<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X}
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
...............................................................................
SUNCOAST BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
...............................................................................
JOHN T. STAFFORD
(Name of Persons(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
......................................................................
2) Aggregate number of securities to which transaction applies:
......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
......................................................................
4) Proposed maximum aggregate value of transaction:
......................................................................
5) Total fee paid:
......................................................................
(1) Set forth the amount on which the filing fee is calculated and state how
it was determined:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
......................................................................
2) Form, Schedule or Registration Statement No.:
......................................................................
3) Filing Party:
......................................................................
4) Date Filed:
......................................................................
<PAGE> 2
SUNCOAST BANCORP, INC.
April 10, 2000
TO THE SHAREHOLDERS OF
SUNCOAST BANCORP, INC.
You are cordially invited to attend the 2000 Annual Meeting of
Shareholders of Suncoast Bancorp, Inc. which will be held at Laurel Oak Country
Club, 2700 Gary Player Blvd., Sarasota, Florida 34240, on Monday, May 15, 2000
beginning at 10:00 a.m.
At the 2000 Annual Meeting you will be asked to consider and vote upon
the reelection of the directors to serve until the next Annual Meeting of
Shareholders. Shareholders also will consider and vote upon such other or
further business as may properly come before the Annual Meeting and any
adjournment or postponement thereof.
We hope you can attend the meeting and vote your shares in person. In
any case, we would appreciate your completing the enclosed proxy and returning
it to us. This action will ensure that your preferences will be expressed on
the matters that are being considered. If you are able to attend the meeting,
you may vote your shares in person.
We want to thank you for your support during the past year. If you
have any questions about the Proxy Statement, please do not hesitate to call
us.
Sincerely,
John T. Stafford
President and Chief Executive Officer
<PAGE> 3
SUNCOAST BANCORP, INC.
8592 POTTER PARK DRIVE, SUITE 200
SARASOTA, FL 34238
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 2000
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
Suncoast Bancorp, Inc. (the "Holding Corporation") will be held at Laurel Oak
Country Club, 2700 Gary Player Blvd., Sarasota, Florida 34240, on Monday, May
15, 2000, at 10:00 a.m. ("2000 Annual Meeting"), for the following purposes:
1. Elect Directors. To elect directors to serve until the Annual
Meeting of Shareholders in 2001.
2. Other Business. To transact such other or further business as
may properly come before the 2000 Annual Meeting and any adjournment or
postponement thereof.
Only shareholders of record at the close of business on March 10, 2000
are entitled to notice of and to vote at the 2000 Annual Meeting or any
adjournment or postponement thereof. All shareholders, whether or not they
expect to attend the 2000 Annual Meeting in person, are requested to complete,
date, sign and return the enclosed proxy to the Holding Corporation 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
Holding Corporation an instrument of revocation or a duly executed proxy
bearing a later date, or by electing to vote in person at the 2000 Annual
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
John T. Stafford
April 10, 2000 President and Chief Executive Officer
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY TO REGISTRAR AND TRANSFER COMPANY IN THE ENVELOPE PROVIDED WHETHER OR
NOT YOU PLAN TO ATTEND THE 2000 ANNUAL MEETING. IF YOU ATTEND THE MEETING, YOU
MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR
PROXY.
<PAGE> 4
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
SUNCOAST BANCORP, INC.
TO BE HELD ON
MAY 15, 2000
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the shareholders of
Suncoast Bancorp, Inc. (the "Holding Corporation") in connection with the
solicitation of proxies by the Board of Directors of the Holding Corporation
from holders of the outstanding shares of the $.01 par value common stock of
the Holding Corporation ("Holding Corporation Common Stock") for use at the
Annual Meeting of Shareholders of the Holding Corporation to be held on Monday,
May 15, 2000, and at any adjournment or postponement thereof ("2000 Annual
Meeting"). The 2000 Annual Meeting is being held to (i) elect directors to
serve until the Annual Meeting of Shareholders in 2001, 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
Holding Corporation 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 10, 2000, and it and
the accompanying notice and form of proxy are first being mailed to the
shareholders of the Holding Corporation on April 11, 2000.
The principal executive offices of the Holding Corporation are located
at 8592 Potter Park Drive, Suite 200, Sarasota, FL 34238. The telephone number
of the Holding Corporation at such offices is (941) 923-0500.
RECORD DATE, SOLICITATION AND REVOCABILITY OF PROXIES
The Board of Directors of the Holding Corporation has fixed the close
of business on March 10, 2000, as the record date for the determination of the
Holding Corporation shareholders entitled to notice of and to vote at the 2000
Annual Meeting. Accordingly, only holders of record of shares of the Holding
Corporation 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 700,000 shares of the Holding Corporation Common Stock outstanding
and entitled to vote held by approximately 262 shareholders of record. Holders
of the Holding Corporation Common Stock are entitled to one vote on each matter
considered and voted upon at the 2000 Annual Meeting for each share of Holding
Corporation Common Stock held of record at the close of business on March 10,
2000. The affirmative vote of the holders of a plurality of shares of Holding
Corporation 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 Holding Corporation 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 HOLDING CORPORATION COMMON STOCK WILL BE
VOTED FOR THE ELECTION AS DIRECTORS OF THE HOLDING CORPORATION OF THE 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 Holding Corporation, (ii) properly
submitting to the Secretary of the Holding Corporation a duly executed proxy
bearing a later date, or (iii)
<PAGE> 5
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: Suncoast Bancorp, Inc.,
8592 Potter Park Drive, Suite 200, Sarasota, FL 34238, Attention: William F.
Gnerre.
A copy of the 1999 Annual Report to Shareholders, including financial
statements for the year ended December 31, 1999, accompanies this Proxy
Statement.
ELECTION OF DIRECTORS
GENERAL
The 2000 Annual Meeting is being held to elect directors of the
Holding Corporation to serve a one- year term of office. Each director of the
Holding Corporation serves for a term expiring at the next Annual Meeting of
Shareholders, and until his successor is duly elected and qualified.
Accordingly, the terms of each member of the Board expire at the 2000 Annual
Meeting and, therefore, such individuals are standing for reelection to a
one-year term expiring at the Annual Meeting of Shareholders in 2001.
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 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 NOMINEES LISTED BELOW.
The following table sets forth the name of each nominee or director
continuing in office of the Holding Corporation; a description of his or her
position and offices with the Holding Corporation 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 Holding Corporation
Common Stock beneficially owned by the director on March 10, 2000. Each of the
following individuals is also serving as a director of Suncoast National Bank
(the "Bank"), which is wholly-owned subsidiary of the Holding Corporation
(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.
<TABLE>
<CAPTION>
AMOUNT, PERCENTAGE AND
NATURE OF BENEFICIAL
NOMINEE, YEAR FIRST ELECTED A OWNERSHIP OF HOLDING
DIRECTOR, AGE AND ADDRESS OF INFORMATION ABOUT NOMINEE OR CORPORATION COMMON
5% SHAREHOLDER DIRECTOR CONTINUING IN OFFICE STOCK (A)
- ----------------------------- ----------------------------- -----------------------
NOMINEES FOR DIRECTOR
<S> <C> <C>
Larry Berberich, 1999, 61 Retired owner of a high tech 25,295 (b)
aerospace company; investor 3.61%
Henry E. Black, M.D., 1999, 64 Owner of Cardiovascular Health 30,400 (c)
Institute of Sarasota 4.34%
</TABLE>
2
<PAGE> 6
<TABLE>
<S> <C> <C>
H. R. Foxworthy, 1999, 67 Chairman of the Board of the 35,400 (d)
Holding Corporation since April 1998 and of 5.06%
Suncoast National Bank since
September 1999; retired plumbing
contractor and real estate developer;
Board member of FCCI Mutual
Insurance Company since 1962
William F. Gnerre, 1999, 60 Executive Vice President and 10,000 (e)
Secretary of the Holding Corporation 1.43%
(April 1998 to present) and Suncoast
National Bank (September 1999 to
present); Executive Vice President of
The Commercial Bank, Douglasville,
Georgia (April 1994 to February 1997)
James C. Rutledge, 1999, 53 Real Estate Investor/Developer - 20,000 (f)
Rutledge Realty and Development 2.86%
Company, Inc.
John T. Stafford, 1999, 52 President and Chief Executive Officer 30,000 (g)
of the Holding Corporation (April 1998 4.29%
to present) and Suncoast National
Bank (September 1999 to present);
Vice Chairman, FCCI Mutual
Insurance Company (1996 to
present); President, CEO and Director
of The Commercial Bank,
Douglasville, Georgia (March 1994 to
April 1996)
Dr. Stanley A. Williams, 1999, 56 Retired Dentist; Investor 35,400 (h)
5.06%
Roy A. Yahraus, 1999, 52 Owner of Gulf Coast Building 30,400 (i)
Materials (1995 to 1997) and Sales 4.34%
Manager (1997 to present); Vice
President of Proline, Inc. and real
estate investor/developer
</TABLE>
- -----------------
(a) Information relating to beneficial ownership of Holding Corporation
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
3
<PAGE> 7
this table, directors possessed sole voting and investment power as to
all shares of Holding Corporation Common Stock set forth opposite
their names.
(b) Includes 25,295 shares held jointly with his spouse.
(c) Includes 11,240 shares held by his IRA and 7,930 shares held by a
retirement account for his benefit.
(d) Includes 35,400 shares held by his IRA.
(e) Includes 10,000 shares held by his IRA.
(f) Includes 13,000 shares held by his IRA and 7,000 shares held by a trust
for his benefit.
(g) Includes 30,000 shares held by his IRA.
(h) Includes 35,400 shares held by his IRA.
(i) Includes 30,400 shares held by his IRA.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Holding Corporation held 12 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 committees of the Board on which they serve. The Holding
Corporation's Board of Directors presently has three committees. Certain
information regarding the function of these standing committees, their
membership, and the number of meetings held during 1999 follows:
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 Audit Committee reviews the annual audit, reports to the Board
concerning the audit and makes recommendations for improvements, internal
controls, or other items covered by the audit report. The Audit Committee also
directs the activities of the internal audit function. The members of this
committee consist of Messrs. Berberich, Black, Foxworthy and Rutledge. The
committee held one meeting during 1999.
The Compensation Committee is responsible for establishing appropriate
levels of compensation and benefits. The members of this committee consist of
Messrs. Black, Foxworthy, Stafford, Williams and Yahraus. The committee held
one meeting during 1999.
Directors of the Holding Corporation and the Bank are not paid any
fees for meetings of the Holding Corporation or the Bank.
EXECUTIVE OFFICERS
The following lists the executive officers of the Holding Corporation,
all positions held by them in the Holding Corporation, 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 follows the Holding Corporation 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.
4
<PAGE> 8
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS INFORMATION ABOUT EXECUTIVE OFFICERS
- ------------------ ------------------------------------
<S> <C>
John T. Stafford President and Chief Executive Officer of the Holding
Corporation (April 1998 to present) and Suncoast
National Bank (September 1999 to present); Vice
Chairman, FCCI Mutual Insurance Company (1996 to
present); President, CEO and Director of The
Commercial Bank, Douglasville, Georgia (March 1994
to April 1996)
William F. Gnerre Executive Vice President and Secretary of the
Holding Corporation (April 1998 to present) and
Suncoast National Bank (September 1999 to present);
Executive Vice President of The Commercial Bank,
Douglasville, Georgia (April 1994 to February 1997)
John S. Wilks, Jr. Vice President and Chief Financial Officer of the
Holding Corporation (February 1999 to present) and
Suncoast National Bank (September 1999 to present);
Assistant Vice President and Commercial Loan Officer
of Regions Bank (February 1997 to February 1999);
Wilks' Nursery & Garden Center (October 1996 to
February 1997); Chief Financial Officer of The Bank
of Newnam (September 1995 to October 1996);
Assistant Vice President and Controller of The
Commercial Bank, Douglasville, Georgia (November
1988 to September 1995)
</TABLE>
MANAGEMENT AND PRINCIPAL STOCK OWNERSHIP
As of March 10, 2000, based on available information, all directors
and executive officers of the Holding Corporation as a group (nine persons)
beneficially owned 217,395 shares of Holding Corporation Common Stock which
constituted 31.06% of the number of shares outstanding at that date.
EXECUTIVE COMPENSATION AND BENEFITS
The following table sets forth all cash compensation for the Holding
Corporation's President and Chief Executive Officer and President and Chief
Executive Officer of the Bank for services to the Holding Corporation and the
Bank in 1999.
5
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
- ------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
- ------------------------------------------------------------------------------------------------------------------------------
Name
and
Other Other Restricted
Principal Annual Stock Options/ LTIP All Other
Position Year Salary Bonus Compensation(1) Award(s) SARs Payouts Compensation
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John T. Stafford 1999 $51,342 $ -0- $10,800 -0- -0- -0- $ -0-
President and Chief
Executive Officer
of the Holding
Corporation and President
and Chief Executive
Officer of the Bank
</TABLE>
- -----------------
(1) Represents amounts paid by Suncoast National Bank to Mr. Stafford for
automobile allowance.
Stock Option Plans. The Holding Corporation has a stock option plan
for officers and employees (the "Employee Plan") and a stock option plan for
directors (the "Director Plan"). The Employee Plan authorizes the issuance of
options for 28,000 shares to Bank officers and employees and the Director Plan
authorizes the issuance of options for 42,000 shares to Holding Corporation and
Bank Directors. As of December 31, 1999, options exercisable for an aggregate
of 42,000 shares of Holding Corporation Common Stock were outstanding under the
Director Plan and held by directors at an exercise price of $10.00 per share,
and options exercisable for an aggregate of 28,000 shares of Holding
Corporation Common Stock were outstanding under the Employee Plan and held by
certain officers and employees at an exercise price of $10.00 per share. The
options terminate in 2009.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ------------------------------- ---------------- --------------- ---------------------- ----------------------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARs OPTIONS/SARs
ON VALUE AT FY-END (#) AT FY-END($)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------- ---------------- --------------- ---------------------- ----------------------------
<S> <C> <C> <C> <C>
JOHN T. STAFFORD --- --- -0-/7,000 $-0-/$10,500
- ------------------------------- ---------------- --------------- ---------------------- ----------------------------
</TABLE>
Profit Sharing Plan. Suncoast National 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 15% of compensation instead of receiving that amount in cash.
Suncoast National Bank may contribute a percentage amount provided that only
salary reductions up to 6% of compensation will be considered. Suncoast
National Bank also may contribute a discretionary amount. Amounts deferred by
participants are fully vested. Contributions by Suncoast National Bank vest
based upon percentage amounts of 20% to 100% over three to seven years of
service.
6
<PAGE> 10
Employment Agreement. The Bank has entered into an employment
agreement with Mr. Stafford for a three-year term, which automatically renews
thereafter for successive one-year periods, unless either party provides notice
to the other in accordance with the terms of the agreement. The employment
agreement provides for Mr. Stafford to receive a base salary of $85,000 in
1999, subject to annual adjustments and such bonuses and other compensation as
may be determined by the Board of Directors. The employment agreement also
provides for receipt of employee benefits and reimbursement for business
related expenses. The employment may be terminated by the Bank for cause or by
Mr. Stafford for good reason or a result of certain actions following any
change in control of the Holding Corporation or the Bank. The employment
agreement also provides that Mr. Stafford will not work for any financial
institution located within a radius of 50 miles of any office of the Bank or
solicit Bank employees or customers for a one-year period following termination
of his employment, except where the employment is terminated as a result of
good reason or following a change in control.
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.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Proposals of shareholders of the Holding Corporation intended to be
presented at the 2001 Annual Meeting of Shareholders must be received by the
Holding Corporation at its principal executive offices on or before December 1,
2000, in order to be included in the Holding Corporation'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 Holding Corporation, and persons who beneficially
own more than 10% of Holding Corporation 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 Holding
Corporation 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.
INDEPENDENT PUBLIC ACCOUNTANTS
Consistent with past practice, the Board of Directors has determined
to defer the selection of independent public accountants to audit the
consolidated financial statements of the Holding Corporation for the current
year ending December 31, 1999. Hacker, Johnson, Cohen, & Grieb, P.A. has served
as independent public accountants for the Holding Corporation and the Bank
since 1999. The Board does not anticipate that a representative of Hacker,
Johnson, Cohen & Grieb, P.A. will be present at the 2000 Annual Meeting.
7
<PAGE> 11
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 Holding Corporation Common Stock. Such
persons will be paid for reasonable expenses incurred in connection with such
services.
MISCELLANEOUS
Management of the Holding Corporation 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 Holding Corporation will furnish to such person
without charge (other than for exhibits) a copy of the Holding Corporation's
Annual Report on Form 10-KSB 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 Suncoast
Bancorp, Inc., 8592 Potter Park Drive, Sarasota, FL 34238, Attention: John T.
Stafford.
8
<PAGE> 12
PROXY CARD
REVOCABLE PROXY
SUNCOAST BANCORP, INC.
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2000.
The undersigned hereby appoints Larry Berberich and Henry E. Black,
M.D., or either of them with individual power of substitution, proxies to vote
all shares of the Common Stock of Suncoast Bancorp, Inc. (the "Holding
Corporation") which the undersigned may be entitled to vote at the Annual
Meeting of Shareholders to be held at Laurel Oak Country Club, 2700 Gary Player
Blvd., Sarasota, Florida 34240, on Monday, May 15, 2000, at 10:00 a.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 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 ______, or WITHOUT _______, authority to vote for the election of
the following directors of the Holding Corporation (or any substituted
nominee) as discussed in the accompanying Proxy Statement: Larry
Berberich, Henry E. Black, M.D., H. R. Foxworthy, William F. Gnerre,
James C. Rutledge, John T. Stafford, Dr. Stanley A. Williams and Roy
A. Yahraus
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), list name(s) below:
-------------------------------------------------------------
<PAGE> 13
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 PARTNER-SHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AUTHORIZED
PERSON.
SHARES
---------------------
DATED: ___________, 2000
-----------------------------------
SIGNATURE
-----------------------------------
SIGNATURE IF HELD JOINTLY
-----------------------------------
PLEASE PRINT OR TYPE YOUR NAME
[ ] PLEASE MARK HERE IF YOU INTEND TO ATTEND THE 2000 ANNUAL MEETING OF
SHAREHOLDERS.
