SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ______________)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
HARBOR FLORIDA BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(a) 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 this filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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2
<PAGE>
[LETTERHEAD OF HARBOR FLORIDA BANCSHARES, INC.]
December 15, 1999
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders (the "Annual
Meeting") of Harbor Florida Bancshares, Inc. ("Bancshares" or the "Company"),
the stock holding company for Harbor Federal Savings Bank (the "Bank"). The
purpose of the Annual Meeting is to consider the election of three (3) directors
of the Company for three year terms and to ratify the appointment by the
Company's Board of Directors of the firm of KPMG LLP as independent public
accountants for the Company for the fiscal year ending September 30, 2000. The
Annual Meeting is scheduled to be held on Friday, January 21, 2000, at 10:00
a.m., Florida time, at Old City Hall Annex, 315 Avenue A, Fort Pierce, Florida.
The attached Notice of Annual Meeting and Proxy Statement describes the
proposals in detail. Directors and officers of the Company will be present at
the Annual Meeting to respond to any questions that you may have regarding the
agenda for the Annual Meeting.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. YOUR COOPERATION
IS APPRECIATED SINCE A MAJORITY OF THE COMMON STOCK OUTSTANDING MUST BE
REPRESENTED EITHER IN PERSON OR BY PROXY TO CONSTITUTE A QUORUM FOR THE CONDUCT
OF BUSINESS AT THE ANNUAL MEETING.
On behalf of the Board of Directors and all of the employees of the
Company and the Bank, I wish to thank you for all your support and interest. We
look forward to seeing you at the Annual Meeting.
Sincerely yours,
/s/ Michael J. Brown, Sr.
Michael J. Brown, Sr.
President and CEO
<PAGE>
HARBOR FLORIDA BANCSHARES, INC.
100 S. Second Street
Fort Pierce, Florida 34950
(561) 461-2414
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 21, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Harbor
Florida Bancshares, Inc. ("Bancshares" or the "Company") will be held at Old
City Hall Annex located at 315 Avenue A, Fort Pierce, Florida on Friday, January
21, 2000, at 10:00 a.m. Florida time, for the following purposes, as more
completely set forth in the accompanying Proxy Statement:
1. To elect three (3) directors of the Company for three year terms.
2. To ratify the appointment by the Company's Board of Directors of the
firm of KPMG LLP as independent public accountants for the Company for the
fiscal year ending September 30, 2000.
3. To transact such other business as may properly come before the
meeting. Except with respect to procedural matters incident to the conduct of
the meeting, management of Bancshares is not aware of any matters other than
those set forth above which may properly come before the meeting.
The Board of Directors of Bancshares has fixed December 10, 1999, as the
voting record date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting. Only those stockholders of record as of the
close of business on that date will be entitled to vote at the Annual Meeting.
BY ORDER OF THE BOARD OF
DIRECTORS
/s/ Michael J. Brown, Sr.
Michael J. Brown, Sr.
President & CEO
December 15, 1999
Fort Pierce, Florida
YOUR VOTE IS IMPORTANT. YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE
ANNUAL MEETING YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY. ANY PROXY GIVEN
MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE
THEREOF. PROXIES MUST BE RECEIVED PRIOR TO THE COMMENCEMENT OF THE MEETING.
<PAGE>
HARBOR FLORIDA BANCSHARES, INC.
---------------
PROXY STATEMENT
---------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 21, 2000
This Proxy Statement is being furnished to the holders of the common
stock, par value $0.10 per share ("Common Stock"), of Harbor Florida Bancshares,
Inc. ("Bancshares" or the "Company"), in connection with the solicitation of
proxies by the Board of Directors for use at its Annual Meeting of Stockholders
("Annual Meeting") to be held on Friday, January 21, 2000, at Old City Hall
Annex located at 315 Avenue A, Fort Pierce, Florida at 10:00 a.m. Florida time,
for the purposes set forth in the attached Notice of Annual Meeting of
Stockholders. This Proxy Statement is first being mailed to stockholders on or
about December 15, 1999.
Each proxy solicited hereby, if properly signed and returned to Bancshares
and not revoked prior to its use, will be voted in accordance with the
instructions indicated on the proxies. If no contrary instructions are given,
each signed proxy received will be voted in favor of the election of Messrs.
Bird, Fee and Neill and in favor of the ratification of KPMG LLP, in the
discretion of the proxy holder, as to any other matter which may properly come
before the Annual Meeting. Only proxies that are returned can be counted and
voted at the Annual Meeting.
SOLICITATION OF PROXIES
All costs of the solicitation of proxies will be borne by Bancshares. In
addition, directors, officers and other employees of Bancshares or Harbor
Federal Savings Bank (the "Bank") may solicit proxies personally or by telephone
or other means without additional compensation. Bancshares will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners of
Common Stock.
REVOCATION OF PROXIES
A stockholder who has given a proxy may revoke it at any time prior to its
exercise at the Annual Meeting by (i) giving written notice of revocation to the
Secretary of Bancshares, (ii) properly submitting to Bancshares a duly-executed
proxy bearing a later date, or (iii) attending the Annual Meeting and voting in
person. All written notices of revocation and other communications with respect
to revocation of proxies should be addressed as follows: Harbor Florida
Bancshares, Inc., 100 S. Second Street, Fort Pierce, Florida 34950, Attention:
Secretary. Proxies solicited hereby may be exercised only at the Annual Meeting
and will not be used for any other meeting.
VOTING SECURITIES
The securities that may be voted at the Annual Meeting consists of shares
of Common Stock, with each share entitling its owner to one vote on all matters
to be voted on at the Annual Meeting, except as described below. Only holders of
record of Common Stock at the close of business on December 10, 1999, (the
"Record Date") will be entitled to notice of and to vote at the Annual Meeting.
On the Record Date there were 27,173,527 shares of Common Stock issued and
outstanding. Bancshares had no other class or securities outstanding at this
time.
As provided in Bancshares' Certificate of Incorporation, holders of Common
Stock who beneficially own in excess of ten percent of the outstanding shares of
Common Stock (the "Limit") are not entitled to any vote with
1
<PAGE>
respect to shares held in excess of the Limit. A person or entity is deemed to
beneficially own shares owned by an affiliate of, as well as by persons acting
in concert with, such person or entity. The Company's Certificate of
Incorporation authorizes the Board of Directors (i) to make all determinations
necessary to implement and apply the Limit, including determining whether
persons or entities are acting in concert and (ii) to demand that any person who
is reasonably believed to beneficially own stock in excess of the Limit supply
information to the Company to enable the Board of Directors to implement and
apply the Limit.
The presence in person or by proxy of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote (after
subtracting any shares in excess of the Limit) is necessary to constitute a
quorum at the Annual Meeting. With respect to any matter, any shares for which a
broker indicates on the proxy that it does not have discretionary authority as
to such shares to vote on such matter ("Broker Non-Votes") will be considered
present for the purposes of determining whether a quorum is present. In the
event there are not sufficient votes for a quorum or to approve or ratify any
proposal at the time of the Annual Meeting, the Annual Meeting shall be
adjourned in order to permit further solicitation of proxies.
VOTING PROCEDURES
Once a quorum has been established, the affirmative vote of a majority of
the outstanding shares of Common Stock present or represented in proxy at the
Annual Meeting is required to approve the proposals described in this proxy
statement, except that directors can be elected by a plurality of stockholders.
Stockholders are not permitted to cumulate their votes for the election of
directors or any other purpose. Votes may be cast for or withheld from each
nominee for election as directors. Votes that are withheld and Broker Non-Votes
will have no effect on the outcome of the election for directors because
directors will be elected by a plurality of votes cast.
With respect to the other proposals to be voted upon at the Annual
Meeting, stockholders may vote for or against a proposal and may abstain from
voting. Ratification of KPMG LLP as independent auditors for the fiscal year
ending September 30, 2000, will require the affirmative vote of a majority of
the outstanding shares of Common Stock present in person or by proxy at the
Annual Meeting and entitled to vote. Abstentions will have the same effect as a
vote against this proposal. Broker Non-Votes, however, are not counted as
presented and entitled to vote on the proposals, and have no effect on such
vote.
The Company's annual report to stockholders for its fiscal year ended
September 30, 1999 (the "Annual Report"), is mailed herewith to stockholders.
The Company will file with the Securities and Exchange Commission (the "SEC") an
Annual Report on Form 10-K for the fiscal year ended September 30, 1999.
Stockholders may obtain, free of charge, either an additional copy of the Annual
Report or a copy of the Annual Report on Form 10-K by requesting it by telephone
or in writing from Bonnie Forrest, Harbor Florida Bancshares, Inc., 100 S.
Second Street, Fort Pierce, FL 34950, (561) 460-7046.
Executed, unmarked proxies will be voted for all proposals.
Proxies solicited hereby are to be returned to the Company's transfer
agent, American Stock Transfer & Trust Company. The Board of Directors has
designated Nixon Peabody LLP, the Company's special counsel, to act as Inspector
of Election and tabulate votes at the Annual Meeting. After the final
adjournment of the Annual Meeting, the proxies will be returned to the Company.
Beneficial Ownership of Common Stock
The following table sets forth information as of September 30, 1999,
except as specifically noted, with respect to ownership of the Company's Common
Stock by: (i) the Harbor Federal Savings Bank Employee Stock Ownership Plan (the
"ESOP"); (ii) Thomson Horstmann & Bryant, Inc. and Westport Asset Management;
(iii) the executive officers and directors of the Company; and (iv) all the
directors and executive officers of the Company as a group. Except for those
listed below, Bancshares has no knowledge of any other person (including any
"group" as
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that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) who owns beneficially more than 5% of the Common Stock.
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned(1)
---------------------
Name Title or Address Number(2) Percent
---- ---------------- --------- -------
<S> <C> <C> <C>
Harbor Federal Savings Bank 100 S. Second Street
Employee Stock Ownership Plan Fort Pierce, FL 34950 2,204,373 8.11%
Thomson Horstmann & Bryant, Inc. Park 80 West, Plaza Two
Saddle Brook, NJ 07663 1,743,100 6.41%
Westport Asset Management 245 Riverside Avenue
Westport, CT 06880 1,548,500 5.70%
Bruce R. Abernethy, Sr. Vice Chairman of the
Board 355,476(3)(12)(14) 1.31%
Richard N. Bird Director 161,109(8) (14) *
Michael J. Brown, Sr. Director, President and
Chief Executive Officer 795,581(4)(15) 2.93%
Richard K. Davis Director 285,777(3)(5)(14) 1.05%
Edward G. Enns Chairman of the Board 103,763(6)(14) *
Frank H. Fee III Director 403,284(3)(13)(14) 1.48%
Richard B. Hellstrom Director 169,981(7)(14) *
Don W. Bebber Senior Vice President 159,711(9) (15) *
Robert W. Bluestone Senior Vice President 348,418(15)(16) 1.28%
Albert L. Fort Senior Vice President 159,541(10)(15) *
David C. Hankle Senior Vice President 248,364(11)(15) *
J. Hal Roberts Senior Vice President 22,700(17) *
Directors and Executive Officers
as a group (12 persons) N/A 3,213,705 11.83%
</TABLE>
- --------------------
(1) Except as otherwise noted, all beneficial ownership by directors and
executive officers is direct and each director or executive officer
exercises sole voting and investment power over the shares.
(2) Reflects information provided by these persons, filings made by these
persons with the Securities and Exchange Commission, and other information
known to Bancshares.
(footnotes continued on next page)
3
<PAGE>
(3) Includes 138,304, 59,327 and 105,755 shares, respectively, held by the
Directors' Deferred Compensation Plan for the benefit of Messrs.
Abernethy, Davis and Fee.
(4) Includes currently exercisable options to purchase 26,262 shares. Does not
include 33,855 shares held by spouse or 1,201 shares held in trust for the
benefit of grandchildren. Mr. Brown disclaims beneficial ownership of
these shares.
(5) Includes 67,634 shares held by Richard K. Davis Construction Corporation
Profit Sharing Fund. Does not include 22,292 shares owned by Nancy D.
Davis, spouse. Mr. Davis disclaims beneficial ownership of the 22,292
shares held by his spouse.
(6) Includes currently exercisable options to purchase 37,304 shares. Does not
include 27,026 shares held by spouse. Mr. Enns disclaims beneficial
ownership of the shares held by his spouse.
(7) Includes currently exercisable options to purchase 8,257 shares and 12,018
shares held by spouse.
(8) Includes currently exercisable options to purchase 10,962 shares and
29,635 shares held by spouse, of which 6,956 shares are unvested shares of
restricted stock ("RRP Stock") awarded pursuant to the Harbor Florida
Bancshares 1998 Stock Incentive Plan for Directors, Officers and Employees
(the "Plan").
(9) Includes currently exercisable options to purchase 54,351 shares. Does not
include 2,002 shares held by spouse. Mr. Bebber disclaims beneficial
ownership of the shares held by his spouse.
(10) Includes currently exercisable options to purchase 6,565 shares. Does not
include 22,574 shares held by spouse. Mr. Fort disclaims beneficial
ownership of the shares held by his spouse.
(11) Includes currently exercisable options to purchase 6,565 shares. Does not
include 16,413 shares held by spouse and 24,433 shares held as custodian
for minor children. Mr. Hankle disclaims beneficial ownership of these
shares.
(12) Includes currently exercisable options to purchase 56,543 shares. Does not
include 18,981 shares held by spouse. Mr. Abernethy disclaims beneficial
ownership of the shares held by his spouse.
(13) Includes currently exercisable options to purchase 8,257 shares. Does not
include 12,304 shares held by spouse. Mr. Fee disclaims beneficial
ownership of the shares held by his spouse.
(14) Includes 22,061, 19,817, 19,817, 24,732, 19,817 and 19,817 unvested shares
of RRP Stock awarded, respectively, to Messrs. Abernethy, Bird, Davis,
Enns, Fee and Hellstrom. These shares will continue to vest in equal
annual installments over the next four years.
(15) Includes 141,817, 35,454, 35,455, 35,454 and 35,455 of unvested shares of
RRP Stock awarded, respectively, to Messrs. Brown, Bebber, Bluestone, Fort
and Hankle. These shares will continue to vest in equal annual
installments over the next nine years.
(16) Includes currently exercisable options to purchase 6,565 shares.
(17) Includes 19,500 shares of unvested RRP Stock. Awards of RRP stock will
vest in annual installments of approximately 11.1% of the total award
beginning on April 19, 2000.
* Represents less than 1% of outstanding shares.
---------------
4
<PAGE>
PROPOSAL I - ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provide that the Board of
Directors be composed of not less than five nor more than 15 members. Currently,
there are seven members, whose terms are divided into three approximately equal
classes. The members of each class are elected for a term of three years. One
class is elected annually.
Three directors will be elected at the Annual Meeting. The Board of
Directors has renominated current directors Richard N. Bird and Frank H. Fee for
re-election and nominated Richard V. Neill, Sr. for election. Richard K. Davis
has decided to retire from the Board. If elected, Messrs. Bird, Fee and Neill
will each serve as director for a three year term expiring at the Annual Meeting
to be held in 2003.
The Nominating Committee of the Board of Directors determines management
nominees for election as directors. The Bylaws also allow stockholders to submit
nominations in writing directly to the Corporate Secretary of the Company not
fewer than ninety (90) days prior to the date of the Annual Meeting. No
stockholder nominations have been received by the Company. There are no
arrangements known to management between the persons named and any other person
pursuant to which such nominees were selected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE ABOVE
NOMINEES FOR DIRECTOR UNDER THIS PROPOSAL I.
The persons named in the enclosed proxy intend to vote for the election of
the named nominees, unless the proxy is marked by the stockholder to the
contrary. If any nominee is unable to serve, all valid proxies will be voted for
the election of such substitute as the Board of Directors may recommend. The
Board of Directors knows of no reason why any nominee might be unable to serve.
The following table sets forth certain information, as of September 30,
1999, with respect to each nominee, and each director continuing in office.
<TABLE>
<CAPTION>
Name Age Director Since(1) New or Current Term to Expire(2)
---- --- ----------------- --------------------------------
<S> <C> <C> <C>
BOARD NOMINEES
Richard N. Bird 59 1997 2003
Frank H. Fee 56 1987 2003
Richard V. Neill, Sr 65 N/A 2003
DIRECTORS CONTINUING IN OFFICE
Bruce R. Abernethy 64 1983 2002
Michael J. Brown, Sr 58 1977 2001
Edward G. Enns 66 1977 2002
Richard B. Hellstrom 63 1988 2001
</TABLE>
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<PAGE>
- --------------------
(1) Includes prior service on the Board of Directors of the Bank, if
applicable.
(2) All terms expire on the date of the Annual Meeting.
The principal occupation for the last five years for each nominee and
continuing director of the Company is set forth below.
Bruce R. Abernethy, Sr. Mr. Abernethy was elected to the Board in
1983. He served as Executive Vice
President of the Fort Pierce/St. Lucie
County Chamber of Commerce from May 1991
to May 1993. Prior to that Mr. Abernethy
was operations manager for the Southern
Bell Telephone Company. He currently
resides in St. Lucie County, Florida, and
is retired.
Richard N. Bird Mr. Bird was elected to the Board in
1997. He is President and principal
broker of Bird Realty Group, Inc., a real
estate brokerage firm specializing in
commercial real estate in Indian River
County. He is recently retired from
elected office after serving sixteen
years on the Indian River County
Commission. Mr. Bird assisted the Bank in
forming the Indian River County Advisory
Board and served as a member of that
Board in 1996. He conducts his business
in Indian River County, Florida.
Michael J. Brown, Sr. Mr. Brown has served as President and
Chief Executive Officer of the Bank since
1976. He was elected to the Board in
1977. Prior to joining the Bank, Mr.
Brown was the Chief Financial Officer at
University Federal Savings in Coral
Gables, Florida and Prudential Savings in
Clayton, Missouri. Mr. Brown has served
as president of the Chamber of Commerce
and the Rotary Club. He has also been a
member of the Federal Home Loan Mortgage
Corporation Advisory Board, and currently
serves as a director of America's
Community Bankers.
Edward G. Enns Mr. Enns has served as a Director since
1977. He is the owner of the Enns Agency,
a property and casualty insurance agency
located in Fort Pierce, Florida. He is a
former County Commission Chairman of St.
Lucie County, Florida, and presently
serves as mayor of the city of Fort
Pierce.
Frank H. Fee, III Mr. Fee has served as a Director since
1987. He is an attorney and President of
the law firm of Fee & Koblegard, P.A.
which does business under the registered
name of Fee, Koblegard & DeRoss, a
general practice law firm located in Fort
Pierce, Florida. Mr. Fee is also
President of Treasure Coast Abstract &
Title Insurance Company, an abstracting
and title insuring agent firm, and in the
business of citrus and cattle production.
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<PAGE>
Richard B. Hellstrom Mr. Hellstrom has been a Director since
1988. He is shareholder and President of
Lindahl, Browning, Ferrari & Hellstrom,
Inc., a firm specializing in civil,
environmental and agricultural
engineering. He conducts his business in
St. Lucie and Martin Counties, Florida.
Richard V. Neill, Sr. Mr. Neill is an attorney and Chairman of
the Board of the law firm of Neill,
Griffin, Jeffries, Fowler, Tierney &
Neill, Chartered. The firm conducts a
general practice. Mr. Neill engages in
trial practice in Fort Pierce, Florida.
He has served on the Board of Governors
of the Florida Bar and is a Fellow of the
American College of Trial Lawyers.
Through a family business, Mr. Neill is
also engaged in tomato farming and
production of cattle.
Board Meetings and Committees
The Board of Directors currently meets once a month and may have
additional meetings. During the fiscal year ended September 30, 1999, the Board
met 13 times. All Directors who served as directors during the fiscal year ended
September 30, 1999, attended at least 75% of Board meetings. All committee
members attended at least 75% of the meetings of their respective committees.
The standing committees include the following:
Audit Committee. The Audit Committee met four times during the fiscal year
ended September 30, 1999. The Audit Committee reviews the internal audit
department of the Bank as well as selecting the independent auditors for
Bancshares. It also has oversight of the Bank's internal control structure and
financial reporting and reviews the Bank's annual audit plan. This committee
currently consists of Messrs. Abernethy, Davis and Enns.
Compensation Committee. The Compensation Committee met three times in
fiscal 1999. It reviews and discusses employee performance and prepares
recommendations for annual salary adjustments and bonuses. The Committee also
administers the Bank and the Company's stock benefit plans, except the ESOP.
This committee currently consists of Messrs. Abernethy, Enns, and Hellstrom.
Credit Committee. The Credit Committee met ten times in fiscal 1999. It
evaluates and takes action on credit applications that represent a total
exposure over a certain threshold. The Committee meets on an as-needed basis and
consists of Directors Abernethy, Bird, Davis, Enns, Fee and Hellstrom. The
Committee requires a quorum of three (3) members in order to conduct business.
ESOP Committee. The ESOP Committee met four times during fiscal 1999. It
administers the ESOP. The Committee currently consists of Messrs. Abernethy,
Enns and Hellstrom.
Directors' Fees
Directors receive a monthly fee of $1,855 for serving on the Board.
Directors Abernethy and Fee defer their compensation through the Directors'
Unfunded Deferred Compensation Plan. In addition, each Director is covered by a
Group Accident and Travel Plan at a cost of $290 per year per Director. The
Chairman of the Board, Edward G. Enns, receives an additional $460 per month and
the Vice-Chairman, Bruce R. Abernethy, Sr., receives an additional $210 per
month. The Chairman and Vice-Chairman devote approximately 10% and 8%,
respectively, of their professional time to the affairs of the Company.
President Brown receives no fees for serving on the Board of Directors.
Director Retirement Plan
The Bank has established a Director Retirement Plan. Under this plan,
non-employee directors who served on the Board of Directors for ten (10) years
and have attained the age of 65 are entitled to receive annually until
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death a payment upon retirement equal to 2 1/2% of the average of the annual
Board fee paid such directors for the last three years of service multiplied by
his years of Board services (not to exceed 50% of the average annual retainer).
In 1996, the Board discontinued this plan on a prospective basis. Directors who
were elected to the Board after 1996, such as Richard N. Bird and Richard V.
Neill, are not eligible to participate in this plan.
Directors' Unfunded Deferred Compensation Plan
The Unfunded Deferred Compensation Plan for Directors (the "Directors'
Deferred Compensation Plan") provides that a director may elect to defer all or
part of his annual director fees to fund the Directors' Deferred Compensation
Plan. The plan also provides that deferred fees are to earn interest at an
annual rate equal to the 30-month certificate of deposit rate adjusted and
compounded quarterly. Amounts deferred under the Directors' Deferred
Compensation Plan are distributed in annual installments over a ten year period
beginning with the first day of the calendar year immediately following the year
in which the director ceases to be a director. The Directors' Deferred
Compensation Plan also provides methods of distribution in the event of the
death of the participant as well as retirement or removal from the Board. As of
September 30, 1999, the Directors' Deferred Compensation Plan held 138,304
59,327, and 105,755 shares of Common Stock for Messrs. Abernethy, Davis and Fee,
respectively. These shares were acquired by the Plan utilizing deferred annual
director fees of Messrs. Abernethy, Davis and Fee. Currently Directors Abernethy
and Fee are deferring director fees pursuant to the Directors' Deferred
Compensation Plan.
Executive Compensation
The following table sets forth the compensation paid to Mr. Michael J.
Brown, Sr., President and Chief Executive Officer, Robert W. Bluestone, Senior
Vice President - Retail Banking, David C. Hankle, Senior Vice President - Credit
Administration/Commercial Lending, Don W. Bebber, Senior Vice President and
Chief Financial Officer, and Albert L. Fort, Senior Vice President - Operations
in each of the last three fiscal years. No other executive officer of the
Company or the Bank served as President or earned a total salary and bonus in
excess of $100,000 during these three fiscal years.
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<TABLE>
<CAPTION>
All Other
Annual Compensation Long-Term Compensation Compensation($)(2)
------------------- ---------------------- ------------------
Restricted
Name and Stock
Principal Position Year(1) Salary($) Bonus($) Awards($)(3) Options(#)(4)
------------------ ------- --------- -------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Brown, Sr. 1999 $277,613 $26,758 $0 0 $159,556
President 1998 265,057 25,244 1,684,466 262,623 153,370
1997 250,057 23,804 0 18,028 127,709
Robert W. Bluestone 1999 $138,777 $13,376 $0 0 $37,195
Senior Vice President - 1998 132,800 12,800 421,122 65,656 39,526
Retail Banking 1997 127,083 12,250 0 0 8,375
David C. Hankle 1999 $137,708 $13,275 $0 0 $37,850
Senior Vice President - 1998 131,792 12,700 421,122 65,656 42,192
Credit Administration/ 1997 126,083 12,150 0 0 11,852
Commercial Lending
Don W. Bebber 1999 $130,858 $12,265 $0 0 $31,882
Senior Vice President- 1998 120,792 11,150 421,111 65,656 36,074
Chief Financial Officer 1997 110,333 10,450 0 0 9,162
Albert L. Fort 1999 $112,017 $10,710 $0 0 $31,882
Senior Vice President- 1998 106,083 10,100 421,111 65,655 34,313
Operations 1997 100,283 9,670 0 0 10,218
</TABLE>
- --------------------------
(1) The Company and the Bank's fiscal years each end September 30.
(2) For fiscal 1999 consists of insurance payments of $6,530, $3,319, $3,311,
$3,263 and $3,115 and contributions to the ESOP in the equivalent amount
of $36,676, $33,876, $33,810, $31,114 and $27,118 for Messrs. Brown,
Bluestone, Hankle, Bebber and Fort, respectively. Additionally, the Bank
contributed $729 and $1,649 to Messrs. Hankle and Fort, respectively,
pursuant to the Bank's 401(k) Profit Sharing Plan and Trust. The Bank also
contributed $116,350 to fund Mr. Brown's Supplemental Executive Retirement
Plan. Other personal benefits provided by the Company or the Bank have not
been listed. The aggregate amount of such benefits does not exceed the
lesser of $50,000, or 10% of each named executive officers' cash
compensation.
(3) Represents restricted shares of Common Stock awarded by the Compensation
Committee pursuant to the Harbor Florida Bancshares, Inc. 1998 Stock
Incentive Plan for Directors, Officers and Employees (the "Plan"). Awards
were granted on September 18, 1998, the date the Plan was approved by
stockholders. Common Stock granted to Messrs. Brown, Bluestone, Hankle,
Bebber and Fort as restricted stock awards pursuant to the Plan vest in
annual installments of 10% of the total award, beginning on September 18,
1999. The value of such shares, when awarded, was determined by
multiplying the number of shares awarded by the price of the Common Stock
on September 18, 1998, the date of grant or $10.69 per share.
9
<PAGE>
(4) Options awarded in fiscal 1997 were awarded pursuant to the Harbor Federal
Savings Bank 1994 Incentive Stock Option Plan. All share awards from those
years have been restated to take into account the Conversion, whereby each
share of Harbor Florida Bancorp, Inc. common stock was exchanged for
6.0094 shares of the Common Stock. Options awarded in fiscal 1998 were
awarded pursuant to the 1998 Stock Incentive Plan.
----------------------
Option Grants in Last Fiscal Year. No options were granted during fiscal
1999 to Messrs. Brown, Bluestone, Hankle, Bebber and Fort.
Aggregate Option Exercises and Year-End Option Values. The following table
sets forth the number of shares acquired on the exercise of stock options and
the aggregate gains realized on the exercise during fiscal 1999 by Messrs.
Brown, Bebber, Bluestone, Fort and Hankle. The table also sets forth the number
of shares covered by exercisable and unexercisable options held by the named
individuals on September 30, 1999, and the aggregate gains that would have been
realized had these options been exercised on September 30, 1999, even though
these options were not exercised, and the unexercised options could not have
been exercised, on September 30, 1999. Certain per share numbers are adjusted
for the conversion whereby all existing shares of Harbor Florida Bancorp, Inc.
were exchanged for 6.0094 shares of Common Stock.
<TABLE>
<CAPTION>
Shares
Acquired
On Exercise Number of Shares Value of Unexercised
During Value Covered by Unexercised In-The-Money
Name Fiscal 1999 Realized(1) Options on 9/30/99 Options As Of 9/30/99(2)
---- ----------- ----------- ------------------ ------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Brown, Sr. 34,855 $323,385 26,262 266,407 $39,340 $464,451
Don W. Bebber 0 0 54,351 62,095 512,925 111,643
Robert W. Bluestone 14,350 130,442 6,565 62,095 9,834 111,643
Albert L. Fort 14,350 133,139 6,565 60,094 9,834 111,642
David C. Hankle 14,351 130,451 6,565 62,095 9,834 111,643
</TABLE>
- --------------------------
(1) Equals the difference between the aggregate exercise price of the options
exercised and the aggregate fair market value of the Common Stock received
upon exercise computed using the price of the last sale of the Common
Stock on the exercise date, as quoted on the Nasdaq National Market and,
if necessary, adjusted for the Conversion. All options exercised had an
adjusted exercise price of $1.66 per share. Mr. Brown exercised 34,855
options on January 26, 1999, when the adjusted market price of the Common
Stock was $10.938 per share. Mr. Bluestone exercised 14,350 options on
January 6, 1999, when the adjusted market price of the Common Stock was
$10.75 per share. Mr. Fort exercised 14,350 options on January 26, 1999,
when the adjusted market price of the Common Stock was $10.938 per share.
Mr. Hankle exercised 14,351 options on January 14, 1999, when the adjusted
market price of the Common Stock was $10.75 per share.
(2) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the Common Stock that will be
received upon exercise, assuming such exercise occurred on Wednesday,
September 30, 1999, at which date the last sale of the Common Stock as
quoted on the NASDAQ National Market was at $12.188 per share.
--------------------
10
<PAGE>
Employee Stock Ownership Plan. In 1994, the Bank established the ESOP for
employees age 21 or older who have at least one year of credited service with
the Bank. Following the creation of Bancshares, investments in the Harbor
Florida Bancorp, Inc., and previously the Bank's, common stock by the ESOP were
exchanged for Common Stock.
As of September 30, 1999, the ESOP held 2,204,373 shares of Common Stock.
These shares represent both those received by the ESOP in exchange for shares of
Harbor Florida Bancorp, Inc. common stock held before the conversion and as well
as shares purchased by the ESOP in the conversion. Shares of Common Stock
purchased by the ESOP were funded by borrowed funds from Bancshares in the
conversion. Shares purchased in the conversion by the ESOP will be allocated to
participants' accounts over 20 years.
The ESOP is administered by an unaffiliated corporate trustee in
conjunction with the ESOP Committee of the Board. The ESOP trustee must vote all
allocated shares held by the ESOP in accordance with the instructions of
participating employees. Shares for which employees do not give instructions
will be voted by the ESOP trustee.
GAAP requires that any third party borrowing by the ESOP be reflected as a
liability on Bancshares' statement of financial condition. Since the ESOP is
borrowing from Bancshares, such obligation is eliminated in consolidation.
However, the cost of unallocated shares are treated as a reduction of
shareholders' equity.
Contributions to the ESOP and shares released from the suspense account
are allocated among ESOP participants on the basis of participants' compensation
as it relates to total participant compensation. Employees are fully vested upon
completion of five years of service. Benefits may be payable upon retirement,
early retirement, disability, death or separation from service.
The ESOP is subject to the requirements of ERISA and the regulation of IRS
and the United States Department of Labor.
Pension Plan. The Bank provides a noncontributory, defined benefit pension
plan through the Financial Institutions Retirement Fund of White Plains, New
York (the "Pension Plan") which covers all full-time employees who have one year
of service with the Bank and have attained twenty-one years of age. An employee
is 100% vested in the Pension Plan when he/she completes five years of
employment at the Bank. Employees who reach the age of sixty-five (65) are also
100% vested in the Pension Plan, regardless of completed years of employment.
The following table illustrates the annual pension benefits at age 65
under the most advantageous plan provisions available at various levels of
average annual salary and years of service.
<TABLE>
<CAPTION>
Average
Salary 5 10 15 20 25 30 35
------ - -- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C> <C>
$ 20,000 $ 2,000 $ 4,000 $ 6,000 $ 8,000 $ 10,000 $ 12,000 $ 14,000
$ 40,000 $ 4,000 $ 8,000 $12,000 $16,000 $ 20,000 $ 24,000 $ 28,000
$ 60,000 $ 6,000 $12,000 $18,000 $24,000 $ 30,000 $ 36,000 $ 42,000
$ 80,000 $ 8,000 $16,000 $24,000 $32,000 $ 40,000 $ 48,000 $ 56,000
$100,000 $10,000 $20,000 $30,000 $40,000 $ 50,000 $ 60,000 $ 70,000
$125,000 $12,500 $25,000 $37,500 $50,000 $ 62,500 $ 75,000 $ 87,500
$150,000 $15,000 $30,000 $45,000 $60,000 $ 75,000 $ 90,000 $105,000
</TABLE>
Normal retirement benefits under the Pension Plan are based on retirement
at or after age sixty-five (65), with the amount of the benefit dependent on
years of service as well as average annual salary for the five (5) consecutive
years of highest salary during service. However, the maximum annual compensation
which may be taken into account under the Internal Revenue Code of 1986, as
amended, for calculating contributions under qualified defined benefit plans is
currently $160,000.
11
<PAGE>
As of September 30, 1999, Messrs. Brown, Bebber, Bluestone, Fort and
Hankle have 23, 23, 21, 15 and 13 credited years of service, respectively, under
the Pension Plan. All benefits are computed as a straight-life annuity and are
not subject to deduction for Social Security.
Supplemental Executive Retirement Program. On September 13, 1995, the
Board of Directors approved a Supplemental Executive Retirement Plan ("SERP")
for President Brown. The SERP became effective on that date. The SERP will pay
Mr. Brown an annual retirement benefit at age 65 of 75% of his final five year
average earnings, less the amount payable from the Pension Plan and less the
amount expected to be paid as a Social Security benefit. The SERP benefit will
accrue evenly over Mr. Brown's career so that if Mr. Brown retires or otherwise
terminates his employment before attaining age 65, his benefit will be reduced
on a pro rata basis. In addition, if Mr. Brown receives his benefit before age
65, such benefit will be subject to a reduction of 3% multiplied by the number
of years prior to age 65 that his benefit commences. The SERP is administered by
the Compensation Committee. Payments by the Bank to fund the SERP were $116,350
in fiscal 1999.
Employment Agreement. The Board of Directors entered into a three-year
employment agreement with President Brown effective January 6, 1994. On December
8, 1999, the Board voted to approve an extension of this agreement effective
January 6, 2000, with a new initial term to continue through January 6, 2003.
During the term of the agreement, Mr. Brown's salary is equal to the initial
salary plus any increases which the Board of Directors may authorize from time
to time. The agreement also provides for reimbursement of reasonable business
expenses, participation in the employee benefit programs of the Company or the
Bank and certain other perquisites.
In the event the Company or the Bank terminates President Brown's
employment without cause, he will receive a severance payment equal to his
salary, and will continue to participate in the employee benefit programs of the
Bank, for the balance of the term of the agreement. Mr. Brown's agreement also
provides for certain payments in the event of a change of control under the Bank
Change in Control Act of 1978, a merger or consolidation, voluntary dissolution,
or transfer of all of the Bank's or Bancshares' assets and liabilities. Should
one of these events occur, the Bank's agreement with Mr. Brown would be assumed
by any acquiring or merging entity. Further, in the one-year period following
one of these events, the agreement provides Mr. Brown with certain protection
against termination other than for cause and against a material diminution in
his duties or reporting responsibilities under the presumption that such a
change would amount to an involuntary termination of President Brown's
employment with the Bank. Should one of the enumerated events occur, Mr. Brown
would be entitled to a severance benefit of three times his base salary plus the
amount of bonuses received during the twelve month period preceding the
involuntary termination plus the cost of all benefits which Mr. Brown was
entitled to in the twelve-month period preceding the involuntary termination,
plus, at his election, the excess of the fair value of shares subject to options
held by him over their exercise price, which would then be canceled. Total
amounts paid to Mr. Brown under this provision of the agreement with the Bank
will not exceed an amount which is $100 less than three times the base amount
paid to Mr. Brown as the term "base amount" is defined in Section 280G(b)(3) of
the Internal Revenue Code of 1986. Any payments under the agreement are also
conditioned upon their conformity with the "golden parachute" provisions of
Section 18(k) of the FDI Act.
Change In Control Agreements. As of March 18, 1998, Bancshares and the
Bank entered into Change in Control Agreements with each of Messrs. Bluestone,
Bebber, Hankle and Fort. These agreements provide that, should the officer be
terminated by Bancshares or the Bank within one year following a change in
control of Bancshares or the Bank (other than termination for cause as defined
these agreements), he will receive one year's salary and continue to participate
in the certain employee benefit programs of Bancshares and the Bank for 12
months following his termination. The aggregate payments under these agreements,
presuming a termination not for cause, are dependent upon the employees' salary
and level of benefits at the time of a change in control. If all four (4) senior
vice presidents were terminated not for cause during fiscal 1999, the total
payment would be $523,980. These agreements have an initial three year term and
may be extended by the Board of Directors.
Compensation Committee Interlocks and Insider Participation. The
Compensation Committee currently consists of Directors Abernethy, Enns, and
Hellstrom, none of whom have ever been an officer or employee of the Bank or
Bancshares. None of the above are members of a compensation committee of the
Board of Directors of any company other than Bancshares and the Bank.
12
<PAGE>
Report of the Compensation Committee. The Compensation Committee (the
"Committee") reviews and recommends to the Board of Directors compensation
levels for executive officers and evaluates executive officer performance.
During fiscal 1999 the Committee consisted of Messrs. Abernethy, Enns and
Hellstrom. All are outside directors of the Company.
The Company's compensation policy is to ensure that an appropriate
relationship exists between executive pay and the creation of shareholder value,
while at the same time motivating and retaining key officers. To achieve this
goal, the Company's compensation policy integrates base salary with annual
bonuses, as well as awards of stock options and restricted stock. The Committee
considers each potential element when determining compensation goals.
President Brown's compensation and related benefits are based principally
on his rights under his employment agreement with the Bank, which is described
elsewhere in this Proxy Statement. However, the Committee also considers the
performance of the Company as well as the performance of the Common Stock.
Pursuant to the employment contract, Mr. Brown's salary was $277,613 for fiscal
1999. Mr. Brown's present salary is $285,200. Mr. Brown's salary is based on
many factors, including the Company's Return on Assets, the Company's Return on
Equity, the price of the Common Stock throughout fiscal 1999 as well as the
successful consummation of the Conversion on March 18, 1998, which resulted in
the formation of the Company as a publicly traded entity. The Committee noted
that the Company's return on average assets for fiscal 1999 was 1.49%, the
return on equity was 8.54% and diluted earnings per share increased 43.4% to 76
cents per share.
In addition to reviewing this information in determining Mr. Brown's
compensation, the Committee reviewed the Bank's prior year's financial
performance and prevailing market rates of compensation for Mr. Brown's
position. In particular, the Committee took note of the Bank's historical net
income.
Richard B. Hellstrom, Chairman
Bruce R. Abernethy, Sr.
Edward G. Enns
CERTAIN TRANSACTIONS
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") requires that all loans or extensions of credit to executive officers
and directors must be made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with the general public and must not involve more than the normal
risk of repayment or present other unfavorable features. In addition, loans made
to a director or an executive officer that exceeded in the aggregate an amount
equal to the greater of $25,000 or 5% of the Bank's capital and surplus, or in
any event $500,000, must be approved in advance by a majority of the
disinterested members of the Board of Directors.
Frank H. Fee, III, a director of the Company, is also President of the law
firm of Fee & Koblegard, P.A. which does business under the registered firm name
of Fee, Koblegard & DeRoss, a general practice law firm. The Company paid
approximately $126,000 in legal fees in the year ended September 30, 1999, to
this law firm.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCES
To the knowledge of the Board and based upon a review of Forms 3 and 4 and
amendments thereto furnished to the Company pursuant to Rule 16a-3(e) during the
fiscal year ended September 30, 1999, no person who is a director, officer or
beneficial owner of 10% of the Common Stock failed to file on a timely basis,
the reports required by Section 16(a) of the Securities Exchange Act except for
Richard K. Davis, a director, who did
13
<PAGE>
not timely file a Form 4 to reflect the distribution of shares of Common Stock
from the Directors' Deferred Compensation Plan. These shares continue to be held
by Mr. Davis in a personal capacity and were not sold.
Performance Graph
The following graph shows a five year comparison of cumulative total
return on the Common Stock, based on the market price of the Common Stock
assuming reinvestment of dividends, with the cumulative total return of
companies in the NASDAQ National Market and NASDAQ Bank Stocks for the period
October 1, 1994, through September 30, 1999. The price of the Common Stock, as
reflected in the graph, has been adjusted for the Conversion, whereby all
existing shares of Harbor Florida Bancorp, Inc. were exchanged for 6.0094 shares
of Common Stock, is not necessarily indicative of possible future performance of
the Common Stock.
[The following table was depicted as a line chart in the printed materials.]
<TABLE>
<CAPTION>
9/30/94 9/30/95 9/30/96 9/30/97 9/30/98 9/30/99
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Harbor Federal Banshares 100.000 123.327 169.233 330.869 373.008 450.646
Nasdaq Index 100.000 138.067 163.845 224.968 228.773 371.687
Nasdaq Bank Index 100.000 126.127 161.001 268.201 266.060 283.408
</TABLE>
PROPOSAL II - RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed the firm of KPMG LLP,
Certified Public Accountants, to continue as independent auditors for the
Company for the fiscal year ending September 30, 2000, subject to ratification
of such appointment by the stockholders. A representative of KPMG LLP will be
present at the Annual Meeting, will be given an opportunity to make a statement
if he or she desires to do so and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR FISCAL 2000
UNDER THIS PROPOSAL II.
14
<PAGE>
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no matters to be brought before the Annual Meeting other than
procedural matters incident to the conduct of the Annual Meeting. If further
business is properly presented, the proxy holders will vote proxies, as
determined by a majority of the Board of Directors.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Pursuant to the proxy solicitation regulations of the Securities and
Exchange Commission (the "SEC"), any shareholder proposal intended for inclusion
in the Company's proxy statement and form of proxy related to the Company's 2001
Annual Meeting of stockholders must be received by the Company by September 23,
2000, pursuant to the proxy solicitation regulations of the SEC. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy
statement and form of proxy any stockholder proposal which does not meet the
requirements of the SEC in effect at that time.
NOTICE OF BUSINESS TO BE CONDUCTED AT
A SPECIAL OR ANNUAL MEETING
The bylaws of the Company set forth the procedures by which a stockholder
may properly bring business before a meeting of stockholders. The bylaws of the
Company provide an advance notice procedure for a stockholder to properly bring
business before an annual meeting. The stockholder must give written advance
notice to the Secretary of the Company not less than one hundred twenty (120)
days before the date originally fixed for such meeting; provided, however, that
in the event that less than one hundred (100) days notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the tenth day following the date on which the Company's notice to
stockholders of the annual meeting date was mailed or such public disclosure was
made. The advance notice by stockholders must include the stockholder's name and
address, as they appear on the Company's record of stockholders, a brief
description of the proposed business, the reason for conducting such business at
the annual meeting, the class and number of shares of the Company's capital
stock that are beneficially owned by such stockholder and any material interest
of such stockholder in the proposed business. Nothing in this paragraph shall be
deemed to require the Company to include in its proxy statement or the proxy
relating to any annual meeting any stockholder proposal which does not meet all
of the requirements for inclusion established by the Securities and Exchange
Commission in effect at the time such proposal is received.
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are then present at the Annual
Meeting and wish to vote your shares in person, your original proxy may be
revoked by voting at the Annual Meeting. However, if you are a stockholder whose
shares are not registered in your own name, you will need appropriate
documentation from your recordholder to vote personally at the Annual Meeting.
By Order of the Board of Directors
/s/ Michael J. Brown, Sr.
Michael J. Brown, Sr.
President and CEO
Fort Pierce, Florida
December 15, 1999
15
<PAGE>
REVOCABLE PROXY REVOCABLE PROXY
HARBOR FLORIDA BANCSHARES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
HARBOR FLORIDA BANCSHARES, INC. TO BE USED AT THE ANNUAL MEETING
OF STOCKHOLDERS ON JANUARY 21, 2000
The undersigned being a stockholder of Harbor Florida Bancshares, Inc.
hereby appoints Michael J. Brown, Sr. and Edward G. Enns, or each of them, with
full power of substitution in each, as proxies to cast all votes which the
undersigned stockholder is entitled to cast at the Annual Meeting of
Stockholders to be held at 10:00 a.m., Florida Time, on January 21, 2000, Old
City Hall Annex, 315 Avenue A, Fort Pierce, Florida 34950, and any adjournments
thereof. The undersigned stockholder hereby revokes any proxy or proxies
heretofore given.
If you receive more than one proxy card, please sign and return all cards
in the accompanying envelope. Please check your mailing address as it appears on
this Revocable Proxy. If it is inaccurate, please include your correct address
below.
This proxy will be voted as directed or, if no direction is given, will be
voted FOR the nominees under PROPOSAL I and FOR the auditors under PROPOSAL II.
NEW ADDRESS:
_____________________________
_____________________________
_____________________________
<PAGE>
The Board of Directors recommends a vote FOR PROPOSALS I and II.
I. Election of three directors for three year terms each.
Nominees: Richard N. Bird, Frank H. Fee and Richard V. Neill.
___ FOR all nominees. ___ WITHHELD from all nominees.
___ FOR, except vote withheld from the following:
Nominee: _______________, _______________
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided above.)
II. Ratification of the appointment of KPMG LLP, Certified Public
Accountants, as Harbor Florida Bancshares' independent auditors for
the fiscal year ending September 30, 2000.
___ FOR ___ AGAINST ___ ABSTAIN
In their discretion the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, matters incident to
the conduct of the meeting, and upon such other matters as may properly come
before the meeting.
[ ] Dated: _________________, ____________
______________________________________
______________________________________
[ ] (Signature)
Please date this Revocable Proxy and
sign, exactly as your name(s) appears
on your stock certificate. If signing
as a fiduciary, please give your full
title.
MARK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING: ____
