SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 19, 1997
Seacoast Banking Corporation of Florida
(Exact Name of Registrant as specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
0-13660 59-2260678
(Commission File Number) (I.R.S. Employer Identification No.)
815 Colorado Avenue, Stuart, FL 34994
(Address of Principal Executive Offices)(Zip Code)
(407) 287-4000
(Registrant's Telephone Number, Including Area code)
(Former Name or Former Address, if Changed Since Last Report)
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Item 5.
Seacoast Banking Corporation of Florida ("Seacoast") and Port St. Lucie National
Bank Holding Company ("PSL Holding Company") have entered into a definitive
Agreement and Plan of Merger dated as of February 19, 1997 providing for the
merger (the "Merger") of their organizations as described in the press release
attached as Exhibit 1 hereto.
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EXHIBIT 1
NEWS RELEASE
Today's Date: February 19, 1997
Release Date: FOR IMMEDIATE RELEASE
For more information contact:
Dennis S. Hudson, III
Chief Executive Officer
Seacoast Banking Corporation
288-6086
NASDAQ-NMS: SBCFA
William R. Hahl
Senior Vice President/
Chief Financial Officer
(561) 221-2825
SEACOAST AND PORT ST. LUCIE NATIONAL BANK TO MERGE
STUART, FL, Jan. -- Seacoast Banking Corporation of Florida (NASDAQ-NMS: SBCFA),
a bank holding company ("Seacoast") whose subsidiary is First National Bank and
Trust Company of the Treasure Coast, ("First National"), and Port St. Lucie
National Bank Holding Corporation ("PSL Bank"), jointly announced today that
they have signed a definitive agreement to merge the two companies. The combined
company will create an unequaled banking franchise on the Treasure Coast, one of
the most affluent regions of Florida and among the fastest growing in the United
States. The announcement was made by Dennis S. Hudson, III, President and Chief
Executive Officer of First National Bank and J. Hal Roberts, Jr., President and
Chief Executive Officer of PSL Bank.
The consummation of the transaction is anticipated to take place during
the second quarter of 1997 and is subject to regulatory approval and the
approval of both companies'
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shareholders. The acquisition is structured to be a tax-free
reorganization that is expected to be accounted for as a
pooling of interests transaction.
The combined companies will have more than 164,000 customer accounts,
assets of over $900 million, $77 million in shareholders' equity and a market
capitalization of approximately $135 million.
At December 31, 1996, Seacoast, headquartered in Stuart, Florida, had over
$800 million in total assets and ranked first in total assets in Martin County.
The assets of PSL Bank, headquartered in Port St. Lucie, Florida, totaled $130
million and is the largest bank headquartered in Port St. Lucie. The combined
company will continue to be a leader in the Treasure Coast market.
Under the terms of the definitive agreement, 900,000 shares of Seacoast
common stock will be issued for all the outstanding shares of common stock,
warrants and options to purchase common stock of PSL Bank. The value of the
transaction is approximately $25 million based on Seacoast's closing share price
of $28.00 on February 18, 1997, and represents approximately two times the
December 31, 1996 book value of PSL Bank after giving effect to the exercise of
the warrants and options. As provided in the definitive agreement, holders of
PSL Bank common stock are expected to receive approximately one share of
Seacoast common stock for each share of PSL Bank common stock.
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Seacoast projects substantial synergy from the merger. The cost savings
will come in the areas of operational and business line consolidations, mostly
in backroom support functions, while increasing the scope of products, services
and banking locations.
"We felt we were ready to move the bank to the next level of service and
had looked at the capital investment and period of time it would take and
decided we could meet our clients' needs for expanded products and services
immediately" states Hal Roberts. "We can't wait to begin offering Trust and
Brokerage services. We are dedicated to providing the people and businesses of
this community with personalized, responsive super community banking, with
access to a wider range of products, offices and professionals."
Roberts will be named First National's President in St.
Lucie County and assume additional responsibilities for
First National's St. Lucie county offices, with Randall A.
Ezell serving as St. Lucie County Branch Administrator.
"Both companies have had an interest in expanding activities
into northern St. Lucie County. We've already identified
several sites. By combining our resources this can occur
faster with the added benefit to First National of Hal's
leadership and his team" said Hudson. "We're also happy
that two of PSL Bank's board members, both St. Lucie County
residents, will be joining our board."
Roberts will also be named Executive Vice President of
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Seacoast and residential real estate mortgage production for the entire company
in the bank's three county market area will report up through him. During 1996,
the two companies originated over $150 million in residential loans in Martin,
St. Lucie and Indian River Counties.
Roberts has been involved in many facets of the community with education
high on his list. He is past president of the 100 Club to benefit law
enforcement officer's families; past president of the St. Lucie County Education
Foundation, past president and charter member of the Port St. Lucie Exchange
Club, past chairman of its Board of Directors and past chairman-originator of
the Great American Raft Race. He is a past President of the St. Lucie County
Chamber of Commerce. "Roberts brings to First National his commitment and
dedication to the community and its people, an attitude to which all bank
personnel subscribe", said Hudson.
First National is the largest bank headquartered on Florida's Treasure
Coast, one of the wealthiest areas in Florida and among the fastest growing in
the nation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Seacoast Banking Corporation of Florida
(Registrant)
Date: February 25, 1997 By /s/ William R. Hahl
Senior Vice President & CFO
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