THIS DOCUMENT IS A COPY OF THE PROXY STATEMENT FILED ON MARCH 16, 1995
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
NOTICE OF ANNUAL MEETING
OF THE SHAREHOLDERS OF
LAKELAND FINANCIAL CORPORATION
The annual meeting of the shareholders of Lakeland Financial
Corporation will be held on Tuesday, April 11, 1995, at 12:00 Noon (EST) at
the Shrine Building located on the Kosciusko County Fairgrounds in Warsaw,
Indiana. The purpose of the meeting will be: (1) to elect four (4)
members of the Board of Directors; and (2) to transact such other business
as may properly be brought before the meeting.
Only shareholders of record on the Corporation's books at the close of
business on February 21, 1995, will be entitled to vote at the annual
meeting.
A Proxy Statement accompanies and forms a part of this Notice. Your
copy of the 1994 Annual Report is also enclosed.
R. Douglas Grant
_____________________________
(R. Douglas Grant) President
Lakeland Financial Corporation
P.O. Box 1387
Warsaw, IN 46581-1387
(219) 267-6144
IMPORTANT - PLEASE SIGN, DATE AND MAIL YOUR PROXY PROMPTLY.
In order to have adequate representation to assure a voting quorum at
the meeting, you are urged to return your signed proxy in the enclosed
envelope, which requires no postage. If you are able to attend the annual
meeting, you may revoke your proxy prior to commencement of the meeting and
vote in person.
<PAGE>
LAKELAND FINANCIAL CORPORATION
202 East Center Street
Post Office Box 1387
Warsaw, Indiana 46581-1387
(219) 267-6144
PROXY STATEMENT
PERSONS MAKING THE SOLICITATION
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Lakeland Financial Corporation (the
"Corporation") of proxies for use at the annual meeting of shareholders of
the Corporation to be held on April 11, 1995.
Lakeland Financial Corporation owns all of the outstanding shares of
Lake City Bank, Warsaw, Indiana (the "Bank"). The total expense of this
solicitation will be paid by Lakeland Financial Corporation. In addition
to use of the mails, proxies may be solicited personally or by telephone or
telegraph by officers, directors and certain employees of the Corporation
and the Bank, who will not be specially compensated for such soliciting.
The approximate date on which this statement and accompanying form of
proxy are first mailed to shareholders is March 13, 1995.
REVOCABILITY OF PROXY
Any shareholder giving a proxy has the right to revoke it at any time
before it is exercised. Therefore, execution of the proxy will not in any
way affect the shareholder's right to vote in person if he or she attends
the meeting. Revocation may be made prior to the meeting by written notice
sent to the President of the Corporation at the offices of the Corporation
at 202 East Center Street, P.O. Box 1387, Warsaw, Indiana, 46581-1387; or
it may be done personally upon oral or written request at the annual
meeting. The shares represented by proxies will be voted as instructed by
the shareholders giving the proxies. In the absence of specific
instructions to the contrary, proxies will be voted "FOR" the election of
the nominees for directors listed.
VOTING OF SECURITIES
Only shareholders of record as of February 21, 1995, will be entitled
to vote. The Corporation has issued and outstanding, as its only class of
voting securities, 1,438,496 shares of common stock. Each share entitles
the holder thereof to one vote upon each matter to be voted upon at the
annual meeting. The affirmative vote of a majority of the shares present
at the annual meeting will be sufficient to elect nominees.
SECURITY OWNERSHIP
As of February 1, 1995, the following persons or groups, as best known
to the Corporation, were beneficial owners of more than 5 percent of the
Corporation's voting securities. The sole class of voting securities is
common stock.
Name and Address Amount and Nature Percent of
of Owners of Beneficial Class
Ownership
---------------- ----------------- ----------
Helen Koch 78,605 Shares (1) 5.46%
1511 Locust - Apt. 201
Elkhart, IN 46514
Lakeland Financial 136,613 Shares (2) 9.50%
Corporation 401(k)
Plan
Post Office Box 1387
Warsaw, Indiana 46581-1387
(1) This includes 78,526 shares held in the Ola Sloan Testamentary Trust
for Helen Koch. This information has been supplied by the trust for which
the Bank serves as trustee. Helen Koch, the beneficiary of this trust,
exercises voting power but not investment power over the shares held in the
trust.
(2) This information has been supplied by the Bank which serves as trustee
of the Trust. Participant employees of the Corporation and the Bank
exercise voting and investment power over the shares. The Bank exercises
investment power over those shares not allocated to any participant
account.
As of February 1, 1995, the following table shows the number of equity
shares beneficially owned by all directors and nominees naming them, and of
all directors and officers as a group, not naming them. The sole class of
equity securities is common stock.
Name of Individual or Amount and Nature
Number of Persons of Beneficial Percent of
In Group Ownership (1) Class
--------------------- ------------------ ----------
W. E. Creighton 35,040 (2) 2.44%
Anna K. Duffin 500 (3) (13)
L. Craig Fulmer 200 (13)
R. Douglas Grant 22,476 (4) 1.56%
Jerry L. Helvey 16,212 (5) 1.13%
Homer A. Kent 660 (6) (13)
J. Alan Morgan 1,069 (7) (13)
Richard L. Pletcher 310 (8) (13)
Joseph P. Prout 3,970 (9) (13)
Philip G. Spear 5,940 (10) (13)
Terry L. Tucker 1,320 (13)
George L. White 660 (11) (13)
Officers and Directors 98,301 (12) 6.83%
as a Group
(15) individuals
including those
named above)
(1) The information contained in this column is based upon
information furnished to the Corporation by the persons named
above and as shown on the transfer records of the Corporation.
The nature of beneficial ownership for shares shown in this
column, unless otherwise noted, represents sole voting and
investment power.
(2) Includes 28,043 shares held by Creighton Brothers L.P., as to
which Mr. Creighton shares voting and investment powers; 2,047
shares held by Mr. Creighton's Individual Retirement Account; and
990 shares held by Mr. Creighton's wife.
(3) All of which shares are owned jointly with her husband, with whom she
shares voting and investment power.
(4) This includes all shares which have been allocated to Mr. Grant
under the 401(k) Plan during 1994 and all prior years.
(5) Includes 12,655 shares held individually by Mr. Helvey's wife, as
to which shares he disclaims any beneficial interest.
(6) Includes 440 shares held jointly with Dr. Kent's wife, with whom
he shares voting and investment power.
(7) Includes 79 shares held individually by Mr. Morgan's wife, with
respect to which shares Mr. Morgan disclaims any beneficial
interest.
(8) Includes 100 shares held by Mr. Pletcher's Individual Retirement
Account. Also included are 100 shares held by Mr. Pletcher's
wife's Individual Retirement Account, with respect to which
shares Mr. Pletcher disclaims any beneficial interest.
(9) Includes 1,000 shares held individually by Mr. Prout's wife, with
respect to which shares Mr. Prout disclaims any beneficial interest.
(10) Includes 4,730 shares held in the Philip G. Spear Trust. Mr.
Spear exercises all voting and investment power over the shares
held in trust. Also included are 270 shares held by the Donna L.
Spear Trust as to which he disclaims any beneficial interest.
Also included are 990 shares held by Mr. Spear's Individual
Retirement Account, over which he exercises voting and investment
power.
(11) Includes 605 shares held jointly with Mr. White's wife, with whom
he shares voting and investment power.
(12) This includes shares which have been allocated to Executive
Officers under the 401(k) Plan during 1994 and all prior years.
(13) The named director's percentage ownership of the Corporation's
equity securities is less than one percent (1%).
ELECTION OF DIRECTORS
It is intended that all shares represented by proxy will be voted
"FOR" the re-election of the incumbent directors listed below, unless
otherwise instructed.
The following table contains information with respect to nominees,
whose terms as incumbent directors expire on April 11, 1995. The
information includes service to Lake City Bank prior to the formation of
Lakeland Financial Corporation.
Term
Name Age Date Expires
--------------- --- ------------------- -------
Anna K. Duffin 61 Director since 1994 4/95
Mrs. Duffin is active in civic affairs in the Goshen area.
L. Craig Fulmer 52 Director since 1993 4/95
Mr. Fulmer is Chairman of Heritage Financial Group, Inc., a real
estate investment and management company based in Elkhart, Indiana.
Joseph P. Prout 66 Director since 1971 4/95
Mr. Prout is President of Owens Supermarkets, Inc., a food
supermarket chain.
Terry L. Tucker 54 Director since 1988 4/95
Mr. Tucker is President of Maple Leaf Farms, Inc., which is primarily
engaged in duck production, processing and sales, although it also
processes and sells other food products.
INCUMBENT DIRECTORS
In addition to the foregoing incumbent directors who shall stand for
election at the annual meeting April 11, 1995, the following named
individuals serve on the Board of Directors.
Term
Name Age Date Expires
---------------- --- ------------------- -------
W. E. Creighton 62 Director since 1970 4/96
Mr. Creighton is President of Creighton Brothers, the general partner
of Creighton Brothers L.P. and Crystal Lake L.P., both of which are
involved in poultry and egg production and sales, although they also
produce and sell other agricultural and food products.
R. Douglas Grant 61 Director since 1980 4/97
Mr. Grant has served as President of the Bank since October, 1980 and
as President of the Corporation since its formation. In January, 1993,
Mr. Grant was elected as Chairman of both the Corporation and the Bank.
Jerry L. Helvey 61 Director since 1974 4/97
Mr. Helvey is President of Helvey & Associates, Inc., a group of
collection agencies.
Homer A. Kent 68 Director since 1983 4/97
Dr. Kent has retired as President of Grace College and Grace
Theological Seminary, where he continues to serve as a member of the
faculty.
J. Alan Morgan 58 Director since 1974 4/96
Mr. Morgan is retired.
Richard L. Pletcher 53 Director since 1992 4/97
Mr. Pletcher is President of Pletcher Enterprises, Inc., a holding
company, and its principal subsidiary corporations, Amish Acres, Inc. (a
heritage resort), Pletcher Furniture Inc. (retail furniture sales) and
Pletcher Apparel, Inc. (retail women's wear).
Philip G. Spear 66 Director since 1967 4/96
Mr. Spear retired as President of W.R. Thomas Stores, Inc., during 1994.
George L. White 61 Director since 1984 4/96
Mr. White retired as President of United Telephone Company of Indiana,
Inc on December 31, 1991.
No Director is a director of another "public corporation" (i.e.
subject to the reporting requirements of the Securities Exchange Act of
1934) or of any investment company except Mr. White who is a Director of
United Telephone Company of Indiana, Inc.
EXECUTIVE OFFICERS
The following named individuals in addition to Mr. Grant serve as
executive officers of the Corporation.
Name Age Date
------------------- --- ----------------------
William A. Henthorn 40 Officer since 1978
Mr. Henthorn presently serves as an Executive Vice President of both
the Corporation and the Bank and has served as Senior Vice President,
Vice President, Assistant Vice President and Loan Officer of the Bank
at various times since 1978.
Paul S. Siebenmorgen 45 Officer since 1980
Mr. Siebenmorgen presently serves as an Executive Vice President of
both the Corporation and the Bank and has served as Senior Vice President,
Vice President, Assistant Vice President, Branch Manager, Loan Officer
and Assistant Cashier of the Bank at various times since 1980.
Terry M. White 37 Officer since 1993
Mr. White presently serves as Secretary and Treasurer of the Corporation
and as Senior Vice President, Controller and Cashier of the Bank, all of
which positions he assumed effective January 1, 1994. He first joined Lake
City Bank as a Senior Vice President in April, 1993. Prior to joining
Lake City Bank, Mr. White served as First Vice President-Chief Planning
and Investment Officer of Norwest, Indiana, Fort Wayne and its predecessor
Lincoln Financial Corp. from December, 1985 to March, 1993.
There are no arrangements or understandings between any of the directors,
executive officers, or any other persons pursuant to which any of the
Corporation's directors or executive officers have been selected for their
respective positions.
COMPLIANCE WITH SECTION 16(a)
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Corporation pursuant to Securities and Exchange Act Rule
16a-3(e) during its most recent fiscal year and Form 5 and amendments
thereto furnished to the Corporation with respect to its most recent fiscal
year, no director or executive officer failed to file on a timely basis, as
disclosed in the above forms, reports required by Section 16(a) of the
Securities Exchange Act of 1934.
DIRECTORS COMMITTEES
The standing committees of the Board of Directors are the Audit
Committee, the Loan and Investment Committee and the Trust Committee.
There is no standing Nominating Committee nor Compensation Committee.
The Audit Committee was first established during 1985. Currently,
Mrs. Duffin, Mr. Pletcher, Mr. Spear, Mr. Tucker and Mr. White serve on the
Audit Committee. Its duties as established by the Board of Directors are:
1. Provide an open avenue of communications between management, the
independent and internal auditors and the Board of Directors.
2. Review annually the engagement of the independent auditors,
including the scope and general extent of their review, the audit
procedures to be utilized and the basis for compensation.
Recommend for consideration the independent auditors to be
appointed by the Board of Directors.
3. Review at least annually the programs and functions of the
internal auditors.
4. Review and participate in the establishment of the broad scope of
the joint independent internal audit program with both
independent and internal auditors at least once each year and
review the implementation thereof during the year.
DIRECTORS ATTENDANCE
During 1994, the full Board of Directors held 12 meetings; the Audit
Committee held 12 meetings; the Loan and Investment Committee held 12
meetings; and the Trust Committee held 12 meetings. No director attended
less than 75% of the total number of meetings they were eligible to attend.
EXECUTIVE COMPENSATION
Shown below is the compensation paid by the Corporation, and its
subsidiary, for the years 1994, 1993 and 1992 to each of its executive
officers in an amount exceeding $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE (1)
Annual Compensation
(a) (b) (c) (d) (i)
Name and All other
Principal Position Year Salary($) Bonus($) Compensation($)(2)
------------------ ---- --------- -------- ------------------
<S> <C> <C> <C> <C>
R. Douglas Grant 1994 165,000 66,000 24,012
Chairman, President 1993 150,000 52,500 22,200
and Chief Executive 1992 136,000 34,000 16,636
Officer
<FN>
(1) The Corporation does not maintain any Long Term Compensation Plans or
programs for its executive officers.
(2) The amounts set forth in column (i) for Mr. Grant include the
following:
(a) Group Term Life Insurance Premiums Paid by the Corporation($)
1994 - 4,212
1993 - 4,212
1992 - 2,356
(b) 401(k) Plan Corporation Contributions Paid by the Corporation($)
1994 - 19,800
1993 - 17,988
1992 - 14,280
</TABLE>
PENSION PLAN TABLE
The Corporation's defined benefit retirement plan covers all employees
over 21 years of age with more than one year of service. The benefit is
computed on the basis of average salary or wages for the five (5) years
preceding retirement which produces the highest benefit. Normal retirement
age is 65. Participants receive credit for 2-1/2% of their average salary
for each year up to 20 years service. The principal benefit under the plan
is a lifetime annuity for the joint lives of participants and their
spouses. This amount is offset by social security benefits. On December
31, 1985, the then existing plan was terminated and the current plan was
adopted effective January 1, 1986. Participants in the terminated plan
were paid cash or received annuities for their earned benefits as of
December 31, 1985. The amounts paid for annuities purchased as a part of
the plan termination will reduce the benefits to be paid out of the new
plan. Mr. Grant received annuities costing $33,286.00 as a part of the
plan termination.
<TABLE>
<CAPTION>
Remuneration Years of Credited Service
------------ -------------------------
15 20 25 30 35
-----------------------------------------------
<C> <C> <C> <C> <C> <C>
100,000 37,500 50,000 50,000 50,000 50,000
125,000 46,875 62,500 62,500 62,500 62,500
150,000 56,250 75,000 75,000 75,000 75,000
175,000 65,625 87,500 87,500 87,500 87,500
200,000 75,000 100,000 100,000 100,000 100,000
225,000 84,375 112,500 112,500 112,500 112,500
250,000 93,750 125,000 125,000 125,000 125,000
275,000 103,125 137,500 137,500 137,500 137,500
</TABLE>
The amounts shown above include amounts payable under a Supplemental
Employees Retirement Plan which is a non-qualified plan payable as a
general creditor of the Corporation. In 1989, the Corporation amended its
defined benefit plan and the amendments could result in highly compensated
employees receiving a reduced pension benefit. The Supplemental Employee
Retirement Plan did not create any new benefits, but was adopted to offset
any such reduction in pension benefits.
The salary and bonus shown in the Summary Compensation Table for Mr.
Grant approximates covered compensation under the plan. Mr. Grant had 16
years of credited service at December 31, 1994.
COMPENSATION COMMITTEE INTERLOCKS
and
INSIDER PARTICIPATION
The Corporation does not have a Compensation Committee, but executive
compensation is determined by the Board of Directors sitting as a Committee
of the Whole. During 1994, this consisted of Messrs. Creighton, Fulmer,
Grant, Helvey, Kent, Morgan, Pletcher, Prout, Spear, Tucker, White and Mrs.
Duffin. Inside directors (full-time employees of the Corporation) are
asked to leave the meeting during the time the Board is deliberating their
compensation or that of their superiors, but inside directors do
participate in evaluating and establishing the salaries of other executive
officers. Mr. Grant, the President and Chief Executive Officer of the
Corporation, participated during 1994 in establishing the salaries of all
executive officers except his own.
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Board of Directors sitting as a Committee of the Whole has
furnished the following report on Executive Compensation.
General
The Corporation annually reviews executive officer compensation in
December with the new compensation to become effective on the following
January 1. In establishing executive compensation the Board has
historically divided compensation into three (3) separate components:
salary, bonus and stock ownership. When fixing an individual executive
officer's compensation these three (3) components are intended to work
together to compensate the executive officer fairly for his services,
reward the executive officer based upon the Corporation's performance
during the year, and encourage the executive officer to have a personal
stake in the long term success of the Corporation through stock ownership
under the Corporation's 401(k) Plan.
Salary
Executive officer salaries are established by the Board based upon a
wide variety of factors, including prior years salary, duties and
responsibilities, evaluations by supervisors, and salaries for comparable
positions paid by similarly situated financial institutions in Indiana.
When establishing the salary of executive officers other than Mr. Grant,
Mr. Grant participates and makes recommendations to the Board.
Furthermore, the Board has available copies of an annual survey of
financial institution salaries paid by Indiana banks published by the
Indiana Banker's Association and also a salary survey prepared by Crowe,
Chizek and Company. Using this information the Board establishes salaries
using an informal and subjective analysis, primarily focused upon paying
competitive salaries sufficient to retain the services of its executive
officers without paying salaries which are significantly greater than those
paid by similarly situated financial institutions. Although overall
profitability of the Corporation is a factor in establishing executive
officer salaries, no specific weight is given to financial performance.
Likewise, consideration is given to the performance of the Corporation's
stock during the past several years, but no specific weight is given to
this factor. The salary paid to Mr. Grant, as President and Chief
Executive Officer, during 1994 as shown in the Summary Compensation Table
of the Proxy Statement was based upon the Board's satisfaction with the
overall profitability of the Corporation and performance of the
Corporation's stock and retaining his services for future years, without
any specific reference being made to qualitative or quantitative
performance factors. Similar considerations were used in establishing Mr.
Grant's 1995 salary.
Bonus
Executive officer bonuses, including Mr. Grant's, are determined by an
established Executive Incentive Compensation Program which is periodically
reviewed by the Board. The Bonus Program applies to all executive officers
of the Corporation, as well as designated officers of the Bank. As
established, the Board retains the right to modify the Program and/or
withhold payment at any time. Historically, payments have not been
withheld since its adoption. The Bonus Program is designed to encourage
the Executive Officers to maximize the annual profits of Lake City Bank
with an incentive to conserve capital. During its December 1994 review,
the Board chose not to modify the Bonus Program or withhold payment for the
fiscal year 1994. On December 31, 1993, the Corporation and Bank adopted
provisions of Statement of Financial Accounting Standard ("SFAS") 115 which
requires recognition of gain or loss on certain securities and investments
held in the Bank's securities and investment portfolio at year end. For
purposes of the Bonus Program, unrealized gains and losses in the
securities and investment portfolio of the Bank are excluded from equity
capital.
Bonuses are computed on the Return on Investment (Shareholder's
Equity). It is based upon net profit (after taxes) and includes all
realized securities gains and losses (including tax effect), before payment
of bonuses and contributions to the 401(k) Plan. Unless the year end
Return on Investment computed on the January 1 shareholder's equity equals
or exceeds 12%, no bonus is paid. Thereafter, based upon an established
schedule, a percentage of each eligible officer's salary is paid as a
bonus.
As established, the Bonus Program provides that the President and
Chief Executive Officer of the Corporation receives two (2) times the
established percentage for his bonus and the Executive Vice Presidents
receive one and one half (1 1/2) times the established percentage for their
bonuses. During 1994 the Return on Investment established a 20% bonus.
Since Mr. Grant's percentage is multiplied by two (2) he received a bonus
equal to 40% of his base salary or $66,000.00 for 1994.
Stock Ownership
The Corporation encourages all employees, including executive
officers, to acquire its stock and participate in its long term growth. To
facilitate this, the Corporation has adopted the Lakeland Financial
Corporation 401(k) Plan (the "Plan") effective January 1, 1984. Under the
Plan employees are eligible to redirect up to 9% of their regular basic
compensation into a tax deferred Trust. All employees 21 years of age and
older having more than 1 year service with the Bank or the Corporation are
eligible to participate in the Plan; however, participation is voluntary.
The Plan requires that the Corporation make matching contributions for
participants under certain conditions described below. Corporation
matching contributions are made on up to 6% of each participant's regular
basic compensation. Furthermore, in those years in which the Corporation
has paid a dividend to its shareholders, the Corporation will make a
contribution to the Plan equal to 25% of the participant's contributions,
which is allocated to participant's accounts based upon their individual
contributions. All participant contributions and matching contributions
are invested in Corporation stock. Additionally, the Corporation will make
an extra matching contribution for those years in which the net earnings of
the Corporation, before making any deductions for employee incentive plans,
expressed as a percentage of the January 1 equity capital of the
Corporation equal or exceed 12%, which contribution will be made according
to the following schedule:
Percentage of Percentage Match of
Equity Capital Participant Contributions
-------------- -------------------------
12.00% to 12.99% 25%
13.00% to 13.99% 50%
14.00% to 14.99% 75%
15.00% to 15.99% 100%
16.00% to 16.99% 125%
17.00% to 17.99% 150%
Over 18% 175%
Due to the adoption of SFAS 115 requiring the recognition of unrealized
gains and losses in certain of the securities and investment portfolios,
commencing in 1993, equity capital is defined as the total of the capital
stock, surplus and retained earnings accounts, excluding the equity
accounts relating to market valuation adjustments as defined in SFAS 115.
The extra matching contributions may, at the election of each participant,
be invested in any one or more of four equity and income accounts, one of
which holds stock of the Corporation exclusively. All Corporation stock
held by the Trust is purchased by independent agents in open market
transactions and voting power is exercised by the individual participants.
Participant accounts are distributed to the individual participants upon
retirement and may include Corporation stock. All participants are always
100% vested in their salary redirections and become 100% vested in
Corporation contributions upon retirement, disability or in accordance with
the schedule shown below.
Years of Service 401(k) Percentage Vested
---------------- ------------------------
Less than 3 years 0%
3 years 20%
4 years 40%
5 years 60%
6 years 80%
7 years or more 100%
The contributions made to the Plan for 1994, 1993 and 1992 on behalf of Mr.
Grant are shown in footnote 2 to the Summary Compensation Table of the
Proxy Statement. During 1994, a Supplemental 401(k) Plan was adopted to
offset benefit reductions for highly compensated officers. This new plan
did not create any new benefits and is used solely to offset required
reductions in the 401(k) Plan. Contributions to the Supplemental 401(k)
Plan may not be invested in Corporation stock. The highly compensated
officers who participate in this Supplemental 401(k) Plan have no interest
in the trust established under the plan, but are general creditors.
Approved by the Lakeland Financial Corporation Board of Directors as
of December 31, 1994.
W.E. Creighton Jerry L. Helvey Joseph P. Prout
Anna Duffin Homer A. Kent Philip J. Spear
L. Craig Fulmer J. Alan Morgan Terry L. Tucker
R. Douglas Grant Richard L. Pletcher George L. White
STOCK PRICE PERFORMANCE
The Stock Price Performance Graph below shall not be deemed
incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934, except to the extent
Lakeland Financial Corporation specifically incorporates this information
by reference, and shall not otherwise be deemed filed under such Acts.
The graph below compares cumulative total return* of Lakeland
Financial Corporation, the NASDAQ Market Index and a Peer Group Index.
THE FOLLOWING TABLE WAS PRESENTED IN GRAPH FORM IN THE PROXY MAILED TO
SHAREHOLDERS.
<TABLE>
<CAPTION>
Lake
City Peer
DATE Bank Group NASDAQ
-------- ------ ------ ------
<C> <C> <C> <C>
01/01/90 100.00 100.00 100.00
12/31/90 98.09 66.83 81.12
12/31/91 103.22 75.96 104.14
12/31/92 141.56 110.17 105.16
12/31/93 188.16 139.81 126.14
12/31/94 254.31 147.34 132.44
<FN>
* Assumes $100 invested on January 1, 1990 and that all dividends were
reinvested.
</TABLE>
The Peer Group selected for display in the above graph is all banks in
the United States with total assets of less than one billion dollars whose
equity securities were traded on an organized exchange for the last five
(5) consecutive years.
DIRECTORS' COMPENSATION
During 1994 directors who were not full time employees of the
Corporation, or its subsidiaries, were paid an annual fee of $4,000.00 and
an additional $250.00 for each meeting of the board attended and $250.00
for each committee meeting attended. They are not eligible to participate
in the 401(k) Plan or the Defined Benefit Plan. Inside directors (those
who are full time employees of the Corporation or its subsidiaries) are not
paid a director's fee. For 1995 the annual fee has been increased to
$5,000.00.
INDEBTEDNESS OF MANAGEMENT
During 1994 the Bank had extended, and expects to continue to extend,
loans to its directors and officers and to their related interests. Such
loans were, and will continue to be, made only upon the same terms,
conditions, interest rates, and collateral requirements as those prevailing
at the same time for comparable loans extended from time to time to other,
unrelated borrowers. Loans to directors and officers do not and will not
involve greater risks of collectability, or present other unfavorable
features, than loans to other borrowers.
INDEPENDENT PUBLIC ACCOUNTANTS
During 1994, Crowe, Chizek and Company again served as the
Corporation's Independent Public Accountants. As of this date no
determination has been made as to selection of Independent Public
Accountants for 1995. As a matter of practice for the past several years,
the Directors have not made a final decision on selection of Independent
Public Accountants until after the completion of all audit services for the
prior year. This includes portions of the Corporation's 10-K which is not
completed as of the date of this proxy statement. A representative of
Crowe, Chizek and Company is not expected to be present at the annual
meeting of the Corporation.
PROPOSALS OF SHAREHOLDERS
Any proposal which any shareholder may intend to present at the annual
meeting to be held in 1996 must be received by the Corporation on or before
the 16th day of November, 1995, if such proposal is to be included in the
Proxy Statement and Form of Proxy pertaining to the 1996 Annual Meeting.
GENERAL
ON YOUR WRITTEN REQUEST ADDRESSED TO TERRY M. WHITE AT P.O. BOX 1387,
WARSAW, INDIANA 46581-1387, A COPY OF LAKELAND FINANCIAL CORPORATION'S
ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, WILL BE PROVIDED WITHOUT CHARGE TO YOU.
As of the date of this Proxy Statement, management knows of no matters
to be brought before the annual meeting other than the review of the annual
report and the election of 4 directors. If, however, further business
should properly be introduced by others, proxy holders will act in
accordance with their own best judgment.
R. Douglas Grant
(R. Douglas Grant, President)
