<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:
......................................................................
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 0-11:1
......................................................................
4) Proposed maximum aggregate value of transaction:
......................................................................
5) Total fee paid:
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:
......................................................................
2) Form, Schedule or Registration Statement No.:
......................................................................
3) Filing Party:
......................................................................
4) Date Filed:
......................................................................
<PAGE> 2
TIB FINANCIAL CORP.
April 18, 2000
TO THE SHAREHOLDERS OF
TIB FINANCIAL CORP.
You are cordially invited to attend the 2000 Annual Meeting of
Shareholders of TIB Financial Corp. which will be held at Cheeca Lodge, MM 82,
Islamorada, Florida on Tuesday, May 23, 2000 beginning at 3:00 p.m. The social
hour begins at 2:00 p.m.
At the 2000 Annual Meeting you will be asked to consider and vote upon
the election of three directors to serve until the Annual Meeting of
Shareholders in 2003. Shareholders also will consider and vote upon such other
or further business as may properly come before the 2000 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,
James R. Lawson, III
Chairman of the Board
<PAGE> 3
TIB FINANCIAL CORP.
THE BANK HOLDING COMPANY FOR
TIB BANK OF THE KEYS
P. O. BOX 2808
KEY LARGO, FL 33037
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 2000
-----------------
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 23, 2000, 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 2003 (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, 2000 (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, 2000, 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
April 18, 2000 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 23, 2000
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 18, 2000.
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, 2000, 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 4,394,137
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 three persons for election as
directors of the Company to serve three-year terms which will expire at the
2003 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.
2
<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 2003
The following sets forth the name, age and principal occupation of the
three nominees for election as directors to three-year terms.
Name Age Principal Occupation
Gretchen K. Holland 57 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.
Marvin F. Schindler 56 MARVIN F. SCHINDLER is the owner and
operator of Florida Keys Truss, Inc. Mr.
Schindler is retired from the U.S. Army.
Mr. Schindler was elected to the Board of
the Bank in 1997.
Millard J. Younkers, Jr. 56 MILLARD J. YOUNKERS, JR. 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. Mr.
Younkers was elected to the Board of the
Bank in 1999.
3
<PAGE> 7
INCUMBENT DIRECTORS WHOSE TERMS EXPIRE IN 2001
Name Age Principal Occupation
B G Carter 57 B G CARTER is the Managing Director of
Independent Mortgage & Finance Company,
which focuses on commercial mortgage
brokerage. He is also the owner of
Westwinds of Key West Corp., 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 65 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 65 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.
INCUMBENT DIRECTORS WHOSE TERMS EXPIRE IN 2002
Name Age Principal Occupation
Edward V. Lett 54 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
4
<PAGE> 8
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 45 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 53 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. 53 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 a partner in the Hotel
Grove Isle and Marine located in Coconut
Grove, and Laplaya Beach Resort in Naples,
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.
With the exception of Mr. Schindler who was elected in February 1997,
Ms. Holland who was elected in March 1998 and Mr. Younkers who was elected in
September 1999 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 held 11 meetings during the 1999
fiscal year. Each director of the Company attended at least 75% of the board
meetings and committee meetings of
5
<PAGE> 9
which such director was a member. The Board of Directors of the Bank had 11
meetings during the 1999 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. Lawson, Marr,
Martin-Vegue, Roth, and Younkers.
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 Ms. Holland and Messrs. Carter, Lawson, Martin-Vegue, and
Roth.
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. Lawson, Marr, Martin-Vegue, Roth, and Younkers.
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 currently
composed of Messrs. Henriquez, Lawson, Lett, Marr, and Schindler.
6
<PAGE> 10
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 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 44, is Senior Vice
President and Chief Financial Officer of
the Bank since July of 1999. From 1996
through July 1999, Mr. Johnson was Vice
President, Controller and Investment
Officer of the Bank. Prior to January
1996, Mr. Johnson served as Assistant Vice
President, Controller and Investment
Officer of the Bank.
Millard J. Younkers, Jr. See the table above under "Directors."
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 1999, 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 first 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 annual salary for Edward V.
Lett, President and Chief Executive Officer of the Company and the Bank, was
increased by $15,000 to $175,000 for 2000. Based on specific accomplishments
and the overall financial performance of the Company including the achievement
of above targeted performance goals in 1999, Mr. Lett was awarded a cash bonus
award of $97,520, of which $50,000 was bonus paid from the Company for
completing the negotiations of a one time extraordinary profit associated with
the creation and sale of an option to purchase a substantial interest in an
insurance company.
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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.
Scott A. Marr, Chairman
Dr. Armando J. Henriquez
James R. Lawson, III
Edward V. Lett
Marvin F. Schindler
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
9
<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).
<TABLE>
<CAPTION>
June 18, 1997 1997 1998 1999
------------- ---- ---- ----
<S> <C> <C> <C> <C>
TIB FINANCIAL CORP 100 108 91 87
INDEPENDENT BANK INDEX 100 129 141 128
NASDAQ INDEX 100 109 154 279
</TABLE>
COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION
Mr. Lett served as a member of the Compensation Committee in 1999. 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
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<PAGE> 14
concerning compensation during the fiscal years 1999, 1998 and 1997 of the
Bank's executive officers whose annual compensation was in excess of $100,000
during 1999 or who served as Chief Executive Officer of the Bank during 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
------------ All Other
Other Annual Securities
Name and Principal Fiscal Compensation Underlying Compensation
Position Year Salary ($) Bonus ($) ($) (1) Options (#) ($) (2)
-------- ---- ---------- --------- ------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
Edward V. Lett 1999 $160,000 $ 97,520 $10,000 -0- 1,000
President and Chief Executive 1998 160,000 14,506 10,000 -0- 1,000
Officer 1997 144,200 43,819 10,000 30,000 1,365
Millard J. Younkers, Jr. 1999 $120,000 $ 24,000 $ 2,500 -0- 1,000
Executive Vice President 1998 116,750 24,000 -0- -0- 1,000
1997 104,661 20,000 9,000 25,000 145
</TABLE>
(1) Includes (i) quarterly retainer for attending Board of Directors meetings
paid to Mr. Lett and Mr. Younkers, and (ii) amounts paid to Mr. Younkers
as a housing allowance in 1997. 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
Employee Stock Ownership Plan with 401(k) provisions.
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, 1999.
AGGREGATE OPTION EXERCISES IN 1999
AND DECEMBER 31, 1999 OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of
Underlying Unexercised Unexercised In-the-Money
Options at 12/31/99 Options at 12/31/99 (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- 41,100 72,900 $152,399 $202,699
Millard J. Younkers, Jr. -0- -0- 9,500 30,500 $ 5,063 $ 11,813
</TABLE>
(1) Market value of underlying shares at exercise or year-end, minus the
exercise price.
11
<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 annual salary
of $175,000 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. Another employee of the Bank, Millard J. Younkers, Jr. is
a party to an employment agreement with the Bank. The terms, conditions and
benefits under this agreement is the same as described above except that 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 non-executive officer 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.
12
<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) 909,685 19.5%
James R. Lawson (3)(9) 230,804 5.0%
Joseph H. Roth, Jr. (3)(5) 362,559 7.8%
Directors
- ---------
BG Carter (3)(6) 150,178 3.2%
Dr. Armando J. Henriquez (7) 41,506 * %
Gretchen K. Holland (8) 9,474 * %
James R. Lawson (3)(9) 230,804 5.0%
Edward V. Lett (3)(10) 189,123 4.1%
Scott A. Marr (11) 33,542 * %
Derek D. Martin-Vegue (12) 37,071 * %
Joseph H. Roth, Jr. (3)(5) 362,559 7.8%
Marvin F. Schindler (13) 10,000 * %
Millard J. Younkers, Jr. (14) 10,500 * %
All directors and executive officers
as a group (11 persons) 675,234 14.5%
</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.
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<PAGE> 17
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 4,394,137 shares outstanding as of March 31, 2000 plus 260,360
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 136,748 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 919 shares held of record by Mr. Roth's spouse.
(6) Includes 13,430 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) 42,300
shares representing unexercised options.
(11) Includes (a) 1,800 shares held of record by Mr. Marr's spouse, and (b)
18,225 shares representing unexercised options.
(12) Includes 30,000 shares representing unexercised options.
(13) Includes 5,000 shares representing unexercised options.
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<PAGE> 18
(14) Includes 9,500 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, 1999, 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, 2000, 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 $12,836,555 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, 2000, 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 2001 Annual Meeting of Shareholders must be received at the
principal offices of the Company not later than December 1, 2000.
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 1999 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, 1999 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.
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<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 23, 2000.
The undersigned hereby appoints Armando J. Henriquez and Derek D.
Martin-Vegue 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 23, 2000, 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 THREE
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
[ ] [ ] [ ] Gretchen K. Holland
[ ] [ ] [ ] Marvin F. Schindler
[ ] [ ] [ ] Millard J. Younkers, 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: ____________, 2000
-----------------------------------
Signature
-----------------------------------
Signature if held jointly
-----------------------------------
Please print or type your name
[ ] Please mark here if you intend to attend the 2000 Annual Meeting of
Shareholders.
