<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:
<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>
Citi-Bancshares, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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 (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
CITI-BANCSHARES, INC.
1211 North Boulevard West
Leesburg, Florida 34748
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1996
Notice is hereby given that the 1996 Annual Meeting of Shareholders of
Citi-Bancshares, Inc. ("Citi-Bancshares") will be held at Citizens Center,
Third Floor, 1300 Citizens Boulevard, Leesburg, Florida, on Tuesday, April 23,
1996, at 7:00 p.m., Local Time (the "Meeting"), for the following purposes:
1. Elect Directors. To consider and vote upon the reelection of eleven
directors to serve until the Annual Meeting of Shareholders in 1997 and
until their successors have been elected and qualified.
2. Ratify Auditors. To ratify the appointment of Purvis Gray & Company as
independent auditors for Citi-Bancshares for the fiscal year ending
December 31, 1996.
3. Other Business. To transact such other business as may properly come
before the 1996 Annual Meeting or any adjournments or postponements
thereof.
Only shareholders of record at the close of business on March 19, 1996,
are entitled to notice of and to vote at the Meeting or any adjournments
thereof. All shareholders, whether or not they expect to attend the Meeting in
person, are requested to complete, date, sign and return the enclosed Proxy in
the accompanying envelope.
Also enclosed is a copy of Citi-Bancshares' 1995 Annual Report to
Shareholders.
By Order of the Board of Directors,
/s/ T. MICHAEL KILLINGSWORTH
----------------------------
T. Michael Killingsworth
Secretary
March 26, 1996
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY
TO CITI-BANCSHARES IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND
1996 ANNUAL MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU
WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.
<PAGE> 3
CITI-BANCSHARES, INC.
1211 North Boulevard West
Leesburg, Florida 34748
PROXY STATEMENT
FOR
1996 ANNUAL MEETING
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the shareholders of
Citi-Bancshares, Inc. ("Citi-Bancshares" or the "Company"), a Florida
corporation registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended (the "BHC Act"), in connection with the solicitation of
proxies by the Board of Directors of Citi-Bancshares from holders of the
outstanding shares of the $.01 par value Common Stock of Citi-Bancshares
("Common Stock") for use at the Annual Meeting of Shareholders of the Company
to be held on April 23, 1996, and at any adjournments or postponements thereof
(the "Meeting"). Unless otherwise clearly specified, the terms "Company" and
"Citi-Bancshares" shall include the Company's subsidiary.
The Meeting is being held to consider and vote upon (i) the reelection of
eleven directors to serve until the Annual Meeting of Shareholders in 1997 and
until their successors have been elected and qualified, (ii) the ratification
of the appointment of Purvis Gray & Company as independent auditors for
Citi-Bancshares for the fiscal year ending December 31, 1996, and (iii) such
other business as may properly come before the Meeting.
The Board of Directors of Citi-Bancshares knows of no other business that
will be presented for consideration at the Meeting other than the matters
described in this Proxy Statement.
The Proxy Statement and Proxy are first being mailed to the shareholders
of Citi-Bancshares on or about March 26, 1996. The 1995 Annual Report to
Shareholders ("1995 Annual Report"), including financial statements for the
fiscal year ended December 31, 1995, accompanies this Proxy Statement.
The principal executive offices of Citi-Bancshares are located at 1211
North Boulevard West, Leesburg, Florida 34748. The telephone number of
Citi-Bancshares at such offices is (352) 787-5111.
RECORD DATE, SOLICITATION AND REVOCABILITY OF PROXIES
The Board of Directors of Citi-Bancshares has fixed the close of business
on March 19, 1996 as the record date ("Record Date") for determining the
Citi-Bancshares shareholders entitled to notice of and to vote at the Meeting.
Accordingly, only holders of record of shares of Common Stock on the Record
Date will be entitled to vote at the Meeting. At the close of business on such
date, there were 4,047,643 shares of Common Stock issued and outstanding and
held by approximately 1,132 shareholders of record. See "PRINCIPAL
SHAREHOLDERS".
Each shareholder is entitled to one vote on each proposal per share of
Common Stock held as of the Record Date. In determining whether a quorum
exists at the Meeting for purposes of all matters to be voted on, all votes
"for" or "against," as well as all abstentions (including votes to withhold
authority to vote in certain cases), with respect to the proposal receiving the
most such votes, will be counted. The vote required for the election of
directors is a plurality of the votes cast by the shares entitled to vote in
the election, provided a quorum is present. Consequently, with respect to the
proposal for the election of
<PAGE> 4
directors, abstentions and broker non-votes will not be counted as part of the
base number of votes to be used in determining if the proposal has received the
requisite number of base votes for approval. The other proposals to be voted
on at the Meeting will be approved if the votes cast by the holders of the
shares of Common Stock represented at the meeting and entitled to vote on the
matter favoring the action exceed the votes cast in opposition to the action.
Consequently, with respect to those proposals, as in the proposal for the
election of directors, abstentions and broker non-votes will not be counted as
part of the base number of votes to be used in determining if the proposal has
received the requisite number of base votes for approval, and an abstention or
broker nonvote will have no effect.
Shares of Common Stock represented by a properly executed Proxy, if such
Proxy is received in time and not revoked, will be voted at the Meeting in
accordance with the instructions indicated in such Proxy. IF NO INSTRUCTIONS
ARE INDICATED, SUCH SHARES OF COMMON STOCK WILL BE VOTED "FOR" THE REELECTION
AS DIRECTORS OF CITI-BANCSHARES OF THE 11 NOMINEES NAMED IN THE PROXY AND "FOR"
THE OTHER PROPOSALS DESCRIBED HEREIN AND OTHERWISE IN THE JUDGMENT OF THE
PROXIES.
A shareholder who has given a Proxy may revoke it at any time prior to its
exercise at the Meeting by either (i) giving written notice of revocation to
the Secretary of Citi-Bancshares, (ii) properly submitting to Citi-Bancshares a
duly executed Proxy bearing a later date, or (iii) appearing in person at the
Meeting and voting in person. All written notices of revocation or other
communications with respect to revocation of Proxies should be addressed as
follows: Citi-Bancshares, Inc., P.O. Box 490047, Leesburg, Florida 34749-0047,
Attention: T. Michael Killingsworth, Secretary.
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<PAGE> 5
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The Meeting is being held to reelect eleven directors of Citi-Bancshares
to serve one-year terms of office expiring at the Company's 1997 Annual Meeting
of Shareholders and until their successors have been elected and qualified.
All of the nominees are presently directors of Citi-Bancshares and have served
as directors of Citi-Bancshares since its inception in 1983, except the
following: William F. Herlong, Jr., who served as a director for the first time
in 1984, W. Thomas Brooks and Ferrell D. Young who served as directors for the
first time in 1987, Kenneth W. Mullis who served as a director for the first
time in 1990, and Douglas W. Braun who served as a director for the first time
in 1993. All of the nominees also serve as directors of Citi-Bancshares'
banking subsidiary, Citizens National Bank of Leesburg (the "Bank"). The
members of the Boards of Directors of the Bank and the Company are the same.
Proxies cannot be voted for a greater number of persons than the number of
nominees specified herein (11 persons).
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 reelection of all 11 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 replacements as may be nominated by Citi-Bancshares' Board of Directors.
The affirmative vote of the holders of shares of Common Stock representing
a plurality of the votes cast by the shares entitled to vote in the election at
the Meeting, at which a quorum is present, is required for the reelection of
the directors listed below.
THE NOMINEES HAVE BEEN NOMINATED BY CITI-BANCSHARES' BOARD OF DIRECTORS
AND THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE REELECTION OF ALL 11
NOMINEES LISTED BELOW.
INFORMATION ABOUT NOMINEES FOR DIRECTOR
The following information as of February 15, 1996, relating to age and
directorships in other companies, positions with the Company and the Bank,
principal employment and Common Stock owned beneficially, has been furnished by
the respective nominees. Except as otherwise indicated, each nominee has been
or was engaged in his or her present or last principal employment, in the same
or a similar position, for more than five years. See "Information About the
Board of Directors and Its Committees."
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
BENEFICIALLY OWNED
AND PERCENTAGE OF
NOMINEE, AGE AND YEAR COMMON STOCK
FIRST ELECTED AS A DIRECTOR INFORMATION ABOUT NOMINEE OUTSTANDING (1)
<S> <C> <C>
Douglas W. Braun Mr. Braun has been President of 68,471 (2)
Age: 46 Besco Electric Supply Co. since 1.7%
Elected to Board: 1993 1983, an electrical wholesale
business located in Leesburg, Florida.
</TABLE>
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<PAGE> 6
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Clifton L. Bridges, M.D. Dr. Bridges is a facial 145,767 (3)
Age: 52 plastic surgeon and is 3.6%
Elected to Board: 1983 President of Bridges,
Hardy & Milstead, M.D.,
P.A. He was named
Chairman of the Board of
Directors of
Citi-Bancshares and the
Bank in 1995.
W. Thomas Brooks Mr. Brooks is a 27,137 (4)
Age: 46 certified public 0.7%
Elected to Board: 1987 accountant and a partner
in Brooks, Wiley, Young,
Padgett & Kleiser, P.A.
He is a director of
Foliage Design Systems
Franchise Company, Boys
and Girls Club of Lake
County and Leesburg High
School Foundation.
Thomas N. Grizzard Mr. Grizzard is a 20,197 (5)
Age: 56 realtor and is President 0.5%
Elected to Board: 1983 of Tom Grizzard, Inc., a
realty company located
in Leesburg, Florida.
Mr. Grizzard is a
Trustee of the Beverly
Grizzard Residual Trust.
He manages Leesburg
Lake Shore Mobile Home
Park and is a developer
of Beverly Harbors
Condominiums.
W.F. Herlong, Jr. Mr. Herlong is an 31,880 (6)
Age: 62 investor in stocks, 0.8%
Elected to Board: 1984 bonds and real estate.
Formerly, he was Vice
President of the Bank in
Marketing & Business
Development. Mr.
Herlong is a limited
partner in A.S. Herlong
Ltd., a real estate
holding company located
in Leesburg, Florida,
and is a travel
consultant for AAA Auto
Club South.
Wendell F. Husebo Mr. Husebo is Chairman 67,649 (7)
Age: 68 of Husebo 1.7%
Elected to Board: 1983 Advertising/Public
Relations, Inc., in
Leesburg, Florida, a
regional agency he
organized in 1962. He
has been active in
business, civic and
church activities in
Leesburg since 1951.
Walter S. McLin Mr. McLin is an 65,442 (8)
Age: 60 attorney-at-law and has 1.6%
Elected to Board: 1983 practiced in Lake
County, Florida since
1962. He is President
of McLin, Bumsed,
Morrison, Johnson &
Robuck, P.A. He
currently serves as a
member of the Board of
Directors of Blue Cross
and Blue Shield of
Florida, Inc. and
Florida Combined Life
Insurance Company, Inc.
Kenneth W. Mullis* Mr. Mullis has served as 22,493 (9)
Age: 53 President and Chief 0.6%
Elected to Board: 1990 Executive Officer of
Citi-Bancshares and the
Bank since 1990.
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<PAGE> 7
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Linda S. Spradlin Mrs. Spradlin is 185,409 (10)
Age: 58 President of Fox Fire 4.6%
Elected to Board: 1983 Farms, Inc., a horse
farm located in
Leesburg, Florida. She
is a Trustee of
Poinsettia Land Trust, a
real estate holding
company.
Bobby A. Sullivan* Mr. Sullivan is owner of 11,156 (11)
Age: 61 Sullivan's Lakeside 0.3%
Elected to Board: 1983 Nursery and is a former
Senior Vice President
and Cashier of the Bank
and the Senior
Operations Officer,
Chief Financial Officer
and Secretary of
Citi-Bancshares.
Ferrell D. Young, D.V.M. Dr. Young is a 49,965 (12)
Age: 55 veterinarian. He is 1.2%
Elected to Board: 1987 owner and practitioner
of Northgate Animal
Hospital d/b/a Ferrell
D. Young, D.V.M., P.A.,
Leesburg, Florida and
Animal Clinic of Lady
Lake, Florida. He has
been in practice for 22
years. He is a member of
FVMA, AVMA, and is
Secretary/Treasurer of
Lake County Veterinary
Emergency Clinic.
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EXECUTIVE OFFICERS WHO ARE NOT ALSO NOMINEES OR DIRECTORS
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T. Michael Killingsworth Mr. Killingsworth serves as Senior 0
Age: 39 Vice President, Chief Financial 0.0%
Officer and Secretary of Citi-
Bancshares and Senior Vice
President, Chief Financial
Officer and Cashier of the
Bank. After graduating from
Georgia Southern University
and the University of
Georgia School of Banking, Mr.
Killingsworth joined The Georgia
Department of Banking and
Finance as a Financial Examiner
in 1982, until he joined
Southeastern Bank, Darien,
Georgia, in 1985. Mr.
Killingsworth joined the
Company and the Bank on
March 1, 1995. Upon Mr.
Sullivan's retirement on
December 31, 1995, Mr.
Killingsworth was appointed to
his current positions with the
Company and the Bank.
</TABLE>
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<PAGE> 8
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Danny A. Schmid Mr. Schmid has served as the 3,860
Age: 53 Senior Vice President - Lending 0.09%
for the Bank since 1989. Mr. Schmid
graduated from University of
Central Florida in 1973, and served as
a lender with Sun Bank, N.A. in
Leesburg, Florida from 1974 to 1989.
He also graduated from the University
of Virginia Graduate School of
Retail Bank Management in 1982.
Nominees and Executive 699,426
Officers as a Group (13 17.28%
persons)
</TABLE>
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*Served as an executive officer of the Company during 1995.
(1) Information relating to beneficial ownership of 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 (the "Exchange Act"). 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. The 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 ownership. Accordingly, nominees are
named as beneficial owners of shares as to which they may disclaim any
beneficial interest. Except as indicated in other notes to this table
describing special relationships with other persons and specifying shared
voting or investment power, directors possess sole voting and investment power
with respect to all shares of Common Stock set forth opposite their names.
(2) Includes 200 shares (over which Mr. Braun exercises shared voting and
investment control) held by Mr. Braun jointly with his wife. Also includes
14,550 shares held by Besco Electric Supply, Inc., and 51,444 shares held by
the Besco Electric Supply, Inc. Pension Plan, as to which shares Mr. Braun
disclaims beneficial ownership.
(3) Includes 1,341 shares held by Dr. Bridges' individual retirement account
and 52,146 shares (over which Dr. Bridges exercises shared voting and
investment control) held jointly with his wife, Glenda J. Bridges. Also
includes 936 shares (over which Dr. Bridges exercises no voting or investment
control) held by his wife's individual retirement account, 14,576 shares (over
which Dr. Bridges exercises no voting or investment control) owned jointly by
Dr. Bridges' wife and her mother, 4,167 shares held by Dr. Bridges as custodian
for his minor children, and 69,800 shares held by the Bridges, Hardy &
Milstead, M.D., P.A., Money Purchase Pension Plan Trust, as to which shares Dr.
Bridges disclaims beneficial ownership.
(4) Includes 3,073 shares held by Mr. Brooks' individual retirement account
and 21,464 shares (over which Mr. Brooks exercises shared voting and investment
control) held jointly with his wife, Ann H. Brooks. Also includes 400 shares
held by Mr. Brooks as custodian for his minor daughter, Amy Elizabeth Brooks,
and 200 shares (over which Mr. Brooks exercises no voting or investment
control) owned directly by Mr. Brook's son, Brian Chase Brooks, as to which
shares Mr. Brooks disclaims beneficial ownership.
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<PAGE> 9
(5) Includes 2,840 shares held by Mr. Grizzard's individual retirement account
and 6,429 shares held in trust for Mr. Grizzard (over which Mr. Grizzard
exercises sole voting and investment control). Also includes 1,350 shares
(over which Mr. Grizzard exercises no voting or investment control) held by Mr.
Grizzard's wife's individual retirement account, 6,429 shares held in trust for
Mr. Grizzard's wife, Linda K. Grizzard (over which Mr. Grizzard exercises no
voting and investment control) and 3,149 shares (over which Mr. Grizzard
exercises shared voting and investment control) held by Mr. Grizzard and his
sister, Sally G. Spence Reeves, as Trustees of the Beverly Grizzard Residuary
Trust, as to which shares Mr. Grizzard disclaims beneficial ownership.
(6) Includes 300 shares held by Mr. Herlong as Trustee of the Louise B.
Herlong Trust (Mr. Herlong's mother) and 300 shares held by Mr. Herlong as
Trustee of the W. Fred Herlong Trust (Mr. Herlong's father), as to all of
which shares Mr. Herlong disclaims beneficial ownership.
(7) Includes 315 shares held by Mr. Husebo in trust for his minor
granddaughters, 7,761 shares held by Husebo Advertising/Public Relations, Inc.,
and 27,168 shares held by the Husebo Advertising/Public Relations, Inc. Profit
Sharing Plan, as to all of which shares Mr. Husebo disclaims beneficial
ownership.
(8) Includes 19,869 shares held by Mr. McLin's individual retirement account.
Also includes 19,578 shares (over which Mr. McLin exercises no voting or
investment control) held by Mr. McLin's wife, Gwen F. McLin, and 1,800 shares
held in Mrs. McLin's individual retirement account, as to which shares Mr.
McLin disclaims beneficial ownership.
(9) Includes 10,000 shares (over which Mr. Mullis exercises shared voting and
investment control) owned jointly with his wife, Linda L. Mullis, and 9,605
shares owned by Mr. Mullis' individual retirement account. Does not include
11,025 shares subject to options granted to Mr. Mullis by the Company pursuant
to his employment, which options are not exercisable within 60 days.
(10) Includes 161,055 shares held in two trusts for Mrs. Spradlin's mother,
Margaret W. Smith, of which Mrs. Spradlin serves as trustee, 6,440 shares held
in trust for Mrs. Spradlin's son, Michael William Spradlin, of which Mrs.
Spradlin serves as trustee, 1,766 shares held in two trusts for Mrs. Spradlin's
grandchildren, Brittany Lyne Spradlin and Kyle William Spradlin, of which Mrs.
Spradlin serves as trustee, 4,075 shares held in trust for Mrs. Spradlin's
niece, Elizabeth Jackson, of which Mrs. Spradlin serves as trustee, and 4,473
shares held in five trusts for Mrs. Spradlin's grandnephews and grandniece,
Aaron Loesch, Daniel Roe, Michael Roe, Samuel Roe and Anna Jackson, where Mrs.
Spradlin serves as trustee, as to all of which shares Mrs. Spradlin disclaims
beneficial ownership
(11) Includes 1,975 shares held by Mr. Sullivan's individual retirement
account. Also includes 84 shares (over which Mr. Sullivan exercises shared
voting and investment control) owned jointly with Mr. Sullivan's son, Keith A.
Sullivan, 624 shares (over which Mr. Sullivan exercises shared voting and
investment control) owned jointly with Mr. Sullivan's son, Scott J. Sullivan,
and 1,974 shares (over which Mr. Sullivan exercises no voting or investment
control) owned by Mr. Sullivan's wife's individual retirement account, as to
which shares Mr. Sullivan disclaims beneficial ownership.
(12) Includes 3,015 shares held by Dr. Young's individual retirement account.
Also includes 9,999 shares held in three trusts for Dr. Young's children,
Ferrell Durham Young, Jr., Lisa Marie Young, and Beau Hartman Young, of which
Dr. Young serves as trustee, and 1,389 shares (over which Dr. Young exercises
no voting or investment control) owned directly by Dr. Young's son, Beau
Hartman Young, as to which shares Dr. Young disclaims beneficial ownership.
In addition, pursuant to an understanding between the Company and Citizens
First Bancshares, Inc. ("CFB"), is anticipated that one CFB director, Mr. Terry
E. Trexler, will be elected to the Company Board of Directors subsequent to the
consummation of the merger of CFB with and into Citi-Bancshares (the "Merger").
Upon consummation of the Merger, Mr. Trexler is anticipated to receive 65,895
shares of
- 7 -
<PAGE> 10
Company Common Stock in exchange for 50,000 shares of CFB Common Stock owned by
Mr. Trexler. It is anticipated that the Merger will be consummated during
April 1996.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of Citi-Bancshares held 15 Board meetings during
1995. During 1995, each of the 11 incumbent directors attended at least 86% of
the aggregate total number of meetings of the Board of Directors and meetings
of the Board committees on which they served. Mr. Frank S. Bouis, who resigned
from the Company Board of Directors and the Bank Board of Directors in early
1996 after indicating that he was dissatisfied with his role on the Boards of
Directors, attended 69% of the aggregate total number of Company Board meetings
and meetings of Board committees on which he served. Citi-Bancshares' Board of
Directors has a standing Compensation Committee, Executive Committee and
Examination Committee, which serve the same functions for the Bank.
In addition, the Bank's Board of Directors has the following standing
committees separate from the Company: Directors-Loan Committee, Investment
Committee, Marketing Committee and Trust Committee. Such committees perform
those duties customarily performed by similar committees at other financial
institutions.
The Company's Compensation Committee makes recommendations to the Board of
Directors with respect to the compensation of executive officers and employees
of Citi-Bancshares and the Bank. The Compensation Committee administers the
Pension Plan and has the power to interpret and construe any provision of the
plan and to make regulations consistent with the plan. The Compensation
Committee also administers the Profit Sharing Plan, including interpreting
provisions of the Profit Sharing Plan, reviewing claims arising under the Plan,
and filing reports and notices required for maintaining the qualification of
the Plan under the Internal Revenue Code of 1986, as amended (the "Code").
Walter S. McLin (Chairman), Frank S. Bouis, W. Thomas Brooks and Thomas N.
Grizzard and Clifton L. Bridges constituted the members of the Compensation
Committee during 1995. Two meetings were held by the Compensation Committee
during 1995. See "Compensation Committee Report".
The Examination Committee recommends on an annual basis to the Board, the
firm to be engaged as the independent auditors for Citi-Bancshares and the Bank
for the next fiscal year, reviews the plan for the audit engagement, reviews
financial statements, reviews audit plans and results of internal auditing,
generally reviews financial reporting procedures, reviews reports of regulatory
authorities and periodically reports to the Board of Directors. Douglas W.
Braun. (Chairman), W. Thomas Brooks, Thomas N. Grizzard, Linda S. Spradlin and
Ferrell D. Young constitute the members the Examination Committee. Thirteen
meetings were held by the Examination Committee during 1995.
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 1995.
Non-executive member of the Board of Directors of Citi-Bancshares are paid
an annual retainer of $5,000. Non-executive officer members of the Board of
Directors of the Bank are paid an annual retainer of $10,000 plus $300 for each
Board meeting attended. In addition to the annual retainers, members of the
Compensation Committee, Executive Committee, Examination Committee, Directors
Loan Committee, Investment Committee, Marketing Committee and Trust Committee
receive $100 for each meeting of such committees attended.
- 8 -
<PAGE> 11
COMPENSATION OF EXECUTIVE OFFICERS
Under rules established by the SEC, the Company is required to provide
certain data and information in regard to the compensation and benefits
provided to its chief executive officer and other executive officers, including
the four other most highly compensated executive officers with compensation in
excess of $100,000 during 1995. For 1995, Mr. Mullis, the President/Chief
Executive Officer, and Mr. Sullivan, the former Chief Financial Officer/Chief
Operations Officer, were the only officers for whom such disclosure is
applicable, and they are referred to as the "named executive officers". The
disclosure requirements for the named executive officers include the use of
tables and a report explaining the rationale and considerations that led to
fundamental executive compensation decisions affecting these individuals.
The following report explains Citi-Bancshares' compensation philosophy as
endorsed by the Board of Directors and the Compensation Committee, and the
resulting actions taken by Citi-Bancshares for the reporting periods shown in
the various compensation tables supporting the report. The Compensation
Committee approves or recommends to the Board of Directors payment amounts and
awards.
COMPENSATION COMMITTEE REPORT
General
The Compensation Committee of the Company is currently comprised of five
outside directors, including the Chairman of the Board. Mr. Mullis, as
President and Chief Executive Officer, attends meetings of the Compensation
Committee, but is excluded from that portion of any meeting in which his
personal compensation or performance evaluation is discussed. Currently, the
Company has no employees; all personnel are employees of the Bank. The
Compensation Committee makes recommendations to the Board of Directors with a
view to: (i) ensuring that a fair and competitive total compensation package to
the officers and employees in order to recruit and retain quality personnel,
(ii) providing written evaluations based on performance not less frequently
than annually, and (iii) periodically reviewing and revising salary ranges and
total compensation programs for officers and employees using an outside
consultant to recommend salary ranges based on current surveys of peer group
market salaries for specific jobs.
Executive Officer Compensation
In 1992, the Board of Directors authorized an independent consulting firm,
Human Network Resources ("HNR") of Tequesta, Florida, to evaluate each element
of the Bank's total compensation package for officers and employees. On
October 23, 1992, HNR presented its report, which included a comparison of the
Bank's salaries to surveys of industry averages for banks of similar size in
1992. Two to five of the surveys listed below were used to arrive at average
industry salaries for each officer position other than President/Chief
Executive Officer and Chief Financial Officer/Senior Operations Officer
positions: Cole/Wyatt Data Services National Survey, Florida Bankers
Association Survey, Cole/Wyatt Data Services Regional Survey, Bank Wage/Hour
Survey, and the Sheshunoff Salary Survey. All five of such market surveys were
used by HNR in evaluating the President/Chief Executive Officer's position and
in evaluating the Chief Financial Officer/Senior Operations Officer's position.
In November 1994, utilizing the same five surveys but with more current survey
data (three surveys used were done in 1994, one survey used was done in 1993
and one in 1992) an update was conducted on the market salaries for the
positions held by Messrs. Mullis and Sullivan. The average base salary (not
including performance bonuses) for the President and CEO of banks of similar
size based on these five surveys was $175,136 for January 1, 1996 when aged
forward by 4% per year from the survey dates noted above. The average base
salary for the Chief Financial Officer/Senior Operations Officer of such
comparable institutions, similarly determined based on the above listed five
surveys, was $109,367 for January 1, 1996. Based on previous
-9-
<PAGE> 12
HNR survey information, the individual performances of Messrs. Mullis and
Sullivan, and the performance of the Bank in profitability, loan and deposit
growth, asset quality, and regulatory audit reports, the Compensation Committee
recommended and the Board approved increasing Mr. Mullis' base salary from
$147,700 in 1994 to $155,800 in 1995, and Mr. Sullivan's base salary from
$110,000 in 1994 to $116,000 in 1995. Based on the same November 1994 salary
data provided by HNR, the Compensation Committee has recommended and the Board
has approved an annual salary for Mr. Mullis of $160,600 in 1996. Mr. Sullivan
retired at year end 1995, after 31 years of service to the Company.
Base Salary and Increases
It is the Compensation Committee's opinion that base salary ranges for all
officers and employees should be reasonable and competitive with other banks of
similar size in order to attract and retain competent and qualified personnel.
Consequently, in conjunction with HNR and utilizing the HNR report referred to
above, which is based on current surveys of peer group market salaries for
specific jobs, the Compensation Committee established and the Board approved in
1992 a Salary Administration Program for the Bank setting out salary ranges and
total compensation programs for directors, officers and employees at all
levels. The Compensation Committee believes that the HNR survey data supports
the salaries and salary ranges currently reflected in the Salary Administration
Program. Annual increases for individual officers and employees are based on
an annual written performance evaluation by such person's supervisor and the
person's location within his salary range as set forth in the Salary
Administration Program. It is anticipated that an independent consultant firm
will be engaged to reevaluate such program from time to time as deemed
appropriate by the Compensation Committee. It is the Board's intent to have an
outside firm review the Salary Administration Program in the third quarter of
1996.
Short-Term Incentives
The Compensation Committee has utilized a profit sharing program which
results in a profit sharing award for Bank officers and employees if the Bank
meets certain performance levels directly related to a return on average
assets. Additionally, the Compensation Committee considers asset quality,
deposit market share growth, loan growth, regulatory reports, capital, total
personnel expense and peer group comparisons before recommending for Board
approval a profit sharing award to the officers and employees. Upon approval
of a profit sharing award, the Board allocates a percentage of the total award
to cash bonuses that are paid in the year earned and a percentage of the total
award to a deferred profit sharing program that is distributed to each officer
and employee based on a formula that is indiscriminately applied to all
personnel. The officers and employees are not fully vested in their deferred
profit sharing accounts for a period of seven years. The Board is not legally
obligated to fund any profit sharing awards.
Long-Term Incentives
In the Annual Meeting of Shareholders on April 26, 1994, the shareholders
approved a Citi-Bancshares 1994 Stock Option and Stock Appreciation Rights Plan
(the "1994 Plan") as a long term incentive program for key officers. Under the
authority granted the Board of Directors through the 1994 Plan, seven officers
were granted the opportunity to earn a total of 56,250 shares during a period
from December 31, 1994 to April 25, 2006. The Board installed certain criteria
regarding profitability, asset quality and asset growth parameters that must be
met in order for the options to be granted each year. Once earned and granted,
a two year vesting period is required before the option can be exercised.
Other than the vesting requirements of the deferred profit sharing awards
discussed earlier, the only other long term incentive program being utilized by
the Company is an option to purchase 11,025 shares of Common Stock (adjusted
for stock dividends) granted to Mr. Mullis at the time of his employment in
July 1990.
- 10 -
<PAGE> 13
$1 Million Deduction Limit
At this time, because of its compensation levels, the Company does not
appear to be at risk of losing deductions under Code Section 162(m), which
generally establishes, with certain exceptions, a $1 million deduction limit on
executive compensation for all publicly held companies. As a result, the
Company has not established a policy regarding this limit, but will continue to
evaluate the necessity of such a policy in the future.
Summary
In summary, the Compensation Committee believes that the compensation of
the Company's officers and employees, including the named executive officers,
is reasonable and competitive with compensation paid by other banks of similar
size. The Bank's total personnel expense (which includes base salaries, cash
bonuses, deferred profit sharing, health care coverage, pension contribution
and all other benefits) as a percentage of average assets was 1.28% on
September 30, 1995, the latest date as of which comparison data is available.
According to a recent confidential peer group report compiled by the Federal
Reserve Board and covering 359 banks of a size similar to the Bank, the average
total personnel expense as a percentage of average assets for similar size
banks was 1.50% as of September 30, 1995, approximately 17% higher than for our
Bank. The Compensation Committee monitors the various elements of its
compensation program, and reserves the right to adjust these as it deems
appropriate to meet Company and shareholder objectives.
WALTER S. McLIN (Chairman)
W. THOMAS BROOKS
CLIFTON L. BRIDGES
THOMAS N. GRIZZARD
- 11 -
<PAGE> 14
The following table sets forth certain elements of compensation of the
named executive officers of Citi-Bancshares or the Bank for the periods
indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
ANNUAL COMPENSATION
-------------------------------------
(A) (B) (C) (D) (E) (I)
OTHER ANNUAL ALL OTHER
NAME AND SALARY BONUS COMPENSATION COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) (1) ($)
- ----------------------- ---- ------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Kenneth W. Mullis 1995 $155,800 $70,000 N/A $19,442(2)
President and Chief 1994 $147,700 $60,000 N/A $19,364
Executive Officer of
Citi-Bancshares and
the Bank 1993 $140,000 $50,000 N/A $13,665
Bobby A. Sullivan (3) 1995 $116,000 $30,000 N/A $15,957(2)
Senior Operations
Officer, 1994 $110,000 $30,000 N/A $15,299
Chief Financial
Officer and
Secretary of
Citi-Bancshares; 1993 $105,000 $25,000 N/A $10,506
Senior Vice
President and
Cashier of the Bank
</TABLE>
- ----------------------
(1) The Bank furnishes automobiles to and pays club membership dues for
certain of its officers. However, the aggregate amount of personal
benefits does not exceed the lesser of $50,000 or 10% of the total
compensation reported in columns (c) and (d) of the above table for any
one person.
(2) Includes contributions by the Company to the Profit Sharing Plan on
behalf of the named executive officers in the following amounts for 1995:
Mr. Mullis -- $18,382, and Mr. Sullivan -- $14,216. Also includes
insurance premiums paid by the Company on term life insurance covering the
named executive officers in the following amounts for 1995: Mr. Mullis --
$1,060, and Mr. Sullivan -- $1,741.
(3) On December 31, 1995, Mr. Sullivan retired from his position as Chief
Financial Officer, Chief Operations Officer and Secretary of the Company
and Senior Vice President and Cashier of the Bank.
- 12 -
<PAGE> 15
OPTION/SAR GRANTS IN 1995
The following table contains information about option awards made to the
named executive officers during the Company's fiscal year ended December 31,
1995.
<TABLE>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM
- ----------------------------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F) (G) (H)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/
UNDERLYING SARS
OPTIONS/ GRANTED TO EXERCISE OR BASE
SARS EMPLOYEES IN FISCAL PRICE EXPIRATION
NAME GRANTED (#)(1) YEAR ($/SHARE)(2) DATE 0% 5% ($) 10% ($)
- ---- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kenneth W. Mullis 3,000 27% $9.34 1/02/05 $19,980 $50,167 $96,480
Bobby A. Sullivan(3) 2,000 18% $9.34 12/31/96(3) $13,320 $16,600 $20,040
</TABLE>
(1) Under the Company's 1994 Plan, seven officers were granted the
opportunity to earn a total of 56,250 shares during a period from December
31, 1994 to April 25, 2006, subject to certain criteria regarding
profitability, asset quality and asset growth parameters that must be met
in order for the options to be granted each year. Once earned and
granted, a two year vesting period is required before the option can be
exercised. A copy of the stock option agreement under the 1994 Plan may
be obtained at no expense from the Company upon written request. The
options disclosed in this table were granted on January 2, 1995 for
performance during fiscal year 1994. It is the Company's policy to grant
options in January or February for performance during the preceding fiscal
year. Accordingly, the Company granted 3,000 and 2,000 options to Messrs.
Mullis and Sullivan, respectively, in February 1996 for performance during
fiscal year 1995.
(2) Book value on December 31, 1994.
(3) Bobby A. Sullivan has been granted a total of 4,000 shares under the 1994
Plan. Mr. Sullivan must exercise all of such 4,000 options within one
year of his retirement (i.e., December 31, 1996).
- 13 -
<PAGE> 16
AGGREGATED OPTION/SAR EXERCISES IN 1995
AND 1995 YEAR-END OPTION/SAR VALUES
None of the named executive officers exercised options or SARs during
1995. This table indicates the number of shares covered by both exercisable
and non-exercisable options as of December 31, 1995. Also reported are the
values for "in-the-money" options, which represent the positive spread between
the exercise price of any such existing options and the year-end price of the
Company's Common Stock on the Nasdaq National Market.
<TABLE>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-
UNDERLYING UNEXERCISED THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT FY-END (#) AT FY-END ($)
EXERCISABLE (E)/ EXERCISABLE (E)/
NAME UNEXERCISABLE(U) UNEXERCISABLE(U)
- ----------------- -------------------------- -----------------------
<S> <C> <C>
Kenneth W. Mullis Options: Options:
0(E) N/A(E)
11,025(U)(1) $145,861(U)
3,000(U)(2) $28,950(U)(2)
SARs: SARs:
0(E) N/A(E)
0(U) N/A(U)
Bobby A. Sullivan Options: Options:
0(E) N/A(E)
2,000(U)(2) $19,320(U)(2)
SARs: SARs:
0(E) N/A(E)
0(U) N/A(U)
</TABLE>
- -----------------
(1) In connection with his employment with the Company on July 9, 1990, Mr.
Mullis was granted a stock option (without tandem SARS) to purchase 10,000
shares of Common Stock of the Company. Adjustments to such option due to
stock dividends declared and paid since that time have increased the
option to cover 11,025 shares. Such option becomes exercisable upon the
earlier to occur of (i) July 9, 2000 if Mr. Mullis is then still employed
by the Company or the Bank, (ii) Mr. Mullis' death while he is still so
employed, or (iii) a sale, merger, stock exchange or similar disposition
of at least 51% of the outstanding stock of the Company during such time
as Mr. Mullis is employed by the Company or the Bank (a "Change in
Control"). The option expires upon the earlier to occur of (w) Mr.
Mullis' termination of employment prior to July 9, 2000 (other than by
reason of death or a Change in Control), (x) July 9, 2005, (y) 180 days
after Mr. Mullis' death, or (z) 90 days following notice to Mr. Mullis of
a Change in Control.
(2) These unexercised options were granted pursuant to the 1994 Plan as
described under "Compensation Committee Report."
- 14 -
<PAGE> 17
PENSION PLAN
The Bank maintains a noncontributory, tax-qualified defined benefit
pension plan (the "Pension Plan") for the benefit of eligible employees of the
Bank. The Pension Plan provides for the payment of fixed annual benefits upon
an employee's normal retirement at age 65. Benefits may also be paid upon
early retirement prior to the normal retirement age as further described below.
The following table sets forth, in straight life annuity amounts, the
estimated annual benefits payable upon retirement to persons in the specified
compensation and years-of-service classifications under the present provisions
of the Pension Plan. The Pension Plan amounts are not offset by Social
Security benefits.
<TABLE>
<CAPTION>
YEARS OF SERVICE (1)
COVERED COMPENSATION 15 20 25 30 35
- -------------------- ------ ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 25,000 $7,500 $10,000 $12,500 $15,000 $15,000
35,000 10,500 14,000 17,500 21,000 21,000
50,000 15,000 20,000 25,000 30,000 30,000
75,000 22,500 30,000 37,500 45,000 45,000
100,000 30,000 40,000 50,000 60,000 60,000
125,000 37,500 50,000 62,500 75,000 75,000
150,000 45,000 60,000 75,000 90,000 90,000
180,000 45,000 60,000 75,000 90,000 90,000
</TABLE>
- -----------------------
(1) Assumes retirement at age 65 in 1995 with the number of credited years of
service shown in the table. The maximum compensation recognizable in
accordance with Code Section 401(a)(17)(B) for plan years beginning January 1,
1995 is $150,000. In addition, the maximum annual benefit payable under the
Pension Plan pursuant to Code Section 415 is $120,000.
All employees become eligible to participate in the Pension Plan upon the
date of employment with the Bank. During 1995, annual benefits under the
Pension Plan were based upon the employee's years of service (up to a maximum
of 30 years) and final average compensation. "Final average compensation" for
this purpose means the average annual salary (excluding bonuses) for the five
consecutive years of the last 10 years of employment in which a participant had
the highest salary.
Under the Pension Plan's present provisions, the normal retirement benefit
at age 65 is equal to 2% of a participant's final average compensation times
years of service, up to a maximum of 30 years. The normal retirement benefit
is reduced by 1/15 for each of the first five years and 1/30th for each of the
next five years by which the date that the payments commence precedes the
participant's normal retirement date. Benefits are distributed at retirement,
death or termination of employment in the form of a joint and survivor annuity,
installment payments, lump sum payment, or alternate form of annuity as elected
by the participant (with the consent of the spouse). Benefits under the
Pension Plan become fully vested at the earlier of normal retirement age (age
65) or the completion of five years of service.
With reference to the above Summary Compensation Table, the 1995 covered
compensation of the named executive officers for purposes of the Pension Plan
included the cash amounts included in the 1995 Salary column of the Summary
Compensation Table. The 1995 covered compensation of each of the named
executive officers for purposes of the Pension Plan is as follows: Mr. Mullis
- -- $150,000, and Mr. Sullivan $116,000. The estimated credited years of
service of each of the named executive officers as of December 31, 1995 is as
follows: Mr. Mullis -- 6 years, and Mr. Sullivan -- 30 years.
- 15 -
<PAGE> 18
PERFORMANCE GRAPH
As required by the Securities and Exchange Commission, the following
line-graph presentation compares the Company's cumulative, five-year
shareholder returns on an indexed basis with an overall stock market index and
a published industry index. The graph compares the Company's shareholder
returns with the Nasdaq Composite Index and the Southeastern Independent Bank
Index, published by The Carson Medlin Company. The Southeastern Independent
Bank Index is the compilation of the total return to shareholders over the last
five years of a group of 21 independent community banks located in the States
of Florida, Georgia, North Carolina, South Carolina, Tennessee and Virginia,
where the individual bank results are weighted by the market capitalization of
each bank relative to the entire peer group.
(GRAPH)
CITI-BANCSHARES, INC.
FIVE YEAR PERFORMANCE INDEX
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Citi-Bancshares, Inc. 100 100 149 204 286 337
Independent Bank Index-Weighted 100 111 152 188 225 299
Nasdaq Composite Index 100 161 187 215 210 296
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Walter S. McLin, Frank S. Bouis, W. Thomas Brooks, Thomas N. Grizzard and
Clifton L. Bridges were the members of the Compensation Committee during 1995.
See "PROPOSAL ONE-ELECTION OF DIRECTORS".
- 16 -
<PAGE> 19
Walter S. McLin, a director of Citi-Bancshares and the Bank and Chairman
of the Compensation Committee and of the Executive Committee, is the President
and a principal shareholder of McLin, Bumsed, Morrison, Johnson & Robuck, P.A.
("McLin, Bumsed"), a law firm located in Leesburg, Florida. McLin, Bumsed, as
general counsel to Citi-Bancshares, performed various legal services for
Citi-Bancshares and the Bank during the fiscal year ended December 31, 1995, and
received approximately $113,239 for such services. This excludes fees paid by
Bank customers in transactions in which McLin, Bumsed represented the Bank.
Douglas W. Braun, a director of Citi-Bancshares and the Bank, is the
President of Besco Electric Supply Co., an electrical wholesale business
located in Leesburg, Florida. The Bank purchased from Besco Electric Supply
Co. various supplies totaling $2,351 during the fiscal year ending December 31,
1995.
Wendell F. Husebo, a director of Citi-Bancshares and the Bank and Chairman
of the Bank's Trust Committee, is the Chairman and a principal shareholder of
Husebo Advertising/Public Relations, Inc. ("Husebo Advertising"), an
advertising firm located in Leesburg, Florida. Husebo Advertising performed
various advertising services for the Company and the Bank during the fiscal
year ended December 31, 1995, and received approximately $335,028 for such
services, which included costs of advertising and other services purchased by
Husebo Advertising on behalf of the Company.
CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS
Several of Citi-Bancshares' directors, officers and their affiliates,
including corporations and firms of which they are officers or in which they
and/or their families have an ownership interest, are customers of
Citi-Bancshares and the Bank. These persons, corporations, and firms have had
transactions in the ordinary course of business with the Company and the Bank,
including borrowings of material amounts, all of which, in the opinion of
management, were on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unaffiliated persons and did not involve more than the normal risk of
collectibility or present other unfavorable features. Citi-Bancshares and the
Bank expect to have such transactions on similar terms with its directors,
officers, and their affiliates in the future. The aggregate amount of loans
outstanding by the Bank to directors, executive officers, and related parties
of Citi-Bancshares or the Bank as of December 31, 1995 was approximately
$3,714,000, which represented approximately 8.00% of the consolidated
shareholders' equity on that date. For additional information concerning
specific transactions and business relationships between Citi-Bancshares or the
Bank and certain of its directors or executive officers, see "Compensation
Committee Interlocks and Insider Participation."
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company's Board of Directors, upon the recommendation of its
Examination Committee, has appointed Purvis Gray & Company, independent
certified public accountants, as independent auditors for Citi-Bancshares for
the current fiscal year ending December 31, 1996, subject to ratification by
the shareholders. Purvis Gray & Company has served as independent auditors for
Citi-Bancshares since November, 1990. Purvis Gray & Company has advised
Citi-Bancshares that neither the firm nor any of its partners has any direct or
material interest in Citi-Bancshares and its subsidiary except as auditors and
independent certified public accountants of Citi-Bancshares and its subsidiary.
A representative of Purvis Gray & Company will be present at the Meeting
and will be given the opportunity to make a statement on behalf of the firm if
he so desires, and will be available appropriate questions from shareholders.
- 17 -
<PAGE> 20
REQUIRED SHAREHOLDER VOTE
The appointment of Purvis, Gray & Company will be ratified by the
shareholders if the votes cast by the holders of the shares of Common Stock
represented at the Meeting and entitled to vote on the matter favoring the
action exceed the votes cast in opposition to thereto.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF PURVIS GRAY & COMPANY AS INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 1996, AND THE ENCLOSED PROXY, IF PROPERLY COMPLETED
AND RETURNED, WILL BE SO VOTED UNLESS A SHAREHOLDER EXECUTING THE PROXY
SPECIFICALLY VOTES AGAINST THIS PROPOSAL OR ABSTAINS FROM VOTING BY MARKING THE
APPROPRIATELY DESIGNATED BLOCK ON THE PROXY.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The Record Date for determining the Citi-Bancshares shareholders entitled
to notice of and to vote at the Meeting was March 19, 1996 On that date, there
were 4,047,643 shares of Common Stock issued and outstanding and held by
approximately 1,132 shareholders of record. Citi-Bancshares is not aware of
any shareholder who is the beneficial owner, as defined by Securities and
Exchange Commission rules, of more than 5% of the outstanding shares of Common
Stock as of December 31, 1995. Information regarding the beneficial ownership
of Common Stock by 1996 director nominees and executive officers is included
above under "Information about Nominees for Director."
SECTION 16(A) REPORTING
Each director and executive officer of the Company is required to file
with the Securities and Exchange Commission certain reports relating to his or
her ownership and changes in ownership of the Company's securities. The
Company undertakes to assist such persons to meet these filing requirements.
Based on material provided to the Company, the Company believes that all such
filing requirements with respect to the Company's fiscal year ended December
31, 1995, were complied with except that, due to clerical errors, Mr. Bryson,
who retired as Chairman of the Board on March 28, 1995, had one late report
with respect to a sale of 14 shares occurring several months after his
retirement; Mr. Brooks had one late report with respect to two purchases made
on November 22, 1995, and there was a late Form 3 report regarding the
assumption by Mr. Killingsworth of the duties of principal financial and
accounting officer as of January 1, 1996.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
In accordance with the provisions of Rule 14a-8(a)(3)(1) of the Securities
and Exchange- Commission, proposals of shareholders intended to be presented at
the Company's 1997 Annual Meeting must be received by the Company by November
28, 1996, in order to be eligible for inclusion in the Company's proxy
statement and form of proxy for that meeting.
OTHER MATTERS
The management of Citi-Bancshares knows of no matters other than those
stated above that are to be brought before the Meeting. However, if any other
matter should properly come before the Meeting, the persons designated as
Proxies will vote on such matters in their best judgment.
- 18 -
<PAGE> 21
OTHER INFORMATION
PROXY SOLICITATION COSTS
The cost of soliciting Proxies for the Meeting will be paid by
Citi-Bancshares. In addition to the solicitation of shareholders of record by
mail, telephone, facsimile or personal contact, Citi-Bancshares will be
contacting brokers, dealers, banks, or voting trustees or their nominees who
can be identified as record holders of Common Stock; such holders, after
inquiry by Citi-Bancshares, will provide information concerning quantities of
proxy materials and 1995 Annual Reports needed to supply such information to
beneficial owners, and Citi-Bancshares will reimburse them for the reasonable
expense of mailing proxy materials and 1995 Annual Reports to such persons.
ANNUAL REPORT ON FORM 10-K
Upon the written request of any person whose Proxy is solicited by this
Proxy Statement, Citi-Bancshares will furnish to such person without charge
(other than for exhibits) a copy of Citi-Bancshares' Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, including financial statements and
schedules thereto, as filed with the SEC. Requests may be made to
Citi-Bancshares, Inc., P.O. Box 490047, Leesburg, Florida 34749-0047,
Attention: T. Michael Killingsworth, Secretary.
By Order of the Board of Directors,
/s/ T. MICHAEL KILLINGSWORTH
T. MICHAEL KILLINGSWORTH
Secretary
March 26, 1996
- 19 -
<PAGE> 22
APPENDIX A
CITI-BANCSHARES, INC. PROXY
1211 North Boulevard West, Leesburg, Florida 34748
The undersigned shareholder of Citi-Bancshares, Inc. (the "Company"),
Leesburg, Florida, hereby constitutes and appoints Jack S. Drawdy, Keith R.
Padgett And Ted C. Prosser, Jr., or any of them, each with full power of
substitution, as Proxy or Proxies of the undersigned, to vote the number of
shares of Company Common Stock which the undersigned would be entitled to vote
if personally present at the Annual Meeting of Shareholders to be held in the
main office of Citizens National Bank of Leesburg located at 1211 North
Boulevard West, Leesburg, Florida on Tuesday, April 23, 1996, or at any
adjournments or postponements thereof (the "Meeting").
1. To reelect Douglas W. Braun, Clifton L. Bridges, W. Thomas Brooks, Thomas
N. Grizzard, William F. Herlong, Jr., Wendell F. Husebo, Walter S. McLin,
Kenneth W. Mullis, Linda S. Spradlin, Bobby A. Sullivan and Ferrell D.
Young as directors to each serve for a one-year term and until their
successors are elected and qualified.
/ / For / / Against
To Withhold Authority for any Nominee(s) for Director, write his (their)
name(s) in the space provided below.
------------------------------------------------------------
2. To ratify the appointment of Purvis Gray & Company as independent
auditors for the Company for the fiscal year ending December 31, 1996.
/ / For / / Against / / Abstain
3. In their sole discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournment
thereof.
/ / Authorized / / Withhold Authority
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 AND WITH DISCRETIONARY AUTHORITY ON ALL OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
Please print and sign your name exactly as it appears on your stock
certificate, and return this Proxy in the enclosed postage-paid envelope.
Where shares are held jointly, each shareholder should sign. When signing 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 an
authorized person. In addition, please date this Proxy.
--------------------------------
Signature of Shareholder
--------------------------------
Signature of other Shareholder
(if held jointly)
Dated:
--------------------------
THIS PROXY IS SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS
AND MAY BE REVOKED BY THE SHAREHOLDER PRIOR TO ITS EXERCISE.
- 1 -
