REPUBLIC SECURITY FINANCIAL CORPORATION
4400 Congress Avenue
West Palm Beach, Florida 33407-3288
(407) 840-1200
--------------------------------------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 24, 1996
--------------------------------------------
The Annual Meeting of Shareholders of Republic Security Financial
Corporation (the "Company") will be held at the Palm Beach Airport Hilton, 150
Australian Avenue, West Palm Beach, Florida, on Wednesday, April 24, 1996, at
3:00 p.m., to consider and act upon the following matters:
1. The election of three directors; each to serve until the 1999 Annual
Meeting and until his successor is elected and qualified.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 8,
1996, as the record date for determining shareholders of the Company entitled to
notice of and to vote at the meeting. A list of shareholders entitled to notice
of the meeting shall be available for inspection by any shareholder, during
regular business hours, for a period of ten days prior to the meeting at the
principal executive office of the Company and at the Annual Meeting. You may
revoke your proxy at any time before it is exercised by following the
instructions set forth on the first page of the accompanying proxy statement.
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. O INSURE YOUR
REPRESENTATION AT THE MEETING, PLEASE COMPLETE AND PROMPTLY MAIL YOUR PROXY IN
THE PREPAID RETURN ENVELOPE PROVIDED. THIS WILL NOT PREVENT YOU FROM VOTING IN
PERSON, SHOULD YOU SO DESIRE.
By Order of the Board of Directors
H. Gearl Gore
Secretary
West Palm Beach, Florida
March 29, 1996
<PAGE>
REPUBLIC SECURITY FINANCIAL CORPORATION
4400 Congress Avenue
West Palm Beach, Florida 33402-3288
(407) 840-1200
PROXY STATEMENT
Annual Meeting of Shareholders
to be held on
April 24, 1996
The accompanying proxy is solicited by the Board of Directors of
Republic Security Financial Corporation (the "Company"), the holding company of
Republic Security Bank (the "Bank"), for use at the Annual Meeting of
Shareholders of the Company to be held at the Palm Beach Airport Hilton, 150
Australian Avenue, West Palm Beach, Florida, on Wednesday, April 24, 1996, at
3:00 p.m., and at any postponements or adjournments thereof, for the purposes
set forth herein and in the accompanying Notice of Annual Meeting of
Shareholders. A proxy may be revoked at any time prior to voting by providing
the Secretary with written notice revoking such proxy or a duly executed proxy
bearing a later date, or by attending the meeting and voting in person.
Attending the meeting by itself will not revoke a proxy previously given.
This proxy statement and the accompanying proxy are first being mailed
to shareholders on or about March 29, 1996, together with the Company's Annual
Report to Shareholders for the fiscal year ended December 31, 1995. During 1995,
the Company changed its fiscal year end from March 31 to December 31. As a
result, fiscal year 1995 represents the nine month period from April 1, 1995
through December 31, 1995.
The Company's principal executive offices are located at 4400 Congress
Avenue, West Palm Beach, Florida 33402-3288 and its telephone number is (407)
840-1200.
Holders of shares of Common Stock of record at the close of business on
March 8, 1996, will be entitled to vote on all matters presented at the Annual
Meeting and at any postponement or adjournment thereof. As of such date, there
were 6,873,173 shares of Common Stock issued and outstanding. Each share of
Common Stock entitles the holder to one vote in the election of directors and
all other matters voted upon by the shareholders. The presence, either in person
or by proxy, of persons entitled to vote a majority of the Company's outstanding
shares of Common Stock is necessary to constitute a quorum for the transaction
of business at the Annual Meeting. Directors are elected by the affirmative vote
of a plurality of the votes cast at the Annual Meeting. If no instructions are
given on a proxy, it will be voted for the election as directors of the three
nominees. Abstentions and broker non-votes will, if present, be counted for
purposes of establishing a quorum at the Annual Meeting, but will not be counted
for purposes of the number of votes cast at the meeting.
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<PAGE>
ELECTION OF DIRECTORS
The Board of Directors, which is currently comprised of nine members,
is divided into three classes. The prescribed term for a director is three
years. Class 1 is comprised of two members, Class 2 is comprised of four members
and Class 3 is comprised of three members. All members of Class 3 are standing
for re-election in 1996.
As a result of the 1995 resignation of Ashok Dalal as a director, Class
1 has only two directors. The Board of Directors subsequently reduced the total
number of directors to nine. As a result, the size of the classes is to be
reconstituted so that each contains three directors. The shareholders will be
asked to elect three Class 1 directors at the 1997 annual meeting of
shareholders and, at that time, one of the Directors of Class 2 (terms expire -
1998) will be assigned to Class 1.
The Company has no reason to believe that any nominee for election will
not be able to serve his prescribed term. The persons named in the proxy will,
however, have discretionary authority to vote for another if a nominee is unable
or unwilling to serve.
Set forth below is information regarding such nominees and other
directors whose terms of office will continue after the Annual Meeting,
including their ages and principal occupations or employment and business
experience during the last five years.
Nominees for Election as Directors through 1999
Class 3 Directors (terms expire 1996):
Richard C. Rathke, 64, has been a Director of the Company since its
inception. He has been the President of RCR Enterprises, Inc., a real estate
development firm in Jupiter, Florida, since 1979.
From 1966 to 1979 he was the President and owner of Trans Pacific Trading Co.
of Fort Lauderdale, Florida, a firm engaged in importing and retail sales.
Rudy E. Schupp, 45, has been President and Chief Executive Officer of
the Company since 1985, and the President and Chief Executive Officer of the
Bank since its inception. From 1980 to 1984, Mr. Schupp was employed by
AmeriFirst Bank, FSB, Miami, Florida, where he held the position of Division
Vice President and, previously, was Senior Vice President and Division Manager
of the Orlando Division of AmeriFirst Bank, FSB. Mr. Schupp was Manager in
Consumer Bank Planning and Marketing at First Union National Bank, Charlotte,
North Carolina, from 1977 to 1980.
Victor Siegel, M.D., 48, is a physician and surgeon specializing in
Obstetrics and Gynecology and has been practicing in Palm Beach County since
January 1982. Dr. Siegel was a member of the Florida and Palm Beach County
Medical Associations and was Executive Director of Finance for the Palm Beach
County Medical Society in 1986. He has been Chief of the Department of
Obstetrics and Gynecology at Wellington Hospital since 1993. He is also on the
Board of Directors for the non profit Jupiter Theater of the Performing Arts. He
has been a Director of the Company since 1989.
Directors whose Terms do not Expire this Year
Class 1 Directors (terms expire 1997):
Lennart E. Lindahl, Jr., 52, has been a Director of the Company since
its inception. From 1970 through 1994, he was President of Lindahl, Browning,
Ferrari & Hellstrom, Inc., Consulting Engineers in Jupiter, Florida, and
currently serves as Chairman of the Board. He is past chairman of the Economic
Council of Palm Beach County and past president of the Palm Beach County
Development Board. Additionally, he currently serves as a member and past
Chairman of the Florida Inland Navigation District.
Bruce E. Wiita, M.D., 58, has been a Director of the Company since its
inception. He is a surgeon and urologist practicing in Jupiter and Palm Beach
Gardens since 1973. He is the former Chief
2
<PAGE>
of Staff of the Jupiter Hospital and Chief of Surgery of the Palm Beach Gardens
Hospital and Jupiter Hospital. Currently, he is a Director of the American
Heritage Management and Development Corporation, a real estate development
company, and Chairman of the DevMed Group Inc., a medical device manufacturing
corporation.
Class 2 Directors (terms expire 1998):
H. Gearl Gore, 48, has been a Director and the Secretary of the Company
since its inception. He has been the President of H. Gearl Gore, Inc., a real
estate appraisal firm in Jupiter, Florida since 1983. Approximately 35% of that
firm's gross revenues were derived from appraisal services provided to the Bank.
Mr. Gore has been the President and Chief Operating Officer of Northco
Investment Properties, Inc., a real estate brokerage firm in Jupiter, Florida,
from 1981 to present. From 1975 to 1980 he was Florida state sales director for
United Sun Life Insurance Co. He served as a Councilman for the Town of Jupiter
from 1981 to 1983.
Richard J. Haskins, 46, has been Executive Vice President and Chief
Financial Officer of the Company and the Bank since 1989, Senior Vice President
of the Company and the Bank since August 1984, and a Director of the Company and
the Bank since 1986. For ten years prior to 1984, he had been an accountant with
the West Palm Beach, Florida office of Deloitte Haskins & Sells, certified
public accountants, where he held the position of Manager.
William F. Spitznagel, 69, has been a Director of the Company since its
inception through December 31, 1986 and from February 21, 1987 to present. He
was Chairman and President of Roadway Services, Inc., a motor freight company,
from 1978 until his retirement in 1981. He presently serves as a consultant to
that company.
William Wolfson, 67, has been a certified public accountant since 1960 and
in 1994 retired as senior partner in the accounting firm of Wolfson, Milowsky,
Melzer, Ettinger & Wieselthier, P.C. He has been a Director of the Company since
1993.
Committees of the Board of Directors and Meeting Attendance
During the nine months ended December 31, 1995 there were 9 regular
meetings of the Board of Directors, and one special meeting. Each director
attended at least 75% of the meetings of the Board and of committees of the
Board on which such director served.
The Board of Directors has an Audit Committee which reviews, reports to
and advises the Board with respect to various auditing and accounting matters
involving the selection of and the nature of services to be performed by the
Company's independent auditors, the performance of the auditors and the fees to
be paid to them, the scope of audit procedures and the Company's accounting
procedures and internal controls. The members of the Audit Committee are
Directors Gore, Wolfson, and Rathke. Three Audit Committee meetings were held
during the nine months ended December 31, 1995.
The Board of Directors has a Compensation Committee which investigates
comparative compensation, reviews levels of staffing and compensation and
reports its findings and recommendations to the Board of Directors. See "Report
of the Compensation Committee". The members of the Compensation Committee are
Directors Lindahl, Spitznagel and Wiita. Four Compensation Committee meetings
were held in the nine months ended December 31, 1995.
The Board of Directors has a Nominating Committee, which reviews the
qualifications of candidates for the Board and reports its findings and
recommendations to the Board. The members of the Nominating Committee are
Directors Spitznagel, Siegel, Haskins and Lindahl. One Nominating Committee
meeting was held during the nine months ended December 31, 1995. The Nominating
Committee will consider proposals for nominees for Director from shareholders
which are made in writing to the Secretary of the Company at 4400 Congress
Avenue, West Palm Beach, Florida, 33407- 3288.
3
<PAGE>
Director Compensation
Each director receives a retainer of $300 per month plus $325 for
attendance at Board meetings, and $200 for each committee meeting attended.
As additional long term incentive compensation during 1995, each
non-employee director was awarded stock appreciation rights as follows: 10,000
with a base price of $5.75, vesting on January 1, 1997, and 10,000 with a base
price of $8.00, vesting on January 1, 1998. The SARs expire on January 1, 2006
and are forfeited if unexercised when a director resigns or is not reelected.
Certain Transactions
Mr. Gore owns a real estate appraisal firm which received fees from the
Bank for appraisals of real estate relating to loan transactions. During the
nine months ended December 31, 1995 and the years ended March 31, 1995, and
1994, such fees aggregated approximately $44,575, $140,000, and $208,000,
respectively.
See "Management Indebtedness to the Bank".
Consent to Findings of Exchange Act Violations
On October 22, 1993, the Company and Mr. Haskins consented, without
admitting or denying the matters therein, to findings of the Securities and
Exchange Commission that he caused violations of Sections 13(a) and 13(b)(2)(A)
of the Securities Exchange Act of 1934 and Rules 12b-20 and 13a-13 promulgated
hereunder and to an order of the Commission that he cease and desist from
committing or causing future violations of such provisions. The Company's and
Mr. Haskins' consents were given in connection with a determination that the
Company failed to timely record a loss on a certain lease transaction in its
Form 10-Q for the quarter ended June 30, 1989 and that Haskins, as the Company's
chief financial officer, determined not to record the loss in such 10-Q.
EXECUTIVE COMPENSATION, BENEFITS AND RELATED MATTERS
The Summary Compensation Table below sets forth a summary of the
compensation paid for the nine months ended December 31, 1995 and the years
ended March 31, 1995 and 1994 to each Company executive officer, whose total
salary and bonus for 1995 exceeded $100,000:
<TABLE>
<CAPTION>
====================================================================================================================================
Long-Term Compensation
Awards
Annual Compensation
(a) (b) (c) (d) (e) (f) (g)
- ------------------------------------------------------------------------------------------------------------------------------------
Securities
Fiscal Restricted Stock Award(s)Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) ($) SARs (#) Compensation ($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Rudy E. Schupp Dec 31, 1995 116,760 97,060 25,500 500,000 12,146
Chairman and
Chief Executive Officer
of the Company and the Bank
Mar 31, 1995 148,000 78,077 16,400 0 6,965
Mar 31, 1994 141,350 100,612 13,750 4,327
- ------------------------------------------------------------------------------------------------------------------------------------
Richard J. Haskins Dec 31, 1995 91,680 45,530 12,750 200,000 9,203
Executive Vice President
and Chief Financial Officer
of the Company and the Bank
Mar 31, 1995 115,993 39,039 8,400 0 6,784
Mar 31, 1994 110,140 46,566 7,150 0 3,243
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
FOOTNOTES:
(b) Fiscal Year: On July 26, 1995, the Company's
Board of Directors approved a change in the
Company's fiscal year end to December 31 from
March 31. As a result, the information
presented for fiscal year 1995 is for the nine
months transition period from April 1, 1995 to
December 31, 1995.
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<PAGE>
(c) Salary: Total base salary paid for nine months ended
December 31, 1995 and for fiscal years ended
March 31, 1995 and 1994 for the Company and
the Bank.
(d) Bonus: Annual incentive compensation paid for
financial results achieved during the fiscal
year.
(e) Restricted Stock Awards: The amounts represent
the dollar value of Company awards on the date
of grant for stock grants. Restricted stock
awards vest after three years provided the
executive does not resign or is not terminated
for cause. Dividends are paid on restricted
stock. The aggregate number of shares and
market value of restricted stock as of December
31, 1995 held by each named executive was as
follows: Schupp 21,829 shares ($117,220);
Haskins 12,387 shares ($66,520).
(f) SARs: See "Option/SAR Grants in Last Fiscal Year".
(g) All Other Compensation: The amounts shown in
this column comprise matching contributions to
the 401(k) plan, the cost of term life
insurance premiums for the benefit of the
executive, and automobile allowance.
</TABLE>
EMPLOYMENT AGREEMENTS
Mr. Schupp and Mr. Haskins have employment agreements with the Company,
renewable each year, which provide for the payment of incentive compensation
equal to 4% for Schupp, and 2% for Haskins, of the Company's quarterly
consolidated income before taxes. These amounts are reflected in column (d) of
the Summary Compensation Table. The agreements also provide for a severance
payment equal to 150% of base salary and incentive compensation in the event of
termination without cause and provide for benefits including the use of an
automobile and $200,000 term life insurance for the benefit of the executive.
If a change in control of the Company should occur and (1) the
executive's employment is involuntarily terminated or not extended (other than
for cause or physical or mental incapacity) or (2) he resigns due to his
reasonable determination that he is prevented from exercising his authority or
performing his duties and functions as an officer, then he would be entitled
under the employment agreements to receive a lump sum payment equal to three
times his annual salary. The agreements also provide for payments the executive
would have received in respect to cash incentive compensation and contemplate an
additional payment of 20% of three times his annual salary as compensation for
discounted fringe benefits, as well as for the continuation of any applicable
employee benefit plans for a thirty-six month period. A "Change of Control" is
defined in the agreements as the acquisition by any person or group of 25% or
more of the combined voting power of the Company's then outstanding securities.
Supplemental Executive Retirement Plan
In 1987 the Company initiated a non-qualified pension plan for senior
officers and division heads of the Company and the Bank. Eligibility to
participant in the plan requires that the employee be a division head with the
title of Vice President or above, have three years of consecutive service and be
approved by the Board of Directors. The number of persons eligible for this plan
in the current year is three. The expected cost of the plan for the current year
is $120,000. Those executives currently participating in the plan are Messrs.
Schupp, Haskins, and one former executive officer. The retirement benefit to the
employee will range between 30% to 70% of his or her average base salary for the
last three years of employment and will commence no earlier than age 55 nor
later than age 62. Participants vest 20% in the plan in the year they enter the
plan and become fully vested under various vesting schedules depending on their
retirement benefit.
Restricted Stock Awards
The Board of Directors has awarded Common Stock to senior officers of
the Company and the Bank. Under the terms of the award, the shares are forfeited
by the executive during the three year period after the effective date of the
award if the executive resigns or is terminated for cause. The awards are
administered by the Compensation Committee and the committee can select at its
sole discretion, key executives of the Company and its subsidiary who the
committee determines are in a position to have a significant impact on the long
term profitability of the Company. In addition to the stock grants, the Company
makes a cash payment equal to 28% of the taxable value of the shares of common
stock granted in an award as of the date on which the shares are valued for
federal income tax purposes. On April 1, 1995, 9,000 shares of Common Stock were
granted at a fair market value
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<PAGE>
of $4.25 per share at the date of the grant.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is composed of Messrs. Lindahl, Spitznagel and
Wiita. None of the members of the committee has ever been an officer or employee
of the Company or the Bank.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is responsible for
developing the Company's executive compensation policies, administering the
Company's various management incentive programs and making recommendations to
the Board with respect to compensation policies. In addition, the Compensation
Committee makes annual recommendations to the Board concerning the compensation
paid to the Chief Executive Officer and to each of the other senior officers of
the Company.
Compensation Philosophy: The Compensation Committee of the Board of
Directors believes strongly that the maximization of corporate performance and,
in turn, shareholder value depends to a significant extent on the establishment
of a close alignment between the financial interests of shareholders and those
of the Company's employees, especially its senior managers.
Stability of management has been consistently expressed as a strength
of and a key to the sustained performance of the Company by its market makers
and investment bankers; therefore retention of the senior executive group is
considered an important goal by the Committee in developing specific
compensation recommendations.
Compensation should involve elements which encourage the Company's
performance over longer periods, such elements relate to earnings performance of
the Company. By example, such compensation elements might include stock options,
stock grants, restricted stock plans and other stock performance related
compensation vehicles.
Base Compensation: The Compensation Committee members recommended base
compensation increases at the Bank supplemented by a continuation of the
quarterly management bonus plan for its senior officers. The Committee continues
to feel some concern as to the retention of key executives, particularly in
light of the Corporation's recent success with growth in franchise value through
the acquisition of two commercial banks and the prospects of continued success
in increasing shareholder value of the company.
Bonus Plans: Cash incentive bonus plans were approved for the senior
officers of the Bank wherein the incentives relate directly to the achievement
of specific quarterly and annual earnings targets.
CEO Compensation: As with all Company executives, the compensation for
Mr. Schupp consists of base salary, annual incentives and long-term
compensation. The Committee meets each year to review recommendations for salary
increases and incentive awards for Mr. Schupp and other executives of the
Company.
Base Salary. The Committee reviewed salary survey data related to the
position of Chief Executive Officer of financial institutions of
comparable size to the Company. These surveys included two national and
regional banking surveys. Based upon the review of those surveys and
the fact that the Company had attained a majority of its goals as set
forth in its strategic plan, the Committee recommended a $27,000
increase in Mr. Schupp's annual base compensation in the Company given
the parent company demands and activities; but with no change to the
base salary for Mr. Schupp in the Bank.
Cash Incentive. Mr. Schupp's quarterly cash incentive plan for 1995
was 4% of the Company's pre-tax income and has been reduced to a 2.7%
rate effective April 1, 1996. The
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<PAGE>
amount of this cash incentive is determined by the Committee by
reviewing the Company's budgeted earnings and then comparing the
combination of Mr. Schupp's base salary and cash incentive to the
aforementioned salary surveys. Should the Company achieve its budgeted
results, Mr. Schupp would be compensated at a overall rate commensurate
with those for his peer group companies.
SARs. The Compensation Committee recommended Board approval of the
management of the SAR plan. As to the management SAR plan, the
Committee focused on the two key executives of the Company, Messrs.
Haskins and Schupp. Its deliberations in late 1995 were a continuation
of earlier discussions which began in early 1995 as to the lack of any
significant stock performance linked long term compensation available
to the two executives in order to promote retention of the executives
and also reward the executives where their management actions caused
elevation in the price per share of the Company's common stock. The
Compensation Committee explored a variety of plans employed in the
industry ranging from omnibus equity compensation plans and stock
option plans to SAR plans. It was determined that the SAR plan's
characteristics would serve the expressed goals without causing
immediate, direct dilution to the shareholders. With vesting features
weighted to favor future periods and associated above market strike
pricing, the SAR plan features were deemed appropriate.
The Company's compensation plans for senior officers continue to
include a strong element of "at risk" incentive compensation revolving around
the successful achievement of the strategic plan and specific earnings goals for
the Company. In this regard, compensation results for executives can expand or
contract ultimately with the performance of the Company and therefore, return on
equity to shareholders.
Market data for peer group positions indicates support for specific
levels of compensation. Although the data indicates that some of the Company's
management are at or near the top of such peer group data, inconsistencies in
the market data are recognized and the strong performance of the Bank is
considered an offsetting factor. In addition, the potential volatility of
executive earnings vis-a-vis the "at risk" incentive compensation is considered
to provide a safety valve to correct compensation in the event of substandard
performance.
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<PAGE>
COMPENSATION COMMITTEE
Lennart E. Lindahl, Jr.
William F. Spitznagel
Bruce E. Wiita, M.D.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
====================================================================================================================================
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants For Option Term(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities SARs Granted Base
Underlying to Employees in Price Expiration
Name SARs Granted Fiscal Year $/Share Date 5%($) 10%($)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Rudy E. Schupp 100,000(2) 14% $5.75 01/01/06 361,675 916,550
400,000(3) 57% $8.00 01/01/06 570,700 2,766,200
Richard J. Haskins 50,000(2) 7% $5.75 01/01/06 175,176 458,275
150,000(3) 22% $8.00 01/01/06 205,012 1,037,325
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) The potential realizable value represents the amount each executive
might realize if the stock appreciates annually at the assumed rates of
5% and 10% for the full period of the rights (10 years). The amounts
represent only hypothetical values and there can be no assurance that
such growth rates in stock price will be achieved. The actual amount
realized by each executive will be determined at the time the rights
are exercised and will be based on the excess of the fair market value
of the stock at the time of exercise over the base price. For
comparison, the per share price of the Company's Common Stock, assuming
5% and 10% annual growth rates for 10 years, would be approximately
$9.37 and $14.92, respectively, based upon a current price of $5.75 per
share.
(2) These SARs are forfeited if executive resigns or is terminated for
cause prior to January 1, 1997.
(3) These SARs are forfeited if executive resigns or is terminated for
cause prior to January 1, 1998.
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION /SAR VALUES
The following table summarizes the options and SARs exercised in
the last fiscal year and the value of unexercised options and SARs held at year
end by persons named in the Summary Compensation Table.
<TABLE>
<CAPTION>
====================================================================================================================================
Number of Shares Underlying Value of Unexercised In-the-
Shares Acquired Unexercised Options/SARS Money Options/SARs
on at FY-End (#) at FY-End ($)
------------------------------------ --------------------------------
Name Exercise (#) Value Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Rudy E. Schupp 0 $0 37,568 500,000 $201,740 $0
Richard J. Haskins 0 $0 22,800 200,000 $122,435 $0
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
SECURITY OWNERSHIP
The following table sets forth, as of February 20, 1996, the number of
shares of the Company's Common Stock beneficially owned by each nominee for the
board of directors, the directors remaining
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<PAGE>
in office, each person named in the Summary Compensation Table, all directors
and executive officers as a group and each beneficial owner known to the Company
of 5% or more of the Common Stock. Except otherwise indicated, each individual
named has sole investment and voting power with respect to the shares shown.
<TABLE>
<CAPTION>
=============================================================================================================================
Amount and nature of Percent of
Title of Class Name of Beneficial Owner Beneficial Ownership Class
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common H. Gearl Gore 142,424 (2)(3)(4)(5) 2.1%
- -----------------------------------------------------------------------------------------------------------------------------
Common Richard J. Haskins 73,289 (3)(4) 1.1%
- -----------------------------------------------------------------------------------------------------------------------------
Common Lennart E. Lindahl 131,032 (1)(2)(3)(4)(5) 1.9%
- -----------------------------------------------------------------------------------------------------------------------------
Common Richard C. Rathke 140,599 (2)(3)(4)(5) 2.0%
- -----------------------------------------------------------------------------------------------------------------------------
Common Rudy E. Schupp 114,285 (3)(4)(6) 1.7%
- -----------------------------------------------------------------------------------------------------------------------------
Common Victor Siegel, M.D. 272,909 (1)(2)(3) 4.0%
- -----------------------------------------------------------------------------------------------------------------------------
Common William F. Spitznagel 293,650 (1)(2)(3)(4)(5) 4.3%
- -----------------------------------------------------------------------------------------------------------------------------
Common Bruce E. Wiita, M.D. 137,325 (2)(3)(4)(5) 2.0%
- -----------------------------------------------------------------------------------------------------------------------------
Common William Wolfson 11,382 (1)(2) 0.2%
- -----------------------------------------------------------------------------------------------------------------------------
Common All Directors and Executive Officers as a Group (11 1,320,845 (7) 18.4%
persons)
- -----------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Includes 4,940, 3,703, 2,468 and 659 shares issuable upon conversion of the Company's Series A Convertible Preferred Stock,
at a conversion price of $4.05, for Lindahl, Siegel, Spitznagel and Wolfson, respectively.
(2) Includes 5,250 shares issuable upon the exercise of options, at an exercise price of $3.33 per share.
(3) Includes 12,128 shares issuable upon exercise of options, at an exercise price of $2.48 per share.
(4) Includes 10,672 shares issuable upon exercise of options, at an exercise price of $2.62 per share.
(5) Includes 27,536 shares issuable upon exercise of warrants, at an exercise price of $5.00 per share.
(6) Includes 14,768 shares issuable upon exercise of options, at an exercise price of $2.50 per share.
(7) Includes Convertible Preferred Stock, options and warrants for 367,756 shares of Common Stock. Actual Common Stock owned
is 12.6% of the total outstanding.
</TABLE>
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<PAGE>
STOCK PERFORMANCE
Setforth below is a five-year comparison of the total shareholder
return of the Company with both a broad equity market index and a
peer group. The table assumes $100 was invested on December
31, 1990 and shows the cumulative total return as of each
December 31 thereafter.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL
RETURN* Among Republic Security Financial Corporation, the
Russell 2000 Index,
The Thrifts Peer Group and the Commercial Banks Peer Group
<TABLE>
<CAPTION>
====================================================================================================================================
December 31,
1990 1991 1992 1993 1994 1995
- ------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Republic Security Financial Corp. $100 $170 158 192 198 271
Commercial Banks Peer Group 100 97 133 185 192 277
Thrifts Peer Group 100 117 173 268 286 399
Russell 2000 100 146 176 206 202 260
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* $100 invested on 12/31/90 in stock or index-including reinvestment of dividends
</TABLE>
The board equity market index used was the Russell 2000 and the peer group
represents publicly traded commercial banks with asset size between $285,000,000
and $350,000,000 at December 31, 1995. Also, presented is the peer group of
publicly traded thrifts with asset size between $260,000,000 and $300,000,000 at
December 31, 1995, which represents the Company's peer group in the prior year.
The peer company groups are as follows:
<TABLE>
<CAPTION>
=============================================================================================================================
COMMERCIAL BANKS THRIFTS
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
First City Bancorp, Inc. First Banks America, Inc. WFS Bancorp, Inc. Washington Savings Bank, FSB
American Bancorporation Indiana United Bancorp Covenant Bank for Savings Mid Continent Bancshares, Inc.
Aspen Bancshares, Inc. Heritage Bancorp, Inc. Lawrence Savings Bank Glenway Financial Corp.
First Charter Corporation Centennial Bancorp NHS Financial, Inc. Jefferson Bancorp, Inc.
Granite State Bankshares,Inc First Bancorp Financial Security Corp. Portsmouth Bank Shares
Professional Bancorp First Colonial Group, Inc. Fidelity Bancorp, Inc. Chester Valley Bancorp. Inc.
Community Banks, Inc. Westport Bancorp, Inc. Kentucky Enterprise Bancorp First Midwest Financial, Inc.
ABC Bancorp BNH Bankshares, Inc. First Keystone Financial F.F.O. Financial Group, Inc.
Peoples BancTrust Co. 1st United Bancorp Peoples Bancorp United Federal Savings Bank
Sun Bancorp, Inc. Alabama National BanCorp. Fidelity Federal Bancorp
Sierra Tahoe Bancorp First Banking Co. of SE GA Harleysville Savings Bank
CU Bancorp State Financial Services
S.Y. Bancorp, Inc. Wainwright Bank & Trust Co.
Eldorado Bancorp
Independence Bancorp, Inc.
CFB Bancorp, Inc.
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
MANAGEMENT INDEBTEDNESS TO THE BANK
===============================================================================================================================
Largest Amount
Outstanding During
the nine months ended Balance December
Officer and/or Director Purpose December 31, 1995 31, 1995 Interest Rate
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
H. Gearl Gore 1 $178,651 $174,889 4.12 %
- -------------------------------------------------------------------------------------------------------------------------------
H. Gearl Gore 1 42,421 38,398 10.50
- -------------------------------------------------------------------------------------------------------------------------------
H. Gearl Gore 2 40,000 39,765 9.50
- -------------------------------------------------------------------------------------------------------------------------------
H. Gearl Gore 3 30,000 15,576 9.25
- -------------------------------------------------------------------------------------------------------------------------------
Gulfstream Exterminating (Gore) 3 3,992 2,000 10.50
- -------------------------------------------------------------------------------------------------------------------------------
Gulfstream Exterminating (Gore) 3 7,000 4,611 10.50
- -------------------------------------------------------------------------------------------------------------------------------
Richard J. Haskins 2 22,243 21,433 9.50
- -------------------------------------------------------------------------------------------------------------------------------
Richard J. Haskins 2 30,000 30,000 8.50
- -------------------------------------------------------------------------------------------------------------------------------
Lennart Lindahl 2 100,000 95,909 9.50
- -------------------------------------------------------------------------------------------------------------------------------
Rudy E. Schupp 1 25,000 22,029 9.50
- -------------------------------------------------------------------------------------------------------------------------------
Rudy E. Schupp 2 44,957 19,061 9.50
- -------------------------------------------------------------------------------------------------------------------------------
Victor Siegel 2 144,972 131,361 9.50
- -------------------------------------------------------------------------------------------------------------------------------
Victor Siegel 2 9,758 4,127 7.75
- -------------------------------------------------------------------------------------------------------------------------------
Victor Siegel 2 60,900 54,538 9.50
- -------------------------------------------------------------------------------------------------------------------------------
Bruce Wiita 2 55,827 43,160 10.50
- -------------------------------------------------------------------------------------------------------------------------------
Devmed Group, Inc. (Wiita) 3 200,000 200,000 9.50
- -------------------------------------------------------------------------------------------------------------------------------
<FN>
1 - Personal Residence
2 - Consumer
3 - Business
</TABLE>
All extensions of credit to officers, directors and employees of the
Company and its subsidiaries are made based on the same underwriting guidelines
used for extensions of credit to the general public.
OTHER MATTERS
In order for shareholder proposals to be included in the
Company's 1997 proxy statement, such proposals must be received by the Company
no later than November 29, 1996, and must otherwise be in compliance with
applicable Securities and Exchange Commission regulations.
A copy of the Company's Annual Report to Shareholders for the
nine months ended December 31, 1995, including financial statements, is being
mailed to shareholders together with this proxy statement and the accompanying
proxy.
The cost of furnishing the Annual Report and of making this proxy
solicitation is being borne by the Company. In addition to the solicitation of
proxies by mail, directors, officers and employees of the Company or the Bank
may, without additional compensation, solicit proxies personally or by other
appropriate means. Arrangements may also be made with brokerage firms, banks and
other custodians, nominees and fiduciaries for the forwarding of proxy
solicitation materials to, and the obtaining of proxies from, beneficial owners
of the Common Stock held of record by such entities or persons. The Company will
reimburse such entities and persons for their reasonable expenses incurred in
that regard.
11
<PAGE>
Ernst & Young has acted as the Company's independent auditors for
the nine months ended December 31, 1995. The Audit Committee has not met to
select independent auditors for the current year. Representatives from Ernst &
Young are expected to be present at the Annual Meeting, whereby they will have
the opportunity to make a statement if they so desire, and will be available to
respond to appropriate questions from shareholders.
Management knows of no other business to be presented at the
Annual Meeting. Should additional business properly come before the Annual
Meeting, the persons acting as the proxies will have discretion to vote in
accordance with their own judgment on such business.
By Order of the Board of Directors
R. E. Schupp
Chairman of the Board
West Palm Beach, Florida
March 29, 1996
12
