SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14-A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X) Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for use
of the Commission Only
(as permitted by Rule
14(a)-6(6)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SEACOAST BANKING CORPORATION OF FLORIDA
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than
Registrant)
Payment of Filing Fee (check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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>
Seacoast
Banking Corporation
of Florida
March 18, 1998
TO THE SHAREHOLDERS OF
SEACOAST BANKING CORPORATION OF FLORIDA:
You are cordially invited to attend the Annual Meeting of Shareholders of
Seacoast Banking Corporation of Florida ("Seacoast" or the "Company"), which
will be held at the Ballantrae Golf and Yacht Club, 3325 S.E. Ballantrae
Boulevard, Port St. Lucie, Florida, on Thursday, April 23, 1998, at 3:00 P.M.,
Local Time (the "Meeting").
At the Meeting, you will be asked to consider and vote upon (i) the
reelection of ten directors to serve until the Annual Meeting of Shareholders in
1999 and until their successors have been elected and qualified, and (ii) the
ratification of the appointment of Arthur Andersen, LLP as independent auditors
for Seacoast for the fiscal year ending December 31, 1998.
Enclosed are the Notice of Meeting, Proxy Statement, Proxy and 1997 Annual
Report. We hope you can attend the Meeting and vote your shares in person. In
any case, we would appreciate your completing the enclosed Proxy and returning
it to us. This action will ensure that your preferences will be expressed on the
matters that are being considered. If you are able to attend the Meeting, you
may vote your shares in person even if you have previously returned your Proxy.
We want to thank you for your support this past year. We are proud of our
progress as reflected in the results for 1997, and we encourage you to review
carefully our Annual Report.
If you have any questions about the Proxy Statement or our Annual Report,
please call or write us.
Sincerely,
Dennis S. Hudson III
Secretary
<PAGE>
SEACOAST BANKING CORPORATION OF FLORIDA
815 Colorado Avenue
Stuart, Florida 34994
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD April 23, 1998
Notice is hereby given that the Annual Meeting of Shareholders of Seacoast
Banking Corporation of Florida ("Seacoast" or the "Company") will be held at the
Ballantrae Golf and Yacht Club, 3325 S.E. Ballantrae Boulevard, Port St. Lucie,
Florida, on Thursday, April 23, 1998, at 3:00 P.M., Local Time (the "Meeting"),
for the following purposes:
1. Elect Directors. To consider and vote upon the reelection of ten
directors to serve until the Annual Meeting of Shareholders in 1999 and
until their successors have been elected and qualified.
2. Ratify Auditors. To ratify the appointment of Arthur Andersen, LLP
as independent auditors for Seacoast for the fiscal year ending
December 31, 1998.
4. Other Business. To transact such other business as may
properly come before the Meeting or any adjournments or
postponements thereof.
Only shareholders of record at the close of business on February 13, 1998,
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.
By Order of the Board of Directors
Dennis S. Hudson III
Secretary
March 18, 1998
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY TO
SEACOAST IN THE ENVELOPE PROVIDED WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING.
IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE
PREVIOUSLY RETURNED YOUR PROXY.
<PAGE>
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF SEACOAST BANKING CORPORATION OF FLORIDA
April 23, 1998
INTRODUCTION
General
This Proxy Statement is being furnished to the shareholders of Seacoast
Banking Corporation of Florida ("Seacoast" 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 Seacoast's Board of Directors from holders of Seacoast's Class A
common stock ("Class A Common Stock") and its Class B common stock ("Class B
Common Stock") (herein, Class A Common Stock and Class B Common Stock are
collectively referred to as "Common Stock"), for use at the Annual Meeting of
Shareholders of Seacoast to be held on April 23, 1998, and at any adjournments
or postponements thereof (the "Meeting"). Unless otherwise clearly specified,
the terms "Company" and "Seacoast" include the Company's subsidiaries.
The Meeting is being held to consider and vote upon (i) the reelection of
ten directors to serve until the Annual Meeting of Shareholders in 1999 and
until their successors have been elected and qualified; (ii) the ratification of
the appointment of Arthur Andersen, LLP as independent auditors for Seacoast for
the fiscal year ending December 31, 1998.
The Board of Directors of Seacoast knows of no other business that will be
presented for consideration at the Meeting other than the matters described in
this Proxy Statement.
The 1997 Annual Report to Shareholders ("Annual Report"), including
financial statements for the fiscal year ended December 31, 1997, accompanies
this Proxy Statement. These materials are first being mailed to the shareholders
of Seacoast on or about March 18, 1998.
The principal executive offices of Seacoast are located at 815 Colorado
Avenue, Stuart, Florida 34994, and its telephone number is (561) 287-4000.
Record Date, Solicitation and Revocability of Proxies
The Board of Directors of Seacoast has fixed the close of business on
February 13, 1998 as the record date ("Record Date") for determining the
Seacoast 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 notice of and to vote at the Meeting. At the close of
business on such date, there were 4,779,544 shares of Class A Common Stock
issued and outstanding, which were held by approximately 1,257 shareholders of
record and 377,273 shares of Class B Common Stock issued and outstanding, which
were held by approximately 89 holders of record. See "PRINCIPAL SHAREHOLDERS."
Holders of record of Class A Common Stock are entitled to one vote per
share on each matter to be considered and voted upon at the Meeting. Holders of
Class B Common Stock are entitled to 10 votes per share on each matter to be
considered and voted upon at the Meeting.
<PAGE>
The Company's Articles of Incorporation also provide that, except as
otherwise required by law or by the Articles of Incorporation, holders of shares
of Class A Common Stock and Class B Common Stock vote together as a single class
on all matters. As a result of the ten-to-one voting preference accorded by the
Articles of Incorporation to shares of Class B Common Stock, as of the Record
Date there were 8,552,274 votes entitled to be cast by the holders of the
outstanding Common Stock, with the holders of the Class B Common Stock entitled
to cast 3,772,730 votes or 44.11% of such amount on matters on which the holders
of Seacoast Class A Stock and Class B Stock vote together as a single class.
Thus, the holders of the Class A Common Stock possess a majority of the votes
eligible to be cast. See "PROPOSAL ONE - ELECTION OF DIRECTORS Management Stock
Ownership" and "PRINCIPAL SHAREHOLDERS."
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 reelection of the ten 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 reelection 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. The proposal to ratify Arthur
Andersen, LLP as independent auditors will be approved if the votes cast by the
holders of the shares of Common Stock present, or represented, at the Meeting
and entitled to vote on the matter favoring this proposal exceed the votes cast
in opposition to the proposal. Consequently, with respect to this proposal, 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.
Shares of Common Stock represented by properly executed Proxies, if such
Proxies are 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 SEACOAST OF THE TEN NOMINEES NAMED IN THE PROXY AND FOR THE
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN, LLP AS INDEPENDENT AUDITORS.
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 Seacoast, (ii) properly submitting to Seacoast 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: Seacoast
Banking Corporation of Florida, 815 Colorado Avenue, Stuart, Florida 34994,
Attention: Dennis S. Hudson III, Secretary.
PROPOSAL ONE
ELECTION OF DIRECTORS
General
The Meeting is being held to reelect ten directors of Seacoast to serve a
one-year term of office expiring at the 1999 Annual Meeting of Shareholders and
until their successors have been elected and qualified. All of the nominees are
presently directors of Seacoast. Seven have served as directors of Seacoast
since its inception in 1983. Dennis S. Hudson, III was first elected a director
in 1984, and Christopher E. Fogal and Jeffrey S. Furst were elected to the Board
in 1997 following the acquisition of Port St. Lucie National Bank Holding
Corporation. All of the nominees also serve as directors of Seacoast's
<PAGE>
banking subsidiary, First National Bank and Trust Company of the Treasure Coast
(the "Bank"). The members of the Boards of Directors of the Bank and the Company
are the same except for Stephen E. Bohner, Marian B. Monroe and A. Douglas
Gilbert, who are members of the Bank's Board only.
All shares represented by valid Proxies received pursuant to this
solicitation and not revoked before they are exercised will be voted in the
manner specified therein. If no specification is made, the Proxies will be voted
for the election of the ten 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 replacements, if any, as
may be nominated by Seacoast's Board of Directors acting as the Nominating
Committee. Proxies cannot be voted for a greater number of persons than the
number of nominees specified herein (ten persons).
The affirmative vote of the holders of shares of Common Stock representing
a plurality of the votes cast 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 SEACOAST'S BOARD OF DIRECTORS AND THE BOARD
UNANIMOUSLY RECOMMENDS A VOTE FOR THE REELECTION OF ALL TEN NOMINEES LISTED
BELOW.
The following table sets forth the name and age of each nominee and each
senior executive officer of the Company who is not a director or nominee, the
year in which he was first elected a director or executive officer, as the case
may be, a description of his position and offices with Seacoast or the Bank, if
any, a brief description of his principal occupation and business experience
during at least the last five years, directorships presently held by him in
companies other than Seacoast with registered securities, and certain other
information including his age and the number of shares of Class A Common Stock
and Class B Common Stock beneficially owned by him on February 13, 1998. See
"Information About the Board of Directors and Its Committees."
Name, Age And Year
First Elected Or
Appointed A Director
Or Executive Officer Information About Nominee
- -------------------- -------------------------
Nominees:
Jeffrey C. Bruner (47) Mr. Burner has been a self-employed real estate
1983 investor in Stuart, Florida since 1972.
John H. Crane (68) Mr. Crane has been President of Krauss & Crane, Inc.,
1983 an electrical contracting firm located in Stuart,
Florida, since 1957,and Vice President of C&W Fish
Company, Inc., a fish processing plant located in
the Stuart, Florida area, since 1982.
Evans Crary, Jr. (68) Mr. Crary is retired, but has served as a member of
1983 Crary, Buchanan, Bowdish, Bovie, Lord, Roby & Evans,
Chartered, a law firm located in Stuart, Florida, since
1993, and prior thereto he served as President and a
shareholder of the law firm since 1974. Mr. Crary has
practiced law in Stuart, Florida, since 1952.
Christopher E. Fogal Mr. Fogal, a certified public accountant, has been
(46) managing partner of Fogal, Lynch, Johnson & Long
1997 since 1979.
Jeffrey S. Furst (53) Mr. Furst has been a real estate broker since 1973 and
1997 is owner of Century 21 The Real Estate Center in Port
St. Lucie, Florida.
<PAGE>
Dale M. Hudson (63) Mr. Hudson was named Chief Executive Officer of Seacoast
1983(9) in 1992 and has served as President of Seacoast since
1990. He was named Chairman of the Board of the Bank
in September 1992 after serving as Vice Chairman and
President of the Bank since 1978.
Dennis S. Hudson, Jr. Mr. Hudson was named Chairman of the Board of Seacoast
(70) in 1990. He served as Chief Executive Officer of
1983(9) Seacoast from 1983 until 1992 and Chairman of the Bank
from 1969 until 1992.
Dennis S. Hudson, III Mr. Hudson, Senior Executive Vice President, has served
(42) as Chief Operating Officer of Seacoast since 1990 and
1984(9) President and Chief Executive Officer of the Bank since
1992.
John R. Santarsiero, Mr. Santarsiero is a private investor and former owner
Jr. (53) of an automobile dealership located in Stuart, Florida.
1983
Thomas H. Thurlow, Jr. Mr. Thurlow has been an officer and a director of
(61) Thurlow & Smith, P. A., a law firm located in Stuart,
1983(9) Florida, since 1981 and has practiced law in Stuart,
Florida since 1961.
Name, Age and Year Shares of Common Stock Beneficially
First Elected or Owned and Percentage of Common Stock
Appointed a Director Outstanding (l)
or Executive Officer Class A Class B
-------------------- -------- - ------
Nominees:
Jeffrey C. Bruner (47) 7,140 (2)(4) 90 (3)(4)
1983
John H. Crane (68) 12,870 (4)(5) --
1983
Evans Crary, Jr. (68) 4,597 (4)(6) 1,665 (4)
1983
Christopher E. Fogal 20,328 (4)(7) --
(46)
1997
Jeffrey S. Furst (53) 44,802 (4)(8) --
1997
Dale M. Hudson (63) 440,804 (10) 154,151 (11)
1983(9) 9.10% 40.86%
Dennis S. Hudson, Jr. 310,039 (12) 125,753 (13)
(70) 6.40% 33.33%
1983(9)
Dennis S. Hudson, III (42) 39,800 (4)(14) 8,052
1984(9) 2.13%
John R. Santarsiero, Jr. 5,387 (4) 1,395 (4)
(53)1983
Thomas H. Thurlow, Jr. (61) 4,725 (4)(15) --
1983(9)
<PAGE>
Executive Officers Who Are Not Also
Nominees or Directors:
Name, Age and Year
First Elected or
Appointed a Director
or Executive Officer Information about Nominee
-------------------- -------------------------
A. Douglas Gilbert (57) Mr. Gilbert, Senior Executive Vice President, has served
1990 as Chief Credit Officer of Seacoast since July 1990,
also serving as Chief Banking Officer from September
1992 to October 1995. Mr. Gilbert was named Executive
Vice President and Chief Operating and Credit
Officer of the Bank in October 1994. Prior thereto,
he served as Executive Vice President and Chief Banking
and Credit Officer of the Bank from 1992 to 1994, and
Executive Vice President and Chief Credit Officer of
the Bank from 1990 to 1992.
C. William Curtis, Jr. Mr. Curtis, Senior Executive Vice President, has served
(59) as Chief Banking Officer of Seacoast and the Bank since
1995 October 1995. Prior thereto, Mr. Curtis was Area
President of First Union Bank in Sarasota and Manatee
Counties, a $970 million banking unit with 21 offices.
He served as Senior Marketing Officer for Florida
National Banks of Florida, Inc. for 10 years prior to
coming to the Treasure Coast as President of Florida
National Bank in Indian River County from 1985 to 1989.
William R. Hahl (49) Mr. Hahl, Executive Vice President/Finance Group, has
1990 served as the Chief Financial Officer of Seacoast and
the Bank since July 1990.
Executive Officers Who Are Not Also
Nominees or Directors:
Name, Age and Year Shares of Common Stock Beneficially
First Elected or Owned and Percentage of Common Stock
Appointed a Director Outstanding (l)
or Executive Officer
- -------------------- --------------------------------------
Class A Class B
------- -------
A. Douglas Gilbert (57) 18,603 (4)(16) --
1990
C. William Curtis, Jr.(59) 5,000 (4)(17) --
1995
William R. Hahl (49) 17,734 (4)(18) --
1990
Nominees and executive 931,829 291,106
officers as a group 19.23% 77.16%
(13 persons)
- ----------
(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 ("SEC") under the Securities Exchange Act of 1934, as
amended (the "1934 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 180 shares held jointly with Mr. Bruner's wife, 2,150 shares
held by Mr. Bruner as custodian for his son, and 4,000 shares held by Mr.
Bruner as custodian for his two nephews as to which shares Mr. Bruner may
be deemed to share voting and investment power.
(3) Includes 90 shares held jointly with Mr. Bruner's wife as to which
shares Mr. Bruner may be deemed to share voting and investment power.
(4) Less than 1%.
(5) Includes 3,560 shares held by Mr. Crane's wife, as to which shares Mr.
Crane may be deemed to share voting and investment power.
(6) Includes 1,268 shares held by the trustee for the IRA of Mr.Crary.
(7) All 20,328 shares are held jointly with Mr. Fogal's wife, as to which
shares Mr. Fogal may be deemed to share voting and investment power.
(8) Includes 6,069 shares held by the trustee for the IRA of Mr. Furst, and
29,385 shares held jointly with Mr. Furst's wife, as to which shares Mr.
Furst may be deemed to share voting and investment power. Also includes
6,449 shares held by Mr. Furst's wife, 1,564 shares held by Mr. Furst's two
children, and 1,214 shares held jointly by Mr. Furst's wife and
mother-in-law, as to which shares Mr. Furst may be deemed to share voting
and investment power and as to which Mr. Furst disclaims beneficial
ownership.
(9) Dennis S. Hudson, Jr. and Dale M. Hudson are brothers. Dale
M. Hudson is married to the sister of Thomas H. Thurlow, Jr. Dennis S.
Hudson III is the son of Dennis S. Hudson, Jr. and the nephew of Dale M.
Hudson.
(10) Includes 25,025 shares held by Mr. Hudson's wife, 41,297
shares held jointly with Mr. Hudson's wife, and 74,037 shares held by Mr.
Hudson's three children, as to which shares Mr. Hudson may be deemed to
share voting and investment power.
(11) Includes 3,960 shares held by Mr. Hudson's wife, 20,649 shares held jointly
with Mr. Hudson's wife, and 9,543 shares held by Mr. Hudson's three
children, as to which shares Mr. Hudson may be deemed to share voting and
investment power.
(12) Includes 47,417 shares held by Mr. Hudson's wife, 18,780 shares held by
Mr. Hudson's three children, as to which shares Mr. Hudson may be deemed
to share voting and investment power and as to which Mr. Hudson disclaims
beneficial ownership.
(13) Includes 23,709 shares held by Mr. Hudson's wife, 6,270 shares held by
Mr. Hudson's three children, as to which shares Mr. Hudson may be deemed to
share voting and investment power and as to which Mr. Hudson disclaims
beneficial ownership.
(14) Includes 44 shares held by Mr. Hudson's two sons, as to which shares Mr.
Hudson may be deemed to share voting and investment power, and 37,000
shares that Mr. Hudson has the right to acquire by exercising options that
are exercisable within 60 days after the Record Date.
(15) Includes 1,575 shares owned by Mr. Thurlow's wife and 1,575 shares held by
Mr. Thurlow's three children, as to which shares Mr. Thurlow may be deemed
to share voting and investment power.
(16) Includes 200 shares held in Mr. Gilbert's IRA and 16,000 shares that Mr.
Gilbert has the right to acquire by exercising options that are exercisable
within 60 days after the Record Date.
(17) Includes 1,250 shares of a stock grant which becomes vested within 6 months
after the Record Date.
(18) Includes 13,734 shares that Mr. Hahl has the right to acquire by
exercising options that are exercisable within 60 days after the Record
Date.
<PAGE>
Information About the Board of Directors and Its Committees
The Board of Directors of Seacoast held seven meetings during 1997. All of
the directors attended at least 75% of the total number of meetings of the Board
of Directors and meetings of the Board committees on which they served.
Seacoast's Board of Directors has two standing committees: the Salary and
Benefits Committee and the Audit Committee, both of 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: Executive Committee, Investment Committee,
Trust Committee and the Directors Loan Committee. Such committees perform those
duties customarily performed by similar committees at other financial
institutions.
The Company's Salary and Benefits Committee is comprised of Messrs. Crary
(Chairman), Bruner, Dennis S. Hudson, Jr. and Santarsiero and Ms. Marian Monroe.
This Committee has the authority to determine the compensation of the Company's
executive officers and employees, and administers various of the Company's
benefit and incentive plans. This Committee has the power to interpret the
provisions of the Company's Pension Plan, Profit Sharing Plan, Employee Stock
Purchase Plan, the Seacoast Banking Corporation of Florida 1991 Stock Option and
Stock Appreciation Right Plan (the "1991 Incentive Plan") and the Seacoast
Banking Corporation of Florida 1996 Long-Term Incentive Plan (the "1996
Incentive Plan"). One meeting was held by this Committee in 1997. See "Salary
and Benefits Committee Report."
The Audit Committee recommends on an annual basis to the Board of Directors
a public accounting firm to be engaged as independent auditors for Seacoast for
the next fiscal year, reviews the plan for the audit engagement, and reviews
financial statements, the internal audit plans and reports financial reporting
procedures and reports of regulatory authorities. This Committee periodically
reports to the Board of Directors. This Committee is comprised of Messrs. Bruner
(Chairman), Crane, Fogal, and Santarsiero and it held five meetings in 1997.
The entire Board of Directors serves as the Nominating Committee for the
purpose of nominating persons to serve on the Board of Directors. While nominees
recommended by shareholders may be considered, this Committee has not actively
solicited recommendations nor established any procedures for this purpose. The
Board held two meetings in its capacity as the Nominating Committee during 1997.
Board members who are not executive officers of the Company are paid an
annual retainer of $15,000 for their service as directors of the Company and its
subsidiaries. In addition to the annual retainers, outside Board members receive
$500 for each Board meeting attended, $500 for each committee meeting attended
and $600 for each committee meeting chaired.
Executive Officers
Executive officers are appointed annually at the organizational meeting of
the respective Boards of Directors of Seacoast and the Bank following the annual
meetings of shareholders, to serve until the next annual meeting and until
successors are chosen and qualified. The table set forth under "PROPOSAL ONE -
Election of Directors" lists the nominees for election to the Board of Directors
as well as the named executive officers of Seacoast and the Bank who are not
nominees to or members of the Board of Directors, their ages and respective
offices held by them, the period each such position has been held, a brief
account of their business experience for at least the past five years, and the
number of shares of Common Stock beneficially owned by each of them on February
13, 1998.
<PAGE>
Management Stock Ownership
As of February 13, 1998, based on available information, all directors and
executive officers of Seacoast as a group (13 persons) beneficially owned
approximately 872,595 shares of Class A Common Stock, constituting 18.3% of the
total number of shares of Class A Common Stock outstanding at that date, and
approximately 291,106 shares of Class B Common Stock, constituting 77.2% of the
total number of shares of Class B Common Stock outstanding at that date.
Seacoast's directors and executive officers beneficially owned, as of that date,
shares of Common Stock having 3,783,655 votes, or 44.2% of the total votes
represented by Common Stock outstanding on the Record Date and entitled to vote
at the Annual Meeting. In addition, as of the Record Date, various subsidiaries
of Seacoast, as fiduciaries, custodians, and agents, had sole or shared voting
power over 95,576 shares, or 2.0% of the issued and outstanding shares, of
Seacoast Class A Stock, and 300 shares of Class B Stock, under trust agreements
and other instruments and agreements, including shares held as trustee or agent
of various Seacoast employee benefit and stock purchase plans. See "Record Date,
Solicitation and Revocability of Proxies" and "PRINCIPAL SHAREHOLDERS."
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 highly compensated executive officers (collectively, these officers 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 reflects Seacoast's compensation philosophy as
endorsed by the Board of Directors and the Salary and Benefits Committee and
resulting actions taken by Seacoast for the reporting periods shown in the
various compensation tables supporting the report. The Salary and Benefits
Committee either approves or recommends to the Board of Directors payment
amounts and award levels for executive officers of Seacoast and its
subsidiaries.
Salary and Benefits Committee Report
General
During 1997, the Salary and Benefits Committee of the Board of Directors
was composed entirely of five members, four of whom are not officers or
employees of Seacoast or the Bank. The Board of Directors designates the members
and Chairman of such committee.
Compensation Policy
The policies that govern the Salary and Benefits Committee's executive
compensation decisions are designed to align changes in total compensation with
changes in the value created for the Company's shareholders. The Salary and
Benefits Committee believes that compensation of executive officers and others
should be directly linked to Seacoast's operating performance and that
achievement of performance objectives over time is the primary determinant of
share price.
The underlying objectives of the Salary and Benefits Committee's
compensation strategy are to establish incentives for certain executives and
others to achieve and maintain short-term and long-term operating performance
goals for Seacoast, to link executive and shareholder interests through
equity-based plans, and to provide a compensation package that recognizes
individual contributions as well as overall business results. At Seacoast, pay
for performance relating to executive officer compensation comprises three
areas: base salary, cash based short-term annual incentives, and long-term stock
and cash incentives.
<PAGE>
Base Salary and Increases
In establishing executive officer salaries and increases, the Committee
considers individual annual performance and the relationship of total
compensation to the defined salary market. The decision to increase base pay is
recommended by the chief executive officer and approved by the Salary and
Benefits Committee using performance results documented and measured annually
through a formal management-by-objectives ("MBO") program. Information regarding
salaries paid in the market is obtained through formal salary surveys and other
means and is used in the decision process to ensure competitiveness with
Seacoast's peers and competitors. Seacoast's general philosophy is to provide
base pay competitive with the market, and to reward individual performance while
positioning salaries consistent with Company performance.
Short-Term Incentives
Seacoast's Key Manager Incentive Plan is a primary strategy to align
short-term cash compensation with individual performance and performance for the
shareholders. Funding for this annual incentive plan is dependent on Seacoast
first attaining defined performance thresholds for return on assets and earnings
per share. Once this threshold is attained, the Salary and Benefits Committee,
using recommendations from the Bank's chief executive officer, approves awards
to those officers who have made superior contributions to Company profitability
as measured and reported through individual performance goals established at the
beginning of the year. As specified in the plan, the payout schedule is designed
to pay a smaller number of officers the highest level of funded cash incentives
to ensure that a meaningful reward is provided to the organization's top
performers. This philosophy better controls overall compensation expenses by
reducing the need for significant annual base salary increases as a reward for
past performance, and places more emphasis on annual profitability and the
potential rewards associated with future performance. Salary market information
is used to establish competitive rewards that are adequate in size to motivate
strong individual performance during the year. The Key Manager Incentive Plan
paid an aggregate of $313,300 in 1997, which was distributed among 16 persons.
Long-Term Incentives
Long-term incentive awards have been made under the 1991 Incentive Plan and
the 1996 Incentive Plan. Stock options granted under the plan are designed to
motivate sustained high levels of individual performance and align the interests
of key employees with those of the Company's shareholders by rewarding capital
appreciation and earnings growth. Upon the recommendation of the chief executive
officer, and subject to approval by the Salary and Benefits Committee, stock
options are awarded annually to those key officers whose performance during the
year has made a significant contribution to Seacoast's long-term growth. In
addition, during 1997, restricted stock awards totaling 4,000 shares of Class A
Common Stock were granted to 25 key middle managers of the Bank under the 1996
Incentive Plan to provide additional incentive for those employees to remain in
the service of the company and to promote outstanding performance.
Deduction Limit
At this time, because of its compensation levels, Seacoast does not appear
to be at risk of losing deductions under Section 162(m) of the Code, which
generally establishes, with certain exceptions, a $1 million deduction limit on
executive compensation for all publicly held companies. As a result, Seacoast
has not established a formal policy regarding such limit, but will evaluate the
necessity for developing such a policy in the future.
<PAGE>
Chief Executive Pay
The Salary and Benefits Committee formally reviews the compensation paid to
the chief executive officers of the Company and the Bank during the first
quarter of each year. Final approval of chief executive compensation is made by
the Board of Directors. Changes in base salary and the awarding of cash and
stock incentives are based on overall financial performance and profitability
related to objectives stated in the Company's strategic performance plan and the
initiatives taken to direct the Company. In addition, utilizing published
surveys, databases, and proxy data, including, for example, public information
compiled from the SNL Executive Compensation Report ("the survey data"), the
Salary and Benefits Committee surveyed the total compensation of chief executive
officers of comparable-sized financial institutions located in comparable
markets nationally, as well as of locally- based banks and thrifts. While there
is likely to be a substantial overlap between the financial institutions
included in the survey data and the banks and thrifts represented in the Nasdaq
Bank Index line on the shareholder return performance graph, below, the groups
are not exactly the same. The Compensation and Benefits Committee believes that
the most direct competitors for executive talent are not necessarily the same as
the companies that would be included in the published industry index established
for comparing shareholder returns.
After reviewing survey data, the salary for Mr. Dennis S. Hudson, III,
Chief Executive Officer of the Bank, was increased by $17,900 to $272,900
annually, the annual salary for Mr. Dale M. Hudson, Chief Executive Officer for
Seacoast, was increased by $11,350 to $174,100, and the salary for Dennis S.
Hudson, Jr., Chairman of the Board of Seacoast was not increased, which
maintained their respective total compensation at the median of the comparative
groups. Earnings growth for Seacoast was impacted by growth initiatives
instituted during 1997. Accordingly, Mr. Hudson, III's cash incentive award
under the Key Manager Incentive Plan was reduced from $94,000 earned in 1996 to
$40,000 in 1997.
Summary
In summary, the Salary and Benefits Committee believes that Seacoast's
compensation program is reasonable and competitive with compensation paid by
other financial institutions of similar size. The program is designed to reward
managers for strong personal, Company and share value performance. The Salary
and Benefits Committee monitors the various guidelines that make up the program
and reserves the right to adjust them as necessary to continue to meet Company
and shareholder objectives.
Evans Crary, Jr., Chairman Marian B. Monroe
Jeffrey C. Bruner John R. Santarsiero, Jr.
Dennis S. Hudson, Jr.
<PAGE>
The table below sets forth certain elements of compensation for the named
executive officers of Seacoast or the Bank for the periods indicated.
Summary Compensation Table
Annual Compensation
-----------------------------------
Name and Principal Year Salary Bonus
Position(a) (b) ($)(c) ($)(1)(d)
- ----------- --- ------ ---------
Dennis S. Hudson, Jr. 1997 $151,561 --
Chairman of the Board 1996 144,885 --
of Seacoast 1995 145,698 --
Dale M. Hudson 1997 $167,659 --
President & Chief 1996 161,027 --
Executive Officer of 1995 144,676 --
Seacoast, Chairman of
the Bank
Dennis S. Hudson, III 1997 $253,967 $40,000
Executive Vice 1996 236,388 94,500
President & Chief 1995 223,760 73,000
Operating Officer of
Seacoast, President &
Chief Executive Officer
of the Bank
A. Douglas Gilbert 1997 $233,735 $63,000
Executive Vice 1996 215,839 94,500
President & Chief 1995 202,038 70,000
Banking & Credit
Officer of Seacoast,
Executive Vice
President & Chief
Operating & Credit
Officer of the Bank
C. William Curtis, Jr. 1997 $171,184 $50,000
Executive Vice 1996 169,756 64,000
President & Chief 1995 57,624 90,000 (9)
Banking Officer of the
Bank
William R. Hahl 1997 $160,455 $10,000
Senior Vice President & 1996 149,131 30,000
Chief Financial Officer 1995 142,492 30,000
of Seacoast and the
Bank
<PAGE>
Long-Term Compensation
--------------------------
Securities All
Restricted Underlying Other
Name and Principal Stock Award Options/SARs Compensation
Position(a) ($)(f) (#)(g) ($)(i)
- ----------- ------ ------ ------
Dennis S. Hudson, Jr. 1997 -- -- $14,091 (2)
Chairman of the Board 1996 -- -- 14,936
of Seacoast 1995 -- -- 14,996
Dale M. Hudson 1997 -- -- $16,223 (3)
President & Chief 1996 -- -- 16,932
Executive Officer of 1995 -- -- 15,495
Seacoast, Chairman of
the Bank
Dennis S. Hudson, III 1997 -- 6,000 $20,144 (4)
Executive Vic 1996 -- 6,000 27,546
President & Chief 1995 -- 6,000 20,187
Operating Officer of
Seacoast, President &
Chief Executive Officer
of the Bank
A. Douglas Gilbert 1997 -- 6,000 $19,086 (5)
Executive Vice 1996 -- 6,000 22,247
President & Chief 1995 $183,100 (6) 6,000 20,412
Banking & Credit
Officer of Seacoast,
Executive Vice
President & Chief
Operating & Credit
Officer of the Bank
C. William Curtis, Jr. 1997 -- 6,000 $19,109 (7)
Executive Vice 1996 $111,250 (8) 11,000 11,572
President & Chief 1995 108,750 (10) -- 206
Banking Officer of the
Bank
William R. Hahl 1997 -- 4,000 $16,149 (11)
Senior Vice President & 1996 -- 4,000 16,400
Chief Financial Officer 1995 -- 5,000 15,792
of Seacoast and the Bank
- ----------
(1) Incentive cash compensation paid for results achieved during the applicable
fiscal year in accordance with the Key Manager Incentive Plan as well as
certain other bonuses related to performance or deemed necessary to attract
new management.See "Salary and Benefits Committee Report."
(2) This includes $2,406 insurance premiums paid by Seacoast on group term life
insurance benefits in excess of $50,000 ("excess life insurance benefits"),
$6,448 in employer matching contributions to the Profit Sharing Plan,
$2,030 in profit sharing, $2,707 in employer discretionary retirement
contributions, and $500 paid by the employer into the Code Section 125
Cafeteria Plan (the "Cafeteria Plan").
(3) This includes $2,406 in excess life insurance benefits, $7,621 in employer
matching contributions to the Profit Sharing Plan, $2,441 in profit
sharing, $3,255 in employer discretionary retirement contributions, and
$500 paid by the employer into the Cafeteria Plan.
(4) This includes $2,406 in excess life insurance benefits, $8,312 in employer
matching contributions to the Profit Sharing Plan, $3,825 in profit
sharing, $5,100 in employer discretionary retirement contributions, and
$500 paid by the employer into the Cafeteria Plan.
(5) This includes $2,406 in excess life insurance benefits, $8,126 in employer
matching contributions to the Profit Sharing Plan, $3,452 in profit
sharing, $4,602 in employer discretionary retirement contributions, and
$500 paid by the employer into the Cafeteria Plan.
(6) This amount represents a restricted stock award of 10,000 shares of the
Company's Class A Common Stock, which was awarded to Mr. Gilbert on March
31, 1995, based on the closing sale price of the Company's Class A Common
Stock on the Nasdaq National Market on March 31, 1995. One quarter of the
shares covered by this award became vested on January 31, 1996, another
2,500 shares vested on January 1, 1997, and another 2,500 shares vested on
January 1, 1998. The remaining 2,500 shares will, as long as Mr. Gilbert
remains employed by the Company, vest on January 1, 1999.
<PAGE>
(7) This includes $2,406 in excess life insurance benefits, $8,130 in employer
matching contributions to the Profit Sharing Plan, $3,460 in profit
sharing, $4,613 in employer discretionary retirement contributions, and
$500 paid by the employer into the Cafeteria Plan.
(8) This amount represents a restricted stock award of 5,000 shares of the
Company's Class A Common Stock which was awarded to Mr. Curtis on March 29,
1996, based on the closing sale price of the Company's Class A Common Stock
on the Nasdaq National Market on March 29, 1996. One quarter of the shares
covered by this award vested on March 29, 1997, and one quarter of the
shares will vest on March 29, 1998. The remaining shares will, as long as
Mr. Curtis remains employed by the Company, vest in increments of 1,250
shares on March 29, 1999 and 2000.
(9) This amount includes a $45,000 cash bonus paid upon joining the Company
plus $45,000 in cash paid under the Company's incentive plan.
(10) This amount represents a restricted stock award of 5,000 shares of the
Company's Class A Common Stock which was awarded to Mr. Curtis on October
2, 1995, based on the closing sale price of the Company's Class A Common
Stock on the Nasdaq National Market on October 2, 1995. One quarter of the
shares covered by this award vested on December 31, 1996, and one quarter
of the shares vested on December 31, 1997. The remaining shares will, as
long as Mr. Curtis remains employed by the Company, vest in increments of
1,250 shares on December 31, 1998 and 1999.
(11) This includes $2,406 in excess life insurance benefits, $7,608 in employer
matching contributions to the Profit Sharing Plan, $2,415 in profit
sharing, $3,220 in employer discretionary retirement contributions, and
$500 paid by the employer into the Cafeteria Plan.
Grants of Options/SARs in 1997
The following table sets forth certain information concerning options
granted during 1997 to the named executive officers. No stock appreciation
rights ("SARs") were granted in 1997.
Individual Grants
-------------------------------------------
(a) (b) (c) (d)
- --- --- --- ---
Percent of
Number of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price
Name Granted (#) Fiscal Year ($/Share)
- ---- ------------- ----------- ---------
Dennis S. Hudson, Jr. -- -- --
Dale M. Hudson -- -- --
Dennis S. Hudson, III 6,000 5.88% $25.50
A. Douglas Gilbert 6,000 5.88% $25.50
C. William Curtis, Jr. 6,000 5.88% $25.50
William R. Hahl 4,000 3.92% $25.50
Potential Realizable Value
at Assumed Annual Rates of
Individual Stock Price Appreciation for
Grants Option Term
----------- -----------------------------
(a) (e) (f) (g)
- --- --- --- ---
Expiration
Name Date 5%($) 10%($)
- ---- ---- ----- ------
Dennis S. Hudson, Jr. N/A N/A N/A
Dale M. Hudson N/A N/A N/A
Dennis S. Hudson, III May 20, 2007 $96,240 $243,840
A. Douglas Gilbert May 20, 2007 $96,240 $243,840
C. William Curtis, Jr. May 20, 2007 $96,240 $243,840
William R. Hahl May 20, 2007 $64,160 $162,560
<PAGE>
Aggregated Option/SAR Exercises in 1997
and 1997 Year-End Option/SAR Values
The following table shows stock options exercised by the named executive
officers during 1997, including the aggregate value of gains on the date of
exercise. In addition, this table includes the number of shares covered by both
exercisable and non-exercisable options as of December 31, 1997. 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 Class A Common Stock. No SARs were outstanding in 1997.
(a) (b) (c)
- --- --- ---
Shares
Acquired Value
Name on Exercise Realized
- ---- ----------- --------
Dennis S. Hudson,Jr -- --
Dale M. Hudson -- --
Dennis S. Hudson, III -- --
A. Douglas Gilbert 2,500 $58,438
C. William Curtis, Jr. -- --
William R. Hahl 4,600 $114,950
(a) (d) (e)
- --- --- ---
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End(#) FY-End($)
Exercisable(E)/ Exercisable(E)/
Name Unexercisable(U) Unexercisable(U)
- ---- ------------- -------------
Dennis S. Hudson, Jr. -- (E) -- (E)
-- (U) -- (U)
Dale M. Hudson -- (E) -- (E)
-- (U) -- (U)
Dennis S. Hudson, III 35,000(E) $809,250(E)
16,000(U) $262,500(U)
A. Douglas Gilbert 14,000(E) $283,500(E)
16,000(U) $262,500(U)
C. William Curtis, Jr. --(E) --(E)
17,000(U) $262,250(U)
William R. Hahl 12,067(E) $244,057(E)
11,333(U) $188,993(U)
<PAGE>
Profit Sharing Plan
Seacoast's Retirement Savings Plan for Employees of the First National Bank
& Trust Company of the Treasure Coast was amended and restated effective January
1, 1993, in contemplation of the termination of the defined benefit Pension Plan
and the distribution of its assets to its participants. Herein, such amended and
restated plan is referred to as the "Profit Sharing Plan." The Profit Sharing
Plan has various features, including an employer matching contribution for
salary deferrals of up to 4% of the employee's compensation for each calendar
quarter. A retirement contribution is made on an annual discretionary basis by
the Company of 2% of "retirement eligible compensation," as defined in the
Profit Sharing Plan. At the end of each plan year, the Company's Board of
Directors decides whether to make a profit sharing contribution for the plan
year and each participant receives a contribution based upon "eligible
compensation," as defined in the Profit Sharing Plan. At least 50% of this
contribution (the "non-elective profit sharing contribution") must be kept in an
investment fund, and the balance may be deferred and left in the Profit Sharing
Plan and directed into available investment funds or taken in cash by the
employee. The Company contributes on a dollar-for-dollar matching basis, on the
elective profit sharing contribution that is left in the Profit Sharing Plan. In
addition, the Profit Sharing Plan has a Code Section 401(k) feature that allows
employees to make "salary savings contributions" ranging from 1% to 18% of
compensation (as defined by the Plan), subject to federal income tax
limitations. After-tax contributions may also be made by employees with
"voluntary contributions" of up to 10% of compensation (as defined in the Profit
Sharing Plan for each plan year), subject to certain statutory limitations.
Performance Graph
The following line-graph compares the cumulative, total return on
Seacoast's Class A Common Stock from December 31, 1992 to December 31, 1997,
with that of the Nasdaq Composite Index (an average of all stocks traded on the
Nasdaq Stock Market) and the Nasdaq Bank Stock index (an average of all bank and
thrift institutions whose stock is traded on the Nasdaq Stock Market).
Cumulative total return represents the change in stock price and the amount of
dividends received over the indicated period, assuming the reinvestment of
dividends.
------------------------------------------------------------------
**GRAPH**
------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
Seacoast 100 118.31 119.98 159.66 195.63 295.85
Nasdaq Stock Index 100 114.75 111.08 155.42 190.71 231.97
Nasdaq Bank Stocks 100 129.37 130.80 189.41 238.95 390.90
Employment and Severance Agreements
The Bank entered into an executive employment agreement with A. Douglas
Gilbert on March 22, 1991. Similar agreements were entered into with Dennis S.
Hudson, III on January 18, 1994, with C. William Curtis, Jr. on July 31, 1995,
and with J. Hal Roberts, Jr. on February 19, 1997. Each such agreement has a
three-year term and provides for automatic renewal on an annual basis at the end
of that term; provided, however, that neither the employee nor the Bank gives
written notice electing not to renew such agreement not less than 90 days prior
to the end of the agreement's then current term. Each such agreement contains
certain non-competition, non-disclosure and non-solicitation covenants.
<PAGE>
These employment agreements also provide for a base salary,
hospitalization, insurance, long term disability and life insurance in
accordance with the Bank's insurance plans for senior management, and reasonable
club dues. Each executive subject to these contracts may also receive other
compensation including bonuses, and the executives will be entitled to
participate in all current and future employee benefit plans and arrangements in
which senior management of the Bank may participate. The agreements provide for
termination of the employee for cause, including willful and continued failure
to perform the assigned duties, crimes, breach of the Bank's Code of Ethics, and
also upon death or permanent disability of the executive. Each agreement
contains a Change in Control provision which provides in the event of a "change
in control" including the acquisition of the Bank or the Company in a merger,
consolidation or similar transaction, the acquisition of 51% or more of the
voting power of any one or all classes of Common Stock, the sale of all or
substantially all of the assets, and certain other changes in share ownership,
will constitute a "change in control" which would allow the executive to
terminate the contract within one year following the date of such change in
control. Termination may also be permitted by the executive in the event of a
change in duties and powers, customarily associated with the office designated
in such contract. Upon any such termination following a change in control, the
executive's base salary, hospitalization and other health benefits will continue
for two years.
SALARY AND BENEFITS COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Messrs. Crary (Chairman), Bruner, Dennis S. Hudson, Jr. and Santarsiero and
Ms. Monroe are the members of the Salary and Benefits Committee. None of Messrs.
Crary, Bruner or Santarsiero nor Ms. Monroe is an officer or employee of
Seacoast or its subsidiaries. Mr. Hudson has served as Chairman of the Board of
Seacoast since 1990; he served as Chief Executive Officer of Seacoast from 1983
until 1992 and President of Seacoast from 1983 until 1990. See "PROPOSAL ONE -
Election of Directors".
James H. Bruner, a Seacoast Director Emeritus and the father of Jeffrey C.
Bruner, a director of Seacoast and the Bank, is a controlling shareholder of
Mayfair Investments, which leases to the Bank 20,000 square feet of space
adjacent to the First National Center in Stuart, Florida pursuant to two lease
agreements which expire in May 2000 and May 2002. At the end of the lease terms,
the Bank has options to extend the leases for periods of three and five years,
respectively. The Bank paid rent of $217,000 on this property in 1997. Seacoast
believes the terms of these leases are commercially reasonable and comparable to
rental terms for similar property in Stuart.
Evans Crary, Jr., a director of Seacoast and the Bank, and Chairman of the
Bank's Executive Committee and the Company's Salary and Benefits Committee, is a
retired member of Crary, Buchanan, Bowdish, Bovie, Lord & Roby, Chartered
("Crary, Buchanan"), a law firm in Stuart, Florida. Crary, Buchanan performed
various legal services for Seacoast and the Bank during the fiscal year ended
December 31, 1997.
CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS
Several of Seacoast's directors, executive officers and their
affiliates, including corporations and firms of which they are
directors or officers or in which they and/or their families have an
ownership interest, are customers of Seacoast and its subsidiaries.
These persons, corporations and firms have had transactions in the
ordinary course of business with Seacoast and its subsidiaries,
including borrowings, all of which, in the opinion of Seacoast
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. Seacoast and its subsidiaries expect to have such
transactions on similar terms with its directors, executive officers,
and their affiliates in the future. The aggregate amount of loans
outstanding by the Bank to directors, executive officers, and related
parties of Seacoast or the Bank as of December 31, 1997, was
approximately $3,041,948, which represented approximately 3.75% of
Seacoast's consolidated shareholders' equity on that date.
<PAGE>
For information concerning specific transactions and business relationships
between Seacoast or the Bank and certain of its directors or executive officers,
see "Salary and Benefits Committee Interlocks and Insider Participation."
PRINCIPAL SHAREHOLDERS
As of February 13, 1998, the only shareholders known to Seacoast to be the
beneficial owners, as defined by Securities and Exchange Commission rules, of
more than 5% of the outstanding shares of Class A Common Stock or Class B Common
Stock, were the following, for whom beneficial ownership information is set
forth in the following table.
Number and Percent of Number and Percent of
Class A Common Stock Class B Common Stock
Beneficially Owned Beneficially Owned
------------------ ------------------
Name and Address of
Beneficial Owner
- ----------------
Number % Number %
------ - ------ -
Dale M. Hudson (1) 440,804 9.10 154,151 40.86
192 S.E. Harbor Point Drive
Stuart, FL 34996
Dennis S. Hudson, Jr. (1) 310,039 6.40 125,753 33.33
157 S. River Road
Stuart, FL 34996
First Union Corporation (2) 262,150 5.51 -- --
One First Union Center
Charlotte, North Carolina 28288
- ----------
(1) Dennis S. Hudson, Jr. and Dale M. Hudson are brothers.
(2) First Union Corporation ("First Union") is the parent holding company of
Lieber & Company ("Lieber"), Evergreen Asset Management Corporation
("Evergreen"), First Union National Bank, Charlotte, NC. Lieber and
Evergreen are corporations which are investment advisors for mutual funds
and other clients; the securities reported by these subsidiaries are
beneficially owned by such mutual funds or other clients. The other First
Union entity listed above holds the securities reported in a fiduciary
capacity for its customers. Of the shares beneficially owned, First Union
reports it has sole voting power as to 194,950 shares and sole dispositive
power as to 193,000 shares. The information regarding First Union,
including the number and percent of Class A Common Stock beneficially
owned, is based solely upon a Schedule 13G dated February 11, 1998 and
filed by First Union with respect to Class A Common Stock beneficially
owned as of December 31, 1997.
<PAGE>
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors, upon the recommendation of the Audit Committee, has
appointed Arthur Andersen, LLP, independent certified public accountants, as
independent auditors for Seacoast and its subsidiaries for the current fiscal
year ending December 31, 1998, subject to ratification by the shareholders.
Arthur Andersen, LLP has served as independent auditors for Seacoast and its
subsidiaries since August 20, 1991. Arthur Andersen, LLP has advised Seacoast
that neither the firm nor any of its partners has any direct or material
interest in Seacoast and its subsidiaries except as auditors and independent
certified public accountants of Seacoast and its subsidiaries.
A representative of Arthur Andersen, LLP 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. A representative of Arthur Andersen, LLP is also expected to respond to
appropriate questions from shareholders.
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 ratification of the appointment of Arthur Andersen, LLP for the fiscal
year ending December 31, 1998.
The affirmative vote of the holders of shares of Common Stock representing
a majority of the votes represented at the Meeting, at which a quorum is
present, is required to ratify the appointment of Arthur Andersen, LLP as
independent auditors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF ARTHUR ANDERSEN, LLP AS INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING DECEMBER 31, 1998.
SECTION 16(a) REPORTING
The Company is required to identify each director or officer who failed to
file timely with the Securities and Exchange Commission a required report
relating to ownership and changes in ownership of the Company's securities.
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,
1997 were complied with.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Proposals of shareholders of Seacoast intended to be presented at the 1999
Annual Meeting of Shareholders must be received by Seacoast at its principal
executive offices on or before November 19, 1998, in order to be included in
Seacoast's Proxy Statement and Proxy relating to the 1999 Annual Meeting of
Shareholders. Only proper proposals which are timely received will be included
in the Proxy Statement and Proxy.
<PAGE>
OTHER MATTERS
Management of Seacoast does not know of any matters to be brought before
the Meeting other than those described above. If any other matters properly come
before the Meeting, the persons designated as Proxies will vote on such matters
in accordance with their best judgment.
OTHER INFORMATION
Proxy Solicitation Costs
The cost of soliciting Proxies for the Meeting will be paid by Seacoast. In
addition to the solicitation of shareholders of record by mail, telephone,
facsimile or personal contact, Seacoast 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 Seacoast, will provide
information concerning quantities of proxy materials and 1997 Annual Reports
needed to supply such information to beneficial owners, and Seacoast will
reimburse them for the reasonable expense of mailing proxy materials and 1997
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, Seacoast will furnish to such person without charge (other than
for exhibits) a copy of Seacoast's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997, including financial statements and schedules
thereto, as filed with the Securities and Exchange Commission. Requests may be
made to Seacoast Banking Corporation of Florida, P.O. Box 9012, Stuart, Florida
34995, Attention: Dennis S. Hudson III, Secretary.
By Order of the Board of Directors,
DENNIS S. HUDSON III
Secretary
March 18, 1998
