<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
Tarpon Coast Bancorp, 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
TARPON COAST BANCORP, INC.
1490 Tamiami Trail
Port Charlotte, Florida 33948
(941) 629-8111
April 1, 1999
Dear Shareholders:
We are pleased to present our Proxy Statement and Annual Report for the first
annual meeting of Tarpon Coast Bancorp, Inc.
In February of 1998 we completed a successful public stock offering. The initial
response to the opening of Tarpon Coast Bank has been very positive. We have
begun to successfully attract customers from our local community and our deposit
and loan growth for the first few months of operation has been strong.
The Annual Report provides financial performance information for the year ended
December 31, 1998. As a measure to control costs, this report consists of our
Form 10-KSB (not including exhibits), which is a required annual filing with the
U.S. Securities and Exchange Commission.
As expected, we are reporting a loss for the first year due to the accumulation
of pre-opening expenses. These expenses began with the organization of Tarpon
Coast Bancorp, Inc.'s predecessor on May 1, 1997 and pre-opening expenses
continued until the bank received its charter on June 1, 1998. As a result, we
are reporting a net loss for the first fiscal year of $653,443 or $.60 per
share.
We feel relationship banking by independent community banks will prosper. The
financial industry is continuing to undergo rapid changes and consolidation. We
see evidence of these changes beginning to take place in our market and
announcements of branch office closures, significant downsizing of staff and
branch personnel changes have been publicized. In our opinion, these actions
will create further opportunities to attract new customers.
We have embarked on a strategic plan to earn a major share of our consumer and
business customers' financial relationships. To accomplish this, we are placing
a strong emphasis on personalized service and employing techniques that allow us
to efficiently match customer needs with product availability. Our employees are
highly motivated, technically competent, experienced bankers who are committed
to this philosophy. This is evidenced in the absolute commitment of time and
energy of our staff to the development and implementation of this strategic
plan.
We would like to thank our organizers, shareholders, customers and dedicated
staff for their contribution. It took a great deal of time, effort and optimism
on the part of those involved in organizing Tarpon Coast Bancorp, Inc. into a
company you can be proud of. We will continue to build a financial organization
that is able to serve our special marketplace while being a place where our
employees are eager to come to work, our customers are anxious to visit and our
shareholders are proud to be owners.
<PAGE> 3
We welcome any comments or suggestions that you may have. Even better yet, we
welcome you as customers; please come in and bank with us!
Sincerely, Sincerely,
/s/ Lewis S. Albert /s/ Todd H. Katz
- ----------------------------------- ------------------------------------
Lewis S. Albert Todd H. Katz
Chairman and Chief Executive Officer Vice Chairman and President
<PAGE> 4
TARPON COAST BANCORP, INC.
1490 Tamiami Trail
Port Charlotte, Florida 33948
(941) 629-8111
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 26, 1999
Notice is hereby given that the 1999 Annual Meeting of Shareholders of
Tarpon Coast Bancorp, Inc. (the "Company") will be held at the Best Western
Waterfront Hotel, 300 Retta Esplanade, Punta Gorda, Florida 33950, on Wednesday,
April 26, 1999, at 5:00 P.M. ("Annual Meeting"), for the following purposes:
1. Elect Directors. To elect three directors to serve until the
Annual Meeting of Shareholders in 2002.
2. Other Business. To transact such other or further business as
may properly come before the 1999 Annual Meeting and any adjournment or
postponement thereof.
Only shareholders of record at the close of business on March 12, 1998,
are entitled to notice of and to vote at the 1999 Annual Meeting or any
adjournment or postponement thereof. All shareholders, whether or not they
expect to attend the 1999 Annual Meeting in person, are requested to complete,
date, sign and return the enclosed proxy to American Stock Transfer & Trust
Company in the accompanying envelope. The proxy may be revoked by the person
executing the proxy at any time before it is exercised by filing with the
Secretary of the Company an instrument of revocation or a duly executed proxy
bearing a later date, or by electing to vote in person at the 1999 Annual
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS April 1, 1999
Lewis S. Albert Todd H. Katz
Chairman & Chief Executive Officer Vice Chairman & President
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY TO AMERICAN STOCK TRANSFER & TRUST COMPANY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU PLAN TO ATTEND THE 1999 ANNUAL MEETING. IF YOU ATTEND THE
MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY
RETURNED YOUR PROXY.
<PAGE> 5
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
TARPON COAST BANCORP, INC.
TO BE HELD ON
APRIL 26, 1999
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the shareholders of Tarpon
Coast Bancorp, Inc. (the "Company") in connection with the solicitation of
proxies by the Board of Directors of the Company from holders of the outstanding
shares of the $.01 par value common stock of the Company ("Company Common
Stock") for use at the Annual Meeting of Shareholders of the Company to be held
on Wednesday, April 26, 1999, and at any adjournment or postponement thereof
("1999 Annual Meeting"). The 1999 Annual Meeting is being held to (i) elect
three directors to serve until the Annual Meeting of Shareholders in 2002, and
(ii) transact such other or further business as may properly come before the
1999 Annual Meeting and any adjournment or postponement thereof. The Board of
Directors of the Company knows of no other business that will be presented for
consideration at the 1999 Annual Meeting other than the matters described in
this Proxy Statement. This Proxy Statement is dated April 1, 1999, and it and
the accompanying notice and form of proxy are first being mailed to the
shareholders of the Company on April 1, 1999.
The principal executive offices of the Company are located at 1490
Tamiami Trail, Port Charlotte, Florida 33948. The telephone number of the
Company at such offices is (941) 629-8111.
RECORD DATE, SOLICITATION AND REVOCABILITY OF PROXIES
The Board of Directors of the Company has fixed the close of business
on March 12, 1999, as the record date for the determination of the Company
shareholders entitled to notice of and to vote at the 1999 Annual Meeting.
Accordingly, only holders of record of shares of the Company Common Stock at the
close of business on such date will be entitled to vote at the 1999 Annual
Meeting. At the close of business on such date, there were 1,182,151 shares of
the Company Common Stock outstanding and entitled to vote held by approximately
1,014 shareholders of record. Holders of the Company Common Stock are entitled
to one vote on each matter considered and voted upon at the 1999 Annual Meeting
for each share of Company Common Stock held of record at the close of business
on March 12, 1999. The affirmative vote of the holders of a majority of shares
of Company Common Stock represented and entitled to vote at the 1999 Annual
Meeting at which a quorum is present is required for approval of each matter
submitted to a vote of shareholders.
1
<PAGE> 6
Shares of the Company Common Stock represented by a properly executed
proxy, if such proxy is received prior to the vote at the 1999 Annual Meeting
and not revoked, will be voted at the 1999 Annual Meeting in accordance with the
instructions indicated in such proxy.
IF NO INSTRUCTIONS ARE INDICATED, SUCH SHARES OF THE COMPANY COMMON STOCK WILL
BE VOTED FOR THE ELECTION AS DIRECTORS OF THE COMPANY OF THE THREE NOMINEES
LISTED BELOW, AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS AS TO ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE 1999 ANNUAL
MEETING.
A shareholder who has given a proxy may revoke it at any time prior to
its exercise at the 1999 Annual Meeting by either (i) giving written notice of
revocation to the Secretary of the Company, (ii) properly submitting to the
Secretary of the Company a duly executed proxy bearing a later date, or (iii)
appearing in person at the 1999 Annual Meeting and voting in person. All written
notices of revocation or other communications with respect to revocation of
proxies should be addressed as follows: American Stock Transfer & Trust Company,
40 Wall Street, New York, New York 10005.
A copy of the 1999 Annual Report to Shareholders, including financial
statements for the year ended December 31, 1998, accompanies this Proxy
Statement.
2
<PAGE> 7
ELECTION OF DIRECTORS
GENERAL
The 1999 Annual Meeting is being held to elect three directors of the
Company to serve three-year terms of office. The Board of Directors of the
Company is divided into three classes, with the terms of office of the classes
ending in successive years. The terms of directors of Class II expire at the
1999 Annual Meeting. Accordingly, the three members of Class II are standing for
re-election to a three-year term expiring at the Annual Meeting of Shareholders
in 2002.
All shares represented by valid proxies received pursuant to this
solicitation and not revoked before they are exercised will be voted in the
manner specified therein. If no specification is made, the proxies will be voted
for the election of the three nominees listed below. In the event that any
nominee is unable to serve (which is not anticipated), the persons designated as
proxies will cast votes for the remaining nominees and for such other persons as
they may select.
DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ELECTION OF
THE THREE NOMINEES LISTED BELOW.
The following table sets forth the name of each nominee or director
continuing in office of the Company; a description of his or her position and
offices with the Company other than as a director, if any; a brief description
of his or her principal occupation and business experience during at least the
last five years; and certain other information including the director's age and
the number of shares of Company Common Stock beneficially owned by the director
on March 12, 1999. Each of the following individuals is also serving as a
director of Tarpon Coast National Bank (the "Bank"), which is a wholly-owned
subsidiary of the Company (collectively, the "Company"). For information
concerning membership on committees of the Board of Directors, see "ELECTION OF
DIRECTORS -- Information About the Board of Directors and Its Committees."
3
<PAGE> 8
<TABLE>
<CAPTION>
AMOUNT,PERCENTAGE
NOMINEE OR DIRECTOR AND NATURE OF
CONTINUING IN OFFICE INFORMATION ABOUT BENEFICIAL OWNERSHIP
AND YEAR FIRST ELECTED NOMINEE OR DIRECTOR OF COMPANY
A DIRECTOR CONTINUING IN OFFICE COMMON STOCK (1)
- ---------------------- -------------------- ----------------
NOMINEES FOR DIRECTOR
CLASS II
FOR THREE-YEAR TERM
EXPIRING ANNUAL MEETING 2002
<S> <C> <C>
Lewis S. Albert Mr. Albert has served as Chairman and CEO 12,389 (2)
1997 of the Company and the subsidiary
Bank in Port Charlotte, Florida since 1997 and 1998,
respectively. Prior to organizing the Company,
Mr. Albert was Senior Vice President and Chief
Financia Officer of Southwest Banks, Inc, a multi-bank
holding company from 1993 to 1997. Mr. Albert is 46.
Mark O. Asperilla Dr. Asperilla is a practicing physician who has 14,034 (3)
1997 directed Mark O. Asperilla, M.D., P.A. in
Port Charlotte, Florida since 1992. Dr. Asperilla is 44.
Gerald P. Flagel Mr.Flagel is an attorney and certified public 23,390 (4)
1997 accountant who has offered financial consulting
as Gerald P. Flagel & Associates, P.A. in Naples,
Florida since 1990. Mr. Flagel is 62.
MEMBERS OF THE BOARD OF DIRECTORS
CONTINUING IN OFFICE
CLASS III
TERM EXPIRES ANNUAL MEETING 2000
James R. Baker Mr. Baker has been the President and owner 11,695 (5)
1997 of J&J Baker Enterprises, a bio-solids
management operations company based in
Punta Gorda, Florida since 1984. Mr. Baker is 62.
</TABLE>
4
<PAGE> 9
<TABLE>
<CAPTION>
AMOUNT,PERCENTAGE
NOMINEE OR DIRECTOR AND NATURE OF
CONTINUING IN OFFICE INFORMATION ABOUT BENEFICIAL OWNERSHIP
AND YEAR FIRST ELECTED NOMINEE OR DIRECTOR OF COMPANY
A DIRECTOR CONTINUING IN OFFICE COMMON STOCK (1)
- ---------------------- -------------------- ----------------
NOMINEES FOR DIRECTOR
<S> <C> <C>
Billie A. Barger Mr. Barger has 51 years of banking experience 1,169 (6)
1997 and has been a partner and the President of
Bar-Ton of Pinellas, Inc., the owner of a service
station/food mart, since 1989. Mr. Barger is 71.
Todd H. Katz Mr. Katz has served as Vice Chairman and 14,162 (7)
1997 President of the Company and the subsidiary Bank
in Port Charlotte, Florida since 1997 and 1998,
respectively. Prior to organizing the Company,
Mr. Katz served as General Counsel of Southwest
Banks, Inc, a multi-bank holding company from
1993 to 1999. Mr. Katz is 33.
CLASS I
TERM EXPIRES ANNUAL MEETING 2001
James C. Brown Mr. Brown has been the President and owner 13,495 (8)
1997 of Miami-Valley Ready Mix of Florida, a
concrete manufacturing company headquartered
in Port Charlotte, Florida since 1982. Mr. Brown is 59.
Gina D. Hahn Mrs. Hahn has served as Vice President of 11,695 (9)
1997 Jewel Equities Corp, a real estate development
company she started with her husband, since 1972.
Mrs. Hahn is 66.
Larry A. Tenbusch Mr. Tenbusch has been the President of Tenbusch 7,017 (10)
1997 Construction, a residential home builder, since 1983.
Mr. Tenbusch is 43.
</TABLE>
(1) Information relating to beneficial ownership of Company Common
Stock by directors is based upon information furnished by each
person using "beneficial ownership" concepts set forth in
rules of the Securities and Exchange Commission under the
Securities 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," which includes the
power to vote or direct the voting of such security, or
"investment power," which includes the power to dispose of or
to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership within 60
days. Under such 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. Accordingly,
nominees and directors continuing in office are named as
beneficial owners of shares as to which they may disclaim any
5
<PAGE> 10
beneficial interest. Except as otherwise indicated in the
notes to this table, directors possessed sole voting and
investment power as to all shares of Company Common Stock set
forth opposite their names.
(2) Includes 4,000 shares which Mr. Albert has the right to
acquire pursuant to presently exercisable stock options.
(3) Includes 2,034 shares which Dr. Asperilla has the right to
acquire pursuant to presently exercisable stock warrants.
(4) Includes 3,390 shares which Mr. Flagel has the right to
acquire pursuant to presently exercisable stock warrants.
(5) Includes 1,695 shares which Mr. Baker has the right to acquire
pursuant to presently exercisable stock warrants.
(6) Includes 169 shares which Mr. Barger has the right to acquire
pursuant to presently exercisable stock warrants.
(7) Includes 4,000 shares which Mr. Katz has the right to acquire
pursuant to presently exercisable stock options and 384 shares
held by him as custodian for a minor child. Excludes 7,724
shares held by Mr. Katz' spouse as to which shares Mr. Katz
disclaims beneficial ownership.
(8) Includes 1,695 shares which Mr. Brown has the right to acquire
pursuant to presently exercisable stock warrants, 100 shares
owned individually and 11,700 shares held by CBL Investment
Group, LLC, of which Mr. Brown is a partner and has voting
power.
(9) Includes 1,695 shares which Mrs. Hahn has the right to acquire
pursuant to presently exercisable stock warrants. Excludes
10,000 shares held by Mrs. Hahn's spouse as to which shares
Mrs. Hahn disclaims beneficial ownership.
(10) Includes 1,017 shares which Mr. Tenbusch has the right to
acquire pursuant to presently exercisable stock warrants.
6
<PAGE> 11
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held four meetings during the year
ended December 31, 1998. All of the directors attended at least 75% of the
aggregate total number of meetings of the Board of Directors and meetings of the
committee of the Board on which they serve. The Company's Board of Directors
presently has only an Audit Committee. The Board of Directors also serves as a
Nominating Committee. Compensation matters are the responsibiity of the Bank's
Compensation Committee. Certain information regarding the function of the
Company's Audit Committee, its membership, and the number of meetings held
during 1998 follows:
The Audit Committee reviews the annual audit and compliance reports
to the Board concerning the audit and makes recommendations for improvements,
internal controls, or other items covered by the audit and compliance reports.
The Audit Committee also directs the activities of the internal audit function
and oversees the implementation of a proper CRA program to ensure adequate
efforts are made to offer credit opportunities to lower income members of the
community. Mr. Baker, Mrs. Hahn, and Mr. Flagel, who serves as Chairman of the
Committee, are the members of this Committee. The Committee held four meetings
during 1998.
EXECUTIVE OFFICERS
The following lists the executive officers of the Company, all positions
held by them in the Company, including the period each such position has been
held, a brief account of their business experience during the past five years
and certain other information including their ages. Executive officers are
appointed annually at the organizational meeting of the Board of Directors,
which precedes the Company's annual meeting of shareholders, to serve until a
successor has been duly elected and qualified or until his death, resignation,
or removal from office. Information concerning directorships, committee
assignments, minor positions and peripheral business interests has not been
included.
<TABLE>
<CAPTION>
NAME AND POSITION
HELD IN THE COMPANY INFORMATION ABOUT EXECUTIVE OFFICER
- ------------------- -----------------------------------
<S> <C>
Lewis S. Albert Mr. Albert has served as Chairman and Chief Executive Office
Chairman and Chief of the Company and the Bank since their organization in 1997
Executive Officer and 1998, respectively. Prior to working full time organizing
the Company, Mr. Albert served as Senior Vice President and
Chief Financial Officer of Southwest Banks, Inc., a multi-bank
Holding company from 1993 to 1997. Mr. Albert is 46.
</TABLE>
7
<PAGE> 12
<TABLE>
<CAPTION>
NAME AND POSITION
HELD IN THE COMPANY INFORMATION ABOUT EXECUTIVE OFFICER
- ------------------- -----------------------------------
<S> <C>
Todd H. Katz Mr. Katz has served as Vice Chairman and President of the
Vice Chairman and Company and the Bank since their organization in 1997 and
President 1998, respectively. Prior to working full
time organizing the Company, Mr. Katz served
as General Counsel of Southwest
Banks, Inc, a multi-bank holding company
from 1993 to 1997. Mr. Katz is 33.
</TABLE>
MANAGEMENT STOCK OWNERSHIP
As of March 12, 1999, based on available information, all directors and
officers of the Company as a group (nine persons) beneficially owned 118,157
shares of Company Common Stock which constituted 10.0% of the number of shares
outstanding at that date.
EXECUTIVE COMPENSATION AND BENEFITS
The following table sets forth all cash compensation for both the
Company's Chief Executive Officer and President for services to the Company in
1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
- ------------------------------------------------------------------------- ----------------------- -----------
Annual Compensation Awards Payouts
- ------------------------------------------------------------------------- ----------------------- ----------- ----------
Name
and Other(2) Restricted
Principal Annual Stock Options/ LTIP All Other
Position Year(1) Salary Bonus Compensation Award(s) SARs Payouts Compensation(3)
- ------------------------------------------------------------------------- ----------------------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lewis S. Albert 1998 $96,000 -0- $3,200 -0- 20,000 -0- $2,160
Chairman and Chief 1997 -0- -0- -0- -0- -0- -0- -0-
Executive Officer 1996 -0- -0- -0- -0- -0- -0- -0-
Officer of the Bank
Todd H. Katz 1998 $96,000 -0- $1,925 -0- 20,000 -0- $2,160
Vice Chairman and 1997 -0- -0- -0- -0- -0- -0- -0-
President 1996 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
(1) Public registrant as of January 28, 1998.
(2) Represents club membership.
(3) Represents amounts contributed by the Bank to accounts in the Section
401(k) Plan.
8
<PAGE> 13
INFORMATION ON BENEFIT PLANS AND POLICIES
Stock Option Plan. The Company has an Officers' and Employees' Stock
Option Plan for its officers and employees (the "Plan"). The purpose of the Plan
is to advance the interests of the Company by affording to the Company's
officers an opportunity to increase their proprietary interest in the continued
growth and financial success of the Company. The Plan also reinforces the
Company's efforts to retain and attract highly competent individuals upon whose
judgment, initiative, leadership, and continued efforts, the future viability
and success of the Company in large measure depends.
Under the Plan, 125,000 shares of Company Common Stock are reserved for
issuance, subject to antidilution adjustments. Of this amount, as of March 12,
1999, options for 20,000 shares each were issued to Lewis S. Albert and Todd H.
Katz all at an exercise price of $10.00. An additional 36,000 shares have been
issued to various other officers as part of their compensation. The balance of
the shares are reserved for issuance to Company officers and employees as the
Board of Directors in its discretion shall determine.
Under the Plan, the Board of Directors may elect to make awards of both
incentive stock options intended to meet the requirements of certain sections of
the Internal Revenue Code of 1986, as amended, from time to time, and
nonqualified stock options which do not meet such requirements.
The Plan provides for the vesting of 10% of the total stock option award
beginning on the day of granting. Of the 20,000 options each granted to Messrs.
Albert and Katz, 4,000 are immediately exercisable. Any options not exercised
within 10 years from the date of grant shall expire. If a participant ceases to
be employed by the Company because of disability or death, the participant (or
his estate as the case may be) may exercise options which were exercisable upon
such termination of employment for three months (in the case of retirement) and
twelve months (in the case of disability or death) after such termination. If a
participant ceases to be employed by the Company for any reason except death,
disability or retirement, any option or options granted him under the Plan which
have not been exercised shall be deemed cancelled. Upon any merger, combination,
sale of substantially all of the assets of the Company, or a change of control
of the Company (as defined in the Plan), all outstanding stock options become
immediately exercisable, regardless of how many years have passed since the date
of grant. No stock option may be transferred by an optionee otherwise then by
will or the laws of descent and distribution, and such stock option is
exercisable during the lifetime of the optionee, only by the optionee or a legal
guardian or personal representative.
The Plan is administered by a "committee" consisting of all members of the
Board of Directors of the Company who (at the time they exercised discretion in
making decisions under the Plan) are not, and have not at any time for one year
prior thereto been, eligible to receive an option under the Plan. The entire
Board of Directors, at the recommendation of Executive Management, determines,
subject to the provisions of the Plan, which employees will receive options, the
numbers of shares to be optioned to any employee, the date of grant of each
option, and all other terms and conditions governing each option.
9
<PAGE> 14
The Board of Directors may at any time amend or terminate the Plan;
however, without the approval of the shareholders of the Company, the Board may
not amend the Plan to increase the aggregate number of shares for which options
may be granted (except as may be necessary to adjust for certain anti-dilution
events) or alter the class of persons eligible to receive options under the
Plan. No amendment or termination of the Plan may, without the consent of the
optionee, adversely effect the rights of any options with respect to an option
or the unexercised portion thereof.
The following sets forth certain information regarding options outstanding
to Messrs. Albert and Katz as of December 31, 1998:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
- ------------------------------- ---------------- --------------- ---------------------- ----------------------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARS OPTIONS/SARS
ON VALUE AT FY-END (#) AT FY-END($)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------- ---------------- --------------- ---------------------- ----------------------------
<S> <C> <C> <C> <C>
Lewis S. Albert 0 0 4,000/16,000 $11,000/$44,000
- ------------------------------- ---------------- --------------- ---------------------- ----------------------------
Todd H. Katz 0 0 4,000/16,000 $11,000/$44,000
- ------------------------------- ---------------- --------------- ---------------------- ----------------------------
</TABLE>
Employment Agreement. The Company has entered into Employment
Agreements with Lewis S. Albert and Todd H. Katz. During 1998, a base annual
salary of $96,000 each was paid to Messrs. Albert and Katz. The Agreements also
include provisions for a club membership, disability insurance and term life
insurance policy in the amount of $200,000 for Messrs. Albert and Katz.
The agreements terminate on May 30, 2000, which is two years after the
Bank received its Charter. The agreements are terminable by the Company for
"cause", as defined in the agreements at any time upon written notice to the
executive. Generally, the agreements also provide that (i) upon termination of
the agreement for "cause", the executive is entitled to salary and accrued and
unpaid bonus amounts up to the date of such termination; (ii) upon termination
of the agreements "without cause", the executive is entitled to a lump sum
payment equivalent to 100% of the compensation received or due in the previous
twelve months; (iii) upon the death of the executive, the executive's estate
will be entitled to receive any accrued and unpaid salary at the date of death
through the end of the month in which executive death occurred, plus an amount
equal to ninety (90) days salary. The Company shall also provides executives'
survivors with any benefits it provided executive for such additional ninety
(90) day. The executive also will have been deemed to have been terminated
without cause if there is a change in control (as defined in the agreement). The
employment agreements also provide for the issuance to the executive of the
stock options discussed above under "Stock Option Plan."
10
<PAGE> 15
Profit Sharing Plan. The Bank has adopted a 401(k) Profit Sharing Plan.
Employees are eligible to participate after meeting certain length of service
requirements. Each year, participants may elect to defer up to 12% of
compensation instead of receiving that amount in cash. The Bank may contribute a
matching amount up to half of the participant's voluntary contribution, not to
exceed 3%. Amounts deferred by participants are fully vested. Contributions by
the Bank vest based on percentage amounts of 20% to 100% over two to six years
of service.
CERTAIN TRANSACTIONS
The Bank has outstanding loans to certain of its directors, executive
officers, their associates and members of the immediate families of such
directors and executive officers. These loans were made in the ordinary course
of business, were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
persons not affiliated with the Bank and did not involve more than the normal
risk of collectibility or present other unfavorable features.
OWNERSHIP OF EQUITY SECURITIES
As of March 12, 1999, there were no shareholders known to the Company to
be beneficial owners, as defined by rules of the Securities and Exchange
Commission, of 5% or more of the outstanding shares of the Company Common Stock.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Proposals of shareholders of the Company intended to be presented at the
2000 Annual Meeting of Shareholders must be received by the Company at its
principal executive offices on or before December 1, 1999, in order to be
included in the Company's Proxy Statement and form of proxy relating to the 2000
Annual Meeting of Shareholders.
SECTION 16(A) REPORTING REQUIREMENTS
Under Section 16(a) of the Securities Exchange Act of 1934, directors and
executive officers of the Company, and persons who beneficially own more than
10% of Company Stock, are required to make certain filings on a timely basis
with the Securities and Exchange Commission. Reporting persons are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
filed by them. Based on its review of the copies of Section 16(a) forms received
by it, and on written representations from reporting persons concerning
11
<PAGE> 16
the necessity of filing a Form 5 - Annual Statement of Changes in Beneficial
Ownership, the Company believes that, during 1998, all filing requirements
applicable to reporting persons were met.
INDEPENDENT PUBLIC ACCOUNTANTS
Hill, Barth & King, Inc. ("HBK") served as independent auditors of the
Company for the fiscal year ended December 31, 1998. The Board of Directors has
not yet selected independent auditors for the fiscal year ending December 31,
1999. Representatives of HBK are expected to be present at the 1999 Annual
Meeting and will have the opportunity to make a statement if they desire to do
so and respond to appropriate questions.
OTHER INFORMATION
PROXY SOLICITATION
The cost of soliciting proxies for the 1999 Annual Meeting will be paid by
the Company. In addition to solicitation by use of the mail, proxies may be
solicited by directors, officers, and employees of the Company in person or by
telephone, telegram or other means of communication. Such directors, officers
and employees will not be additionally compensated, but may be reimbursed for
out-of-pocket expenses incurred in connection with such solicitation.
Arrangements also will be made to furnish copies of proxy materials to
custodians, nominees, fiduciaries and brokerage houses for forwarding to
beneficial owners of the Company Common Stock. Such persons will be paid for
reasonable expenses incurred in connection with such services.
MISCELLANEOUS
Management of the Company does not know of any matters to be brought
before the 1999 Annual Meeting other than those described in this Proxy
Statement. If any other matters properly come before the 1999 Annual Meeting,
the persons named as proxies in the enclosed form of proxy and acting thereunder
will vote on such matters in accordance with the recommendation of the Board of
Directors.
Upon the written request of any person whose proxy is solicited by this
Proxy Statement, the Company will furnish to such person without charge (other
than for exhibits) a copy of the Company's Annual Report on Form 10-K for its
fiscal year ended December 31, 1998, including financial statements and
schedules thereto, as filed with the Securities and Exchange Commission. Written
requests may be made to Tarpon Coast Bancorp, Inc. 1490 Tamiami Trail, Port
Charlotte, Florida 33948, Attention: Todd H. Katz.
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<PAGE> 17
PROXY CARD
REVOCABLE PROXY
TARPON COAST BANCORP, INC.
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 1999.
The undersigned hereby appoints George E. Cline III and Michael T. Ezzell,
or either of them with individual power of substitution, proxies to vote all
shares of the Common Stock of Tarpon Coast Bancorp, Inc. (the "Company") which
the undersigned may be entitled to vote at the Annual Meeting of Shareholders to
be held at the Best Western Waterfront Hotel; 300 Retta Esplanade, Punta Gorda,
Florida, on Wednesday, April 26, 1999, at 5:00 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. 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
[ ] [ ] [ ] Lewis S. Albert
[ ] [ ] [ ] Mark O. Asperilla
[ ] [ ] [ ] Gerald P. Flagel
<PAGE> 18
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 April , 1999
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Signature
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Signature if held jointly
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Please print or type your name
[ ] Please mark here if you intend to attend the 1999 Annual Meeting of
Shareholders.
