JACKSONVILLE BANCORP INC /FL/
DEFA14A, 2000-04-10
STATE COMMERCIAL BANKS
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                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                Securities Exchange Act of 1934 (Amendment No. 1)

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))
[  ]     Definitive Proxy Statement
[X]      Definitive Additional Materials
[  ]     Soliciting Material Pursuant toss.240.14a-12

                           Jacksonville Bancorp, Inc.

                (Name of Registrant as Specified in its Charter)

                                 Not Applicable

    (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  14(a)-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>


P.O. Box 4625
Atlanta, Georgia  30302
April 3, 2000


Dear Shareholder,

Enclosed is an amended  proxy card to replace  the proxy card  mailed  March 24,
2000.  The  previous  proxy card  erroneously  did not  include  the name of one
nominee for reelection to the Board of Directors. If you have already mailed the
previous white proxy card, please also mail this pink amended proxy card. If you
have not mailed the white card,  please  disregard the white proxy card and mail
only the pink proxy card enclosed. We apologize for the inconvenience.

Sincerely,
SunTrust Bank, as Transfer Agent for Jacksonville Bancorp, Inc.




<PAGE>

                               Amended Proxy Card

                           Jacksonville Bancorp, Inc.

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.


      I,  the  undersigned   shareholder  of  Jacksonville  Bancorp,  Inc.  (the
"Company"),  Jacksonville,  Florida, do hereby nominate,  constitute and appoint
Cheryl  L.Whalen and Scott M. Hall or any one or more of them my true and lawful
proxy and  attorney(s)  with full power of  substitution  for me and in my name,
place and stead,  to represent and vote all of the common stock,  par value $.01
per share, of the Company, held in my name on its books as of March 20, 2000, at
the Annual Meeting of Shareholders to be held on Wednesday, April 26, 2000.

      PROPOSAL 1. Election of the following Directors:


      [ ]  FOR all nominees listed below              [ ] WITHHOLD Authority to
           (except as marked to the contrary below)       vote for all nominees
                                                          listed below


         Class 1                   Class 2                   Class 3
         -------                   -------                   -------

         John W. Rose              Rudolph A. Kraft          D. Michael Carter
         John R. Schultz           R.C. Mills                Melvin Gottlieb
         Price W. Schwenck         Gilbert J. Pomar, III     James M. Healey
         Gary L. Winfield, M.D.    Donald E. Roller          John C. Kowkabany
                                   Charles F. Spencer        Bennett A. Tavar

     (INSTRUCTION:  To withhold  authority  to vote for any  individual  nominee
write the name(s) of such nominee(s) below.)

- ---------------------------------------------------------------------


      THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE NOMINEES.

      PROPOSAL 2. Approval of the Stock Option Plan:


     [ ]  FOR approval of the Stock Option Plan     [ ] WITHHOLD Authority to
          Option Plan                                   approve the Stock

- --------------------------------------------------------------------------------


THE BOARD OF  DIRECTORS  OF THE COMPANY  RECOMMENDS A VOTE "FOR" THE APPROVAL OF
THE STOCK OPTION PLAN.

      In their  discretion,  the proxies are  authorized to vote upon such other
business as may properly come before the Annual Meeting of Shareholders.

                   IMPORTANT: PLEASE SIGN AND DATE ON REVERSE


<PAGE>

      This proxy, when property  executed,  will be voted in the manner directed
herein by the undersigned  shareholder.  If no direction is made, the proxy will
be voted FOR Proposals 1 and 2. Should any other matter  requiring a vote of the
shareholders arise, the proxies named above are authorized to vote in accordance
with their best judgment in the interest of the Company.

      ------------------------------------
      Date

      ------------------------------------
      Signature

      -------------------------------------
      Signature (if jointly held)

      ---------------------------------------
      Print Name(s) Here

IMPORTANT: Please sign exactly as your name appears hereon. When shares are held
by joint  tenants,  both  should  sign.  When  signing  as  attorney,  executor,
administrator,  trustee  or  guardian,  please  give  full  title as such.  If a
corporation,  please  sign  the  full  corporate  name  by  president  or  other
authorized  officer.  If a  partnership,  please  sign  in  partnership  name by
authorized person.

PLEASE  MARK,  SIGN,  DATE AND RETURN  THIS PROXY  PROMPTLY  USING THE  ENCLOSED
ADDRESSED  ENVELOPE OR  OTHERWISE  TO Sun Trust Stock  Transfer,  P.O. Box 4625,
Atlanta,  Georgia,  30302.  IF YOU DO NOT SIGN AND  RETURN A PROXY OR ATTEND THE
MEETING AND VOTE, YOUR SHARES CAN NOT BE VOTED.



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