<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)(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
[JACKSONVILLE BANCORP LOGO]
January 6, 1998
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 28, 1998 at 11:00 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/ JERRY M. CHANCELLOR
Jerry M. Chancellor
President and 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 28, 1998
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 28, 1998, at 11:00 a.m., Central Time, for the following purposes, all
of which are more completely set forth in the accompanying Proxy Statement:
1. To elect two 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
Company's independent auditors for the fiscal year ending September 30, 1998;
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 12, 1997 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 6, 1998
Jacksonville, Texas
<PAGE> 4
JACKSONVILLE BANCORP, INC.
----------------------------
PROXY STATEMENT
----------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 28, 1998
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 28, 1998, at 11:00 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 6, 1998.
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 12, 1997 (the "Voting Record Date") will be entitled to
notice of and to vote at the Annual Meeting. At such date, there were
2,443,568 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 affect the vote
required to approve the proposals presented at the Annual Meeting.
<PAGE> 5
2
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, FOR RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS, 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> 6
3
BENEFICIAL OWNERSHIP
The following table sets forth information as to the Common Stock
beneficially owned, as of December 12, 1997, 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 Percent
of Beneficial of
Name and Address of Beneficial Owner Ownership(1) Class
------------------------------------ -------------- ---------
<S> <C> <C>
Jacksonville Bancorp, Inc. Employee Stock 202,048(2) 7.6%
Ownership Plan
Commerce and Neches Streets
Jacksonville, Texas 75766
First Union Corporation 180,600(3) 7.4%
One First Union Center
Charlotte, North Carolina 28288-0137
Wellington Management Company, LLP 145,000(4) 5.9%
75 State Street
Boston, Massachusetts 02109
Directors:
Jerry M. Chancellor 32,734 1.3%
Bill W. Taylor 39,336 1.6%
Dr. Joe Tollett 33,613 1.4%
Ray W. Beall 25,041 1.0%
Robert F. Brown 17,462 0.7%
Charles Broadway 47,819 2.0%
W.G. Brown 70,655 2.9%
All directors and officers
of the Company as a
group (seven persons) 266,659(5) 10.9%
</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
<PAGE> 7
4
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) The Jacksonville Bancorp, Inc., Employee Stock Ownership Plan Trust
("Trust") was established pursuant to the Jacksonville Bancorp, Inc.,
Employee Stock Ownership Plan ("ESOP") by an agreement between the
Company and Messrs. Broadway, Chancellor, Beall, and Dr. Tollett, who act
as trustees of the plan ("Trustees"). As of the Voting Record Date,
21,196.95, shares held in the Trust had been allocated to the accounts of
participating employees. Under the terms of the ESOP, the Trustees will
generally vote the allocated shares held in the ESOP in accordance with
the instructions of the participating employees. Unallocated shares held
in the ESOP will generally be voted in the same ratio on any matter as
those allocated shares for which instructions are given, subject in each
case to the fiduciary duties of the ESOP Trustees and applicable law. Any
allocated shares which either abstain on the proposal or are not voted
will be disregarded in determining the percentage of stock voted for and
against each proposal by the participants and beneficiaries. The amount
of Common Stock beneficially owned by directors who serve as Trustees of
the ESOP and by all directors and executive officers as a group does not
include the unallocated shares held by the Trust.
(3) Based upon a Schedule 13G filed on January 31, 1997, by First Union
Corporation. First Union Corporation filed its ownership interests
pursuant to Rule 13d-1(b)(ii)(G). The relevant subsidiaries are
Evergreen Asset Management Group (IA) and Lieber and Company (IA).
Evergreen Asset Management Group and Lieber and Company are investment
advisors for mutual funds and other clients; the securities reported by
these subsidiaries are beneficially owned by such mutual funds or other
clients.
(4) Based upon a Schedule 13G filed on February 13, 1997, by Wellington
Management Company, LLP, in its capacity as investment adviser.
Wellington Management Company, LLP may be deemed to be beneficially own
145,000 shares of the Issuer which are held of record by its clients.
(5) Includes in the case of all directors and officers of the Company as a
group, (i) exercisable options to purchase 63,981 shares pursuant to the
Company's 1994 Stock Incentive Plan and 1994 Directors' Stock Option
Plan; (ii) exercisable options to purchase 20,345 shares pursuant to the
Company's 1996 Stock Option Plan; (iii) 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"); (iv) 8,141 of Common
Stock which were awarded to certain officers of the Company pursuant to
the Company's 1996 MRP; and (v) 10,112 shares of Common Stock allocated
to the account of the officers in the Company's Employee Stock Ownership
Plan (the "ESOP").
<PAGE> 8
5
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who own more than 10% of the Company's Common Stock to
file reports of ownership and changes in ownership with the SEC and the
National Association of Securities Dealers, Inc. Officers, directors and
greater than 10% stockholders are required by regulation to furnish the company
with copies of all forms they file pursuant to Section 16(a) of the Exchange
Act. The Company knows of no person who owns 10% or more of the Company's
Common Stock.
Based solely on review of the copies of such forms furnished to the
Company, or written representations from its officers and directors, the
Company believes that during the fiscal year ended September 30, 1997, the
Company's officers and directors complied in all respects with the reporting
requirements promulgated under Section 16(a) of the 1934 Act.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
AND DIRECTORS WHOSE TERMS CONTINUE
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
two 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.
<PAGE> 9
6
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.
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 (including service as a director of Jacksonville
Savings Bank ("Jacksonville" or the "Bank")), 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. Each
nominee and each director has been a director of the Company since its
formation in 1996.
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM
<TABLE>
<CAPTION>
Common Stock
Position with Beneficially
the Bank and Owned as of
Principal Occupation December 12, 1997(1)
During the Director ---------------------
Name Age Past Five Years Since No. %
---- --- ------------------ -------- ----- ----
<S> <C> <C> <C> <C> <C>
Ray W. Beall 69 Director, Retired, formerly senior 1966 25,041(2) 1.0%
executive for Beall's Department
Store
Robert F. Brown 49 Manager, Brown Lumber Industries, 1995 17,462(3) 0.7%
Jacksonville, Texas, since 1994;
partner of Shapiro-Brown, Dallas,
Texas, a management company for
multi-family properties.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
NOMINEES BE ELECTED AS DIRECTORS
<PAGE> 10
7
DIRECTORS WITH TERMS EXPIRING IN 1999
<TABLE>
<CAPTION>
Common Stock
Position with Beneficially
the Bank and Owned as of
Principal Occupation December 12, 1997(1)
During the Director ---------------------
Name Age Past Five Years Since No. %
---- --- ------------------ -------- ----- ----
<S> <C> <C> <C> <C> <C>
Charles Broadway 64 Director, Chief Executive Officer 1981 47,819(4) 2.0%
of the Company (since 1983 of the
Bank.). President of the Company
and of the Bank until July, 1996.
Mr. Broadway retired as Chief
Executive Officer of the Company and
the Bank in December of 1996.
W.G. Brown 82 Chairman of the Board and 1953 70,655(5) 2.9%
Director; Owner of Brown
Lumber Industries, Jacksonville,
Texas.
</TABLE>
DIRECTORS WITH TERMS EXPIRING IN 2000
<TABLE>
<CAPTION>
Common Stock
Position with Beneficially
the Bank and Owned as of
Principal Occupation December 12, 1997(1)
During the Director ---------------------
Name Age Past Five Years Since No. %
---- --- ------------------ -------- ----- ----
<S> <C> <C> <C> <C> <C>
Jerry M. Chancellor 56 Director and Chief Executive 1984 32,734(6) 1.3%
Officer of the Company and the Bank
since December 1996. Executive Vice
President (from 1983 until 1996) of
the Bank; President of the Company
and the Bank since July, 1996.
Bill W. Taylor 56 Director and Senior Vice President 1993 39,336(7) 1.6%
(since 1984) of the Bank
Dr. Joe Tollett 69 Director; Retired pediatrician 1973 33,613(8) 1.4%
</TABLE>
<PAGE> 11
8
(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 9,393 shares which may be acquired upon the exercise of stock
options, and 648 shares of restricted stock granted pursuant to the
1996 MRP which vested on October 22, 1997.
(3) Includes 10,000 shares held in trust for his children.
(4) Includes 15,947 shares held jointly with Mr. Broadway's wife, 22,766
shares which may be acquired upon the exercise of stock options, 2,302
shares of restricted stock granted pursuant to the 1994 MRP which
vested on March 31, 1997, 1,511 shares of restricted stock granted
pursuant to the 1996 MRP which vested on October 22, 1997 and 4,095
shares allocated to his account in the ESOP.
(5) Includes 282 shares held as custodian for Mr. Brown's children, 35,446
shares held by a company which Mr. Brown owns, 24,886 shares held in a
family trust, 9,393 shares which may be acquired upon the exercise of
stock options, 648 shares of restricted stock granted pursuant to the
1996 MRP which are scheduled to vest on October 22, 1997.
(6) Includes 15,359 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 vested on March 31, 1997, 2,404 shares
of restricted stock granted pursuant to the 1996 MRP which vested on
October 22, 1997 and 3,317 shares allocated to his account in the
ESOP.
(7) Includes 808 shares held jointly with Mr. Taylor's children, 383
shares held by his wife, 18,022 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 vested on March 31, 1997,
2,282 shares of restricted stock granted pursuant to the 1996 MRP
which vested on October 22, 1997 and 2,700 shares allocated to his
account in the ESOP.
(8) Includes 9,393 shares which may be acquired upon the exercise of stock
options, 648 shares of restricted stock granted pursuant to the 1996
MRP which vested on October 22, 1997, 12,834 shares held in trust
with his wife, and 3,630 shares owned by his wife.
<PAGE> 12
9
On October 22, 1996, the Company's shareholders approved the 1996
Stock Option Plan and the 1996 MRP. 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.
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 12 meetings of the Board of
Directors of the Company held during fiscal 1997. No director attended fewer
than 75% of the total number of meetings of the Board of Directors of the
Company held during fiscal 1997 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, a
Texas-chartered savings bank 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 1997.
The REO Disposition Committee reviews proposed real estate owned
("REO") 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 1997.
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, Jerry Chancellor and Bill W.
Taylor. The Salary Committee meets on an as needed basis and met once in
fiscal 1997.
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. Chancellor and Taylor and Dr. Tollett, has the authority to act in such
capacity. In fiscal 1997, there were 20 meetings of the Investment Committee.
<PAGE> 13
10
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 1997. The Nominating
Committee will consider nominations made by shareholders in conformance with
the Company's Articles of Incorporation.
DIRECTORS' COMPENSATION
During the fiscal year ended September 30, 1997, each member of the
Board of Directors was paid $700 for each Board meeting attended. During the
same period, each member of a Board Committee described above, who is an
outside director, was paid $250 per meeting attended. Committee members
otherwise do not receive any fees for committee meetings.
The Company also maintains the 1996 Stock Option Plan pursuant to
which non-employee directors of the Company (other than Robert F. Brown) were
granted options to purchase an aggregate of 24,276 shares of Common Stock at an
exercise price of $12.625 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.
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 three 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.
<PAGE> 14
11
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
=================================================================================================================================
ANNUAL COMPENSATION LONG TERM COMPENSATION
-----------------------------------------------------------------------------
OTHER AWARDS PAYOUTS
NAME AND FISCAL ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION (2) COMPENSATION
-----------------------------------------------------
RESTRICTED LTIP
OPTIONS STOCK PAYOUTS
(3) AWARDS(4)
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles Broadway(5)
1997 $ 36,904 $20,323 -- 18,885 $ 95,369 $ -- $119,138(6)
1996 116,816 20,323 -- -- -- -- 40,872(7)
1995 115,955 29,596 -- -- -- -- 13,255
- ---------------------------------------------------------------------------------------------------------------------------------
Jerry M.
Chancellor(8) 1997 $109,269 $16,408 -- 30,050 $152,752 $ -- $65,200(9)
Chief Executive 1996 97,244 16,408 -- -- -- -- 29,346
Officer 1995 96,527 23,897 -- -- -- -- 7,556
- ---------------------------------------------------------------------------------------------------------------------------------
Bill W. Taylor 1997 $89,221 13,159 -- 28,518 $ 144,013 $ -- $59,393(10)
Executive Vice 1996 80,996 13,159 -- -- -- -- 30,272
President and Chief 1995 80,395 19,163 -- -- -- -- 12,848
Financial Officer
=================================================================================================================================
</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,
1997 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 Company's 1996 Stock Option
Plan during the years ended September 30, 1997. Options granted under
the 1996 Stock Option Plan vest over a five year period at the rate of
20% per year, beginning on October 22, 1997.
<PAGE> 15
12
(4) Represents the value of shares granted under the 1996 Management
Recognition Plan and Trust. Shares under the 1996 Management
Recognition Plan and Trust will vest over a five-year period at the
rate of 20% per year, and commenced on October 22, 1997. Dollar
amount is equal to number of shares awarded times the market price of
the shares at October 22, 1996 of $12.625.
(5) Mr. Broadway resigned as President of the Company and the Bank in July
of 1996 and as Chief Executive Officer of the Company and the Bank in
December of 1996.
(6) Includes (i) deferred compensation of $37,530 that Mr. Broadway began
receiving in January 1997; (ii) a premium of $9,597 paid to fund a
deferred compensation plan; (iii) a matching contribution $1,372 from
Jacksonville pursuant to a defined contribution thrift plan, and (iv)
4,095 shares allocated to Mr. Broadway's account in the Company's ESOP
which shares had a market value of $70,639 at September 30, 1997.
(7) Includes (i) a premium of $9,597 paid to fund a deferred compensation
plan, (ii) a matching contribution of $3,658 from 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.
(8) Mr. Chancellor became president of the Company and Jacksonville on
July 9, 1996, prior to that date, Mr. Broadway had served as president
and chief executive officer.
(9) Includes (i) a premium of $4,602 paid to fund a deferred compensation
plan, (ii) a matching contribution of $3,380 from Jacksonville
pursuant to a defined contribution thrift plan and (iii) 3,317 shares
allocated to Mr. Chancellor's account in the Company's ESOP which
shares had a market value of $57,218 at September 30, 1997.
(10) Includes (i) a premium of $10,092 paid to fund a deferred compensation
plan, (ii) a matching contribution of $2,726 from Jacksonville
pursuant to a defined contribution thrift plan and (iii) 2,700 shares
allocated to Mr. Taylor's account in the Company's ESOP which shares
had a market value of $46,575 at September 30, 1997.
<PAGE> 16
13
STOCK OPTIONS
The following table sets forth certain information with respect to
stock options granted to the named executive officer during the year ended
September 30, 1997.
<TABLE>
<CAPTION>
Name Number of Options % of Total Options Exercise Price Expiration Date
Granted Granted to
Employees(1)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Charles Broadway 18,885 11.67% $12.625 September 12, 2006
Jerry M. Chancellor 30,050 18.57% $12.625 September 12, 2006
Bill W. Taylor 28,518 17.62% $12.625 September 12, 2006
</TABLE>
(1) Total options granted to officer and directors during the fiscal year
ended September 30, 1997, were 161,840.
(2) The exercise price is equal to the fair market value at the date of
grant.
<PAGE> 17
14
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, 1997 and options held at September 30, 1996.
<TABLE>
<CAPTION>
===============================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES
- -------------------------------------------------------------------------------------------------------------------------------
Number of Exercisable Value of Exercisable
Shares Options at Year End Options at Year
Acquired End(2)
Name on Value
Exercise Realized
(1)
- -------------------------------------------------------------------------------------------------------------------------------
Not Not
Exercisable Exercisable Exercisable Exercisable
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Charles Broadway -- $ -- 22,776 15,108 $211,156 $69,874
- -------------------------------------------------------------------------------------------------------------------------------
Jerry M. Chancellor 6,000 43,200 15,359 24,040 $123,156 $111,185
- -------------------------------------------------------------------------------------------------------------------------------
Bill W. Taylor -- -- 18,022 22,814 $152,023 $105,515
===============================================================================================================================
</TABLE>
(1) Assumes an exercise price of $7.05, the price as adjusted for the
exchange of Jacksonville common stock for Company Common Stock in the
Conversion and Reorganization, and a sale price of $14.25, the per
share market price as of February 4, 1997.
(2) Based on a per share market price of $17.25 as of September 30, 1997
as adjusted for the exchange of Jacksonville common stock for Company
Common Stock in the Conversion and Reorganization, using exercise
prices of $7.05 and $12.625. Options listed as exercisable include
those that became exercisable on October 22, 1997. Options granted
during fiscal year 1997 vest over five years at the rate of 20% per
year.
<PAGE> 18
15
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. In July of
1996, Mr. Broadway resigned as President of the Company and of the Bank and in
December of 1996 resigned as Chief Executive Officer of the Company and of the
Bank, Mr. Chancellor becoming his successor in each respective position.
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 includible
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.
<PAGE> 19
16
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.
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,
1998, 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, 1998.
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.
<PAGE> 20
17
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 7, 1998. 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, 1997 ("Annual Report"). Included
in the Annual Report are the financial statements of the Company as of
September 30, 1997 and 1996 and for each of the years in the three-year period
ended September 30, 1997, 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, 1997. 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.
<PAGE> 21
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 28, 1998 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 28, 1998, at 11:00 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 THE REVERSE SIDE)
FOLD AND DETACH HERE
<PAGE> 22
<TABLE>
<S> <C>
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Please mark [X]
your votes as
indicated in
this example
1. Election of Directors Nominees for three-year term: Ray W. Beall, Robert F. Brown
FOR all nominees WITHHOLD authority To withhold authority to vote for any individual nominee,
listed to the right to vote for all nominees write the name of the nominee in the space provided below
(except as marked to listed to the right
the contrary)
--------------------------------------------------------------
[ ] [ ]
2. Proposal to ratify the appointment of Henry & Peters, In their discretion, the proxies are authorized
P.C. as the Company's independent auditors for the fiscal to vote with respect to the election of any person as a
year ending September 30, 1998 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
FOR AGAINST ABSTAIN 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 28,
1998, a Proxy Statement for the Annual Meeting and
the 1997 Annual Report to Stockholders.
Dated: , 1998
-------------------------------------
---------------------------------------------------
---------------------------------------------------
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
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD CAPACITY, PLEASE GIVE TITLE.
USING THE ENCLOSED ENVELOPE
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- FOLD AND DETACH HERE -
</TABLE>
