SEACOAST BANKING CORP OF FLORIDA
11-K, 2000-06-29
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 11-K


(Mark One)

  X        ANNUAL   REPORT   PURSUANT  TO  SECTION   15(D)  OF  THE
-----      SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

  X        For the fiscal year ended December 31, 1999
------
                                       OR

           TRANSACTION  REPORT  PURSUANT  TO  SECTION  15(D) OF THE
-----      SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

           For the transition period from ________ to ______


Commission File Number 33-22846

A.         Full  title  of plan and the  address  of the  plan,  if
           different from that of the issuer named below:

                PROFIT-SHARING  PLAN AND  TRUST  FOR
                EMPLOYEES  OF  FIRST  NATIONAL  BANK
                AND TRUST  COMPANY  OF THE  TREASURE
                COAST

B.         Name of issuer of the  securities  held  pursuant to the
           plan and the address of its principal executive office:

                SEACOAST BANKING CORPORATION OF FLORIDA
                815 COLORADO AVENUE
                STUART, FL  34994


<PAGE>

RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF FIRST NATIONAL BANK AND TRUST
COMPANY OF THE TREASURE COAST


FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 TOGETHER WITH
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
                               TABLE OF CONTENTS

                              FINANCIAL STATEMENTS

                                                                        Page
                                                                     Reference
                                                                     ---------
Independant Auditors' Report                                            4

Statement of Net Assets Available for Benefits
  as of December 31, 1999 and 1998                                      5

Statement of Changes in Net Assets Available for
  Benefits for the Year Ended December 31, 1999 and 1998                6

Notes to Financial Statements                                          7-9

Supplemental Schedule as of December 31, 1999, as follows:
  Schedule H, Part IV, Line 4i - Schedule of Assets Held for
  Investment Purposes as of December 31, 1999                         10-13

  Schedule H, Part IV, Line 4j - Schedule of Reportable
   Transactions for the Year Ended December 31, 1999                   14

Independent Auditors' Consent                                          15


<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


To the Pension and Profit Sharing Committee of
  The Retirement Savings Plan for Employees of
  First National Bank and Trust Company of the
  Treasure Coast:

We have audited the accompanying statements of net assets available for benefits
of The  Retirement  Savings Plan for Employees of First  National Bank and Trust
Company of the Treasure Coast ("the Plan") as of December 31, 1999 and 1998, and
the related  statements of changes in net assets  available for benefits for the
years ended  December  31, 1999 and 1998.  These  financial  statements  and the
schedules referred to below are the responsibility of the Plan's management. Our
responsibility  is to  express  an opinion  on these  financial  statements  and
schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the net assets available for benefits of The Retirement
Savings  Plan for  Employees  of First  National  Bank and Trust  Company of the
Treasure  Coast as of  December  31,  1999 and 1998,  and the changes in its net
assets  available  for benefits  for the years then ended,  in  conformity  with
accounting principles generally accepted in the United States.

Our  audits of the Plan's  financial  statements  as of and for the years  ended
December  31, 1999 and 1998,  were made for the purpose of forming an opinion on
the financial statements taken as a whole. The supplemental  schedules of assets
held for investment purposes, assets held for investment purposes that were both
acquired and disposed of within the Plan year, and reportable  transactions  are
presented for purposes of additional analysis and are not a required part of the
basic financial  statements but are  supplementary  information  required by the
Department of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental schedules have
been  subjected  to the auditing  procedures  applied in our audits of the basic
financial statements for the years ended December 31, 1999 and 1998, and, in our
opinion,  are fairly  stated in all  material  respects in relation to the basic
financial statements taken as a whole.


/s/ Arthur Anderson, LLP
------------------------
Arthur Andersen, LLP
West Palm Beach, Florida,
  June 25, 2000.


<PAGE>

                    RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
           FIRST NATIONAL BANK AND TRUST COMPANY OF THE TREASURE COAST

                 STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
                           DECEMBER 31, 1999 AND 1998




                                                              1999       1998
                                                              ----       ----
ASSETS:
  Investments, at market value-
    U.S.Government Agency and Treasury Securities        $2,665,646   $2,478,339
    Mutual Funds                                          2,427,454    1,584,318
    Corporate Bonds                                         401,439      455,452
    Common Stocks:
     Seacoast Banking  Corporation of Florida, Class A    1,551,332    1,471,272
     Other                                                7,967,715    6,913,900
    Employee Loans                                            5,624       26,114
                                                           --------     --------
         Total investments                               15,019,210   12,929,395
                                                         ----------   ----------


  Receivables-
    Employer Contributions                                  770,642      462,636
    Employee Contributions                                  234,704       64,342
    Dividends and Interest                                   76,001       73,624
                                                          ---------     --------
         Total receivables                                1,081,347      600,602
                                                          ---------     --------

         Total assets                                    16,100,557   13,529,997
                                                         ----------   ----------

LIABILITIES:
  Excess contributions payable to plan participants          61,665       -
  Due to broker                                             142,019       -
                                                           --------     --------
         Total liabilities                                  203,684       -
                                                           --------     --------

NET ASSETS AVAILABLE FOR BENEFITS                       $15,896,873  $13,529,997
                                                        ===========  ===========

----------
The  accompanying  notes to financial  statements  are an integral part of these
statements.

<PAGE>


                    RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
           FIRST NATIONAL BANK AND TRUST COMPANY OF THE TREASURE COAST

           STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998



                                                           1999          1998
                                                        ----------     ---------
ADDITIONS:
  Employer Contributions                                $1,108,855   $  787,210
  Employee Contributions                                   769,605      698,128
  Dividends and Interest                                   401,759      363,065
  Net Realized and Unrealized Appreciation of
   Investments                                           1,646,390      869,006
                                                         ---------     --------
         Total additions                                 3,926,609    2,717,409

BENEFITS PAID TO PARTICIPANTS                           (1,559,733)  (1,087,594)

INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS            2,366,876    1,629,815

NET ASSETS AVAILABLE FOR BENEFITS-
  BEGINNING OF YEAR                                     13,529,997   11,900,182
                                                        ----------   ----------

NET ASSETS AVAILABLE FOR BENEFITS-
  END OF YEAR                                          $15,896,873  $13,529,997
                                                       ===========  ===========



----------
The  accompanying  notes to financial  statements  are an integral part of these
statements.


<PAGE>
                    RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
           FIRST NATIONAL BANK AND TRUST COMPANY OF THE TREASURE COAST

                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998




1. DESCRIPTION OF THE PLAN
   -----------------------

The  Retirement  Savings  Plan for  Employees of First  National  Bank and Trust
Company of the Treasure Coast (the "Plan") was formed effective January 1, 1983,
as later amended, covering all eligible employees, as defined, of First National
Bank and Trust Company of the Treasure Coast and subsidiaries (the "Bank" or the
"Employer")  who have at least one year of service and have made  application to
the Employer for participation.  The Bank's trust department is the trustee (the
"Trustee") of the Plan.

The Plan has been amended and restated in order to continue the qualification of
the Plan under Internal  Revenue Service  regulations,  permit employees to make
salary  deferrals,  provide  employer  matching  contributions  and afford  each
participant five separate  investment  options.  The Plan was further amended in
1995 (the "Amendment") to delete the loan provision in the Plan effective August
15, 1995.

The Plan provides for an annual  discretionary  retirement  contribution  by the
Bank, on behalf of each  participant who is employed on the last day of the Plan
year. For 1999 and 1998, the Bank's discretionary retirement contribution was 2%
of eligible participant salaries.

The Bank's profit sharing  contribution  to the Plan each year is  discretionary
and is  determined  by the Bank's  Board of  Directors.  For 1999 and 1998,  the
Bank's   discretionary   profit  sharing   contributions  were  5.0%  and  1.5%,
respectively, of eligible participant salaries.

Each  participant's  account is credited with an allocation of any discretionary
retirement  contribution,   discretionary  profit  sharing  contribution,   plan
earnings  and  forfeitures  of  nonvested  amounts  from  participants  who have
withdrawn from the Plan.  Allocations  are based on participant  compensation or
account  balances,  as defined.  Participants  may elect to receive in cash,  or
defer and  invest  in the Plan,  one half of any  discretionary  profit  sharing
contribution to the Plan (the elective  portion).  The discretionary  retirement
contribution  and  remaining  nonelective  portion of any  discretionary  profit
sharing  contribution to the Plan shall be invested in the Balanced Fund.  These
contributions  and  employer  matching  contributions  vest at 25%  per  year of
service.  Any  elective  discretionary  profit  sharing  contribution  or  other
employee  contributions are subject to Internal Revenue Code ("IRC") limitations
and shall be treated as  elective  contributions  which are fully  vested at all
times and are not subject to forfeiture.

The Bank will match on a  dollar-for-dollar  basis participant  salary deferrals
representing  up to 4% of eligible  participant  salaries.  Also,  the Bank will
match on a  dollar-for-dollar  basis the elective  portion of any  discretionary
profit sharing contribution that the participant invests in the Plan.

Although it has not  expressed any intent to do so, the Bank has the right under
the Plan to  discontinue  its  contributions  and to terminate  the Plan. In the
event of Plan termination, participants will become fully vested in all of their
account balances.

Additional  information  about the Plan  agreement  and the  vesting and benefit
provisions is contained in the Summary Plan Description.  Copies of this summary
are available from the Bank's human resources department.



<PAGE>


2. INVESTMENTS
--------------

Investments in U.S. Government Agency Securities, mutual funds, corporate bonds,
common stocks and fixed income  securities  are stated at market value using the
closing year-end quoted market prices. Interest income earned is recorded on the
accrual basis. Dividend income is recorded on the ex-dividend date.

The Plan maintains the following five investment funds to which participants may
direct the  investment  of the  elective  portions  of their  account  balances.
Participants  may allocate and reallocate  their Plan  accounts,  on a quarterly
basis, in 10% increments among the available funds, as described below.  Each of
the investment funds is managed by the Trustee.

      Common Stock Fund
      -----------------
This fund  consists of money market  instruments,  common stock mutual funds and
high quality common stocks which are evenly divided between  income-oriented and
growth-oriented  securities.  The  value  of an  investment  in this  fund  will
fluctuate in accordance with market conditions and may be volatile.

      Seacoast Stock Fund
      -------------------
This fund consists solely of money market  instruments and Class A common shares
in Seacoast Banking  Corporation of Florida (the "Company"),  the parent company
of the Bank. Company stock is purchased on a monthly basis and will remain fully
invested  in  shares of the  Company's  stock.  The  return  registered  by this
investment fund will depend directly on the performance of the Company's  stock.
The value of an  investment in this fund will  fluctuate in accordance  with the
performance  of the  Company's  stock  and  general  market  conditions.  As the
portfolio is invested in only one corporation (and, thus, not diversified),  the
value of an investment in this fund may be volatile.

      Fixed Income Fund
      -----------------
This fund  consists of money market  instruments,  mutual funds and high quality
bonds with an average  maturity  of no greater  than ten years.  The value of an
investment in this fund will  fluctuate in accordance  with interest  rates and,
therefore, may be volatile.

      Money Market Fund
      -----------------
This  fund is  invested  in money  market  instruments  which  are  invested  in
short-term  bonds.  The value of an investment in this fund should not fluctuate
greatly in value and may be relatively nonvolatile.

      Balanced Fund
      -------------
This fund consists of a mixture of mutual funds, common stocks,  bonds and money
market  instruments.  The  maximum  exposure  to common  stocks is 60%,  and the
average  maturity  of  bonds  is no  greater  than ten  years.  The  value of an
investment  in this fund will  fluctuate in  accordance  with the stock and bond
markets and may be moderately volatile.



<PAGE>


The Plan's net realized and unrealized appreciation/(depreciation) of investment
by type are as follows:


                          Net Appreciation/             Market Value at
                           (Depreciation)                End of Year
                        -------------------           ------------------
                           1999       1998             1999       1998
                        -------------------           ------------------
  U.S. Government
   Agency Securities    $(152,326)  $ 11,640       $ 2,665,646  $ 2,478,339
  Mutual Funds            321,977    194,695         2,427,454    1,584,318
  Corporate Bonds         (18,802)    13,390           401,439      455,452
  Common Stocks         1,495,541    649,281         9,519,047    8,385,172
  Employee Loans             -           -               5,624       26,114
                         -------     -------           -------      -------
                       $1,646,390   $869,006       $15,019,210  $12,929,395
                       ==========   ========       ===========  ===========


At  December  31,  1999 and 1998,  net assets  available  for  benefits  include
$2,788,773 and  $2,587,425,  respectively,  representing  the vested benefits of
former employees.

The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows as of December 31:

                                                      1999         1998
                                                      ----         ----
Common Stock, Seacoast Banking Corporation
  of Florida, Class A*                            $1,551,332   $1,471,272
Goldman Sachs Treasury Institutional Portfolio     1,440,440    1,014,525



*Related party-in-interest of the Plan.



3. INCOME TAX STATUS
   -----------------
In its  determination  letter dated June 29, 1995, the Internal  Revenue Service
has ruled that the Plan qualifies  under Section 401(a) of the Internal  Revenue
Code ("IRC") and is, therefore, not subject to tax under present income tax law.
Accordingly,  the Plan is entitled to an exemption  under the  provisions of IRC
Section  501(a);  thus,  no  provision  for  income  taxes  has been made in the
accompanying financial statements. The Plan is required to operate in conformity
with the IRC to maintain  its  qualification.  The Bank filed a request with the
Internal  Revenue  Service  for a  determination  letter  for the  amended  Plan
relating to the Port St.  Lucie plan merger  discussed in Note 1 during the 1998
Plan  year.  To date,  the IRS has not  issued a  determination  letter  for the
amended  Plan.  The  Plan's  management  is not aware of any course of action or
series of events that have occurred, and does not believe that any amendments of
the Plan will adversely affect the Plan's qualified status.

4. TRANSACTIONS WITH RELATED PARTIES-IN-INTEREST
   ---------------------------------------------
At  December  31,  1999 and  1998,  the Plan  held  54,195  and  51,851  shares,
respectively,  of Seacoast Banking Corporation of Florida,  Class A common stock
with a  market  value  of  $1,551,332  and  $1,471,272,  respectively.  The Plan
received  $51,632 and $45,262 during 1999 and 1998,  respectively,  in dividends
from the Company.

All costs and expenses  incurred in connection  with the  operations of the Plan
are paid by the Bank.


5. RECONCILIATION TO FORM 5500
   ---------------------------
At  December  31,  1999,  $24,801,  representing  the  elective  portion  of the
discretionary profit sharing contribution elected to be received in cash, and is
a  component  of net assets  available  for  benefits  for  financial  reporting
purposes.  However,  this  balance is  reflected  as benefits  paid and benefits
payable and,  consequently,  as a reduction of Plan net assets on the Form 5500.
Amounts  allocated  to  withdrawing  participants  are recorded on Form 5500 for
benefit  claims that have been  processed  and  approved  for  payment  prior to
December 31 but not yet paid as of that date. At December 31, 1999,  such claims
totaled $178,832.


<PAGE>
                                                                      SCHEDULE I
                                                                     Page 1 of 3

                    RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
           FIRST NATIONAL BANK AND TRUST COMPANY OF THE TREASURE COAST

 SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                      FOR THE YEAR ENDED DECEMBER 31, 1999



                                                Number of
Identity of Issue/                              Shares or             Current
Description of Asset                              Units      Cost      Value
-----------------------------------------     ----------------------------------
U.S. Government Agency Securities:
 Federal Home Loan Mortgage,6.82%,
  due 06/29/2005                                   50,000 $   50,000  $   48,125
 Federal Home Loan Mortgage,6.97%,
  due 06/16/2005                                  100,000     99,156      96,875
 Federal Home Loan Mortgage,6.25%,
  due 02/01/2006                                  150,000    142,019     142,969
 Federal Home Loan Bank, 8.06%,
  due 03/10/2005                                   50,000     50,204      50,125
 Federal Home Loan Bank, 5.76%,
  due 12/01/2005                                   50,000     50,000      46,735
 Federal Home Loan Banks, 6.50%,
  due 06/29/2004                                  150,000    150,000     144,844
 Federal Home Loan Bank, 6.50%,
  due 07/30/2004                                  150,000    150,000     145,172
 Federal Home Loan Bank, 6.407%,
  due 02/22/2006                                   50,000     50,000      47,906
 Federal Home Loan Bank, 6.305%,
  due 12/03/2001                                   50,000     50,000      49,547
 Federal National Mortgage Assn.,7.55%,
  due 03/27/2007                                  125,000    126,525     124,180
 Federal National Mortgage Assn.,7.17%,
  due 06/26/2007                                  125,000    126,094     119,883
 Federal National Mortgage Assn.,7.32%,
  due 05/03/2006                                  100,000    100,500      98,640
 Federal National Mortgage Assn.,7.0%,
  due 01/28/2004                                  125,000    125,000     123,475
 Federal National Mortgage Assn.,7.2%,
  due 02/06/2007                                   50,000     50,000      48,780
 Federal National Mortgage Assn.,5.99%,
  due 08/21/2003                                   50,000     50,528      48,380
 Federal National Mortgage Assn.,5.41%,
  due 12/15/2003                                  150,000     150,000    141,045
 Federal National Mortgage Assn.,6.00%,
  due 05/15/2008                                  100,000     106,539     93,657
 Federal National Mortgage Assn.,6.19%,
  due 07/07/2008                                   50,000      51,375     45,900
 Federal National Mortgage Assn.,6.60%,
  due 03/11/2009                                  200,000     200,000    188,800
 Federal National Mortgage Assn.,7.17%,
  due 06/26/2007                                   30,000      29,989     28,772
 Federal National Mortgage Assn.,7.02%,
  due 04/10/2006                                   25,000      25,300     24,308
 Federal National Mortgage Assn.,7.585%,
  due 09/19/2006                                   25,000      24,983     24,602
 Federal National Mortgage Assn.,6.54%,
  due 09/18/2002                                  150,000     152,310    148,305
 Federal National Mortgage Assn.,6.0%,
  due 06/04/2003                                  100,000     100,200     97,760
 Federal National Mortgage Assn.,6.57%,
  due 02/11/2008                                   50,000      49,938     46,423
 Federal National Mortgage Assn.,6.49%,
  due 02/20/2008                                   45,000      45,000     42,183
 Federal National Mortgage Assn.,6.36%,
  due 07/16/2008                                  100,000     100,000     92,070
 Federal National Mortgage Assn.,6.14%,
  due 08/18/2008                                   50,000      50,000     45,670
 Federal National Mortgage Assn.,6.14%,
  due 09/10/2008                                   25,000      25,000     23,110
 FNMA, 7.03%, due 10/25/2006                       50,000      50,000     48,445
 F F C B, dated 11/04/1997                        100,000     101,700     96,900
 F H L M C, dated 09/08/2008                       50,000      50,000     46,281
 U.S. Treasury Note, 5.25%, dated 5/15/1999
  due 5/15/2004                                   100,000      97,623     95,779
                                                               ------     ------
     Total U.S. Government Agency and
        Treasury Securities                                $2,779,983 $2,665,646
                                                           ========== ==========


                                   (Continued)
<PAGE>
                                                                      SCHEDULE I
                                                                     Page 2 of 3

                    RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
           FIRST NATIONAL BANK AND TRUST COMPANY OF THE TREASURE COAST


 SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                      FOR THE YEAR ENDED DECEMBER 31, 1999

                                   (Continued)


                                                 Number of
                                                  Shares or             Current
Identify of Issue/Description of Asset             Units       Cost      Value
--------------------------------------------------------------------------------
Mutual Funds:
  Fidelity Overseas Trust                          2,506  $   60,401  $  120,297
  Franklin Strategic                               9,050     200,000     401,259
  Janus Worldwide Fund                             3,108     150,000     237,557
  Goldman Sachs Fixed Income                      21,727     210,000     203,583
  Standish Ayer & Wood                             1,312      25,000      24,318
  Goldman Sachs Financial                      1,440,440   1,440,440   1,440,440
                                                           ---------   ---------
      Total Mutual Funds                                  $2,085,841  $2,427,454
                                                          ==========  ==========


Corporate Bonds:
  A T & T Corp, 7%, due 05/15/2005               100,000     100,400      98,411
  Conn L & P, 6.125%, due 02/01/2004              50,000      49,061      50,000
  Ford Motor Credit, 6.25%, due 11/08/2000        75,000      75,765      74,805
  Texas Instruments, 6.125%, due 02/01/2006      105,000     102,295      97,178
  J.P. Morgan & Co, 7.25%, due 10/01/2010         10,000       9,950      10,013
  Citicorp Sub Notes, 6.375%,due 01/15/2006       75,000      76,027      71,032
                                                             -------     -------
      Total Corporate Bonds                                 $413,498    $401,439
                                                            ========    ========

Seacoast Banking Corporation of Florida*          54,195  $1,168,862  $1,551,332
                                                          ==========  ==========



Common Stocks, Other:
  A T & T Corp                                     4,125   $  92,227  $  209,604
  Aetna Inc.                                       2,400     172,955     133,951
  ALCOA Inc.                                       3,000      93,778     249,000
  American Express Co                                500      48,004      83,125
  American Home Products                           3,800      95,651     149,150
  Amgen Inc.                                       8,800      94,059     528,554
  AMR Corp.                                        3,000     178,361     201,000
  Baker International Inc.                           600      13,497      37,688
  Bowater Inc.                                     3,700     172,947     200,958
  Chase Manhattan Corp.                            3,700     253,008     287,446
  Cisco Systems Inc.                               2,300      85,250     246,388
  Citigroup                                        5,625     214,855     313,245
  Coca Cola Co                                     3,200     227,274     186,400
  Du Pont El De Nemours & Co                       2,200     135,454     144,925
  Federal National Mortgage Assn.                    800      15,714      49,950
  First Union Corp.                                3,400     167,637     111,989
  Ford Motor Co Del                                2,000      53,580     106,626
  General Electric                                 2,400     159,636     371,400
  Hewlett Packard Co.                              1,500     160,304     170,625
  Home Depot                                       3,450     126,661     237,188

----------
*Related party-in-interest of the Plan.

                                   (Continued)


<PAGE>
                                                                      SCHEDULE I
                                                                     Page 3 of 3

                    RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
           FIRST NATIONAL BANK AND TRUST COMPANY OF THE TREASURE COAST

 SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
                      FOR THE YEAR ENDED DECEMBER 31, 1999

                                   (Continued)

                                                 Number of
                                                 Shares or             Current
Identity of Issue/Description of Asset             Units       Cost       Value
--------------------------------------------------------------------------------
Common Stocks, Other: (Cont'd)
  I B M Co.                                        1,700  $   106,824 $  183,388
  Intel                                            5,000      187,125    411,565
  Lilly Eli Co.                                    2,700      189,920    179,550
  Lucent Technologies                              2,900      122,340    217,500
  McDonalds Corp.                                  1,600       23,040     64,501
  MCI Worldcom. Inc.                               3,000      156,375    159,189
  Merck & co. Inc.                                 1,800       21,005    120,938
  Microsoft Corp.                                  3,400      105,729    396,950
  Morgan J P & Co. Inc.                            1,500      132,323    189,938
  Morgan Stanley Dean Witter Discover & Co.        2,000       65,775    285,500
  Motorola Inc.                                    1,000      114,976    147,250
  Pfizer Inc.                                      3,100      144,496    165,434
  Philip Morris Companies                          5,400      202,864    124,200
  Proctor & Gamble Co.                             2,300      159,677    251,995
  Schlumberger Ltd.                                4,100      231,360    230,113
  Southern Co.                                     1,500       39,278     35,250
  Sun Microsystems Inc.                            6,000      147,188    464,628
  Transocean Sedco Forex Inc.                        795         -        26,740
  United Technologies Corp.                        2,000       46,280    130,000
  Warner Lambert Co.                               2,000       69,875    163,874
                                                               ------    -------
      Total Common Stock, Other                            $4,827,302 $7,967,715
                                                           ========== ==========


Employee Loans ranging from 6.5% to 9.5%,
  maturing through 2025                                    $   5,624  $    5,624
                                                           =========  ==========

<PAGE>


                                                                     SCHEDULE II


                    RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
           FIRST NATIONAL BANK AND TRUST COMPANY OF THE TREASURE COAST


           SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES THAT WERE BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR
                             ENDED DECEMBER 31, 1999


                                                                        Proceeds
   Identify of Issue,                                         Cost of     From
       Borrower,                    Description of            Acqui-     Dispos-
Lessor, or Similar Party            Investment                itions     itions
--------------------------------------------------------------------------------
Caterpillar Inc.                1,000 shares, common stock    $ 46,195   $46,366

Alcan Aluminum Ltd. Company     2,000 shares, common stock      49,340    75,982

FPL Group Inc.                  600 shares, common stock        32,702    25,982

Alcan Aluminum Ltd. Company     2,000 shares, common stock      49,390    73,108

FPL Group Inc.                  1,000 shares, common stock      54,504    42,991

Marketspan Corp.                528 shares, common stock        17,514    15,836

Southern Company                3,500 shares, common stock      91,648    82,002

Morgan Stanley Equity Growth A  301 units                        5,659     5,942

Franklin Small Cap Growth       9,087 units                    222,091   245,607


----------
This schedule  incorporates all disclosures  required by the Department of Labor
for assets held for investment  purposes that were both acquired and disposed of
within the plan year ended December 31, 1999.



<PAGE>

                                                       SCHEDULE III


                    RETIREMENT SAVINGS PLAN FOR EMPLOYEES OF
           FIRST NATIONAL BANK AND TRUST COMPANY OF THE TREASURE COAST

       SCHEDULE H, PART IV, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999



                          Purchases                    Sales
                        --------------- -------------------------------------
                                                             Current
                                                            Value of
                                                            Asset on       Net
                          Purchase     Selling   Cost of   Transaction  Gain or
Description of Asset       Price        Price     Asset       Date      (Loss)
--------------------------------------------------------------------------------
Franklin  Strategic
Small Cap Growth          $443,253     $245,607  $200,000   $245,607   $45,607


----------
NOTES:

(1)Transaction   included   herein   represent   transactions  or  a  series  of
transactions  in  securities of the same issue in excess of 5% of the fair value
of Plan assets at the beginning of the year.

(2)This  schedule  incorporates  all  disclosures  required by the Department of
Labor for assets purchased or sold within the year.


<PAGE>



                                   SIGNATURES




The Plan,  pursuant to the requirements of the Securities  Exchange Act of 1934,
the Pension and  Benefits  Committee of the  Profit-Sharing  Plan and Trust from
Employees of First  National Bank & Trust Company of the Treasure Coast has duly
caused  this  annual  report  to be  signed by the  undersigned  thereunto  duly
authorized.

                               PROFIT-SHARING PLAN AND TRUST FOR
                               EMPLOYEES OF FIRST NATIONAL BANK AND
                               TRUST COMPANY OF THE TREASURE COAST


Date:   6/28/00                By:   /s/ William R. Hahl
     -----------                     -------------------
                               Member of the Pension  and  Benefits Committee


<PAGE>





        CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As  independent   certified  public  accountants,   we  hereby  consent  to  the
incorporation  by reference  of our report dated June 25, 2000  included in this
Form 11-K, into the Company's  previously filed  Registration  Statement on Form
S-8.




/s/ Arthur Andersen, LLP
------------------------
Arthur Andersen LLP
West Palm Beach, Florida,
     June 25, 2000




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