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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE13d-2(a)
Seacoast Banking Corporation of Florida
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(Name of Issuer)
Class A Common Stock, $0.10 par value
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(Title of Class of Securities)
81170710-8
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(CUSIP Number)
Dennis S. Hudson, III, 2341 NW Bay Colony Court, Stuart, Florida 34994
Telephone: 561-288-6085
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 27, 1999
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include an original
and five copies of the schedule, including all exhibits. See Rule 13d-1(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 81170710-8 13D Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dennis S. Hudson, III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 49,536(1)
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 227,316(1)
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
49,536(1)
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10 SHARED DISPOSITIVE POWER
227,316(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,852(1) (See Item 5 below)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%(1)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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(1) The number of shares disclosed in items 7-11 and the percentage in item
13, include shares of Class A Common Stock and shares of Class B Common
Stock because the shares of Class B Common Stock are convertible into
shares of Class A Common Stock at any time upon request of the holder.
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CUSIP No. 81170710-8 13D Page 3 of 6 Pages
Item 1. Security and Issuer.
This statement relates to shares of the Class A Common Stock, par
value $0.10 per share (the "Class A Common Stock"), of Seacoast Banking
Corporation of Florida, a Florida corporation, (the "Company"). The Company's
principal executive offices are located at 815 Colorado Avenue, P.O. Box 9012,
Stuart, Florida 34955-9012.
Item 2. Identity and Background.
Mr. Dennis S. Hudson, III currently resides at 2341 NW Bay Colony
Court, Stuart, Florida 34994. Mr. Hudson currently serves as Chief Executive
Officer and as a director of the Company and as President, Chief Executive
Officer and Chairman and a director of its subsidiary, First National Bank and
Trust Company of the Treasure Coast (the "Bank"). Mr. Hudson has been a director
of the Company since 1984 and a director of the Bank since 1984. Mr. Hudson is a
citizen of the United States.
During the last five years, Mr. Hudson has neither been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has he been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable
Item 4. Purpose of Transaction.
As of January 27, 1999, Mr. Hudson contributed 2,272 shares of
Class A Common Stock to Sherwood Partners, Ltd., a Florida limited partnership
that is a family partnership (the "Partnership"), in exchange for 10 partnership
units representing Mr. Hudson's General Partnership interest in the Partnership.
The value of Mr. Hudson's partnership units is currently being appraised. The
Partnership was formed to maintain continuity of control of the Company by Mr.
Hudson's family.
On January 27, 1999, Mr. Hudson's parents, Mr. Dennis S. Hudson,
Jr. and Mrs. Anne P. Hudson, each contributed 105,000 shares of Class A Common
Stock and 7,500 shares of Class B Common Stock, par value $0.10 per share
("Class B Common Stock"), to the Partnership in exchange for partnership units
representing their General and Limited Partnership interests in the Partnership.
For further information regarding the Partnership and the interests of the other
partners, see Item 5 below.
The shares of Class B Common Stock have 10 votes per share and are
convertible into shares of Class A Common Stock at any time at the request of
the holder.
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CUSIP No. 81170710-8 13D Page 4 of 6 Pages
The Partnership may acquire additional shares of Class A and/or
Class B Common Stock from time to time.
Item 5. Interest in Securities of the Company.
Under the Commission's rules and regulations, Mr. Hudson, as of
the date of this filing, may be deemed to be the beneficial owner of a total of
253,350 shares of the Class A Common Stock, representing approximately 5.5% of
the issued and outstanding shares of the Class A Common Stock. With respect to
34 of such shares, Mr. Hudson has sole voting and dispositive powers. The
Partnership holds 212,272 shares of Class A Common Stock and Mr. Hudson shares
voting and dispositive powers with the other General Partners, his parents,
Dennis S. Hudson, Jr. and Anne P. Hudson. Mr. Hudson disclaims beneficial
interest in all shares held by the Partnership except to the extent of his
partnership interest. Mr. Hudson's two minor sons hold 44 shares of Class A
Common Stock. Mr. Hudson disclaims beneficial ownership of his sons' shares over
which he has no voting or dispositive powers. Mr. Hudson has the right to
acquire 41,000 shares of Class A Common Stock by exercising options that are
exercisable within 60 days of the date hereof.
Under the Commission's rules and regulations, Mr. Hudson, as of
the date of this filing, may be deemed to be the beneficial owner of a total of
23,502 shares of the Class B Common Stock, representing approximately 6.3% of
the issued and outstanding shares of the Class B Common Stock. With respect to
8,502 of such shares, Mr. Hudson has sole voting and dispositive powers. The
Partnership holds 15,000 shares of Class B Common Stock and Mr. Hudson shares
voting and dispositive powers with the other General Partners, his parents,
Dennis S. Hudson, Jr. and Anne P. Hudson. Mr. Hudson disclaims beneficial
interest in all shares held by the Partnership except to the extent of his
partnership interest.
As a General Partner of the Partnership, Mr. Hudson shares voting
and investment powers with the other General Partners, his parents. The General
Partners together have exclusive control of the Partnership, subject to the
approval of two-thirds of the Limited Partners, in certain circumstances. Mr.
Hudson's parents are the only Limited Partners at this time. As a result of
being a General Partner, Mr. Hudson is deemed to be the beneficial owner of all
of the shares held by the Partnership, although, as stated above, he disclaims
beneficial ownership in all shares held by the Partnership except to the extent
of his partnership interest.
Other than the transfer described in Item 4 above, Mr. Hudson has
not engaged in any other transactions relating to the Class A or Class B Common
Stock during the 60 day period preceding the date of filing of this statement.
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CUSIP No. 81170710-8 13D Page 5 of 6 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as described herein, Mr. Hudson has no contract,
arrangement, understanding or relationship with any other person with respect to
shares of Class A or Class B Common Stock, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies.
Mr. Hudson's parents contemplate that they will transfer their
Limited Partnership interests in the Partnership from time to time to trusts for
the benefit of their family members, thereby transferring indirect, beneficial
interests in the shares of the Company held by the Partnership.
Item 7. Material to be Filed as Exhibits.
None.
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CUSIP No. 81170710-8 13D Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 8, 1999
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Date
/s/ Dennis S. Hudson, III
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Signature
Dennis S. Hudson, III
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Name/Title
Attention: International misstatements or omissions of fact
constitute federal criminal violations (see 18 U.S.C. 1001)
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