<PAGE> 1
SCHEDULE 14A INFORMATION
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 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SS.240.14a-11(c) oR SS.240.14a-12
- --------------------------------------------------------------------------------
BIG LAKE FINANCIAL CORPORATION
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
EDWIN E. WALPOLE, III
(Name of Persons(s) Filing Proxy Statement)
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 0-11:1
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
1 Set forth the amount on which the filing fee is calculated and state how
it was determined:
[ ] 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> 2
BIG LAKE FINANCIAL CORPORATION
February 25, 1999
TO THE SHAREHOLDERS OF
BIG LAKE FINANCIAL CORPORATION
You are cordially invited to attend the 1999 Annual Meeting of
Shareholders of Big Lake Financial Corporation which will be held at the office
of Big Lake National Bank, 1409 South Parrott Avenue, Okeechobee, FL 34974, on
Thursday, March 18, 1999 beginning at 4:00 P.M.
At the 1999 Annual Meeting you will be asked to consider and vote upon
the election of three directors to serve until the Annual Meeting of
Shareholders in 2002 and one director to serve until the Annual Meeting of
Shareholders in 2000. Shareholders also will consider and vote upon such other
or further business as may properly come before the 1999 Annual Meeting and any
adjournment or postponement thereof.
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.
We want to thank you for your support during the past year. If you
have any questions about the Proxy Statement, please do not hesitate to call
us.
Sincerely,
/s/ Edwin E. Walpole, III
--------------------------------
Edwin E. Walpole, III
Chairman of the Board
<PAGE> 3
BIG LAKE FINANCIAL CORPORATION
1409 SOUTH PARROTT AVENUE
OKEECHOBEE, FL 34974
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 18, 1999
Notice is hereby given that the 1999 Annual Meeting of Shareholders of
Big Lake Financial Corporation (the "Holding Corporation") will be held at the
office of Big Lake National Bank, 1409 South Parrott Avenue, Okeechobee, FL
34974, on Thursday, March 18, 1999, at 4:00 P.M. ("1999 Annual Meeting"), for
the following purposes:
1. Elect Directors. To elect three directors to serve until the Annual
Meeting of Shareholders in 2002 and one director to serve until the Annual
Meeting of Shareholders in 2000.
2. Other Business. To transact such other or further business as may
properly come before the 1999 Annual Meeting and any adjournment or
postponement thereof.
Only shareholders of record at the close of business on February 19,
1999, are entitled to notice of and to vote at the 1999 Annual Meeting or any
adjournment or postponement thereof. All shareholders, whether or not they
expect to attend the 1999 Annual Meeting in person, are requested to complete,
date, sign and return the enclosed proxy to the Holding Corporation in the
accompanying envelope. The proxy may be revoked by the person executing the
proxy at any time before it is exercised by filing with the Secretary of the
Holding Corporation an instrument of revocation or a duly executed proxy
bearing a later date, or by electing to vote in person at the 1999 Annual
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Edwin E. Walpole, III
----------------------------------
Edwin E. Walpole, III
February 25, 1999 Chairman of the Board
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY TO REGISTRAR AND TRANSFER COMPANY IN THE ENVELOPE PROVIDED WHETHER OR
NOT YOU PLAN TO ATTEND THE 1999 ANNUAL MEETING. IF YOU ATTEND THE MEETING, YOU
MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR
PROXY.
<PAGE> 4
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
BIG LAKE FINANCIAL CORPORATION
TO BE HELD ON
MARCH 18, 1999
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the shareholders of Big
Lake Financial Corporation (the "Holding Corporation") in connection with the
solicitation of proxies by the Board of Directors of the Holding Corporation
from holders of the outstanding shares of the $.01 par value common stock of
the Holding Corporation ("Holding Corporation Common Stock") for use at the
Annual Meeting of Shareholders of the Holding Corporation to be held on
Thursday, March 18, 1999, and at any adjournment or postponement thereof ("1999
Annual Meeting"). The 1999 Annual Meeting is being held to (i) elect three
directors to serve until the Annual Meeting of Shareholders in 2002 and one
director to serve until the Annual Meeting of Shareholders in 2000, and (ii)
transact such other or further business as may properly come before the 1999
Annual Meeting and any adjournment or postponement thereof. The Board of
Directors of the Holding Corporation knows of no other business that will be
presented for consideration at the 1999 Annual Meeting other than the matters
described in this Proxy Statement. This Proxy Statement is dated February 25,
1999, and it and the accompanying notice and form of proxy are first being
mailed to the shareholders of the Holding Corporation on February 26, 1999.
The principal executive offices of the Holding Corporation are located
at 1409 South Parrott Avenue, Okeechobee, FL 34974. The telephone number of the
Holding Corporation at such offices is (941) 467-4663.
RECORD DATE, SOLICITATION AND REVOCABILITY OF PROXIES
The Board of Directors of the Holding Corporation has fixed the close
of business on February 19, 1999, as the record date for the determination of
the Holding Corporation shareholders entitled to notice of and to vote at the
1999 Annual Meeting. Accordingly, only holders of record of shares of the
Holding Corporation Common Stock at the close of business on such date will be
entitled to vote at the 1999 Annual Meeting. At the close of business on such
date, there were 490,001 shares of the Holding Corporation Common Stock
outstanding and entitled to vote held by approximately 562 shareholders of
record. Holders of the Holding Corporation Common Stock are entitled to one
vote on each matter considered and voted upon at the 1999 Annual Meeting for
each share of Holding Corporation Common Stock held of record at the close of
business on February 19, 1999. The affirmative vote of the holders of a
majority of shares of Holding Corporation Common
<PAGE> 5
Stock represented and entitled to vote at the 1999 Annual Meeting at which a
quorum is present is required for approval of each matter submitted to a vote
of shareholders.
Shares of the Holding Corporation Common Stock represented by a
properly executed proxy, if such proxy is received prior to the vote at the
1999 Annual Meeting and not revoked, will be voted at the 1999 Annual Meeting
in accordance with the instructions indicated in such proxy. IF NO INSTRUCTIONS
ARE INDICATED, SUCH SHARES OF THE HOLDING CORPORATION COMMON STOCK WILL BE
VOTED FOR THE ELECTION AS DIRECTORS OF THE HOLDING CORPORATION OF THE FOUR
NOMINEES LISTED BELOW, AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD
OF DIRECTORS AS TO ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE 1999
ANNUAL MEETING.
A shareholder who has given a proxy may revoke it at any time prior to
its exercise at the 1999 Annual Meeting by either (i) giving written notice of
revocation to the Secretary of the Holding Corporation, (ii) properly
submitting to the Secretary of the Holding Corporation a duly executed proxy
bearing a later date, or (iii) appearing in person at the 1999 Annual Meeting
and voting in person. All written notices of revocation or other communications
with respect to revocation of proxies should be addressed as follows: Big Lake
Financial Corporation, 1409 South Parrott Avenue, Okeechobee, FL 34974,
Attention: Joe G. Mullins.
A copy of the 1998 Annual Report to Shareholders, including financial
statements for the year ended December 31, 1998, accompanies this Proxy
Statement.
2
<PAGE> 6
ELECTION OF DIRECTORS
GENERAL
The 1999 Annual Meeting is being held to elect three directors of the
Holding Corporation to serve three-year terms of office and one director to
serve a one-year term of office. The Board of Directors of the Holding
Corporation is divided into three classes, with the terms of office of the
classes ending in successive years. The three members of the Board whose terms
expire at the 1999 Annual Meeting are standing for re-election to a three-year
term expiring at the Annual Meeting of Shareholders in 2002. The President and
Chief Executive Officer of Big Lake National Bank is subject to election as a
director of the Holding Corporation each year and, accordingly is standing for
re-election to a one-year term expiring at the Annual Meeting of Shareholders
in 2000.
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 four 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 other
persons as they may select.
DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ELECTION OF
THE FOUR NOMINEES LISTED BELOW.
The following table sets forth the name of each nominee or director
continuing in office of the Holding Corporation; a description of his or her
position and offices with the Holding Corporation other than as a director, if
any; a brief description of his or her principal occupation and business
experience during at least the last five years; and certain other information
including the director's age and the number of shares of Holding Corporation
Common Stock beneficially owned by the director on February 19, 1999. Each of
the following individuals is also serving as a director of Big Lake National
Bank (the "Bank"), which is wholly-owned subsidiary of the Holding Corporation
(collectively, the "Company"). For information concerning membership on
committees of the Board of Directors, see "ELECTION OF DIRECTORS -- Information
About the Board of Directors and Its Committees."
3
<PAGE> 7
NOMINEE OR DIRECTOR AMOUNT, PERCENTAGE
CONTINUING IN OFFICE, AND NATURE OF
YEAR FIRST ELECTED INFORMATION ABOUT BENEFICIAL OWNERSHIP
A DIRECTOR, AGE AND NOMINEE OR DIRECTOR HOLDING CORPORATION
ADDRESS OF 5% SHAREHOLDER CONTINUING IN OFFICE COMMON STOCK (1)
- -------------------------- --------------------- ---------------------
NOMINEES FOR DIRECTOR
FOR THREE-YEAR TERM
EXPIRING ANNUAL MEETING 2002
John W. Abney, Sr., 1986, 48 Owner, Abney & Abney, Inc. 10,362 (2) (9)
(building contractor) 2.10%
Mary Beth Cooper, 1986, 50 Homemaker 4,524 (9)
.009%
Edwin E. Walpole, III, 1986, 63 Owner, Walpole, Inc. 70,271 (3) (9)
P.O. Box 1177 (transportation company) 14.25%
Okeechobee, FL 34973
FOR ONE-YEAR TERM EXPIRING ANNUAL MEETING
EXPIRING ANNUAL MEETING 2000
Joe G. Mullins, 1988, 59 President, Big Lake 14,185 (9)
National Bank 2.88%
MEMBERS OF THE BOARD OF DIRECTORS
CONTINUING IN OFFICE
TERM EXPIRES ANNUAL MEETING 2000
Curtis S. Fry, 1997, 60 Owner, Fry Hardware Co. 36,806 (4)
111 San Benito & Cane Brake Apts. 7.51%
Clewiston, FL 33440
Thomas A. Smith, 1997, 61 Owner, LaBelle Plant World 13,917 (5)
2.84%
4
<PAGE> 8
TERM EXPIRES ANNUAL MEETING 2001
John B. Boy, Jr., 1997, 45 Accountant/Owner, 3,036 (6)
Boy & Associates .006%
H. Gilbert Culbreth, Jr., 1986, 53 Owner, Gilbert 31,979 (7) (9)
P.O. Box 848 Chevrolet, Inc. 6.48%
Okeechobee, FL 34973-0848
Bobby H. Tucker, 1993, 49 Owner, B. H. Tucker, P.A. 943 (8)
.001%
- --------------------
(1) Information relating to beneficial ownership of Holding Corporation 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 under the Securities Exchange Act of 1934, as
amended. 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. A 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 interest. Accordingly, nominees and
directors continuing in office are named as beneficial owners of shares as
to which they may disclaim any beneficial interest. Except as otherwise
indicated in the notes to this table, directors possessed sole voting and
investment power as to all shares of Holding Corporation Common Stock set
forth opposite their names.
(2) Includes 632 shares held in trust for his children, 577 shares held by a
company owned by him and 5,967 shares held as trustee.
(3) Includes 1,157 shares held by a company owned by him, 35,105 shares held
by his individual retirement account, and 1,129 shares held jointly with
his daughter.
(4) Includes 1,230 shares held jointly with his daughter, 1,230 shares held
jointly with his daughter, 17,583 held by a company owned by him, and 363
shares held jointly with his spouse.
(5) Includes 13,562 shares held jointly with his spouse, and 355 shares held
jointly with his son
(6) Includes 2,681 shares held jointly with his spouse.
(7) Includes 112 shares held jointly with his son, 5,796 shares held by a
company owned by him, 8,953 shares held jointly with his spouse and 284
shares held jointly with his daughter.
(8) Shares held jointly with spouse.
(9) Includes 3,186 shares subject to presently exercisable options.
5
<PAGE> 9
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Holding Corporation held 12 meetings
during the year ended December 31, 1998. All of the directors attended at least
75% of the aggregate total number of meetings of the Board of Directors and
meetings of the committees of the Board on which they serve. The Holding
Corporation's Board of Directors presently has two committees. Certain
information regarding the function of these standing committees, their
membership, and the number of meetings held during 1998 follows:
The entire Board of Directors serves as the Nominating Committee for
the purpose of nominating persons to serve on the Board of Directors. While the
committee will consider nominees recommended by shareholders, it has not
actively solicited recommendations nor established any procedures for this
purpose. The Board held one meeting in its capacity as the Nominating Committee
during 1998.
The Audit Committee reviews the annual audit, reports to the Board
concerning the audit and makes recommendations for improvements, internal
controls, or other items covered by the audit report. The Audit Committee also
directs the activities of the internal audit function. The entire Board of
Directors serves as the members of this committee. The committee held one
meeting during 1998.
The Holding Corporation Board does not have a Compensation Committee
since the Holding Corporation does not pay any compensation or benefits to
officers and employees.
Directors of the Holding Corporation are not paid any fees for
meetings of the Holding Corporation. Directors of Big Lake National Bank are
paid monthly fees of $500, with the Chairman of Big Lake National Bank
receiving $600. Directors of Big Lake National Bank also are paid $100 for each
committee meeting attended.
EXECUTIVE OFFICERS
The following lists the executive officers of the Holding Corporation,
all positions held by them in the Holding Corporation, including the period
each such position has been held, a brief account of their business experience
during the past five years and certain other information including their ages.
Executive officers are appointed annually at the organizational meeting of the
Board of Directors, which follows the Holding Corporation annual meeting of
shareholders, to serve until a successor has been duly elected and qualified or
until his death, resignation, or removal from office. Information concerning
directorships, committee assignments, minor positions and peripheral business
interests has not been included.
6
<PAGE> 10
NAME INFORMATION ABOUT EXECUTIVE OFFICER
Edwin E. Walpole, III President and Chief Executive Officer
of the Holding Corporation and Chairman of the Board
of Big Lake National Bank; Owner, Walpole, Inc.
Joe G. Mullins Executive Vice President and Chief Administrative Officer
of the Holding Corporation and President and Chief
Executive Officer of Big Lake National Bank
MANAGEMENT AND PRINCIPAL STOCK OWNERSHIP
As of February 19, 1999, based on available information, all directors
and executive officers of the Holding Corporation as a group (nine persons)
beneficially owned 186,023 shares of Holding Corporation Common Stock which
constituted 36.77% of the number of shares outstanding at that date.
In addition to Messrs. Culbreth, Fry and Walpole, the following are
the only individuals beneficially owning more than 5% of Holding Corporation
Common Stock on December 31, 1998:
NAME AND ADDRESS AMOUNT - NATURE OF
OF OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
Henry C. Kelly 52,467 10.70%
P. O. Box 176
Okeechobee, FL 34973-00176
Robert L. Mace 44,639 9.119%
c/o Fijian RV Park
6500 Hwy 441 S.
Okeechobee, FL 34974
EXECUTIVE COMPENSATION AND BENEFITS
The following table sets forth all cash compensation for the Holding
Corporation's Executive Vice President and Chief Administrative Officer and
President and Chief Executive Officer of the Bank for services to the Holding
Corporation and the Bank in 1998.
7
<PAGE> 11
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
- ---------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
- -----------------------------------------------------------------------------------------------------------------------------------
Name
and Other Restricted
Principal Annual Stock Options/ LTIP All Other
Position Year Salary Bonus Compensation(1) Award(s) SARs Payouts Compensation(2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joe G. Mullins, 1998 $127,000 $ -0- $7,805 -0- -0- -0- $ -0-
Executive Vice 1997 $105,000 $ -0- $3,381(1) -0- -0- -0- $ -0-
President and Chief 1996 $ 96,000 $ -0- $1,419 -0- -0- -0- $ -0-
Administrative Officer
of the Holding
Corporation and President
and Chief Executive
Officer of the Bank
- -------------------------
</TABLE>
(1) Represents amounts contributed by Big Lake National Bank to Mr. Mullins'
account pursuant to the Big Lake National Bank Profit Sharing Plan, and
amounts attributable to sick pay reimbursement (under a program available
to all employees), and excess life insurance benefits.
Stock Option Plan. The Holding Corporation has a stock option plan.
The plan authorizes the issuance of options for approximately 15,930 shares to
certain Holding Corporation directors. As of December 31, 1998, options
exercisable for an aggregate of approximately 15,930 shares of Holding
Corporation Common Stock were outstanding and held by certain directors at an
exercise price of $10.00 per share. The options terminate June 30, 2001.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARS OPTIONS/SARS
ON VALUE AT FY-END (#) AT FY-END($)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------- ---------------- --------------- ---------------------- ----------------------------
<S> <C> <C> <C> <C>
JOE G. MULLINS --- --- 3,186/-0- $36,288/$-0-
- ------------------------------- ---------------- --------------- ---------------------- ----------------------------
</TABLE>
Profit Sharing Plan. Big Lake National Bank has adopted a 401(k)
Profit Sharing Plan. Employees are eligible to participate after meeting
certain length of service requirements. Each year,
8
<PAGE> 12
participants may elect to defer up to 15% of compensation instead of receiving
that amount in cash. Big Lake National Bank may contribute a percentage amount
provided that only salary reductions up to 6% of compensation will be
considered. Big Lake National Bank also may contribute a discretionary amount.
Amounts deferred by participants are fully vested. Contributions by Big Lake
National Bank vest based upon percentage amounts of 20% to 100% over three to
seven years of service.
CERTAIN TRANSACTIONS
The Bank has outstanding loans to certain of its directors, executive
officers, their associates and members of the immediate families of such
directors and executive officers. These loans were made in the ordinary course
of business, were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with persons not affiliated with the Bank and did not involve more
than the normal risk of collectibility or present other unfavorable features.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of shareholders of the Holding Corporation intended to be
presented at the 2000 Annual Meeting of Shareholders must be received by the
Holding Corporation at its principal executive offices on or before December 1,
1999, in order to be included in the Holding Corporation's Proxy Statement and
form of proxy relating to the 2000 Annual Meeting of Shareholders.
SECTION 16(A) REPORTING REQUIREMENTS
Under Section 16(a) of the Securities Exchange Act of 1934, directors
and executive officers of the Holding Corporation, and persons who beneficially
own more than 10% of Holding Corporation Stock, are required to make certain
filings on a timely basis with the Securities and Exchange Commission.
Reporting persons are required by SEC regulations to furnish the Holding
Corporation with copies of all Section 16(a) forms filed by them. Based on its
review of the copies of Section 16(a) forms received by it, and on written
representations from reporting persons concerning the necessity of filing a
Form 5 - Annual Statement of Changes in Beneficial Ownership, the Company
believes that, during 1998, all filing requirements applicable to reporting
persons were met except that Mr. Joe G. Mullins did not report three
transactions (involving the purchase of 741 shares) in a timely manner, and Mr.
H. Gilbert Culbreth, Jr. did not report three transactions (involving the
purchase of 13,932 shares) in a timely manner. Messrs. Mullins and Culbreth
identified this error and filed an amended report covering the transaction on
February 2, 1999. Neither of Messrs. Mullins nor Culbreth have sold any shares
of Holding Corporation Common Stock since the Holding Corporation was formed in
1986.
9
<PAGE> 13
INDEPENDENT PUBLIC ACCOUNTANTS
Consistent with past practice, the Board of Directors has determined
to defer the selection of independent public accountants to audit the
consolidated financial statements of the Holding Corporation for the current
year ending December 31, 1999 until the latter part of 1999. Stevens, Thomas,
Schemer & Sparks, P.A. has served as independent public accountants for the
Holding Corporation and the Bank since 1992. The Board does not anticipate that
a representative of Stevens, Thomas, Schemer & Sparks, P.A. will be present at
the 1999 Annual Meeting.
OTHER INFORMATION
PROXY SOLICITATION
The cost of soliciting proxies for the 1999 Annual Meeting will be
paid by the Company. In addition to solicitation by use of the mail, proxies
may be solicited by directors, officers, and employees of the Company in person
or by telephone, telegram or other means of communication. Such directors,
officers and employees will not be additionally compensated, but may be
reimbursed for out-of-pocket expenses incurred in connection with such
solicitation. Arrangements also will be made to furnish copies of proxy
materials to custodians, nominees, fiduciaries and brokerage houses for
forwarding to beneficial owners of the Holding Corporation Common Stock. Such
persons will be paid for reasonable expenses incurred in connection with such
services.
MISCELLANEOUS
Management of the Holding Corporation does not know of any matters to
be brought before the 1999 Annual Meeting other than those described in this
Proxy Statement. If any other matters properly come before the 1999 Annual
Meeting, the persons named as proxies in the enclosed form of proxy and acting
thereunder will vote on such matters in accordance with the recommendation of
the Board of Directors.
Upon the written request of any person whose proxy is solicited by
this Proxy Statement, the Holding Corporation will furnish to such person
without charge (other than for exhibits) a copy of the Holding Corporation's
Annual Report on Form 10-KSB for its fiscal year ended December 31, 1998,
including financial statements and schedules thereto, as filed with the
Securities and Exchange Commission. Written requests may be made to Big Lake
Financial Corporation, 1409 South Parrott Avenue, Okeechobee, FL 34974,
Attention: Joe G. Mullins.
10
<PAGE> 14
APPENDIX
PROXY CARD
REVOCABLE PROXY
BIG LAKE FINANCIAL CORPORATION
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 18, 1999.
The undersigned hereby appoints Bobby H. Tucker and H. Gilbert
Culbreth, Jr., or either of them with individual power of substitution, proxies
to vote all shares of the Common Stock of Big Lake Financial Corporation (the
"Holding Corporation") which the undersigned may be entitled to vote at the
Annual Meeting of Shareholders to be held at the office of Big Lake National
Bank, 1409 South Parrott Avenue, Okeechobee, FL 34974, on Thursday, March 18,
1999, at 4:00 P.M., and at any adjournment thereof.
SAID PROXIES WILL VOTE ON THE PROPOSAL SET FORTH IN THE NOTICE OF
ANNUAL MEETING AND PROXY STATEMENT AS SPECIFIED ON THIS CARD. IF A VOTE IS NOT
SPECIFIED, SAID PROXIES WILL VOTE IN FAVOR OF THE ELECTION OF THE FOUR
DIRECTORS LISTED BELOW. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE ANNUAL
MEETING, SAID PROXIES WILL VOTE ON SUCH MATTERS IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
1. ELECTION OF DIRECTORS
FOR AGAINST ABSTAIN
[ ] [ ] [ ] John W. Abney, Sr.
[ ] [ ] [ ] Mary Beth Cooper
[ ] [ ] [ ] Joe G. Mullins
[ ] [ ] [ ] Edwin E. Walpole, III
<PAGE> 15
PLEASE MARK, SIGN BELOW, DATE AND RETURN
THIS PROXY PROMPTLY IN THE ENVELOPE
FURNISHED.
Please sign exactly as name appears on
your stock certificate. When shares are
held by joint tenants, both should sign.
When signing as attorney, as executor,
administrator, trustee or guardian, please
give full title as such. If a corporation,
please sign in full corporate name by
President or other authorized officer. If
a partnership, please sign in partnership
name by authorized person.
SHARES
------------------------------------
DATED: , 1999
------------------------------
-------------------------------------------
Signature
-------------------------------------------
Signature if held jointly
-------------------------------------------
Please print or type your name
[ ] Please mark here if you intend to attend the 1999 Annual Meeting of
Shareholders.
