<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 Section 240.14a-11(c) or Section
240.14a-12
TIB FINANCIAL CORP.
- --------------------------------------------------------------------------------
(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
TIB FINANCIAL CORP.
THE BANK HOLDING COMPANY FOR
TIB BANK OF THE KEYS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 26, 1998
To: The Shareholders of TIB Financial Corp.
The Annual Meeting of Shareholders (the "Annual Meeting") of TIB
Financial Corp. (the "Company") will be held at Cheeca Lodge, MM 82, Islamorada,
Florida, on May 26, 1998, at 3:00 p.m. for the purpose of acting upon the
following matters:
1. To elect three members to the Board of Directors to serve
three-year terms expiring in 2001. (Proposal 1).
2. To ratify the appointment of BDO Seidman, LLP as independent
certified public accountants for the Company for the fiscal
year ending December 31, 1998 (Proposal 2).
To consider such other business as may properly come before
the Annual Meeting or any adjournments thereof.
The Board of Directors has set March 31, 1998, as the record date for
the Annual Meeting. Only shareholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE PROPOSALS AS
MORE PARTICULARLY DESCRIBED IN THE ATTACHED PROXY STATEMENT.
YOUR PROXY IS IMPORTANT. WHETHER OR NOT A SHAREHOLDER PLANS TO ATTEND THE ANNUAL
MEETING, PLEASE VOTE BY MARKING THE PROPOSALS, AND SIGNING AND MAILING THE PROXY
TO THE TRANSFER AGENT, AMERICAN STOCK TRANSFER & TRUST COMPANY IN THE
ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE.
By Order of the Board of Directors
James R. Lawson, III
Chairman
<PAGE> 3
TIB FINANCIAL CORP.
THE BANK HOLDING COMPANY FOR
TIB BANK OF THE KEYS
---------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 26, 1998
---------
PROXY SOLICITATION AND VOTING
GENERAL
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Proxies from the shareholders of TIB
Financial Corp. (the "Company") for use at the Annual Meeting of Shareholders
(the "Annual Meeting").
The enclosed Proxy is for use at the Annual Meeting if a shareholder is
unable to attend the Annual Meeting in person or wishes to have his shares voted
by Proxy, even if he attends the Annual Meeting. Any Proxy may be revoked by the
person giving it at any time before its exercise, by notice to the Secretary of
the Company, by submitting a Proxy having a later date, or by such person
appearing at the Annual Meeting and electing to vote in person. All shares
represented by valid Proxies received pursuant to this solicitation and not
revoked before their exercise, will be voted in the manner specified therein. If
a Proxy is signed and no specification is made, the shares represented by the
Proxy will be voted in favor of each of the Proposals described below and in
accordance with the best judgment of the persons exercising the Proxy with
respect to any other matters properly presented for action at the Annual
Meeting.
This Proxy Statement and the enclosed Proxy are being mailed to the
Company's shareholders on or about April 21, 1998.
The Company is a bank holding company organized in February 1996 under
the laws of the State of Florida. The Company's subsidiary, TIB Bank of the Keys
(the "Bank"), commenced its commercial banking operations in Islamorada, Florida
in 1974.
RECORD DATE AND OUTSTANDING SHARES
The Board of Directors has set March 31, 1998, as the record date for
the Annual Meeting. Only shareholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting. As
of the record date, there were 4,418,554 shares of common stock of the Company
issued and outstanding.
QUORUM AND VOTING RIGHTS
A quorum for the Annual Meeting consists of the holders of the majority
of the outstanding shares of common stock of the Company entitled to vote at the
Annual Meeting, present in person or represented by Proxy.
<PAGE> 4
Each share of common stock of the Company is entitled to one vote on
each matter to come before the Annual Meeting. All matters to be voted on at the
Annual Meeting require the affirmative vote of a majority of the shares of the
common stock of the Company present in person or represented by Proxy.
SOLICITATION OF PROXIES
In addition to this solicitation by mail, the officers and employees of
the Company and the Bank, without additional compensation, may solicit Proxies
in favor of the Proposals, if deemed necessary, by personal contact, letter,
telephone or other means of communication. Brokers, nominees and other
custodians and fiduciaries will be requested to forward Proxy solicitation
material to the beneficial owners of the shares of common stock of the Company
where appropriate, and the Company will reimburse them for their reasonable
expenses incurred in connection with such transmittals. The costs of
solicitation of Proxies for the Annual Meeting will be borne by the Company.
ELECTION OF DIRECTORS
(PROPOSAL 1)
INFORMATION ABOUT THE BOARD OF DIRECTORS AND THEIR COMMITTEES
The members of the Board of Directors of the Company are elected by the
shareholders. The directorships of the Company are divided into three classes,
with the members of each class serving three-year terms and, as a general rule,
the shareholders of the Company elect one class annually. The Board of Directors
expanded the number of directors from ten to fourteen at its February 1998
meeting to allow for new directors to be added in the future. At its March 1998
meeting, the Board of Directors elected one new member to fill the vacancy
created by resignation of W. Kenneth Meeks from the Board of Directors of the
Company and the Bank in September 1997. The Board of Directors of the Company
presently consists of 10 members who also serve as directors of the Bank. The
members of the Board of Directors of the Bank are elected annually by the
Company, acting as the sole shareholder of the Bank.
The Board of Directors has nominated three persons for election as
directors of the Company to serve three-year terms which will expire at the 2001
Annual Meeting of Shareholders or until their successors are elected and
qualified. The terms of the other seven incumbent directors will continue as
indicated below. All the nominees are presently directors of the Company.
It is intended that each Proxy solicited on behalf of the Board of
Directors will be voted only for the election of the designated nominees. At
this time, the Board of Directors knows of no reason why a nominee might be
unable to serve, but if that should occur before the Annual Meeting, it is
intended that the Proxies will be voted for the election of such other person or
persons as the Board of Directors may recommend.
-2-
<PAGE> 5
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION AS DIRECTORS OF EACH
OF THE NOMINEES NAMED BELOW.
NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 2001
The following sets forth the name, age and principal occupation of the
three nominees for election as directors to three-year terms.
<TABLE>
<CAPTION>
Name Age Principal Occupation
- -------------------------------------------------------------------------
<S> <C> <C>
BG Carter 55 BG CARTER is the Managing Director of Independent
Mortgage & Finance Company, which focuses on
commercial mortgage brokerage. He is also the owner
of Westwinds, a twenty-two unit guest house in Key
West. A resident of the Keys since 1975, Mr. Carter
has served on the Bank's Board since 1988.
Armando J. Henriquez 63 ARMANDO J. HENRIQUEZ has served as Vice President
of Client Relations of Fringe Benefits Management
Company since September of 1993. Dr. Henriquez
served as a consultant to the Florida Association of
School Superintendents from January of 1993 until
joining Fringe Benefits Management Company. Dr.
Henriquez served as Superintendent of Schools of
Monroe County, Florida, from January, 1969 to
December, 1992. Dr. Henriquez has served on the
Bank's Board since 1993.
James R. Lawson, III 63 JAMES R. LAWSON is now retired. He was the owner of
the Key Largo Shopper, a grocery store in Key Largo,
prior to its sale in 1992. Mr. Lawson has served on
the Bank's Board since 1979.
</TABLE>
INCUMBENT DIRECTORS WHOSE TERMS EXPIRE IN 1999
<TABLE>
<CAPTION>
Name Age Principal Occupation
- -------------------------------------------------------------------------
<S> <C> <C>
Edward V. Lett 52 EDWARD V. LETT has been the President and Chief
Executive Officer of the Bank since January 6, 1996,
and has served as a director since 1992. Prior to
becoming President, Mr. Lett served as Executive
Vice President and Chief Operating Officer of the
Bank since joining the Bank in November, 1991. Prior
to joining the Bank, Mr. Lett had served as Executive
Vice President and Chief Operating Officer of
American National Bank of Florida. Mr. Lett has been
</TABLE>
-3-
<PAGE> 6
<TABLE>
<S> <C> <C>
the President and Chief Executive Officer of the
Company since its inception.
Scott A. Marr 43 SCOTT A. MARR has been the General Manager and a
Partner of Marina-Del Mar Resorts, which consists
of two hotels in Key Largo, Florida, for more than
five years. Mr. Marr has served on the Bank's
Board since 1994.
Derek D. Martin-Vegue 51 DEREK D. MARTIN-VEGUE has been the President of
Keys Insurance Agency of Monroe County, Inc. for
more than five years. Mr. Martin-Vegue has served
on the Bank's Board since 1995.
Joseph H. Roth, Jr. 51 JOSEPH H. ROTH, JR., C.H.A. is the managing owner
of the Holiday Isle Resorts group of four hotels in
the Upper Keys. He is a founding partner in Little
Palm Island Resort. He is also partner in the Hotel
Grove Isle and Marine located in Coconut Grove,
Florida. Mr. Roth serves on the Board of Directors
of Noble House Hotels and Resorts, Seattle,
Washington, The Florida Hospitality Industry
Association, and the South Florida Chapter of the
American Cancer Society. Mr. Roth has served on
the Bank's Board since 1983.
</TABLE>
INCUMBENT DIRECTORS WHOSE TERMS EXPIRE IN 2000
<TABLE>
<CAPTION>
Name Age Principal Occupation
- -------------------------------------------------------------------------
<S> <C> <C>
Marvin F. Schindler 54 MARVIN F. SCHINDLER is the owner and operator of
Florida Keys Truss Company. Mr. Schindler is
retired from the U.S. Army. Mr. Schindler was
elected to the Board of the Company and the Bank
at the February 1997 meetings of the Board of
Directors of the Company and the Bank by a
unanimous vote in each case.
Richard J. Williams 77 RICHARD J. WILLIAMS has been a professional fishing
guide for over 50 years, and has previously owned and
operated the Coral Cove Resort in Islamorada. Mr.
Williams is also an organizing director of the Bank.
Gretchen K. Holland 55 GRETCHEN K. HOLLAND is the co-owner and President
of Coral Reef Title Company. Ms. Holland was
elected to the Board of Directors of the Company
and the Bank to fill the vacancy created by the
retirement of W. Kenneth Meeks.
</TABLE>
-4-
<PAGE> 7
With the exception of Mr. Schindler who was elected in February, 1997
and Ms. Holland, who was elected in March, 1998 to fill vacancies on the Board
of Directors, all of the Company's directors have served in such capacity since
its inception in 1996. W. Kenneth Meeks, a director of the Company and the Bank
since their inception, retired from the Boards of Directors of the Company and
the Bank in September 1997. There are no arrangements or understandings between
the Company and any person pursuant to which any of the above persons have been
or will be elected a director. There are no family relations between any of the
directors or executive officers of the Company or the Bank.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company had eleven meetings during the
1997 fiscal year. Each director of the Company attended at least 75% of the
board meetings and committee meetings of which such director was a member. The
Board of Directors of the Bank had eleven meetings during the 1997 fiscal year.
Each director of the Bank attended at least 75% of the total number of board
meetings of the Bank.
The Bank's Board of Directors maintains Asset/Liability, Audit,
Executive Loan, Investment, Compensation, Strategic Planning, Budget,
Acquisition, Nominating and Scholarship Committees.
The Bank's Asset/Liability Committee provides management with
guidelines for the generation and deployment of funds that will assist in the
attainment of the objective of maximizing net interest income within the
constraints of optimum earning asset mix, capital adequacy and liability. The
Asset/Liability Committee is currently composed of Messrs. Marr, Roth,
Martin-Vegue, Lawson and Lett.
The Bank's Audit Committee reviews the Bank's financial statements and
internal accounting policies and controls; recommends independent accountants
and reviews with them the scope of their engagement and all material matters
relating to financial reporting and accounting procedures of the Bank; reviews
loan portfolio audits, with particular attention given to classified loans,
loans past due, non-performing loans and trends regarding the same; and reviews
reports of examination by regulatory authorities. The Audit Committee is
currently composed of Messrs. Marr, Martin-Vegue, Schindler and Lett.
The Bank's Board of Directors at its monthly meeting reviews lending
policies and procedures and reports relating to the Bank's loan-portfolio, with
particular attention given to such matters as categories of borrowers and
concentrations in particular types of loans. The Bank's Executive Loan Committee
considers loan requests in excess of $750,000 and reviews reports relating to
and considers all loans or extensions of credit proposed for any of the Bank's
directors or executive officers. The Executive Loan Committee is currently
composed of all directors on a rotating basis and several Bank senior loan
officers.
The Bank's Investment Committee reviews the Bank's investment policies,
the composition of the Bank's investment portfolio, information relating to the
investment activities and portfolio of the Bank and the consistency of the
portfolio with the Bank's asset/liability and liquidity policies, with
particular attention given to such matters as categories of investments and
concentrations, and
-5-
<PAGE> 8
investment portfolio audit reports, and comments on current investments. The
Investment Committee is currently composed of Messrs. Marr, Roth, Martin-Vegue,
Lawson and Lett.
The Compensation Committee reviews the performance of the Bank's
President and Chief Executive Officer and his review of senior officers. The
Compensation Committee makes recommendations to the Board of Directors on
compensation levels for Bank officers. The Compensation Committee is composed of
Messrs. Carter, Henriquez, Lawson, Lett, Marr, Roth and Schindler.
MANAGEMENT
EXECUTIVE OFFICERS
The following lists the executive officers of the Company and certain
officers of the Bank, all positions held by them with the Company and the Bank
and the periods during which such positions have been held, a brief account of
their business experience during the past five years and certain other
information including their ages. All officers of both the Company and the Bank
are appointed annually at the meetings of the respective Board of Directors
following their election to serve until the annual meeting in the subsequent
year and until successors are chosen. Information concerning directorships,
committee assignments, minor positions and peripheral business interests has not
been included.
NAME INFORMATION ABOUT EXECUTIVE OFFICERS
Edward V. Lett See the table above under "Directors."
David P. Johnson Mr. Johnson, age 42, is Vice President and Controller
of the Bank since January of 1996. Prior to January
1996, Mr. Johnson served as Assistant Vice President,
Controller and Investment Officer of the Bank.
Daniel W. Taylor Mr. Taylor, age 51, is an Executive Vice President of
the Bank. Mr. Taylor has been employed by the Bank
since March 1995. From 1993 until joining the Bank,
Mr. Taylor was self employed as a bank consultant.
From 1969 to 1993, Mr.Taylor served in several
capacities at First Florida Bank, Tampa, Florida.
Millard J. Younkers, Jr. Mr. Younkers, age 54, is an Executive Vice President
of the Bank. Mr. Younkers has been employed by the
Bank since September of 1996. From 1993 until joining
the Bank, he was an officer of Northern Trust Bank of
Florida, Naples, Florida.
-6-
<PAGE> 9
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following report reflects the Company's compensation policy as
endorsed by the Board of Directors and the Compensation Committee. The
Compensation Committee submits to the Board of Directors payment amounts and
award levels for executive officers of the Company and the Bank.
COMPENSATION COMMITTEE REPORT
During 1997, the Compensation Committee of the Board of Directors was
composed of seven members, six of whom are not officers or employees of the
Company or the Bank. The Board of Directors designates the members and Chairman
of this Committee.
COMPENSATION POLICY
The Company's compensation policy is designed to make changes in total
compensation with changes in the value created for the Company's shareholders.
The Compensation Committee believes that compensation of executive officers and
others should be a result of the Company's operating performance and should be
designed to aid the Company in attracting and retaining high-performing
executives.
The objectives of the Compensation Committee's compensation strategy
are to establish incentives for certain executives and others to achieve and
maintain short-term and long-term operating performance goals for the Company,
and to provide compensation that recognizes individual contributions as well as
overall business results. At the Company, executive officer compensation
comprises three areas: base salary, cash based short-term annual incentives, and
long-term stock incentives.
In establishing executive officer salaries and increases, the
Compensation Committee considers individual annual performance in the areas of
customer service, morale, completed projects, team work and communication, and
the relationship of total compensation to the salary market of similarly
situated institutions. The decision to increase base pay is presented by the
Chief Executive Officer to the Compensation Committee using performance results
measured annually. The Company's general approach to executive compensation is
to provide market competitive base salary, and to reward performance through
cash bonuses consistent with individual contributions to the Company's financial
performance.
CHIEF EXECUTIVE OFFICER COMPENSATION
During the last quarter of each year, the Compensation Committee
reviews the compensation paid to the Chief Executive Officer of the Bank. Final
approval of Chief Executive Officer compensation is made by the Board of
Directors. Changes in base salary and the awarding of cash and stock incentives
are based on the Company's profitability, growth and loan quality. The
Compensation Committee also considers the Chief Executive Officer's abilities in
the areas of leadership and morale, community involvement and communication.
Also, utilizing published surveys, databases and other means, the Compensation
Committee surveyed the total compensation
-7-
<PAGE> 10
of chief executive officers of comparable-sized financial institutions located
from across the nation as well as locally.
After reviewing the appropriate data, the salary for Edward V. Lett,
President and Chief Executive Officer of the Company and the Bank, was increased
by $6,494 to $144,200 annually. Based on specific accomplishments and the
overall financial performance of the Company including the achievement of above
targeted performance goals in 1997, Mr. Lett was awarded a cash bonus award of
$43,818.59.
SUMMARY
In summary, the Compensation Committee believes that the Company's
compensation program is reasonable and competitive with compensation paid by
other financial institutions similarly situated. The program is designed to
reward strong performance.
BG Carter, Chairman
Dr. Armando J. Henriquez
James R. Lawson, III
Edward V. Lett
Scott A. Marr
Joseph H. Roth, Jr.
Marvin F. Schindler
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
-8-
<PAGE> 11
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in cumulative
shareholder return on the Company's common stock with the cumulative total
return of the NASDAQ stock index and The Carson Medlin Company's Independent
Bank Index for the last five years (assuming a $100 investment on December 31,
1992 and reinvestment of all dividends).
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
TIB FINANCIAL CORP. 100 100 128 192 231 360
INDEPENDENT BANK INDEX 100 125 153 208 248 358
NASDAQ INDEX 100 115 112 159 195 240
</TABLE>
-9-
<PAGE> 12
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
Mr. Lett served as a member of the Compensation Committee in 1997. Mr.
Lett is also the President and Chief Executive Officer of the Bank.
EXECUTIVE COMPENSATION
The Company does not compensate any of its directors or executive
officers separately from the compensation they receive from the Bank. The
following sets forth certain information concerning compensation during the
fiscal years 1997, 1996 and 1995 of the Bank's executive officers whose annual
compensation was in excess of $100,000 during 1997 or who served as Chief
Executive Officer of the Bank during 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation Long Term
------------------- Compensation
Awards
------
Other Annual Securities All Other
Name and Principal Fiscal Compensation Underlying Compensation
Position Year Salary ($) Bonus ($) ($)(1) Options (#) ($)(2)
-------- ---- ---------- --------- ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Edward V. Lett 1997 $144,200 $43,819 $10,000 30,000 1,000
President and Chief 1996 137,706 42,000 13,600 12,000 1,365
Executive Officer 1995 123,627 29,669 16,600 0 1,545
Daniel W. Taylor 1997 $121,801 $20,000 0 25,000 1,000
Executive Vice President 1996 117,433 22,000 0 30,000 811
1995 83,367 14,000 0 18,000 0
Millard J. Younkers, Jr. 1997 $104,661 $20,000 $9,000 25,000 145
Executive Vice President 1996 $ 32,150 0 0 15,000 0
1995 -- -- -- -- --
</TABLE>
(1) Includes (i) quarterly retainer for attending Board of Directors
meetings paid to Mr. Lett and (ii) amounts paid to Mr. Younkers as a
housing allowance. Compensation does not include any other perquisites
and other personal benefits which may be derived from business-related
expenditures that in the aggregate exceed the lesser of $50,000 or 10%
of the total annual salary and bonus reported for such person.
(2) The reported amount consists of matching contributions to the Bank's
401(k) and Employee Stock Ownership Plan.
-10-
<PAGE> 13
The following table sets forth certain information with respect to the
above named executives regarding stock options granted in the last fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realizable
Value At Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Terms
-------------------------------------- ----------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% 10%
- -------------------- ----------- ----------- ----------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Edward V. Lett 30,000 24% $13.50/share 7/21/07 $254,702 $645,466
Daniel W. Taylor 25,000 20% $13.50/share 7/21/07 $212,252 $537,888
Millard J. Younkers, Jr. 25,000 20% $13.50/share 7/21/07 $212,252 $537,888
</TABLE>
The following table sets forth information with respect to the above
named executives concerning stock options exercised in the last fiscal year and
the number and value of unexercised options held as of December 31, 1997.
AGGREGATE OPTION EXERCISES IN 1997 AND DECEMBER 31, 1997 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY
OPTIONS AT 12/31/97 OPTIONS AT 12/31/97(1)
SHARES ------------------- ----------------------
ACQUIRED
ON VALUE
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward V. Lett 9,000 $31,575 16,500 97,500 $130,790 $522,058
Daniel W. Taylor 4,500 $28,625 7,500 58,000 $ 52,438 $194,750
Millard J. Younkers, Jr. 0 0 1,500 38,500 $ 6,938 $ 65,563
</TABLE>
(1) Market value of underlying shares at exercise or year-end, minus the
exercise price.
EMPLOYMENT AGREEMENTS
The Bank and Edward V. Lett, the President and Chief Executive Officer
of the Company and the Bank, are parties to an "Executive Employment Agreement"
(the "Agreement"). Under the Agreement, Mr. Lett receives a base salary of
$144,200 per year. The Bank may increase Mr. Lett's salary annually based on Mr.
Lett's performance. The Agreement provides that Mr. Lett will be employed by the
Bank on an "at-will" basis, unless and until there is a change of ownership
control of the Bank. The Agreement provides that in the event there is a change
of ownership
-11-
<PAGE> 14
control of the Bank, Mr. Lett will no longer be an at-will employee and the
Agreement will become an employment agreement for a term of 24 months on the
effective date of the change in ownership control. Under the Agreement, change
of ownership control means the acquisition by a person or other legal entity (or
person acting as a group within the meaning of Section 13(d) of the Securities
Exchange Act of 1934) of 51% or more of the voting securities of the Bank or any
lesser percentage if the Board of Directors of the Bank, the Federal Deposit
Insurance Corporation or the Federal Reserve System makes a determination that
such acquisition constitutes or will constitute control of the Bank. Mr. Lett's
salary cannot be reduced for any reason during this 24 month term, unless the
Agreement is terminated due to death or incapacity of Mr. Lett or for "cause".
The Agreement further provides that Mr. Lett will be entitled to a credit for
all years of service with the Bank (i.e., all years prior to the change in
ownership control, plus the greater of 24 months or the actual period of
employment after the change in ownership control) in determining eligibility for
and benefits from any and all retirement, disability, profit-sharing and other
employee benefit programs offered by the Bank. Two other employees of the Bank,
Daniel W. Taylor and Millard J. Younkers, Jr. are parties to employment
agreements with the Bank. The terms, conditions and benefits under these
agreements are the same as described above except that Mr. Taylor's base salary
per year is $121,801 and Mr. Younkers' base salary per year is $104,661.
COMPENSATION TO DIRECTORS
All of the members of the Board of Directors of the Bank who are not
Bank employees receive a quarterly retainer of $2,500 and $600 for attending
each of 11 regular board meetings, for a total of up to $16,600 annually.
Directors who are executive officers of the Bank receive the quarterly retainer
only. No additional fees are currently paid for services as directors of the
Company.
Each member of the Board of Directors has also received a grant of an
option to purchase 30,000 shares of the Bank's common stock at an exercise price
of $5.4917 per share, except for a more recent grant to Mr. Martin-Vegue with an
exercise price of $6.2333 per share and a grant to Mr. Schindler with an option
to purchase up to 5,000 shares of the Bank's common stock at an exercise price
of $9.00 per share. Board meetings of the Company, when called, are held in
conjunction with Board meetings of the Bank. No additional compensation will be
paid to the directors of the Company.
-12-
<PAGE> 15
PRINCIPAL SHAREHOLDERS
The following tables set forth certain information regarding the shares
of the common stock of the Company owned as of the record date (i) by each
person who beneficially owns more than 5% of the shares of the common stock of
the Company, (ii) by each of the Company's directors, and (iii) by all directors
and executive officers as a group.
<TABLE>
<CAPTION>
Beneficial Ownership(1)
NAME NUMBER OF SHARES PERCENTAGE OWNERSHIP(2)
- ---- ---------------- -----------------------
<S> <C> <C>
5% Shareholders
W. Kenneth Meeks(4) 905,580 19.6%
Joseph H. Roth, Jr.(3)(5) 423,052 9.2%
Directors:
BG Carter(6) 6,030 *
Dr. Armando J. Henriquez(7) 40,506 *
Gretchen K. Holland 4,044 *
James R. Lawson(3)(8) 218,965 4.7%
Edward V. Lett(3)(9) 175,189 3.8%
Scott A. Marr(10) 31,842 *
Derek D. Martin-Vegue(11) 37,000 *
Joseph H. Roth, Jr.(3)(5) 423,052 9.2%
Marvin F. Schindler(12) 11,000 *
Richard J. Williams(13) 31,090 *
All directors and executive
officers as a group (13
persons) 991,508 21.4%
</TABLE>
- ---------------------------
* Percent share ownership is less than 1% of total shares outstanding.
(1) Except as otherwise indicated, the persons named in the above table
have sole voting and investment power with respect to all shares shown
as beneficially owned by them. Information relating to beneficial
ownership of the shares is based upon "beneficial ownership" concepts
set forth in the rules promulgated under the Securities and Exchange
-13-
<PAGE> 16
Act of 1934, as amended. Under such rules, a person is deemed to be a
"beneficial owner" of a security if that person has or shares "voting
power" with respect to such security. A person may be deemed to be the
"beneficial owner" of a security if that person has the right to
acquire beneficial ownership of such security within 60 days. The
information as to beneficial ownership has been furnished by the
respective persons listed in the above table.
(2) Based on 4,384,054 shares outstanding as of March 1, 1998 plus 232,360
shares not outstanding but which are subject to granted but unexercised
options providing the holders thereof the right to acquire shares
within 60 days through the exercise of said options.
(3) Includes 124,909 shares of common stock of the Company over which
Messrs. Lawson, Lett and Roth exercise voting rights as co-trustees
under the Bank's Employee Stock Ownership Plan with 401(k) provisions.
(4) Includes (a) 74,934 shares held of record by Mr. Meeks' spouse, and (b)
30,000 shares representing unexercised options.
(5) Includes 906 shares held of record by Mr. Roth's spouse.
(6) Includes 6,030 shares held by Independent Mortgage and Finance Co., of
which Mr. Carter is the Managing Director.
(7) Includes (a) 14,106 shares as to which Mr. Henriquez shares beneficial
ownership with his spouse, and (b) 20,400 shares representing
unexercised options.
(8) Includes (a) 51,114 shares held of record by Mr. Lawson's spouse, and
(b) 18,000 shares representing unexercised options.
(9) Includes (a) 75 shares held jointly with Sally D. Howard, and (b)
16,500 shares representing unexercised options.
(10) Includes (a) 1,800 shares held of record by Mr. Marr's spouse, and (b)
24,600 shares representing unexercised options.
(11) Includes 30,000 shares representing unexercised options.
(12) Includes 5,000 shares representing unexercised options.
(13) Includes 16,810 shares representing unexercised options.
-14-
<PAGE> 17
FILINGS UNDER SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors, and persons who own more than 10% of the common
stock of the Company, to file reports of ownership and changes in ownership of
such securities with the Securities and Exchange Commission. Officers, directors
and greater than 10% beneficial owners are required by applicable regulations to
furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely upon a review of forms furnished to the
Company or written representations that no other reports were required, the
Company believes that during the year ended December 31, 1997, all Section 16(a)
filings applicable to its officers, directors and persons who own more than 10%
of the common stock of the Company were complied with in a timely fashion.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain of the executive officers and directors of the Company and the
Bank and principal shareholders of the Company and affiliates of such persons
have, from time to time, engaged in banking transactions with the Bank and are
expected to continue such relationships in the future. All loans or other
extensions of credit made by the Bank to such individuals were made in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with unaffiliated third parties and did not involve more than the
normal risk of collectibility or present other unfavorable features. As of March
1, 1998, indebtedness to the Bank of executive officers and directors of the
Company and the Bank and principal shareholders of the Company, including
affiliates of such persons, amounted to $8,768,704.93 in the aggregate.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(PROPOSAL 2)
In March of 1998, Bricker & Melton, P.A. combined its practice with the
firm of BDO Seidman, LLP, and the Board of Directors has appointed BDO Seidman,
LLP as its independent certified public accountants for the fiscal year ending
December 31, 1998, subject to ratification by the Company's shareholders. A
representative of the accounting firm is expected to be present at the Annual
Meeting and will be given the opportunity to make a statement if he desires to
do so and will be available to respond to appropriate questions from the
shareholders.
-15-
<PAGE> 18
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY THE
APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in the Company's Proxy
material for the 1999 Annual Meeting of Shareholders must be received at the
principal offices of the Company not later than December 1, 1998.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Company was
not aware of any matters to be presented for action at the Annual Meeting other
than the Proposals referred to herein. If other matters are properly presented
for action at the Annual Meeting, it is intended that the persons named as
Proxies will vote or refrain from voting in accordance with their best judgment
on such matters.
ANNUAL REPORT
COPIES OF THE 1997 ANNUAL REPORT OF TIB FINANCIAL CORP. ARE BEING
MAILED TO ALL SHAREHOLDERS TOGETHER WITH THIS PROXY STATEMENT. ADDITIONAL COPIES
OF THE ANNUAL REPORT AND THE COMPANY'S FORM 10-K (INCLUDING FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES) FOR THE YEAR ENDED DECEMBER 31, 1997 MAY BE
OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO MS. CONSTANCE MILLER, SECRETARY,
TIB FINANCIAL CORP., P.O. BOX 2808, KEY LARGO, FLORIDA 33037-7808.
-16-
<PAGE> 19
APPENDIX
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
TIB FINANCIAL CORP.
MAY 26, 1998
- Please Detach and Mail in the Envelope Provided -
A [ X ] Please mark your votes as in this example.
<TABLE>
<CAPTION>
For all Nominees Withhold Authority
listed at right to vote
(except as marked for all Nominees
to the contrary listed at right)
<S> <C> <C> <C> <C>
PROPOSAL 1.
ELECTION OF DIRECTORS [ ] [ ] Nominees: For Three-Year Terms
Expiring in 2001:
BG Carter
For, except vote withheld from the following nominee(s): Armando J. Henriquez
James R. Lawson, III
________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
PROPOSAL 2.
TO RATIFY THE SELECTION OF BDO SEIDMAN, [ ] [ ] [ ]
LLP AS INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS FOR THE COMPANY.
</TABLE>
In their discretion, the Proxies are authorized to vote upon such of the matters
as may properly come before the Annual Meeting.
This Proxy revokes all prior proxies with respect to the Annual Meeting
and may be revoked prior to its exercise. Unless otherwise specified, this Proxy
will be voted for all the Nominees proposed by the Board of Directors and for
the ratification of the selection of independent certified public accountants
and in the discretion of the persons named as Proxies on all other matters which
may properly come before the Annual Meeting or any adjournments thereof.
IMPORTANT
PLEASE MARK, SIGN BELOW, DATE, AND RETURN THIS PROXY
PROMPTLY IN THE ENVELOPE FURNISHED.
Signature______________________ Signature if held jointly ______________________
DATED:__________________
NOTE: Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name
by authorized person.
<PAGE> 20
PROXY
TIB FINANCIAL CORP.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder hereby appoints Edward V. Lett and Scott A.
Marr, and each or any one of them, with full power of substitution, as Proxies
to represent and to vote, as designated on the reverse, all of the shares of
common stock of TIB Financial Corp. (the "Company"), held of record by the
undersigned on March 31, 1998, at the Annual Meeting of the Shareholders (the
"Annual Meeting") to be held on May 26, 1998, or any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH PROPOSAL.
(TO BE SIGNED ON THE REVERSE SIDE)
