<PAGE> 1
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 ss.240.14a-11(c) or ss.240.14a-12
- --------------------------------------------------------------------------------
TIB FINANCIAL CORP.
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
EDWARD V. LETT
(Name of Persons(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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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1 Set forth the amount on which the filing fee is calculated and state how it
was determined:
[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
TIB FINANCIAL CORP.
April 20, 1999
TO THE SHAREHOLDERS OF
TIB FINANCIAL CORP.
You are cordially invited to attend the 1999 Annual Meeting of
Shareholders of TIB Financial Corp. which will be held at Cheeca Lodge, MM 82,
Islamorada, Florida on Tuesday, May 25, 1999 beginning at 3:00 p.m. The social
hour begins at 2:00 p.m.
At the 1999 Annual Meeting you will be asked to consider and vote upon
the election of four directors to serve until the Annual Meeting of Shareholders
in 2002. Shareholders also will consider and vote upon such other or further
business as may properly come before the 1999 Annual Meeting and any adjournment
or postponement thereof.
We hope you can attend the meeting and vote your shares in person. In
any case, we would appreciate your completing the enclosed proxy and returning
it to American Stock Transfer & Trust Company. This action will ensure that your
preferences will be expressed on the matters that are being considered. If you
are able to attend the meeting, you may vote your shares in person.
We want to thank you for your support during the past year. If you have
any questions about the Proxy Statement, please do not hesitate to call us at
(305) 451-4660, ext. 118.
Sincerely,
/s/ James R. Lawson, III
James R. Lawson, III
Chairman of the Board
<PAGE> 3
TIB FINANCIAL CORP.
THE BANK HOLDING COMPANY FOR
TIB BANK OF THE KEYS
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 1999
-----------------
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 Tuesday, May 25, 1999, at 3:00 p.m. for the purpose of acting upon
the following matters:
1. To elect four members to the Board of Directors to serve
three-year terms expiring in 2002. (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, 1999 (Proposal 2).
3. To consider such other business as may properly come before
the Annual Meeting or any adjournment or postponement thereof.
The Board of Directors has set March 31, 1999, 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 VOTE IS IMPORTANT. EACH SHARE OWNER IS URGED TO VOTE PROMPTLY BY SIGNING
AND RETURNING THE ENCLOSED PROXY CARD, USING THE TELEPHONE VOTING SYSTEM, OR
ACCESSING THE WORLD WIDE WEB SITE INDICATED ON YOUR PROXY CARD TO VOTE BY THE
INTERNET. IF A SHARE OWNER DECIDES TO ATTEND THE MEETING, HE OR SHE MAY REVOKE
THE PROXY AND VOTE THE SHARES IN PERSON.
By Order of the Board of Directors
/s/ James R. Lawson, III
April 20, 1999 James R. Lawson, III, Chairman
<PAGE> 4
TIB FINANCIAL CORP.
THE BANK HOLDING COMPANY FOR
TIB BANK OF THE KEYS
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 1999
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 the holder's
shares voted by Proxy, even if the holder 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 properly executed written proxies and all properly completed proxies
voted by telephone or by the Internet and delivered pursuant to this
solicitation (and not revoked later) will be voted at the Annual Meeting in
accordance with the directions given in the Proxy. 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 20, 1999.
The Company is a bank holding company organized in February 1996, under
the laws of the State of Florida. The Company's subsidiaries, TIB Bank of the
Keys (the "Bank"), commenced its commercial banking operations in Islamorada,
Florida in 1974, and TIB Software and Services, Inc. was formed in 1997.
RECORD DATE AND OUTSTANDING SHARES
The Board of Directors has set March 31, 1999, 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
-1-
<PAGE> 5
and to vote at the Annual Meeting. As of the record date, there were 4,376,695
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.
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
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 four persons for election as
directors of the Company to serve three-year terms which will expire at the 2002
Annual Meeting of Shareholders or until their successors are elected and
qualified. The terms of the other six incumbent directors will continue as
indicated below. All the nominees are presently directors of the Company.
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<PAGE> 6
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.
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 2002
The following sets forth the name, age and principal occupation of the
four nominees for election as directors to three-year terms.
<TABLE>
<CAPTION>
Name Age Principal Occupation
- ---- --- --------------------
<S> <C> <C>
Edward V. Lett 53 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 the
President and Chief Executive Officer of the
Company since its inception.
Scott A. Marr 44 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 52 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.
</TABLE>
-3-
<PAGE> 7
<TABLE>
<S> <C> <C>
Joseph H. Roth, Jr. 52 JOSEPH H. ROTH, JR., C.H.A. is a partner in
the Holiday Isle Resorts group of four
hotels in the Upper Keys. He is a founding
partner in Little Palm Island Resort. He is
a partner in Ocean Key House Resort in Key
West. 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 55 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
Bank at the 1997.
Richard J. Williams 78 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 and, as
such, has served since 1973.
Gretchen K. Holland 56 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 Bank in 1998.
</TABLE>
INCUMBENT DIRECTORS WHOSE TERMS EXPIRE IN 2001
<TABLE>
<CAPTION>
Name Age Principal Occupation
- ---- --- --------------------
<S> <C> <C>
BG Carter 56 BG CARTER is the Managing Director of
Independent Mortgage & Finance Company,
which focuses on commercial mortgage
</TABLE>
-4-
<PAGE> 8
<TABLE>
<S> <C> <C>
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 64 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 64 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>
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.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company had 11 meetings during the 1998
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 11 meetings during the 1998 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
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<PAGE> 9
Asset/Liability Committee is currently composed of Messrs. Marr, Roth,
Martin-Vegue, Lawson, Lett and Schindler.
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 and Ms.
Holland.
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 $1 million 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 investment portfolio audit reports, and comments on current
investments. The Investment Committee is currently composed of Messrs. Marr,
Roth, Martin-Vegue, Lawson, Lett and Schindler.
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 Boards of Directors
following their election to serve until the annual meeting in the subsequent
year and until successors are chosen. Information concerning
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<PAGE> 10
directorships, committee assignments, minor positions and peripheral business
interests has not been included.
<TABLE>
<CAPTION>
NAME INFORMATION ABOUT EXECUTIVE OFFICERS
- ---- ------------------------------------
<S> <C>
Edward V. Lett See the table above under "Directors."
David P. Johnson Mr. Johnson, age 43, 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 52, 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 55, 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. Prior to 1993, Mr.
Younkers served as Executive Vice President
of the First National Bank of Toms River,
N.J.
</TABLE>
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 1998, 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 of this
Committee, and its chairman is elected by the Committee members.
-7-
<PAGE> 11
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 determined by 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 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 $15,800 to $160,000 annually. Based on specific accomplishments and the
overall financial performance of the Company including the achievement of above
targeted performance goals in 1998, Mr. Lett was awarded a cash bonus award of
$14,506.
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<PAGE> 12
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]
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<PAGE> 13
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in cumulative
shareholder return on the Company's common stock (commencing June 18, 1997,
which was the day the Company common stock started trading on the NASDAQ
National Market) with the cumulative total return of the NASDAQ stock index and
The Carson Medlin Company's Independent Bank Index since June 18, 1997 (assuming
a $100 investment on June 18, 1997 and reinvestment of all dividends).
[Graph]
<TABLE>
<CAPTION>
June 18, 1997 1997 1998
------------- ---- ----
<S> <C> <C> <C>
TIB FINANCIAL CORP. 100 108 91
INDEPENDENT BANK INDEX 100 125 137
NASDAQ INDEX 100 110 154
</TABLE>
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
Mr. Lett served as a member of the Compensation Committee in 1998. 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 1998, 1997 and 1996 of the Bank's executive
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<PAGE> 14
officers whose annual compensation was in excess of $100,000 during 1998 or who
served as Chief Executive Officer of the Bank during 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term
------------------- Compensation
Awards
------
Other Annual Securities All Other
Name and Principal Fiscal Compensation Underlying Compensation
Position Year Salary ($) Bonus ($) ($) (1) Options (#) ($) (2)
-------- ---- ---------- --------- ------- ----------- ------
<S> <C> <C> <C> <C> <C> <C>
Edward V. Lett 1998 $160,000 $ 14,506 $ 10,000 -0- 1,000
President and Chief 1997 144,200 43,819 10,000 30,000 1,000
Executive Officer 1996 137,706 42,000 13,600 12,000 1,365
Daniel W. Taylor 1998 $120,000 $ 15,064 -0- -0- 1,000
Executive Vice President 1997 121,801 20,000 -0- 25,000 1,000
1996 117,433 22,000 -0- 30,000 811
Millard J. Younkers, Jr. 1998 $116,750 $ 24,000 -0- -0- 1,000
Executive Vice President 1997 104,661 20,000 9,000 25,000 145
1996 32,150 -0- -0- 15,000 0
</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.
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, 1998.
AGGREGATE OPTION EXERCISES IN 1998
AND DECEMBER 31, 1998 OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Options at 12/31/98 Options at 12/31/98 (1)
------------------------ --------------------------
Shares
Acquired Value
Name on Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward V. Lett -0- -0- 28,800 85,200 $135,295 $293,305
Daniel W. Taylor -0- -0- 19,000 46,500 $ 73,750 $ 64,000
Millard J. Younkers, Jr. -0- -0- 5,500 34,500 $ 6,000 $ 24,000
</TABLE>
(1) Market value of underlying shares at exercise or year-end, minus the
exercise price.
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<PAGE> 15
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
$160,000 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 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 $120,000 and, effective April 1, 1998, Mr.
Younkers' base salary per year is $120,000.
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 Company's common stock at an exercise
price of $5.4917 per share, except for a more recent grant to Mr. Martin-Vegue
of an option to purchase up to 30,000 shares of the Company's common stock at an
exercise price of $6.2333 per share, a grant to Mr. Schindler of an option to
purchase up to 5,000 shares of the Company's common stock at an exercise price
of $9.00 per share, and a grant to Ms. Holland of an option to purchase up to
5,000 shares of the Company's common stock at an exercise price of $14.00 per
share. Board meetings of the Company, when called, are held in conjunction with
Board meetings of the Bank. No additional compensation is paid to the directors
of the Company.
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<PAGE> 16
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)
- -------------- ---------------- ------------------------
5% Shareholders
- ---------------
<S> <C> <C>
W. Kenneth Meeks (4) 910,595 19.8%
Joseph H. Roth, Jr. (3)(5) 350,058 7.6%
Directors
- ---------
BG Carter (3)(6) 131,678 2.9%
Dr. Armando J. Henriquez (7) 40,506 *
Gretchen K. Holland (8) 9,459 *
James R. Lawson (3)(9) 218,304 4.7%
Edward V. Lett (3)(10) 164,323 3.6%
Scott A. Marr (11) 33,542 *
Derek D. Martin-Vegue (12) 37,000 *
Joseph H. Roth, Jr. (3)(5) 350,058 7.6%
Marvin F. Schindler (13) 11,000 *
Richard J. Williams (14) 30,090 *
All directors and executive 688,550 15.0%
officers as a group (13
persons)
</TABLE>
* Percent share ownership is less than 1% of total shares outstanding.
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<PAGE> 17
(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
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 also has the right to
acquire beneficial ownership of such security within 60 days. Under the
"beneficial ownership" rules, more than one person may be deemed to be
a beneficial owner of the same securities, and a person may be deemed
to be a beneficial owner of securities as to which he or she may
disclaim any beneficial interest. The information as to beneficial
ownership has been furnished by the respective persons listed in the
above table.
(2) Based on 4,376,695 shares outstanding as of March 31, 1999 plus 227,885
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 124,248 shares of common stock of the Company over which
Messrs. Lawson, Carter, Lett and Roth exercise voting rights as
co-trustees under the Bank's Employee Stock Ownership Plan with 401(k)
provisions.
(4) Includes 74,934 shares held of record by Mr. Meeks' spouse.
(5) Includes 918 shares held of record by Mr. Roth's spouse.
(6) Includes 7,430 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) 18,900 shares representing
unexercised options.
(8) Includes 5,000 shares representing unexercised options.
(9) Includes (a) 51,114 shares held of record by Mr. Lawson's spouse, and
(b) 18,000 shares representing unexercised options.
(10) Includes (a) 75 shares held jointly with Sally D. Howard, and (b)
30,000 shares representing unexercised options.
(11) Includes (a) 1,800 shares held of record by Mr. Marr's spouse, and (b)
24,600 shares representing unexercised options.
(12) Includes 30,000 shares representing unexercised options.
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<PAGE> 18
(13) Includes 5,000 shares representing unexercised options.
(14) Includes 12,810 shares representing unexercised options.
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, 1998, 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, 1999, 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 $12,440,774 in the aggregate.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
(PROPOSAL 2)
The Board of Directors has appointed BDO Seidman, LLP as its
independent certified public accountants for the fiscal year ending December 31,
1999, 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.
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<PAGE> 19
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 2000 Annual Meeting of Shareholders must be received at the
principal offices of the Company not later than December 1, 1999.
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 1998 ANNUAL REPORT AND FORM 10-K 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, 1998 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> 20
PROXY CARD
REVOCABLE PROXY
TIB FINANCIAL CORP.
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 25, 1999.
The undersigned hereby appoints Armando J. Henriquez and Marvin F.
Schindler or either of them with individual power of substitution, proxies to
vote all shares of the Common Stock of TIB Financial Corp. (the "Holding
Corporation") which the undersigned may be entitled to vote at the Annual
Meeting of Shareholders to be held at Cheeca Lodge, MM 82, Islamorada, Florida,
on Tuesday, May 25, 1999, at 3:00 p.m., and at any adjournment thereof.
SAID PROXIES WILL VOTE ON THE PROPOSAL SET FORTH IN THE NOTICE OF
ANNUAL MEETING AND PROXY STATEMENT AS SPECIFIED ON THIS CARD. IF A VOTE IS NOT
SPECIFIED, SAID PROXIES WILL VOTE IN FAVOR OF THE ELECTION OF THE FOUR DIRECTORS
LISTED BELOW AND FOR RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE
ANNUAL MEETING, SAID PROXIES WILL VOTE ON SUCH MATTERS IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
1. ELECTION OF DIRECTORS
FOR AGAINST ABSTAIN
[ ] [ ] [ ] Edward V. Lett
[ ] [ ] [ ] Scott A. Marr
[ ] [ ] [ ] Derek D. Martin-Vegue
[ ] [ ] [ ] Joseph H. Roth, Jr.
2 RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
<PAGE> 21
PLEASE MARK, SIGN BELOW, DATE AND RETURN
THIS PROXY PROMPTLY IN THE ENVELOPE
FURNISHED.
Please sign exactly as name appears on your
stock certificate. When shares are held by
joint tenants, both should sign. When
signing as attorney, as 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.
SHARES
----------------------------
DATED: , 1999
-----------------------
-----------------------------------
Signature
-----------------------------------
Signature if held jointly
-----------------------------------
Please print or type your name
[ ] Please mark here if you intend to attend the 1999 Annual Meeting of
Shareholders.
