<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
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
TARPON COAST BANCORP, INC.
TO BE HELD ON
APRIL 24, 2000
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 Monday, April 24, 2000, and at any adjournment or postponement
thereof ("2000 Annual Meeting"). The 2000 Annual Meeting is being held to (i)
elect three directors to serve until the Annual Meeting of Shareholders in
2003, and (ii) transact such other or further business as may properly come
before the 2000 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 2000 Annual Meeting other than the matters
described in this Proxy Statement. This Proxy Statement is dated April 1, 2000,
and it and the accompanying notice and form of proxy are first being mailed to
the shareholders of the Company on April 1, 2000.
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 10, 2000, as the record date for the determination of the Company
shareholders entitled to notice of and to vote at the 2000 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 2000 Annual
Meeting. At the close of business on such date, there were 1,182,151 shares of
the Company Common Stock outstanding and entitled
1
<PAGE> 3
to vote held by approximately 814 shareholders of record. Holders of the
Company Common Stock are entitled to one vote on each matter considered and
voted upon at the 2000 Annual Meeting for each share of Company Common Stock
held of record at the close of business on March 10, 2000. The affirmative vote
of the holders of a majority of shares of Company Common Stock represented and
entitled to vote at the 2000 Annual Meeting at which a quorum is present is
required for approval of each matter submitted to a vote of shareholders.
Shares of the Company Common Stock represented by a properly executed
proxy, if such proxy is received prior to the vote at the 2000 Annual Meeting
and not revoked, will be voted at the 2000 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 2000 ANNUAL
MEETING.
A shareholder who has given a proxy may revoke it at any time prior to
its exercise at the 2000 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 2000 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, 1999, accompanies this Proxy
Statement.
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<PAGE> 4
ELECTION OF DIRECTORS
GENERAL
The 2000 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 III expire at the
2000 Annual Meeting. Accordingly, the three members of Class III are standing
for re-election to a three-year term expiring at the Annual Meeting of
Shareholders in 2003.
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 10, 2000. 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> 5
<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)
- ---------------------- -------------------- ----------------------
<S> <C> <C> <C>
NOMINEES FOR DIRECTOR
CLASS III
FOR THREE YEAR TERM
EXPIRING ANNUAL MEETING 2003
James R. Baker Mr. Baker, the former President and owner 12,543(2) 1.0%
1997 of J&J Baker Enterprises, a bio-solids
management operations company based in
Punta Gorda, since 1984, now acts as a
consultant to that company. Mr. Baker is 63.
Billie A. Barger Mr. Barger has 52 years of banking experience 1,254(3) *
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 72.
Todd H. Katz Mr. Katz has served as Vice Chairman and 14,762(4) 1.2
1997 President of the Company and the
Bank since 1997. Prior to organizing the
Company, Mr. Katz served as General Counsel
of Southwest Banks, Inc, a multi-bank
holding company from 1993 to 1997. He is
the son-in-law of Mrs. Hahn. Mr. Katz is 34.
</TABLE>
4
<PAGE> 6
MEMBERS OF THE BOARD OF DIRECTORS
CONTINUING IN OFFICE
CLASS I
TERM EXPIRES ANNUAL MEETING 2001
<TABLE>
<S> <C> <C> <C>
James C. Brown Mr. Brown has been the President and owner 14,343(5) 1.1
of Miami-Valley Ready Mix of Florida, a
concrete manufacturing company headquartered in
Port Charlotte, since 1982. Mr. Brown is 60.
Gina D. Hahn Mrs. Hahn has served as Vice President of 22,543(6) 1.8
Jewel Equities Corp, a real estate
development company she started with her
husband, since 1972 Mrs. Hahn is 68.
Larry A. Tenbusch Mr. Tenbusch has been the President of Tenbusch 7,526(7) *
1997 Construction, a residential home builder, since
1983. Mr. Tenbusch is 44.
CLASS II
TERM EXPIRES ANNUAL MEETING 2002
Lewis S. Albert Mr. Albert has served as Chairman and CEO 14,389(8) 1.1
1997 of the Company and the Bank since 1997.
Prior to organizing the Company. Mr. Albert
was Senior Vice President and Chief Financial
Officer of Southwest Banks, Inc, a multi-bank
holding company from 1993 to 1997.
Mr. Albert is 47.
Mark O. Asperilla Dr. Asperilla is a practicing physician who has 15,051(9) 1.2
1997 directed Mark O. Asperilla, M.D., P.A. in
Port Charlotte since 1992. Dr. Asperilla is 45.
Gerald P. Flagel Mr. Flagel is an attorney and certified public 25,085(10) 2.0
1997 accountant who has offered financial consulting
as Gerald P. Flagel & Associates, P.A. in Naples,
Florida since 1990.
Mr. Flagel is 63.
</TABLE>
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<PAGE> 7
(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 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 2,543 shares which Mr. Baker has the right to acquire pursuant to
presently exercisable stock warrants.
(3) Includes 254 shares which Mr. Barger has the right to acquire pursuant to
presently exercisable stock warrants.
(4) Includes 6,000 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, Christina Katz, of which Mr. Katz disclaims beneficial ownership.
(5) Includes 2,543 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 Partnership, of which Mr. Brown is
an officer and has voting power.
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<PAGE> 8
(6) Includes 2,543 shares which Mrs. Hahn has the right to acquire pursuant to
presently exercisable stock warrants and 10,000 shares held by her spouse.
(7) Includes 1,526 shares which Mr. Tenbusch has the right to acquire pursuant
to presently exercisable stock warrants.
(8) Includes 6,000 shares which Mr. Albert has the right to acquire pursuant
to presently exercisable stock options.
(9) Includes 3,051 shares which Dr. Asperilla has the right to acquire
pursuant to presently exercisable stock warrants.
(10) Includes 5,085 shares which Mr. Flagel has the right to acquire pursuant
to presently exercisable stock warrants.
(*) Denotes less than 1.0 % ownership.
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, 1999. 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 two committees. Certain information regarding the
function of these standing committees, their membership, and the number of
meetings held during 1999 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 1999.
The entire Board of directors serves as the Nominating Committee for
the purpose of nominating persons to serve on the Board of Directors. While the
Committee will consider nominees recommended by shareholders, it has not
actively solicited recommendations nor established any procedures for this
purpose. The Board held one meeting in its capacity as the Nominating Committee
during 1999.
The Company does not have a Compensation committee, since the Company
does not pay any compensation or benefits to officers and employees.
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<PAGE> 9
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 of
Chairman and Chief the Company and the Bank since their organization in 1997 and
Executive Officer 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 47.
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 34.
George E. Cline III Mr. Cline has served as Senior Vice President and Chief
Senior Vice President Financial Officer of the Company since February 1998 and
and Chief Financial Officer Senior Vice President, Chief Financial Officer and Cashier
of the Bank since June 1998. Prior to then, Mr. Cline served
as Senior Vice President and Chief Financial Officer of
Rutland Bank in St. Petersburg, Florida. Mr. Cline is 54.
</TABLE>
MANAGEMENT STOCK OWNERSHIP
As of March 10, 2000, based on available information, all directors
and officers of the Company as a group (ten persons) beneficially owned 130,396
shares of Company Common Stock which constituted 10.2% of the number of shares
outstanding at that date.
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<PAGE> 10
EXECUTIVE COMPENSATION AND BENEFITS
The following table sets forth all cash compensation for the Company's
Chief Executive Officer for services to the Company in 1999.
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 1999 $96,000 -0- $4,375 -0- -0- -0- $2,880
Chairman and Chief 1998 $96,000 -0- $3,200 -0- 20,000 -0- $2,160
Executive Officer 1997 -0- -0- -0- -0- -0- -0- -0-
Officer of the Bank
</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.
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
10, 2000, options for 20,000 shares each were issued to Lewis S. Albert and
Todd H. Katz and 10,000 were issued to George E. Cline III, all at an exercise
price of $10.00. An additional 31,000 shares have been issued to various other
officers of the Bank 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.
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<PAGE> 11
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 each year beginning with the year during which the option was granted. Of
the 20,000 options granted to Mr. Albert, 6,000 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 exercise 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
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.
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 antidilution
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.
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<PAGE> 12
The following sets forth certain information regarding options
outstanding to Mr. Albert as of December 31, 1999:
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- --------------------------- ------------ ------------- ---------------- ----------------
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 6,000/14,000 $3,000/$7,000
- --------------------------- ------------ ------------- ---------------- ----------------
</TABLE>
Employment Agreement. The Company has entered into an Employment
Agreement with Lewis S. Albert. During 1999, a base annual salary of $96,000
was paid to Mr. Albert. The Agreement also includes provisions for a club
membership, disability insurance and term life insurance policy in the amount
of $200,000.
The Agreement terminates on May 30, 2000, which is two years after the
Bank received its Charter. The Agreement is terminable by the Company for
"cause", as defined in the Agreement at any time upon written notice to the
executive. Generally, the Agreement also provides 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; and (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 provide the
executive's survivors with any benefits it provided the 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 Agreement also provides for the issuance to the
executive of the stock options discussed above under "Stock Option Plan."
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.
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<PAGE> 13
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 10, 2000, 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 2001 ANNUAL MEETING
Proposals of shareholders of the Company intended to be presented at
the 2001 Annual Meeting of Shareholders must be received by the Company at its
principal executive offices on or before December 1, 2000, in order to be
included in the Company's Proxy Statement and form of proxy relating to the
2001 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 Common 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 the necessity of filing a Form 5 - Annual Statement of Changes in
Beneficial Ownership, the Company believes that, during 1999, all filing
requirements applicable to reporting persons were met.
12
<PAGE> 14
INDEPENDENT PUBLIC ACCOUNTANTS
Hill, Barth & King, Inc. ("HBK") have served as independent auditors
of the Company since 1997. The Board of Directors has not yet selected
independent auditors for the fiscal year ending December 31, 2000.
Representatives of HBK are expected to be present at the 2000 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 2000 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 2000 Annual Meeting other than those described in this Proxy
Statement. If any other matters properly come before the 2000 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, 1999, 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.
13
<PAGE> 15
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 24, 2000.
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 Monday, April 24, 2000, 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
[ ] [ ] [ ] James R. Baker
[ ] [ ] [ ] Billie A. Barger
[ ] [ ] [ ] Todd H. Katz
1
<PAGE> 16
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 ___, 2000
---------------------------------------
Signature
---------------------------------------
Signature if held jointly
---------------------------------------
Please print or type your name
[ ] Please mark here if you intend to attend the 2000 Annual Meeting of
Shareholders.
2
