<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 [ ]
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))
[X] Definitive Proxy Statement
[ ] 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):
[ ] 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 2000 Annual Meeting will be
held at The Heritage Hotel, 234 Third Avenue North, St. Petersburg, Florida
33701, on April 18, 2000. 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 2000 Annual Meeting, you will be asked to consider and vote upon
(i) the election of seven directors to serve until the 2001 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, 2000, and (iii) such other
business as may properly come before the 2000 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 2000 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 2000
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,
1999, please let us hear from you.
Sincerely,
/s/ William R. Hough
------------------------------------
William R. Hough
Chairman of the Board of the Company
<PAGE> 3
REPUBLIC BANCSHARES, INC.
111 SECOND AVENUE, N.E.
ST. PETERSBURG, FLORIDA 33701
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 18, 2000
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 April 18, 2000, at
9:00 a.m., local time (the "2000 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 2001 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, 2000;
3. OTHER BUSINESS. To transact such other business as may properly come
before the 2000 Annual Meeting or any adjournment thereof.
Only stockholders of record of the Company at the close of business on
March 15, 2000, 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
2000 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 2000 Annual Meeting.
By Order of the Board of Directors
Christopher M. Hunter
Secretary
March 16, 2000
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 2000 ANNUAL MEETING. IF YOU ATTEND THE 2000 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 APRIL 18, 2000
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 Company's solicitation of Proxies 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 April 18, 2000, or any adjournment
thereof (the "2000 Annual Meeting"). The 2000 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 2001 (the "2001 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, 2000, and (iii) such other
business as may come properly before the 2000 Annual Meeting. We know of no
business that will be presented for consideration at the 2000 Annual Meeting
other than the matters described in this Proxy Statement.
Our principal executive offices are located at 111 Second Avenue, N.E.,
St. Petersburg, Florida 33701. Our telephone number at such offices is (727)
823-7300.
This Proxy Statement is dated March 16, 2000, and is first being mailed
to the stockholders of the Company on or about March 22, 2000.
RECORD DATE, SOLICITATION, AND REVOCABILITY OF PROXIES
We have fixed the close of business on March 15, 2000, as the record
date for the determination of the Company stockholders entitled to receive
notice of and vote at the 2000 Annual Meeting. At the close of business on
February 29, 2000, there were 10,555,889 shares of Common Stock issued and
outstanding. Also at the close of business on such date there were 75,000 shares
of Preferred Stock issued and outstanding. 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, 1999, 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 2000 Annual Meeting for
each share of the Common Stock held of record at the close of business March 15,
2000. Holders of Preferred Stock are entitled to ten votes on each matter
considered and voted upon at the 1999 Annual Meeting for each share of Preferred
Stock held of record at the close of business March 15, 2000, and will vote with
the holders of Common Stock on all matters to be voted on at the 2000 Annual
Meeting.
3
<PAGE> 5
Shares of the Common and Preferred Stock represented by a properly
executed Proxy, if we receive the Proxy in time and it is not revoked, will be
voted at the 2000 Annual Meeting in accordance with the instructions indicated
in such Proxy. IF A STOCKHOLDER DOES NOT INDICATE HOW HIS OR HER SHARES SHOULD
BE VOTED, THE SHARES REPRESENTED BY THE PROPERLY COMPLETED PROXY WILL BE VOTED
IN FAVOR OF PROPOSALS ONE AND TWO DISCUSSED BELOW. IF ANY OTHER MATTERS ARE
PROPERLY PRESENTED AT THE ANNUAL MEETING FOR CONSIDERATION, THE PERSONS NAMED AS
PROXIES AND ACTING THEREUNDER WILL HAVE THE DISCRETION TO VOTE ON THOSE MATTERS
ACCORDING TO THEIR BEST JUDGMENT. AS OF THE DATE OF THIS PROXY STATEMENT, THE
COMPANY DOES NOT ANTICIPATE THAT ANY OTHER BUSINESS WILL BE RAISED AT THE 2000
ANNUAL MEETING.
In determining whether a quorum exists at the 2000 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 2000 Annual Meeting is a majority of the shares
of stock represented and entitled to vote at the 2000 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 2000 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 2000 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.
OUR 1999 ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999,
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:
CHRISTOPHER M. HUNTER, SECRETARY.
4
<PAGE> 6
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The 2000 Annual Meeting is being held, in part, to elect seven (7)
directors of the Company to serve one-year terms of office. Our By-laws
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.
Our Board of Directors currently has seven members. Two of our directors,
Messrs. John Sapanski and Fred Hemmer, have elected not to stand for reelection.
We have nominated two additional persons, William R. Klich, who has been
appointed President and Chief Executive Officer of the Company and the Bank, and
Charles J. Thayer, currently a director of the Bank, to fill the vacancies which
will be created when Messrs. Sapanski's and Hemmer's terms expire.
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 2000 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 of our current
directors who is standing for re-election as well as the two additional
nominees, Charles J. Thayer and William R. Klich; a description of his or her
positions and offices with the Bank and the Company (other than as director), if
any; and a brief description of his or her principal occupation and business
experience during at least the last five years. Except for William C. Ballard,
who was elected to our Board of Directors in 1999, and Messrs. Thayer and Klich,
who have been nominated for election in 2000 to our Board of Directors, 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. Each director of the
Company will continue in office until the 2001 Annual Meeting and until his
successor is elected or qualified. 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>
NAME, AGE AND YEAR PRINCIPAL OCCUPATION
FIRST ELECTED A DIRECTOR DURING PAST FIVE YEARS
- ------------------------ ----------------------
<S> <C>
William C. Ballard, 62 Partner, Vice President and Treasurer of Fisher and Sauls, P.A., a law firm, since
Director Since: 1999 1979; Trustee and former Chairman of Childrens Health Systems, Inc., a Florida
non-profit corporation and parent company of All Childrens Hospital since 1991.
Marla Hough, 42 President of Hough Engineering, Inc., an engineering consulting firm, Bradenton,
Director Since: 1995 Florida from March 1997, Vice President of Bishop & Associates, Bradenton, Florida,
an engineering, planning and surveying firm, from 1992 to February 1997.
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
NAME, AGE AND YEAR PRINCIPAL OCCUPATION
FIRST ELECTED A DIRECTOR DURING PAST FIVE YEARS
- ------------------------ ----------------------
<S> <C>
William R. Hough, 73 Chairman of the Company since July 23, 1999. Chairman of William R. Hough & Co.,
Director Since: 1995 St. 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.
William R. Klich, 55 Director of the Bank, President and Chief Executive Officer of the Company and the
Nominee to the Board Bank since March 15, 2000; Chairman and CEO of Sun Bank/Gulf Coast from 1993 to
March, 2000; regional corporate banking executive of SunTrust Bank of Florida from
1993 to 1996.
Alfred T. May, 62 President of the Bank from December 10, 1998 to March 15, 2000; Chairman of the
Director Since: 1995 Company from April 1, 1999 to July 23, 1999; Chairman of the Bank since April 1,
1999; President and Chief Executive Officer of the Company from April 1, 1999 to
March 15, 2000; 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, 67 President of William J. Morrison & Company, P.A., Tampa, Florida, a certified public
Director Since: 1995 accounting firm, since June 1, 1995; President of Morrison & Delarbre, P.A., a
certified public accounting firm, since June 1, 1974 to May 31, 1995.
Charles J. Thayer, 56 Director of the Bank since September, 1999; Chairman and Managing Director of
Nominee to the Board Chartwell Capital, Ltd., a private NASD member investment firm, since 1989; Advisory
Director of the Louisville Community Development Bank, Louisville, Kentucky; Board of
Directors of Cogeneration Corporation of America, Minneapolis, Minnesota, from April
1996, until the sale of the company in December 1999; Board of Directors of Sunbeam
Corporation from October 1990 until April 1997, serving as Chairman of the Board and
interim Chief Executive Officer from January 1993 until August 1993 and as Vice
Chairman from April 1996 until August 1996; Trustee of Cystic Fibrosis Foundation since
1980 and currently Vice Chairman of the Foundation and Chairman of the Board of Cystic
Fibrosis Services.
</TABLE>
DIRECTOR COMPENSATION
All of our directors, as well as the two nominees Messrs. Thayer and
Klich, 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
$1000 for attendance at Board meetings ($500 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. During 1999, directors who were not
also executive officers or employees of the Bank, were granted non-qualified
stock options to purchase an aggregate of 25,000 shares of the Company's Common
Stock at its then-current market value. Our directors receive no other
compensation than as described above.
6
<PAGE> 8
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
Our Board of Directors held 17 meetings during 1999, and the Board of
Directors of the Bank held 20 meetings in 1999. During 1999, 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 1999 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 1999, the Audit Committee held 3 meetings. The members of the
Audit Committee are Messrs. Morrison (Chairman), Ballard, Thayer and Ms. Hough.
Messrs. Hough, and May 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 1999, the Loan
Committee held 54 meetings. The members of the Loan Committee are Messrs.
Morrison (Chairman), Hemmer, May, Hough, Ballard 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 1999, the Compensation Committee held 6 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. Our executive
officers are William R. Hough, who serves as Chairman of the Board of the
Company, William R. Klich, who serves as President and Chief Executive Officer
of the Company and the Bank, and William R. Falzone, who is the Company's
Treasurer and Vice President. Mr. Hough is not employed by the Bank. Information
regarding Mr. Klich and Mr. Falzone is provided in the list of executive
officers of the Bank below.
William R. Klich (55) - Director of the Bank, President and Chief
Executive Officer of the Company and the Bank since March 15, 2000; Chairman and
CEO of SunTrust Bank, Gulf Coast from 1993
7
<PAGE> 9
to March, 2000; regional corporate banking executive of SunTrust Bank of Florida
from 1993 to 1996; CEO of Coast Bank, F.S.B. from 1990 to 1993.
Alfred T. May (62) - Mr. May, until the hiring of Mr. Klich as
President and Chief Executive Officer on March 15, 2000, served as Chief
Executive Officer since April 1999 and President since December 1998. Mr. May
formerly served as Director and Chairman of the Board with FFO and its
subsidiary Firstate Federal Savings and Loan of Osceola County, and President of
Mid-State Federal Savings Bank. Mr. May has more than 39 years experience in the
banking industry.
Fred Hemmer (45) - Mr. Hemmer has served as Senior Executive Vice
President of the Bank in charge of Corporate Banking and Special Assets 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 was
employed by Arthur Andersen & Co. from 1976 to 1980. Mr. Hemmer is also a
licensed real estate broker and certified general contractor.
William R. Falzone (52) - Mr. Falzone has served as Treasurer of the
Company since March 1996 and First Executive Vice President and Chief Financial
Officer of the Bank since February 1994. He was employed at Florida Federal from
1983 through 1991 where he served as Senior Vice President and Controller and as
Director of Financial Services. More recently, he was a Senior Consultant for
Stogniew and Associates, a nationwide consulting firm. He has more than 25 years
of banking experience and is a certified public accountant.
John W. Fischer, Jr. (52) - Mr. Fischer has served as Executive Vice
President of the Bank in charge of Consumer Banking since December 1993. He has
more than 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, Regional Vice
President of Great Western Bank in Miami and Executive Vice President/Consumer
Financial Services for Florida Federal. Mr. Fischer holds a life, health annuity
and Series 7 securities license.
Christopher M. Hunter (49) - Mr. Hunter has served as Secretary of the
Company since its inception in November 1995 and has served as First Senior Vice
President and General Counsel of the Bank since March 1995. Mr. Hunter has been
a member of the Florida Bar for 17 years working primarily with financial
institutions. Mr. Hunter formerly served as Corporate Counsel for Florida
Federal Savings Bank, staff counsel with the Resolution Trust Corporation, and
general partner of Stock, Gouze & Hunter, P.A.
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.
8
<PAGE> 10
EXECUTIVE COMPENSATION
Set forth below are certain data and information in regard to the
compensation and benefits provided to the two chief executive officers and other
executive officers of the Company and the Bank in 1999, including the four other
most highly compensated executive officers other than the chief executive
officers whose annual salaries and bonuses exceeded $100,000 during 1999
(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 1999, there were four named
executive officers in addition to two chief executive officers whose annual
salary and bonuses exceeded $100,000.
9
<PAGE> 11
SUMMARY COMPENSATION TABLE
The table below sets forth certain elements of compensation for the
named executive officers for 1997 through 1999.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
Annual Compensation Awards Payouts
- -------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- -------------------------------------------------------------------------------------------------------------------------------
Name and Restricted Securities All Other
Principal Positions Incentive Stock Underlying LTIP Compen-
(with the Bank, unless Year Salary Awards Other Award(s) Options/ Pay-outs sation
otherwise indicated) ($) ($) ($) ($) SARs (#) ($) ($)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ALFRED T. MAY, CHIEF 1999 104,608 - - - 30,000 - 900(3)
EXECUTIVE OFFICER FROM 1998 4,154 - - - - - -
APRIL 1, 1999 TO 1997 - - - - - - -
DECEMBER 31, 1999
- -------------------------------------------------------------------------------------------------------------------------------
John W. Sapanski, 1999 218,958 - - - 10,000 - 2,500(3)
CEO prior to April 1, 1999 1998 254,478 - 333,625(2) - 11,000 - 5,022(3)
1997 231,983 100,300(1) - - 6,000 - 3,118(3)
- -------------------------------------------------------------------------------------------------------------------------------
Fred Hemmer 1999 176,200 44,000(1) - - 20,900 - 2,500(3)
Chief Lending Officer 1998 150,430 16,500(1) 74,531(2) - 9,900 - 5,445(3)
And Senior Executive 1997 135,175 33,317(1) - - 4,900 - 4,874(3)
Vice President in
Charge of Corporate
Banking and Special
Assets
- -------------------------------------------------------------------------------------------------------------------------------
John W. Fischer, Jr. 1999 125,326 28,704(1) - - 18,000 - 2,051(3)
First Executive Vice 1998 120,305 12,000(1) - - 2,000 - 4,850(3)
President in Charge 1997 100,194 22,823(1) - - 1,800 - 3,786(3)
of Consumer Banking
Division
- -------------------------------------------------------------------------------------------------------------------------------
William R. Falzone 1999 125,446 28,704(1) - - 18,000 - 1,713(3)
First Executive Vice 1998 120,305 12,000(1) - - 2,000 - 4,029(3)
President 1997 100,194 22,823(1) - - 1,800 - 3,155(3)
in charge of Financial
Services Division
- -------------------------------------------------------------------------------------------------------------------------------
Kathleen A. Reinagel, 1999 90,408 19,950(1) - - 7,800 - 1,467(3)
Executive Vice President 1998 80,000 8,000 1,800 2,284(3)
in charge of Credit and 1997 80,000 16,598 1,800 2,479(3)
Administration
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Bonuses for 1999, 1998 and 1997 were paid in January 2000, 1999 and 1998,
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.
10
<PAGE> 12
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information about option awards made to
the named executive officers during 1999 under the Company's 1995 Stock Option
Plan.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Potential realizable value at assumed
annual rates of stock price
appreciation for option term
Individual Grants
- -----------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
- -----------------------------------------------------------------------------------------------------------------------------------
Number of
Securities % of Total
Underlying Options/
Options/SARs SARs Granted Exercise or
Granted (#) to Employees Base Price Expiration
Name (1) in Fiscal Year ($/Share) Date 5% ($) (2) 10% ($) (2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Alfred T. May 20,000 17.63 3/02/09 221,685 561,794
10,000 12.63 12/17/09 79,398 201,210
------ ------ ------- -------
Total 30,000 11.2% 15.96 301,083 763,004
- -----------------------------------------------------------------------------------------------------------------------------------
John W. Sapanski 10,000 3.7% 17.63 3/02/09 110,843 280,897
- -----------------------------------------------------------------------------------------------------------------------------------
Fred Hemmer 10,000 14.13 1/05/09 88,831 225,116
4,900 17.63 3/02/09 54,313 137,640
6,000 12.63 12/16/09 47,639 120,726
------ ------ ------- -------
20,900 7.8% 14.51 190,783 483,482
- -----------------------------------------------------------------------------------------------------------------------------------
John Fischer 10,000 14.13 1/05/09 88,831 225,116
2,000 17.63 3/02/09 22,169 56,179
6,000 12.63 12/16/09 47,639 120,726
------ ------ ------- -------
18,000 6.7% 14.01 158,639 402,022
- -----------------------------------------------------------------------------------------------------------------------------------
William R. Falzone 10,000 14.13 1/05/09 88,831 225,116
2,000 17.63 3/02/09 22,169 56,179
6,000 12.63 12/16/09 47,639 120,726
------ ------ ------- -------
18,000 6.7% 14.01 158,639 402,022
- -----------------------------------------------------------------------------------------------------------------------------------
Kathleen A. Reinagel 1,800 14.63 1/27/09 16,556 41,955
6,000 12.63 12/16/09 47,639 120,726
------ ------ ------- -------
7,800 2.9% 13.09 64,194 162,681
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Twenty percent of the shares of Common Stock covered by options granted in
1999 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.
11
<PAGE> 13
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 1999 of options granted under the Company's 1995 Stock Option
Plan, including the aggregate value of gains on the date of exercise. In
addition, this table includes the number of shares covered by both exercisable
and non-exercisable options as of December 31, 1999. 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>
Alfred T. May - - 12,000 -
23,000 -
- --------------------------------------------------------------------------------------------------------------------
John W. Sapanski - - 28,800 9,600
15,000 -
- --------------------------------------------------------------------------------------------------------------------
Fred Hemmer - - 28,760 9,800
21,640 -
- --------------------------------------------------------------------------------------------------------------------
John W. Fischer, Jr. - - 13,280 3,600
13,920 -
- --------------------------------------------------------------------------------------------------------------------
William R. Falzone - - 13,280 3,600
13,920 -
- --------------------------------------------------------------------------------------------------------------------
Kathleen A. Reinagel - - 8,220 3,000
7,680 -
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Market value of underlying Common Stock at exercise date, minus the exercise
price.
EMPLOYMENT CONTRACTS
Except as described below, the Company and the Bank do not enter into
employment agreements with their executive officers. However, the Bank entered
into an employment agreement with John W. Sapanski on March 2, 1999. Under the
terms of the employment agreement, which became effective following his
retirement as Chairman and Chief Executive Officer of the Company and the Bank
and will remain in effect until April 1, 2001, Mr. Sapanski continues to be
employed by the Bank as the Special Transition Officer and Chairman of the
Strategic Planning Committee, for which he receives an annual salary of
$195,000. 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.
12
<PAGE> 14
annual salary.
The Company and the Bank have also entered into an employment
agreement with William R. Klich, who will be retained for a 3-year term
beginning March 15, 2000 as President and Chief Executive Officer of the
Company and the Bank. Initially, he will receive a base annual salary of
$250,000 plus an incentive bonus not to exceed 50% of the base salary and a
minimum of $75,000 in the first year. The contract also provides for a
relocation allowance of $41,000 and life insurance and disability benefits. Mr.
Klich also is to receive 50,000 incentive stock options and 50,000
non-qualified stock options, each option agreement to provide for 20% per year
vesting over a period of five years. In the event Mr. Klich is involuntarily
terminated within two years after a change in control, as defined above, he
would be entitled to a lump sum equal to three times his annual salary. In
addition, Mr. Klich would be entitled to two times his annual salary in the
event he voluntarily terminates his employment at least six months and no more
than 24 months after a change in control.
The Bank has also entered into severance agreements with Fred Hemmer,
William R. Falzone, John W. Fisher, Jr., and Kathleen A. Reinagel. In the event
that any of these four 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, Messrs. Hemmer,
Falzone and Fischer would be entitled to a lump sum equal to three times that
executive's annual salary and Ms. Reinagel would be entitled to a lump sum
equal to two times her salary. In addition, Messrs. Hemmer, Falzone and Fischer
would be entitled to two times his annual salary and Ms. Reinagel would be
entitled to one times her salary in the event said named executive officer
voluntarily terminates such officer's employment at least six months and no
more than 24 months after a change in control or appointment of a new chief
executive officer.
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.
13
<PAGE> 15
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 1999. In 1999, 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. At this time, because of our compensation levels, we
do not appear to be at risk of losing deductions under the recently enacted
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. As a result, we have 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 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.
14
<PAGE> 16
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 Company's two CEOs
in 1999, the Compensation Committee appraised the overall business strategy and
management's initiatives to maximize returns to stockholders.During 1999, the
compensation paid to Alfred T. May was $104,608. A total of $74,660 of 1999
compensation was paid to John W. Sapanski prior to March 31, 1999, during which
time Mr. Sapanski was acting as Chairman and Chief Executive Officer of the
Bank and the Company. The remaining $144,297 of 1999 compensation received by
Mr. Sapanski after March 31, 1999 was paid in accordance with the amounts
agreed to as set forth in Mr. Sapanski's employment agreement. Such amounts,
in turn were, based on an assessment by the Company of the value of the
services rendered by Mr. Sapanski in the past as Chairman and Chief Executive
Officer and these services to be rendered through April 1, 2001 as Special
Transition Officer and Chairman of the Strategic Planning Committee.
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.
/s/ William R. Hough /s/ William J. Morrison /s/ Marla Hough
/s/ William C. Ballard
15
<PAGE> 17
PERFORMANCE GRAPH
The following graph compares the monthly, cumulative total return on
the Common Stock from 1994 through 1999, 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.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
REPUBLIC BANCSHARES, INC. 100 130 138 241 119 114
INDEPENDENT BANK INDEX 100 122 155 235 246 222
NASDAQ INDEX 100 141 174 213 300 542
</TABLE>
16
<PAGE> 18
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 1999 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 1999, 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 1999 were
approximately $50,054.00.
For additional information about the Company and the Bank's transactions with
companies that are affiliates of William R. Hough, a director and Chairman of
the Company who is a member of the Bank's Compensation Committee, see
"Compensation Committee Interlocks and Insider Participation" below.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. William R. Hough, is chairman of the Board, a director and the largest
shareholder of the Company. Mr. Hough is also President and the controlling
shareholder of William R. Hough & Co. ("WRHC"), a NASD-member
investment-banking firm. During 1999, we entered into an agreement with WRHC
whereby the firm would act as our agent in open-market purchases of securities.
WRHC is compensated under that agreement on a commission basis. During 1999, we
sold $241.3 million of mortgage-backed securities in open-market transactions
through WRHC. We also periodically purchase securities from WRHC under
agreement to repurchase at a rate based on the prevailing federal funds rate
and one-eighth of 1%, per an agreement entered into on August 15, 1995.
In September 1999, WRHC acted as sales agent for a private placement to
accredited investors of $15.0 million of our 7.0% convertible subordinated
debentures maturing on October 1, 2014. WRHC was paid fees in an amount equal
to $215,000 and was reimbursed for out-of-pocket expenses.
WRHC offers sales of insurance and mutual fund products and investment advisory
services on our premises. We are paid 50% of the net profits earned from sales
of investment products on our premises. The Company fee income earned from this
relationship of $58,200 and $24,000 during 1999 and 1998, respectively.
17
<PAGE> 19
Mr. May, President, Chairman and CEO of the Bank and the Company, was a member
of the Compensation Committee during 1999. He was appointed President of the
Bank on December 10, 1998 and Chief Executive Officer of the Bank on April 1,
1999. 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, 2000, 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 us that neither the firm nor any of its
partners has any direct or material interest in the Company except as our
auditors and independent certified public accountants.
A representative of Arthur Andersen, LLP, is expected to attend the
2000 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 2000 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, 2000.
[Balance of page intentionally left blank]
18
<PAGE> 20
PRINCIPAL STOCKHOLDERS
The following table lists, as of January 31, 2000, each holder of
record of the Common Stock (including shares of common stock to be acquired
upon conversion of the Preferred Stock) who is known by the Company 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 4,078,149 (2)(3) 35.3
William R. Hough & Company
100 Second Avenue South
Suite 800
St. Petersburg, Florida 33701
- -------------------------------------------------------------------------------
A group consisting of the following
individuals: 1,114,813 9.6
George P. Bauer
Thomas B. Hunter, III
Richard D. Michaels
Adeline S. Morrison
Harold H. Morrison
Helen H. Morrison
Lois L. Morrison
Margot M. Brinley
Amy M. Heinrich
Harrison I. Steans
Heather A. Steans
Jennifer W. Steans
Robin M. Steans
Duncan M. Toll
</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 2,000 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 and as to which Mr. Hough disclaims
any beneficial ownership.
19
<PAGE> 21
SECURITY OWNERSHIP OF MANAGEMENT
The following table lists, as of January 31, 2000, the amount and
percentage of Common Stock held by each individual director and director
nominee of the Company (including shares of Common Stock that could be acquired
upon conversion of the 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>
William C. Ballard 13,300 (3)
William R. Falzone 22,480 (3)
John W. Fischer, Jr. 18,280 (3)
Fred Hemmer 37,385 (2) (3)
Marla Hough 9,500 (5) (3)
William R. Hough 4,078,149 (4) 35.3
William R. Klich 0 0
Alfred T. May 92,000 (6) (3)
William J. Morrison 81,150 (8) (3)
Kathy Reinagel 8,220 (3)
John W. Sapanski 506,172 (9) 4.4
Charles J. Thayer 13,500(10) (3)
All directors and 4,891,986(11) 42.3
principal officers
as a group (12 persons)
</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 28,760 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 February 29, 2000.
(4) Includes 600,000 shares that could be acquired upon conversion of the
Company's Preferred Stock.
20
<PAGE> 22
(5) Includes 8,500 shares that may be acquired by exercise of options
exercisable within 60 days.
(6) Includes 12,000 shares that may be required by exercise of options
exercisable within sixty (60) days.
(7) Includes 1,500 shares that may be reacquired by exercise of options
exercisable within sixty (60) days.
(8) Includes 72,600 shares held in a trust for which trust Mr. Morrison serves
as trustee, and 3,500 shares that may be acquired by exercise of options
exercisable within 60 days.
(9) Includes 28,800 shares that may be acquired by exercise of options
exercisable within 60 days.
(10) Includes 500 shares that may be reacquired by exercise of options
exercisable within sixty (60) days.
(11) Includes an aggregate of 131,800 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 our
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. The
Company's review of beneficial ownership forms filed with it pursuant to
Section 16 of the Securities Act of 1934, as amended, indicates that during
1999 two Form 4's of the Company's Chairman of the Board Mr. William R. Hough,
which referenced three transactions in the Company's Common Stock, were not
filed in a timely manner.
STOCKHOLDERS' PROPOSALS FOR 2001 ANNUAL MEETING
Proposals from our stockholders intended to be presented at the 2001
Annual Meeting must be received by us at our principal executive offices on or
before November 22, 2000, in order to be included in our Proxy Statement and
form of Proxy relating to the 2001 Annual Meeting. All other stockholder
proposals intended to be presented at the 2001 Annual Meeting must be received
by us at our principal executive offices on or before March 1, 2001.
OTHER INFORMATION
PROXY SOLICITATION
The cost of soliciting Proxies for the 2000 Annual Meeting will be
paid by us. In addition to the solicitation of stockholders of record by mail,
telephone or personal contact, we 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 us, will provide information
concerning quantities of proxy materials and Annual Reports needed to supply
such materials to the beneficial owners, and we will reimburse them for the
expense of mailing proxy materials and 1999 Annual Reports to such persons.
21
<PAGE> 23
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 APRIL 18, 2000
You hereby appoint 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
you are entitled to vote at the Annual Meeting of Stockholders to be held at
The Heritage Hotel, 234 Third Avenue North, St. Petersburg, Florida 33701, on
April 18, 2000, at 9:00 a.m., local time, or any adjournment thereof.
ALL SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON THE PROPOSALS SET FORTH
IN THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT AS SPECIFIED ON THIS CARD.
IF A VOTE IS NOT SPECIFIED ON THIS CARD, THE SHARES WILL BE VOTED FOR PROPOSALS
I AND II. IF ANY OTHER BUSINESS MAY PROPERLY COME BEFORE THE MEETING, THE
PERSONS NAMED AS PROXIES AND ACTING THEREUNDER WILL HAVE DISCRETION TO VOTE ON
SUCH MATTERS ACCORDING TO THEIR BEST JUDGMENT.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 24
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' PROPOSALS I AND II
I. Election of Directors: Authority for the election of seven directors
to serve until the 2001 Annual Meeting of Stockholders: William C.
Ballard; Maria Hough; William R. Hough; William R. Klich, Alfred T.
May; William J. Morrison; and Charles J. Thayer.
FOR AGAINST ABSTAIN
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), list name(s) below:
----------------------------------------------------------------------
WITHHELD
II. Ratifying the appointment of Arthur Andersen, LLP, as independent
accountants for the Company and Republic Bank for the fiscal year
ending December 31, 2000.
FOR AGAINST ABSTAIN
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)
