<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:
[ ] 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
JACKSONVILLE BANCORP, 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)(4) 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:
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(4) Date filed:
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<PAGE> 2
[JACKSONVILLE BANCORP LOGO]
January 2, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Jacksonville Bancorp, Inc. The meeting will be held at the Norman Activity
Center, located at 526 East Commerce Street, Jacksonville, Texas, on Wednesday,
January 22, 1997 at 10:00 a.m., Central Time. The matters to be considered by
stockholders at the Annual Meeting are described in the accompanying materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend the
meeting in person. We urge you to mark, sign, and date your proxy card today and
return it in the envelope provided, even if you plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will ensure that
your vote is counted if you are unable to attend.
Your continued support of and interest in Jacksonville Bancorp, Inc. are
sincerely appreciated.
Sincerely,
/s/ CHARLES BROADWAY
Charles Broadway
Chief Executive Officer
<PAGE> 3
JACKSONVILLE BANCORP, INC.
COMMERCE AND NECHES STREETS
JACKSONVILLE, TEXAS 75766
(903) 586-9861
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 22, 1997
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders of
Jacksonville Bancorp, Inc, ("Company") will be held at the Norman Activity
Center, located at 526 East Commerce Street, Jacksonville, Texas on Wednesday,
January 22, 1997, at 10:00 a.m., Central Time, for the following purposes, all
of which are more completely set forth in the accompanying Proxy Statement:
1. To elect three directors of the Company for a three-year term and
until their successors are elected and qualified;
2. To ratify the appointment of Henry & Peters, P.C. as the
Association's independent auditors for the fiscal year ending September 30,
1997; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors of the Company has fixed December 6, 1996 as the
voting record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting. Only those stockholders of record as of the
close of business on that date will be entitled to vote at the Annual Meeting or
at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ SANDRA THOMPSON
Sandra Thompson, Secretary
January 2, 1997
Jacksonville, Texas
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT
THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THIS MEETING,
YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN MAY BE REVOKED
BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE> 4
JACKSONVILLE BANCORP, INC.
------------------------------------------
PROXY STATEMENT
------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 22, 1997
GENERAL
This Proxy Statement is being furnished to the stockholders of the Company
in connection with the solicitation of proxies by the Board of Directors for use
at its Annual Meeting of Stockholders ("Annual Meeting") to be held at the
Norman Activity Center, located at 526 East Commerce Street, Jacksonville,
Texas, on Wednesday, January 22, 1997, at 10:00 a.m., Central Time, and at any
adjournment thereof, for the purposes set forth in the Notice of Annual Meeting
of Stockholders. This Proxy Statement is first being mailed to stockholders on
or about January 2, 1997.
VOTING RIGHTS
Only the holders of record of the outstanding shares of the common stock,
$0.01 par value per share, of the Company ("Common Stock") at the close of
business on December 6, 1996 (the "Voting Record Date") will be entitled to
notice of and to vote at the Annual Meeting. At such date, there were 2,664,265
shares of Common Stock issued and outstanding.
Each share of Common Stock is entitled to one vote at the Annual Meeting on
all matters properly presented at the meeting. Directors are elected by a
plurality of the votes cast with a quorum present. The affirmative vote of the
holders of a majority of the total votes present, in person or by proxy, at the
Annual Meeting is required for approval of the proposal to ratify the
independent auditors. The presence, either in person or by proxy, of the holders
of a majority of the shares of Common Stock outstanding on the Voting Record
Date is necessary to constitute a quorum at the Annual Meeting. Abstentions are
considered in determining the presence of a quorum, but abstentions and broker
non-votes will not effect the vote required to approve the proposals presented
at the Annual Meeting.
PROXIES
Shares of Common Stock represented by properly executed proxies, if such
proxies are received in time and not revoked, will be voted in accordance with
the instructions indicated on the proxies. IF NO INSTRUCTIONS ARE INDICATED,
SUCH PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR DESCRIBED HEREIN, THE
OTHER MATTERS DESCRIBED BELOW AND, IN THE DISCRETION OF THE PROXY HOLDER, AS TO
ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING. ANY HOLDER
OF COMMON STOCK WHO RETURNS A SIGNED PROXY BUT FAILS TO PROVIDE INSTRUCTIONS AS
TO THE MANNER IN WHICH SUCH SHARES ARE TO BE VOTED WILL BE DEEMED TO HAVE VOTED
IN FAVOR OF THE MATTERS SET FORTH IN THE PRECEDING SENTENCE.
A Company stockholder who has given a proxy may revoke it at any time prior
to its exercise at the Annual Meeting by (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) attending the Annual Meeting
and voting in person. All written notices of revocation and other communications
with respect to revocation of proxies should be addressed as follows:
Jacksonville Bancorp, Inc., Commerce and Neches Streets, Jacksonville, Texas
75766, Attention: Secretary.
<PAGE> 5
BENEFICIAL OWNERSHIP
The following table sets forth information as to the Common Stock
beneficially owned, as of December 6, 1996, by the only persons or entities
known to the Company to be the beneficial owners of more than 5% of the Common
Stock and by all directors and officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE
OF PERCENT
BENEFICIAL OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
- ------------------------------------------------------------------------ ------------ -------
<S> <C> <C>
Jacksonville Bancorp, Inc. Employee Stock Ownership Plan................ 202,048 7.6%
Commerce and Neches Streets
Jacksonville, Texas 75766
All directors and officers of the Company as a group (six persons)...... 219,147(2) 8.1%
</TABLE>
- ---------------
(1) Pursuant to rules promulgated by the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), a person or entity is considered to beneficially own shares of Common
Stock if the person or entity has or shares (i) voting power, which includes
the power to vote or to direct the voting of the shares, or (ii) investment
power, which includes the power to dispose or direct the disposition of the
shares. Unless otherwise indicated, a person or entity has sole voting and
sole investment power with respect to the indicated shares. Shares which are
subject to stock options and which may be exercised within 60 days of the
Voting Record Date are deemed to be outstanding for the purpose of computing
the percentage of Common Stock beneficially owned by such person.
(2) Includes in the case of all directors and officers of the Company as a
group, (i) exercisable options to purchase 46,533 shares pursuant to the
Company's 1994 Stock Incentive Plan and 1994 Directors' Stock Option Plan;
(ii) 5,638 shares of Common Stock which were awarded to certain officers of
the Company pursuant to the Company's 1994 Management Recognition Plan
("MRP"); and (iii) 5,244 shares of Common Stock allocated to the account of
the officers in the Company's Employee Stock Ownership Plan (the "ESOP").
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall be
divided into three classes which are as equal in number as possible, and that
the members of each class of directors are to be elected for a term of three
years and until their successors are elected and qualified.
At the Annual Meeting, stockholders of the Company will be asked to elect
three directors of the Company for a three-year term and until their successors
are elected and qualified. The nominees for election as directors were selected
by the Nominating Committee of the Board of Directors and, each nominee
currently serves as a director of the Company. There are no arrangements or
understandings between the persons named and any other person pursuant to which
such person was selected as a nominee for election as a director at the Annual
Meeting. No director or nominee for director is related to any other director or
executive officer of the Company by blood, marriage or adoption, other than that
W.G. Brown and Dr. Joe Tollett are cousins and that Robert F. Brown is the son
of W.G. Brown and the nephew of Dr. Joe Tollett.
If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and vote
for any replacement nominee or nominees recommended by the Board of Directors of
the Company. At this time, the Board of Directors knows of no reason why any of
the nominees may not be able to serve as a director if elected.
2
<PAGE> 6
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
AND DIRECTORS WHOSE TERMS CONTINUE
The following tables present information concerning each nominee for
director and each director whose term continues and reflects his tenure as a
director of the Company, his principal occupation during the past five years as
well as the number of shares of Common Stock beneficially owned by each such
person as of the Voting Record Date.
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
POSITION WITH OWNED AS OF
THE ASSOCIATION AND DECEMBER 6, 1996(1)
PRINCIPAL OCCUPATION
DURING THE DIRECTOR --------------------
NAME AGE PAST FIVE YEARS SINCE NO. %
- ----------------------------- --- ---------------------------------- -------- -------- ---
<S> <C> <C> <C> <C> <C>
Jerry M. Chancellor.......... 54 Director and Executive Vice 1984 25,339(2) 0.9%
President (since 1983) of the
Association
Bill W. Taylor............... 55 Director and Senior Vice President 1993 28,784(3) 1.1
(since 1984) of the Association
Dr. Joe Tollett.............. 68 Director; Retired pediatrician 1973 28,750(4) 1.1
</TABLE>
DIRECTORS WITH TERMS EXPIRING IN 1998
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
POSITION WITH OWNED AS OF
THE ASSOCIATION AND DECEMBER 6, 1996(1)
PRINCIPAL OCCUPATION
DURING THE DIRECTOR --------------------
NAME AGE PAST FIVE YEARS SINCE NO. %
- ----------------------------- --- ---------------------------------- -------- -------- ---
<S> <C> <C> <C> <C> <C>
Ray W. Beall................. 68 Director, Retired, formerly senior 1966 26,320(5) 1.0%
executive for Beall's Department
Store
Robert F. Brown.............. 48 Manager, Brown Lumber Industries, 1995 17,462(6) 0.7
Jacksonville, Texas, since 1994;
partner of Shapiro-Brown,
Dallas, Texas, a management
company for multi-family
properties
</TABLE>
3
<PAGE> 7
DIRECTORS WITH TERMS EXPIRING IN 1999
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
POSITION WITH OWNED AS OF
THE ASSOCIATION AND DECEMBER 6, 1996(1)
PRINCIPAL OCCUPATION
DURING THE DIRECTOR --------------------
NAME AGE PAST FIVE YEARS SINCE NO. %
- ----------------------------- --- ---------------------------------- -------- -------- ---
<S> <C> <C> <C> <C> <C>
Charles Broadway............. 63 Director, President and Chief 1981 36,559(7) 1.4%
Executive Officer (since 1983)
of the Association
W.G. Brown................... 77 Chairman of the Board and 1953 55,933(8) 2.1
Director; Owner of Brown Lumber
Industries, Jacksonville, Texas
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
NOMINEES BE ELECTED AS DIRECTORS
- ---------------
(1) Based on information furnished by the respective individuals. Pursuant to
rules promulgated by the SEC under the Exchange Act, a person or entity is
considered to beneficially own shares of Common Stock if the person or
entity has or shares (i) voting power, which includes the power to vote or
to direct the voting of the shares, or (ii) investment power, which includes
the power to dispose or direct the disposition of the shares. Unless
otherwise indicated, a person or entity has sole voting and sole investment
power with respect to the indicated shares. Shares which are subject to
stock options and which may be exercised within 60 days of the Voting Record
Date are deemed to be outstanding for the purpose of computing the
percentage of Common Stock beneficially owned by such person.
(2) Includes 10,223 shares which may be acquired upon the exercise of
outstanding stock options, 1,753 shares of restricted stock granted pursuant
to the 1994 MRP which are scheduled to vest on March 31, 1997 and 1,709
shares allocated to his account in the ESOP.
(3) Includes 808 shares held jointly with Mr. Taylor's children, 383 shares held
by his wife, 8,130 shares which may be acquired upon the exercise of
outstanding stock options, 1,583 shares of restricted stock granted pursuant
to the 1994 MRP which are scheduled to vest on March 31, 1997 and 1,369
shares allocated to his account in the ESOP.
(4) Includes 3,630 shares held by Dr. Tollett's wife, 3,804 shares held jointly
with his wife, 9,030 shares held in a family trust and 5,178 shares which
may be acquired upon the exercise of stock options.
(5) Includes 5,178 shares which may be acquired upon the exercise of stock
options.
(6) Includes 10,000 shares held in trust for his children.
(7) Includes 15,945 shares held jointly with Mr. Broadway's wife, 12,646 shares
which may be acquired upon the exercise of stock options, 2,302 shares of
restricted stock granted pursuant to the 1994 MRP which are scheduled to
vest on March 31, 1997 and 2,166 shares allocated to his account in the
ESOP.
(8) Includes 423 shares held as custodian for Mr. Brown's children, 35,446
shares held by a company which Mr. Brown owns, 14,886 shares held in a
family trust and 5,178 shares which may be acquired upon the exercise of
stock options.
On October 22, 1996, the Company's shareholders approved the 1996 Stock
Option Plan and the 1996 Management Recognition Plan. On that date following the
approval of the plans, grants of restricted stock and stock options were made to
the Company's directors and executive officers.
4
<PAGE> 8
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Regular meetings of the Board of Directors of the Company are held once a
month and special meetings of the Board of Directors of the Company are held
from time-to-time as needed. There were 14 meetings of the Board of Directors of
the Company held during fiscal 1996. No director attended fewer than 75% of the
total number of meetings of the Board of Directors of the Company held during
fiscal 1996 and the total number of meetings held by all committees of the Board
on which the director served during such year.
The Company's business is primarily conducted through Jacksonville Savings
& Loan Association ("Jacksonville"), a Texas-chartered savings and loan
association and a wholly owned subsidiary of the Company. The Board of Directors
of Jacksonville has established various committees, including Audit, Investment,
REO Disposition and Salary committees.
The Audit Committee reviews and makes recommendations regarding
Jacksonville's annual audit and meets on an as needed basis. The Audit Committee
currently consists of Messrs. Brown and Taylor. The Audit Committee met once in
fiscal 1996.
The REO Disposition Committee reviews proposed real estate owned
transactions and marketing strategies for approval and approves the disposition
of particular parcels of real estate owned. The REO Disposition Committee
currently consists of each member of the Board of Directors. The REO Disposition
Committee meets quarterly and met four times in fiscal 1996.
The Salary Committee reviews and makes recommendations to the Board on
employee salaries. The Salary Committee currently consists of Ray Beall, Charles
Broadway, W.G. Brown, Dr. Joe Tollett and Jerry Chancellor. The Salary Committee
meets on an as needed basis and met three times in fiscal 1996.
Jacksonville's Board of Directors generally reviews and makes
recommendations with respect to investment policies and practices. In the
absence of such Board action, the Investment Committee, currently consisting of
Messrs. Broadway and Taylor and Dr. Tollett, has the authority to act in such
capacity. In fiscal 1996, there were 16 meetings of the Investment Committee.
The entire board of directors serves as the Nominating Committee and each
year nominates individuals for election as directors of the Company. The
Nominating Committee met once time during fiscal 1996.
DIRECTORS' COMPENSATION
During the fiscal year ended September 30, 1996, each member of the Board
of Directors was paid $600 for each Board meeting attended. During the same
period, each member of a Board Committee described above, who is an outside
director was paid $200 per meeting attended. Committee members otherwise do not
receive any fees for committee meetings.
The Company also maintains the 1994 Directors' Stock Option Plan and the
1996 Stock Option Plan pursuant to which non-employee directors of the Company
were granted options to purchase an aggregate of 47,601 shares of Common Stock
at an exercise price of $10.00 per share. In addition, the Company maintains the
1996 MRP pursuant to which non-employee directors of the Company (other than
Robert F. Brown) were granted an aggregate of 9,708 shares of restricted stock
and Messrs. Broadway, Chancellor and Taylor were granted 7,554, 12,020, and
11,407 shares of restricted stock, respectively.
5
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY
The following table sets forth a summary of certain information concerning
the compensation awarded to or paid by [JACKSONVILLE] for services rendered in
all capacities during the last two fiscal years to the President and Chief
Executive Officer of [JACKSONVILLE] and any other executive officer of
[JACKSONVILLE] who received salary and bonuses aggregating more than $100,000
during the last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG TERM COMPENSATION
----------------------------------------- ------------------------------------
AWARDS PAYOUTS
------------------------- -------
OTHER RESTRICTED
NAME AND ANNUAL STOCK LTIP
PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION(2) OPTIONS(3) AWARDS(4) PAYOUTS
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles Broadway........ 1996 $116,816 $20,323 -- -- $ -- --
Chief Executive Officer 1995 116,816 20,323 -- -- -- --
1994 113,672 29,596 -- 13,393 48,670 --
- -----------------------------------------------------------------------------------------------------------------------
Jerry M. Chancellor(6).. 1996 $ 94,856 $16,408 -- -- $ -- --
President 1995 94,856 16,408 -- -- -- --
1994 94,676 23,897 -- 10,826 37,060 --
<CAPTION>
NAME AND ALL OTHER
PRINCIPAL POSITION COMPENSATION
- ---------------------------------------
<S> <C>
Charles Broadway........ $ 40,872(5)
Chief Executive Officer 13,255
13,445
- ---------------------------------------
Jerry M. Chancellor(6).. $ 29,346(7)
President 7,556
7,709
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------
(1) Includes directors fees and fees for services as an officer and director of
JS&L Corp., a subsidiary of Jacksonville.
(2) Does not include amounts attributable to miscellaneous benefits received by
the named executive officer, including the payment of club membership dues.
The costs to Jacksonville of providing such benefits to the named executive
officer during the year ended September 30, 1996 did not exceed the lesser
of $50,000 or 10% of the total of annual salary and bonus reported for such
individual.
(3) Consists of awards granted pursuant to the Association's 1994 Stock
Incentive Plan during the year ended September 30, 1994.
(4) Includes the grant of 4,867 and 3,706 shares of restricted Common Stock
during the year ended September 30, 1994 to Messrs. Broadway and Chancellor
pursuant to the 1994 MRP. After being exchanged pursuant to the exchange
ratio of 1.41785 as a result of Jacksonville's "second step" conversion (the
"Conversion and Reorganization") in fiscal 1996, the restricted shares
granted to Messrs. Broadway and Chanceller had a fair market value of
approximately $87,975 and $66,988 at September 30, 1996, respectively. The
shares granted pursuant to the 1994 MRP vest over a three-year period at the
rate of 33% per year, commencing on March 31, 1995, and the named executive
officer is entitled to all voting and other stockholder rights (including
the right to receive dividends) with respect to such shares.
(5) Includes (i) a premium of $9,597 paid to fund a deferred compensation plan,
(ii) a matching contribution of $3,658 Jacksonville pursuant to a defined
contribution thrift plan and (iii) 2,166 shares allocated to Mr. Broadway's
account in the Company's ESOP which shares had a market value of $27,617 at
September 30, 1996.
(6) Mr. Chancellor became president of the Company and Jacksonville on July 9,
prior to that date, Mr. Broadway had served as president and chief executive
officer.
(7) Includes (i) a premium of $4,602 paid to fund a deferred compensation plan,
(ii) a matching contribution of $2,954 Jacksonville pursuant to a defined
contribution thrift plan and (iii) 1,709 shares allocated to Mr.
Chancellor's account in the Company's ESOP which shares had a market value
of $21,790 at September 30, 1996.
6
<PAGE> 10
STOCK OPTIONS
The following table sets forth certain information concerning exercises of
stock options granted pursuant to the Company's 1994 Stock Incentive Plan by the
named executive officers during the year ended September 30, 1996 and options
held at September 30, 1995.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
- ------------------------------------------------------------------------------------------------------------
NUMBER OF
EXERCISABLE VALUE OF
SHARES OPTIONS EXERCISABLE
ACQUIRED ON AT OPTIONS AT
NAME EXERCISE VALUE REALIZED YEAR END YEAR END(1)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles Broadway............................. $-- $-- 12,646 $72,082
- ------------------------------------------------------------------------------------------------------------
Jerry M. Chancellor.......................... $-- $-- 10,223 $58,271
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>
- ---------------
(1) Based on a per share market price of $12.75 as of September 30, 1996 as
adjusted for the exchange of Jacksonville common stock for Company Common
Stock in the Conversion and Reorganization.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements will Messrs. Broadway,
Chancellor and Taylor (the "Executives"). The employment agreements provide each
officer with a three-year term of employment subject to additional one-year
extensions at the discretion of the Board of Directors.
The employment agreements are terminable with or without cause by the
Company. The Executives have no right to compensation or other benefits pursuant
to the employment agreement for any period after voluntary termination or
termination by the Company for cause, disability, retirement or death. However,
in the event that (i) an Executive terminates his employment because of failure
of the Company to comply with any material provision of the employment agreement
or (ii) the employment agreement was terminated by an Executive for Good Reason,
as defined, an Executive would be entitled to 3.00 or 2.99 times, respectively,
the average annual compensation, as defined, paid to him by the Company during
the five most recent taxable years ending during the calendar year in which the
notice of termination occurs or such portion of such period in which the
Executive served as an employee of the Company as well as continued
participation in employee benefit plans of the Company until the expiration of
the remaining term of employment. "Good Reason" is generally defined in the
employment agreements to include failure to comply with a material portion of
the agreements or the assignment by the Company to the Executive of any duties
which are materially inconsistent with the Executive's positions, duties,
responsibilities and status with the Company prior to a change of control of the
Company.
The employment agreements provide that in the event that any of the
payments to be made thereunder or otherwise upon termination of employment by
the Executive following a change in control are deemed to constitute "excess
parachute payments" within the meaning of Section 280G of the Code, then such
payments and benefits received thereunder would be reduced, in the manner
determined by the Company, by the amount, if any, which is the minimum necessary
to result in no portion of the payments and benefits being non-deductible by the
Company for federal income tax purposes. Excess parachute payments generally
would be defined as payments in excess of three times the recipient's average
annual compensation from the Company includable in the recipient's gross income
during the most recent five taxable years ending before the date on which a
change in control of the Company or other triggering events occurred ("base
amount"). A recipient of excess parachute payments is subject to a 20% excise
tax on the amount by which such payments exceed the base amount, in addition to
regular income taxes, and payments in excess of the base amount would not be
deductible by the Company as compensation expense of federal income tax
purposes.
Although the above-described employment agreements could increase the cost
of any acquisition of control of the Company, management does not believe that
the terms thereof would have a significant anti-takeover effect.
7
<PAGE> 11
INDEBTEDNESS OF MANAGEMENT
Jacksonville, in the ordinary course of business, makes available to its
directors and executive officers mortgage loans on their primary residences,
consumer loans and loans on their savings accounts. Such loans are made on the
same terms as comparable loans to other borrowers.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed Henry & Peters, P.C. as
independent auditors for the Company for the year ending September 30, 1997, and
further directed that the selection of auditors be submitted for ratification by
the stockholders at the Annual Meeting. The Company has been advised by Henry &
Peters, P.C. that neither the firm nor any of its associates has any
relationship with the Company other than the usual relationship that exists
between independent public accountants and clients. Henry & Peters, P.C. will
have representatives at the Annual Meeting who will have an opportunity to make
a statement, if they so desire, and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF HENRY & PETERS, P.C., AS INDEPENDENT AUDITORS FOR THE YEAR ENDING
SEPTEMBER 30, 1997.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting
other than those matters described in this Proxy Statement. However, if any
other matters should properly come before the Annual Meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Common Stock. In addition to solicitations by
mail, directors, officers and employees of the Company may solicit proxies
personally or by telephone without additional compensation.
STOCKHOLDER PROPOSALS
Any proposal which a stockholder wishes to have included in the proxy
solicitation materials to be used in connection with the next Annual Meeting of
Stockholders of the Company must be received at the office of the Company no
later than November 2, 1997. If such proposal is in compliance with all of the
requirements of Rule 14a-8 under the Exchange Act, it will be included in the
Proxy Statement and set forth on the form of proxy issued for the next Annual
Meeting of Stockholders. It is urged that any such proposals be sent by
certified mail, return receipt requested.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
Stockholders of the Company as of the record date for the Annual Meeting
are being forwarded a copy of the Company's Annual Report to Stockholders for
the year ended September 30, 1996 ("Annual Report"). Included in the Annual
Report are the financial statements of the Company as of September 30, 1996 and
1995 and for each of the years in the three-year period ended September 30,
1996, prepared in accordance with generally accepted accounting principles, and
the related report of the Company's independent public accountants. The Annual
Report is not a part of this Proxy Statement.
UPON RECEIPT OF A WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY
STOCKHOLDER WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-K FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION UNDER THE EXCHANGE ACT FOR THE YEAR ENDED
SEPTEMBER 30, 1996. UPON WRITTEN REQUEST, THE COMPANY WILL FURNISH TO ANY SUCH
STOCKHOLDER A COPY OF THE EXHIBITS TO THE ANNUAL REPORT ON FORM 10-K. SUCH
WRITTEN REQUESTS SHOULD BE DIRECTED TO JACKSONVILLE BANCORP, INC., COMMERCE AND
NECHES STREETS, JACKSONVILLE, TEXAS 75766, ATTENTION: SECRETARY. THE ANNUAL
REPORT ON FORM 10-K IS NOT A PART OF THIS PROXY STATEMENT.
8
<PAGE> 12
REVOCABLE PROXY
JACKSONVILLE BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
JACKSONVILLE BANCORP, INC. FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 22, 1997 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the Board of Directors of the Company,
or any successors thereto, as proxies, with full powers of substitution, to
vote the shares of the undersigned at the Annual Meeting of Stockholders of the
Company to be held at the Norman Activity Center, located at 526 East Commerce
Street, Jacksonville, Texas, on January 22, 1997, at 10:00 a.m., Central Time,
or at any adjournment thereof, with all the powers that the undersigned would
possess if personally present, as specified on the reverse side.
The Board of Directors recommends that you vote FOR the Board of
Directors' nominees listed on the reverse side and FOR Proposal 2. You
are encouraged to specify your choices by marking the appropriate boxes on the
reverse side, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. This proxy may not be voted for
any person who is not a nominee of the Board of Directors of the Company. THIS
PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED.
Shares of common stock of the Company will be voted as specified. IF
NO SPECIFICATION IS MADE, SHARES WILL BE VOTED FOR THE ELECTION OF THE BOARD OF
DIRECTORS' NOMINEES TO THE BOARD OF DIRECTORS, FOR PROPOSAL 2. AND OTHERWISE AT
THE DISCRETION OF THE PROXIES.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
FOLD AND DETACH HERE
<PAGE> 13
Please mark
your vote as
indicated in
this example
/X/
1. Election of Directors Nominees for three year term: Jerry M. Chancellor;
Bill W. Taylor; and Dr. Joe Tollett
FOR all nominees WITHHOLD authority
listed to the right to vote for all nominees
(except as marked to listed to the right
the contrary)
/ / / /
To withhold authority to vote for any individual nominee, write the name
of the nominee in the space below:
--------------------------------------------------------------------------
2. Proposal to ratify the appointment of Henry & Peters, P.C. as the Company's
independent auditors for the year ended September 30, 1997.
FOR AGAINST ABSTAIN
/ / / / / /
In their discretion, the proxies are authorized
to vote with respect to the election of any person
as a director if the nominee is unable to serve or
for good cause will not serve, matters incident to
the conduct of the meeting, and upon such other
matters as may properly come before the meeting.
The undersigned hereby acknowledges receipt of
the Notice of Annual Meeting of Stockholders of
Jacksonville Bancorp, Inc. called for January 22,
1997, a Proxy Statement for the Annual Meeting and
the 1996 Annual Report to Stockholders.
Dated: , 1997
-------------------------------------
--------------------------------------------------
--------------------------------------------------
Signature(s)
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS
PROXY. ONLY ONE SIGNATURE IS REQUIRED IN THE CASE
OF A JOINT ACCOUNT. WHEN SIGNING IN A
REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE
