<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)
Jacksonville Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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
December 23, 1999
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 Tuesday,
January 25, 2000 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/ 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 25, 2000
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 Tuesday,
January 25, 2000, 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 Company's
independent auditors for the fiscal year ending September 30, 2000;
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 10, 1999 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
December 23, 1999
Jacksonville, Texas
<PAGE> 4
JACKSONVILLE BANCORP, INC.
---------------------------
PROXY STATEMENT
---------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 25, 2000
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 Tuesday, January 25, 2000, 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 December 23, 1999.
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 10, 1999 (the "Voting Record Date") will be entitled to
notice of and to vote at the Annual Meeting. At such date, there were 2,133,712
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.
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
<PAGE> 5
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.
2
<PAGE> 6
BENEFICIAL OWNERSHIP
The following table sets forth information as to the Common Stock
beneficially owned, as of December 10, 1999, 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>
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENT OF CLASS
- --------------------------------------------------------------------------------
<S> <C> <C>
Jacksonville Bancorp, Inc. 202,048(2) 8.73%
Employee Stock Ownership Plan
Commerce and Neches Streets
Jacksonville, Texas 75766
Directors:
Jerry M. Chancellor 50,386 2.18%
Bill W. Taylor 58,832 2.54%
Dr. Joe Tollett 38,143 1.65%
Ray W. Beall 23,287 1.01%
Robert F. Brown 19,962 0.86%
Charles Broadway 59,530 2.57%
W. G. Brown 74,903 3.24%
Jerry Hammons 29,384 1.27%
All directors and officers of the
Company as a group (eight
persons) 354,427(3) 15.32%
</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) The Jacksonville Bancorp, Inc., Employee Stock Ownership Plan Trust
3
<PAGE> 7
("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,
93,327 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) Includes in the case of all directors and officers of the Company as a
group, (i) exercisable options to purchase 137,336 shares pursuant to the
Company's 1994 Stock Incentive Plan, 1994 Directors' Stock Option Plan,
and 1996 Stock Option Plan; (ii) 48,507 shares of Common Stock which were
awarded to certain officers of the Company pursuant to the Company's 1994
Management Recognition Plan ("MRP"), and the Company's 1996 MRP; and
(iii) 22,312 shares of Common Stock allocated to the account of the
officers in the Company's Employee Stock Ownership Plan (the "ESOP").
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, 1999, 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 FOR 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
4
<PAGE> 8
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.
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. Except for Jerry Hammons, each
nominee and each director has been a director of the Company since its formation
in 1996.
5
<PAGE> 9
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM
EXPIRING 2003
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
December 10, 1999(1)
------------------------
Position with the Bank and
Principal Occupation Director
Name Age During the Past Five Years Since No. %
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Jerry M. Chancellor 58 Director, Chief Executive 1984 50,386(2) 2.18%
Officer of the Company and
the Bank since June
1996. Executive Vice
President (from 1983 until
1996) of the Bank.
Bill W. Taylor 59 Director, Chief Financial 1993 58,832(3) 2.54%
Officer and Executive Vice
President of the Company
since 1996, Director and
Senior Vice President of
the Bank since 1984.
Dr. Joe Tollett 72 Director; Retired 1973 38,143(4) 1.65%
pediatrician
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
NOMINEES BE ELECTED AS DIRECTORS
6
<PAGE> 10
DIRECTORS WITH TERMS EXPIRING IN 2001
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
December 10, 1999(1)
------------------------
Position with the Bank and
Principal Occupation Director
Name Age During the Past Five Years Since No. %
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Ray W. Beall 72 Director, Retired, formerly 1966 23,287(5) 1.01%
senior executive for Beall's
Department Store
Robert F. Brown 51 Chief Operating Officer, 1995 19,962(6) 0.86%
Brown Lumber Industries,
Jacksonville, Texas, since
1994; partner of Shapiro-
Brown, Dallas, Texas, a
management company for
multi-family properties
</TABLE>
<PAGE> 11
DIRECTORS WITH TERMS EXPIRING IN 2002
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned as of
December 10, 1999(1)
------------------------
Position with the Bank and
Principal Occupation Director
Name Age During the Past Five Years Since No. %
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Charles Broadway 66 Director of the Company 1981 59,530(7) 2.57%
President of the Bank
since 1983, President
and Chief Executive Officer
of the Company and of the
Bank until July
1, 1996.
W. G. Brown 84 Chairman of the Board and 1953 74,903(8) 3.24%
Director; Owner of Brown
Lumber Industries,
Jacksonville, Texas
Jerry Hammons 56 Director of the Company; 1999 29,384(9) 1.27%
Senior Vice President of
Jacksonville Savings Bank
since June 1996, First
Vice President of
Jacksonville Savings Bank
since October 1993.
Director of Jacksonville
Savings Bank since January
1998.
</TABLE>
7
<PAGE> 12
- -----------------------------------
(1) As previously indicated, 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, in the case of Mr. Chancellor, 3,706 shares of restricted stock
of the subsidiary bank granted pursuant to the bank's 1994 management
recognition plan and converted to 5,255 shares of Company stock, 4,808
shares of restricted stock granted pursuant to the Company's 1996
management recognition plan, 10,826 shares of the subsidiary bank granted
pursuant to the bank's 1994 stock option plan that converted into options
to acquire 15,349, shares of Company stock upon the exercise of stock
options that vested on September 30, 1994, and 18,030 shares which may be
acquired upon the exercise of stock options that vested as of October 22,
1999, in each case, less options exercised, and 6,543 shares allocated to
his account in the ESOP.
(3) Includes, in the case of Mr. Taylor, 808 shares held jointly with Mr.
Taylor's children, 383 shares held jointly with his wife, 3,346 shares of
restricted stock of the subsidiary bank granted pursuant to the bank's
1994 management recognition plan and converted to 4,744 shares of Company
stock, 4,564 shares of restricted stock granted pursuant to the Company's
1996 management recognition plan, 8,688 shares of the subsidiary bank
granted pursuant to the bank's 1994 stock option plan that converted into
options to acquire 12,318 shares of Company stock upon the exercise of
stock options that vested on September 30, 1994, 17,112 shares which may
be acquired upon the exercise of stock options that vested as of October
22, 1999, and 5,727 shares allocated to his account in the ESOP.
(4) Includes, in the case of Dr. Tollett, 9,030 shares held in trust with his
wife, 3,804 shares held by a limited partnership, and 3,630 shares owned
by his wife, 1,295 shares of restricted stock granted pursuant to the
Company's 1996 management recognition plan, 5,484 shares of the
subsidiary bank granted pursuant to the bank's 1994 stock option plan
that converted into options to acquire 7,775 shares of Company stock upon
the exercise of stock options that vested on September 30, 1994, and
4,854 shares which may be acquired upon the exercise of stock options
that vested as of October 22, 1999.
(5) Includes, in the case of Mr. Beall, 1,295 shares of restricted stock
granted pursuant to the Company's 1996 management recognition plan, 5,484
8
<PAGE> 13
shares of the subsidiary bank granted pursuant to the bank's 1994 stock
option plan that converted into options to acquire 7,775 shares of
Company stock upon the exercise of stock options that vested on September
30, 1994, and 4,854 shares which may be acquired upon the exercise of
stock options that vested as of October 22, 1999.
(6) Includes, in the case of Mr. Robert F. Brown,7,462 shares held jointly
with his wife and 10,000 shares held in trust for his children.
(7) Includes, in the case of Mr. Broadway, 15,947 shares held jointly with
his wife, 4,867 shares of restricted stock of the subsidiary bank granted
pursuant to the bank's 1994 management recognition plan and converted to
6,901 shares of Company stock, 7,554 shares of restricted stock granted
pursuant to the Company's 1996 management recognition plan, 13,393 shares
of the subsidiary bank granted pursuant to the bank's 1994 stock option
plan that converted into options to acquire 18,989 shares upon the
exercise of stock options that vested on September 30, 1994, 11,331
shares which may be acquired upon the exercise of stock options that
vested as of October 22, 1999, and 5,230 shares allocated to his account
in the ESOP.
(8) Includes, in the case of Mr. W. G. Brown, 282 shares held as custodian
for Mr. Brown's grandchildren, 35,446 shares held by a company which Mr.
Brown owns, 24,886 shares held in a family trust, 1,295 shares of
restricted stock granted pursuant to the Company's 1996 management
recognition plan, 5,484 shares of the subsidiary bank granted pursuant to
the bank's 1994 stock option plan that converted into options to acquire
7,775 shares of Company stock upon the exercise of stock options that
vested on September 30, 1994, and 4,854 shares which may be acquired upon
the exercise of stock options that vested as of October 22, 1999.
(9) Includes, in the case of Mr. Hammons, 2,834 shares held jointly with his
wife, 1,200 shares held by his wife, 2,744 shares of restricted stock of
the subsidiary bank granted pursuant to the bank's 1994 management
recognition plan and converted to 3,891 shares of Company stock, 2,200
shares of restricted stock granted pursuant to the Company's 1996
management recognition plan, 2,870 shares of the subsidiary bank granted
pursuant to the bank's 1994 stock option plan that converted into options
to acquire 4,069 shares of Company stock upon the exercise of stock
options that vested on September 30, 1994, 8,250 shares which may be
acquired upon the exercise of stock options that vested as of October 22,
1999, and 4,812 shares allocated to his account in the ESOP.
9
<PAGE> 14
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 1999. No director attended fewer than 75% of the
total number of meetings of the Board of Directors of the Company held during
fiscal 1999 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 Compensation 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. Beall, Brown, Taylor, Hammons and Broadway. The
Audit Committee met once in fiscal 1999.
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 1999, there were fifteen meetings of the Investment
Committee.
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 all members of the Board of Directors. The REO Disposition
Committee meets quarterly and met four times in fiscal 1999.
The Compensation Committee reviews and makes recommendations to the Board
on employee salaries. The Compensation Committee currently consists of Ray
Beall, Dr. Joe Tollett, Jerry Chancellor and Bill W. Taylor. The Compensation
Committee meets on an as needed basis and met once in fiscal 1999.
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 one time during fiscal 1999. 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, 1999, each member of the Board
of Directors was paid $700 for each Board meeting of the Bank attended, and $100
for each Company meeting attended. Committee members otherwise do not receive
any fees for committee meetings.
Outside directors also received $275 per loan committee meeting. All
directors receive an annual director's fee of $2,000 as director of Jacksonville
Savings and Loan Corporation, the wholly owned subsidiary of Jacksonville
Savings Bank.
10
<PAGE> 15
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. Shares vest over a period of five years, beginning
on October 22, 1997. 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, Taylor and Hammons were granted 7,554, 12,020, 11,407, and 5,500
shares of restricted stock, respectively. Shares vest over a period of five
years beginning on October 22, 1997.
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.
11
<PAGE> 16
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- -------------------------------------
AWARDS PAYOUTS
------------------------ -------
NAME AND PRINCIPAL FISCAL OTHER ANNUAL RESTRICTED LTIP ALL OTHER
POSITION YEAR SALARY(1) BONUS COMPENSATION(2) OPTIONS(3) STOCK AWARDS(4) PAYOUTS COMPENSATION
- -------------------- ------ --------- ----- --------------- -------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jerry M. Chancellor 1999 $119,327 $25,286 - -- $-- $-- $33,705(5)
Chief Executive 1998 115,406 26,089 - -- -- -- 33,945
Officer 1997 109,269 16,408 - 30,050 $229,883 -- 65,200
Bill W. Taylor 1999 $99,302 $20,586 - -- $-- $-- $36,631(6)
Executive Vice 1998 96,056 21,241 - -- -- -- 37,194
President and Chief 1997 89,221 13,159 - 28,518 $218,159 -- 59,393
Financial Officer
Jerry Hammons 1999 $87,848 $17,686 - -- $-- $-- $32,033(7)
Senior Vice President 1998 84,116 18,249 - -- -- -- 32,486
1997 79.063 11,661 13,750 $105,187 -- 36,707
</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, 1999 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 year ended September 30, 1999. 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.
(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,
1997 of $19.125.
(5) Includes (i) a premium of $4,602 paid to fund a deferred compensation
plan, (ii) a matching contribution of $3,990 from Jacksonville pursuant
to a defined contribution thrift plan and (iii) 1,598 shares allocated to
Mr. Chancellor's account in the Company's ESOP which shares had a market
value of $24,369.50 at September 30, 1999, based on a share price of
$15.25.
(6) Includes (i) a premium of $10,092 paid to fund a deferred compensation
plan, (ii) a matching contribution of $3,249 from Jacksonville pursuant
to a defined contribution thrift plan and (iii) 1,496 shares allocated to
Mr. Taylor's account in the Company's ESOP which shares had a market
value of $22,814 at September 30, 1999, based on a share price of $15.25.
(7) Includes (i) a premium of $9,614 paid to fund a deferred compensation
plan,
12
<PAGE> 17
(ii) a matching contribution of $2,818 from Jacksonville pursuant to a
defined contribution thrift plan and (iii) 1,205 shares allocated to Mr.
Hammons' account in the Company's ESOP which shares had a market value of
$18,376 at September 30, 1999, based on a share price of $15.25.
No options were granted to the named executive officers during the year
ended September 30, 1999.
The following table sets forth certain information concerning exercises
of stock options granted pursuant to the Company's stock option plans by the
named executive officers during the year ended September 30, 1999 and options
held at September 30, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END VALUES
-------------------------------------------------------------------
<TABLE>
<CAPTION>
Shares Acquired
on Number of Exercisable Value of Exercisable Options
Name Exercise Value Realized Options at Year End at September 30, 1999(1)
- ----- --------------- -------------- --------------------- ----------------------------
Not Not
Exercisable Exercisable Exercisable Exercisable
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Jerry M. Chancellor -- -- 21,370 18,030 $325,893 $274,958
Bill W. Taylor -- -- 23,724 17,109 $361,791 $260,912
Jerry Hammons -- -- 9,569 8,250 $145,927 $125,813
</TABLE>
- -----------------------------------
(1) Based on a per share market price of $15.25 as of September 30, 1999 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.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements will Messrs.
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
13
<PAGE> 18
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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee ("Committee") of the Jacksonville's Board of
Directors, which is comprised of Messrs. Chancellor, Taylor, Beall and Tollett
reviews compensation and benefits and recommends to the Board of Directors
adjustments in such compensation. Neither Mr. Chancellor nor Mr. Taylor
participated or voted on his individual compensation. The report of the
Committee with respect to compensation for the Chief Executive Officer and all
other executive officers for 1999 is set forth below.
The purpose of the Compensation Committee is to assist the Board of
Directors in attracting and retaining qualified, competent management,
motivating executives to achieve a range of performance goals consistent with a
business plan approved by the Board of Directors, and ensuring that proposed
compensation and benefit programs are reasonable and consistent with industry
standards, management performance and shareholder interests.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The charter of the Committee is to assist the Company in carrying out its
responsibility to evaluate, initiate and oversee executive compensation
arrangements and shareholder-approved benefit plans. The overall goals of the
Committee are to assist the Company in attracting and retaining qualified
management and rewarding these individuals for performance goals that are
achieved.
The Compensation Committee annually evaluates the salary and bonuses paid
to the three executive officers of Jacksonville. Compensation reports of
institutions of comparable size and complexity of operations are reviewed in
setting compensation levels. The overall goal of the Committee is to assist the
Company in attracting and retaining qualified management. We feel the base
14
<PAGE> 19
compensation paid to the executive officers is commensurate within the financial
institution marketplace.
Incentive bonuses were paid in November of 1999 to all employees of
Jacksonville for financial goals achieved in 1999. All three executive officers
received bonuses in amounts of $37,980, $30,920, and $26,985 for Messrs.
Chancellor, Taylor and Hammons, respectively.
Following a review and approval by the Committee, all issues pertaining
to executive compensation were submitted to the full Board of Directors for
their approval. Neither Mr. Chancellor nor Mr. Taylor participated or voted on
their individual compensation packages.
Jerry M. Chancellor
Bill W. Taylor
Ray W. Beall
Dr. Joe Tollett
PERFORMANCE GRAPH
The following graph compares the yearly cumulative total return on the
Common Stock for the period beginning March 29, 1996, the date the Company
converted to a stock company and its stock began trading with (i) the yearly
cumulative total return on the stocks included in the NASDAQ Total Return Index
and (ii) the yearly cumulative total return on the stocks included in the SNL
Securities All Thrifts Index. All of these cumulative returns are computed
assuming the reinvestment of dividends at the frequency with which dividends
were paid during the applicable year.
[GRAPHIC]
<TABLE>
<CAPTION>
PERIOD ENDING
-----------------------------------------------------------------
INDEX 4/2/96 9/30/96 9/30/97 9/30/98 9/30/99
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Jacksonville Bancorp, Inc. 100.00 130.24 182.05 169.36 170.72
NASDAQ - Total U.S. 100.00 110.95 152.34 154.92 251.69
SNL <$250M Thrift Index 100.00 104.93 152.88 140.01 132.66
</TABLE>
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, 2000,
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
15
<PAGE> 20
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, 2000.
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 August 25, 2000. 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.
Stockholder proposals that are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act may be
brought before an annual meeting pursuant to Article IX.B of the Company's
Articles of Incorporation. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive offices of the
Company not later than 60 days prior to the anniversary date of the mailing of
proxy materials by the Company in connection with the immediately preceding
annual meeting of stockholders of the Company, or not later than October 24,
2000 in connection with the 2001 annual meeting of stockholders of the Company.
Such stockholder's notice is required to set forth certain information specified
in Article IX.B of the Company's Articles of Incorporation.
No stockholder proposals were submitted in connection with this Annual
Meeting.
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, 1999 ("Annual Report"). Included in the Annual
16
<PAGE> 21
Report are the financial statements of the Company as of September 30, 1999 and
1998 and for each of the years in the three-year period ended September 30,
1999, 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, 1999. 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, P. O. BOX 401, JACKSONVILLE, TEXAS 75766, ATTENTION: SECRETARY.
THE ANNUAL REPORT ON FORM 10-K IS NOT A PART OF THIS PROXY STATEMENT.
17
<PAGE> 22
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 25, 2000 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 25, 2000, 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 THE REVERSE SIDE)
FOLD AND DETACH HERE
18
<PAGE> 23
1. Election of Directors
____ FOR all nomininees ____ WITHHOLD AUTHORITY
(Except as marked to the to vote for all nominees
contrary below) named below
Nominees for three-year term: Jerry M. Chancellor, Bill W. Taylor, and
Dr. Joe Tollett
(Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
- --------------------------------------------------------------------------------
2. Proposal to ratify the appointment of Henry & Peters, P.C. as independent
public accountants for the Company for fiscal year 2000.
____ FOR ____ AGAINST ____ ABSTAIN
In its discretion the directors are authorized to vote upon such other
business as may properly come before the Annual Meeting.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders of Jacksonville Bancorp, Inc., called for January 25,
2000, a Proxy Statement for the Annual Meeting and the Annual Report to
Stockholders.
Dated: _________________________
- ----------------------------------------
- ----------------------------------------
Signature(s)
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS
PROXY. ONLY ONE SIGNATURE IS REQUIRED IN THE CASE OF
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.
19
