth in rules of the SEC under Section 13 of the
Securities Exchange Act. Under such rules, a person is deemed to be a
"beneficial owner" of a security if that person has or shares "voting
power", which includes the power to vote or to direct the voting of such
security, or "investment power", which includes the power to dispose or to
direct the disposition of such security. The person is also deemed to be a
beneficial owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under such rules, more than one person
may be deemed to be a beneficial owner of the same securities, and a person
may be deemed to be a beneficial owner of securities as to which he or she
may disclaim any beneficial interest. Unless otherwise indicated, each
person possessed sole voting and investment power with respect to the shares
of Common Stock listed.
(2) Includes 18,680 shares that may be acquired by exercise of options
exercisable within 60 days and 1,600 shares held in Mr. Hemmer's individual
retirement account.
(3) The Common Stock beneficially owned constitutes less than 1.0% of the shares
outstanding as of December 31, 1998.
(4) Includes 600,000 shares that could be acquired upon conversion of the
Company's Preferred Stock.
(5) Includes 6,000 shares that may be acquired by exercise of options
exercisable within 60 days.
(6) Includes 5,000 shares that may be required by exercise of options
exercisable within sixty (60) days.
(7) Includes 72,600 shares held in a trust for which trust Mr. Morrison serves
as trustee, and 1,000 shares that may be acquired by exercise of options
exercisable within 60 days.
(8) Includes 19,800 shares that may be acquired by exercise of options
exercisable within 60 days.
(9) Includes an aggregate of 87,200 shares that may be acquired by exercise of
options exercisable within 60 days.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act generally requires the
Company's executive officers and directors, and persons who own more than 10
percent of a registered class of the Company's equity securities, to file
reports of beneficial ownership and changes in beneficial ownership with the
SEC. Based solely upon its review of the copies of such Form 3s, 4s and 5s and
other reports received by it, or upon written representations obtained from
certain reporting persons, the Company believes that, during 1998, all Section
16(a) filing requirements applicable to its officers, directors and
greater-than-ten-percent stockholders were complied with.
14
<PAGE> 18
STOCKHOLDERS' PROPOSALS FOR 2000 ANNUAL MEETING
Proposals from Company stockholders intended to be presented at the 2000
Annual Meeting must be received by the Company at its principal executive
offices on or before December 18, 1999, in order to be included in the Company's
Proxy Statement and form of Proxy relating to the 2000 Annual Meeting. All other
stockholder proposals intended to be presented at the 2000 Annual Meeting must
be received by the Company at its principal executive offices on or before April
1, 2000.
OTHER INFORMATION
PROXY SOLICITATION
The cost of soliciting Proxies for the 1999 Annual Meeting will be paid by
the Company. In addition to the solicitation of stockholders of record by mail,
telephone or personal contact, the Company will be contacting brokers, dealers,
banks or voting trustees or their nominees, who can be identified as record
holders of the Company stock. Such holders, after inquiry by the Company, will
provide information concerning quantities of proxy materials and Annual Reports
needed to supply such materials to the beneficial owners, and the Company will
reimburse them for the expense of mailing proxy materials and 1998 Annual
Reports to such persons.
MISCELLANEOUS
The management of the Company knows of no other matters that are to be
brought before the 1999 Annual Meeting. If any other matters come properly
before the 1999 Annual Meeting, the persons designated as Proxies will vote on
such matters in accordance with their best judgment.
15
<PAGE> 19
- - --------------------------------------------------------------------------------
REVOCABLE PROXY
REPUBLIC BANCSHARES, INC.
PROXY SOLICITED BY AND ON BEHALF OF THE
BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON MAY 18, 1999
The Undersigned hereby appoints William R. Hough and William J. Morrison,
or either of them, with individual power of substitution, proxies to vote all
shares of the Common or Series A Preferred Stock of Republic Bancshares, Inc.
(the "Company") which the undersigned is entitled to vote at the Annual Meeting
of Stockholders to be held at The Heritage Hotel, 234 Third Avenue North,
St. Petersburg, Florida, on May 18, 1999, at 9:00 a.m., local time, or any
adjournment thereof.
SAID PROXIES WILL VOTE ON THE PROPOSALS SET FORTH IN THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT AS SPECIFIED ON THIS CARD AND ARE AUTHORIZED TO
VOTE IN THEIR DISCRETION AS TO ANY OTHER BUSINESS WHICH MAY COME PROPERLY
BEFORE THE MEETING. IF A VOTE IS NOT SPECIFIED, SAID PROXIES WILL VOTE FOR
PROPOSALS I AND II.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
- - --------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
<PAGE> 20
- - -------------------------------------------------------------------------------
Please mark [x]
your votes as
indicated in
the example
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
The Board of Directors Recommends a Vote FOR WITHHELD FOR AGAINST ABSTAIN
"FOR" Proposals I and II.
I. Election of Directors: [ ] [ ] II. Ratifying the appointment [ ] [ ] [ ]
Authority for the election of seven of Arthur Anderson, LLP.
directors to serve until the 2000 as Independent public
Annual Meeting of Stockholders: accountants for the Company
and its wholly-owned subsidiary,
William C. Ballard: Republic Bank, for the fiscal year
Fred Hemmer: ending December 31, 1999.
Marla Hough:
William R. Hough:
Alfred T. May:
William J. Morrison:
John W. Sapanski:
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
list name(s) below:
</TABLE>
<TABLE>
<S> <C>
Please sign exactly as 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 in full corporate name by President or
other authorized officer. If a partnership, please sign in partnership
name by authorized person
Dated:
-------------------------------------------------------------------
-------------------------------------------------------------------
Signature
-------------------------------------------------------------------
Signature if held jointly
(PLEASE MARK, SIGN ABOVE, DATE, AND RETURN THIS PROXY
PROMPTLY IN THE ENVELOPE FURNISHED)
</TABLE>
- FOLD AND DETACH HERE -
