<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, 2000
TO THE SHAREHOLDERS OF
BIG LAKE FINANCIAL CORPORATION
You are cordially invited to attend the 2000 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 16, 2000 beginning at 4:00 P.M.
At the 2000 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 2003 and one director to serve until the Annual Meeting of
Shareholders in 2001. Shareholders also will consider and vote upon such other
or further business as may properly come before the 2000 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,
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 16, 2000
Notice is hereby given that the 2000 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 16, 2000, at 4:00 P.M. ("2000 Annual Meeting"), for
the following purposes:
1. Elect Directors. To elect three directors to serve until the Annual
Meeting of Shareholders in 2003 and one director to serve until the Annual
Meeting of Shareholders in 2001.
2. Other Business. To transact such other or further business as may
properly come before the 2000 Annual Meeting and any adjournment or postponement
thereof.
Only shareholders of record at the close of business on February 18,
2000, are entitled to notice of and to vote at the 2000 Annual Meeting or any
adjournment or postponement thereof. All shareholders, whether or not they
expect to attend the 2000 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 2000 Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Edwin E. Walpole, III
February 25, 2000 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 2000 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 16, 2000
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
16, 2000, and at any adjournment or postponement thereof ("2000 Annual
Meeting"). The 2000 Annual Meeting is being held to (i) elect three directors to
serve until the Annual Meeting of Shareholders in 2003 and one director to serve
until the Annual Meeting of Shareholders in 2001, and (ii) transact such other
or further business as may properly come before the 2000 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 2000 Annual Meeting other than the matters described in this Proxy
Statement. This Proxy Statement is dated February 25, 2000, and it and the
accompanying notice and form of proxy are first being mailed to the shareholders
of the Holding Corporation on February 25, 2000.
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 (863) 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 18, 2000, as the record date for the determination of
the Holding Corporation shareholders entitled to notice of and to vote at the
2000 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 2000 Annual Meeting. At the close of business on such
date, there were 511,729 shares of the Holding Corporation Common Stock
outstanding and entitled to vote held by approximately 555 shareholders of
record. Holders of the Holding Corporation Common Stock are entitled to one vote
on each matter considered and voted upon at the 2000 Annual Meeting for each
share of Holding Corporation Common Stock held of record at the close of
business on February 18, 2000. The affirmative vote of the holders of a majority
of shares of Holding Corporation Common Stock represented and entitled to vote
at the 2000 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 2000
Annual Meeting and not revoked, will be voted at the 2000 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 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 2000 ANNUAL MEETING.
A shareholder who has given a proxy may revoke it at any time prior to
its exercise at the 2000 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)
<PAGE> 5
appearing in person at the 2000 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 1999 Annual Report to Shareholders, including financial
statements for the year ended December 31, 1999, accompanies this Proxy
Statement.
ELECTION OF DIRECTORS
GENERAL
The 2000 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 2000 Annual Meeting are standing for re-election to a three-year
term expiring at the Annual Meeting of Shareholders in 2003. 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
2001.
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 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 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 18, 2000. 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."
2
<PAGE> 6
<TABLE>
<CAPTION>
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 OF HOLDING CORPORATION
ADDRESS OF 5% SHAREHOLDER CONTINUING IN OFFICE COMMON STOCK (1)
- -------------------------- -------------------- ----------------------
<S> <C> <C>
NOMINEES FOR DIRECTOR
FOR THREE-YEAR TERM
EXPIRING ANNUAL MEETING 2003
Robert E. Coker, 1999, 41 Vice President of Community & Government 100
Affairs, U.S. Sugar Corporation .00019%
Curtis S. Fry, 1997, 61 Owner, Fry Hardware Co. & Cane Brake 40,166 (2)
111 San Benito Apts. 7.750%
Clewiston, FL 33440
Thomas A. Smith, 1997, 63 Owner, LaBelle Plant World 14,314 (3)
2.761%
FOR ONE-YEAR TERM EXPIRING ANNUAL MEETING
EXPIRING ANNUAL MEETING 2001
Joe G. Mullins, 1988, 60 President, Big Lake National Bank; 14,692
Executive Vice President, Big Lake 2.834%
Financial Corporation
MEMBERS OF THE BOARD OF DIRECTORS
CONTINUING IN OFFICE
TERM EXPIRES ANNUAL MEETING 2001
John B. Boy, Jr., 1997, 46 Accountant/Owner, Boy, Miller, Kisker, 3,111 (5)
& Perry, P.A. .006%
H. Gilbert Culbreth, Jr., 1986, 54 Owner, Gilbert Chevrolet Company, Inc. 41,893 (6)
P.O. Box 848 8.083%
Okeechobee, FL 34973-0848
Bobby H. Tucker, 1993, 50 Owner, B. H. Tucker, P.A. 966 (7)
.002%
TERM EXPIRES ANNUAL MEETING 2002
John W. Abney, Sr., 1986, 49 Owner, Abney & Abney Construction, Inc. 10,618 (8)
(building contractor) 2.048%
Mary Beth Cooper, 1986, 51 Homemaker 4,636 (4)
.009%
Edwin E. Walpole, III, 1986, 64 Owner, Walpole, Inc. 73,699 (9) (4)
P. O. Box 1177 (transportation company) 14.220%
Okeechobee, FL 34973-1177
</TABLE>
3
<PAGE> 7
- -----------------
(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 1,807 shares held jointly with his daughter, 1,807 shares held
jointly with his daughter, 18,022 held by a company owned by him, and 372
shares held jointly with his spouse. Mr. Fry is Ms. Cooper's brother.
(3) Includes 13,951 shares held jointly with his spouse, and 363 shares held
jointly with his son
(4) Includes 3,265 shares subject to presently exercisable options.
(5) Includes 3,111 shares held jointly with his spouse.
(6) Includes 114 shares held jointly with his son, 5,940 shares held by a
company owned by him, 12,441 shares held jointly with his spouse and 291
shares held jointly with his daughter.
(7) Shares held jointly with spouse.
(8) Includes 646 shares held in trust for his children, 591 shares held by a
company owned by him and 9,431 shares held as trustee.
(9) Includes 1,185 shares held by a company owned by him, 36,510 shares held by
his individual retirement account, and 1,157 shares held jointly with his
daughter.
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, 1999. 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 1999 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 two meetings in its capacity as the Nominating Committee
during 1999.
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 1999.
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.
4
<PAGE> 8
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 $600, with the Chairman of Big Lake National Bank receiving $700.
Directors of Big Lake National Bank also are paid $150 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.
<TABLE>
<CAPTION>
NAME INFORMATION ABOUT EXECUTIVE OFFICER
- ---- -----------------------------------
<S> <C>
Edwin E. Walpole, III President and Chief Executive Officer, Chairman of the Board 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
</TABLE>
MANAGEMENT AND PRINCIPAL STOCK OWNERSHIP
As of February 18, 2000, based on available information, all directors
and executive officers of the Holding Corporation as a group (10 persons)
beneficially owned 204,195 shares of Holding Corporation Common Stock which
constituted 39.40% 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, 1999:
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT - NATURE OF
OF OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
---------------- -------------------- ----------------
<S> <C> <C>
Henry C. Kelly 48,777 9.411%
P. O. Box 176
Okeechobee, FL 34973-00176
Estate of Robert L. Mace 41,001 7.911%
c/o Michael Shiver, Pers. Rep.
Post Office Box 2048
Belle Glade, FL 33430
</TABLE>
5
<PAGE> 9
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 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
Name --------------------------------------------------------------------------------------
and Other Restricted Stock
Principal Annual Options/Award(s) LTIP All Other
Position Year Salary Bonus Compensation (1) SARs Payouts Compensation
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joe G. Mullins, 1999 $ 133,350 $ -0- $ 16,802 -0- -0- -0- $ -0-
Executive Vice 1998 $ 127,000 $ -0- $ 15,105 -0- -0- -0- $ -0-
President and Chief 1997 $ 105,000 $ -0- $ 8,906 -0- -0- -0- $ -0-
Administrative Officer
of the Holding
Corporation and President
and Chief Executive
Officer of the Bank
- -----------------
</TABLE>
(1) Represents director fees, 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.
Employment Agreement. The Holding Corporation and the Bank have entered
into an Employment Agreement with Joe G. Mullins. During 1999, an annual salary
of $133,350 was paid to Mr. Mullins. The agreement includes provisions for the
grant of stock options based upon agreed upon goals including return on average
assets, and growth in average loans and deposits. The agreement is subject to
annual renewal at the end of each year, and also is terminable by the Holding
Corporation for cause, as defined in the agreement. Generally, the agreement
also provides that the Executive cannot be employed in the banking business in
Okeechobee County, Florida during the two year period following the termination
of his employment as a result of his resignation (except following a Change in
Ownership as defined in the agreement) or for cause. In the event a Change in
Ownership occurs, stock options in the agreement will be deemed earned and if
the Executive's employment is terminated without cause within the one year
period either before a Change in Ownership (or his duties are significantly
reduced or his title changed) or following a Change in Ownership (subject to
certain exceptions), he is entitled to receive a payment equal to one year
salary, title to the automobile provided by the Bank to him, and a paid-up life
insurance policy.
Stock Option Plan. The Holding Corporation has a stock option plan. The
plan authorizes the issuance of options for approximately 13,060 shares to
certain Holding Corporation directors. As of December 31, 1999, options
exercisable for an aggregate of approximately 13,060 shares of Holding
Corporation Common Stock were outstanding and held by certain directors at an
exercise price of $8.42 per share. The options terminate June 30, 2001.
6
<PAGE> 10
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARs OPTIONS/SARs
ON VALUE AT FY-END (#) AT FY-END($)
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
JOE G. MULLINS -0- -0- 3,265/-0- $54,125/$-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, 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 2001 ANNUAL MEETING
Proposals of shareholders of the Holding Corporation intended to be
presented at the 2001 Annual Meeting of Shareholders must be received by the
Holding Corporation at its principal executive offices on or before December 1,
2000, in order to be included in the Holding Corporation's Proxy Statement and
form of proxy relating to the 2001 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
1999, all filing requirements applicable to reporting persons were met.
7
<PAGE> 11
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, 2000 until the latter part of 2000. Stevens, Sparks & Company, P.A.
(formerly 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, Sparks & Company,
P.A. will be present at the 2000 Annual Meeting.
OTHER INFORMATION
PROXY SOLICITATION
The cost of soliciting proxies for the 2000 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 2000 Annual Meeting other than those described in this
Proxy Statement. If any other matters properly come before the 2000 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, 1999, 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.
8
<PAGE> 12
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 16, 2000.
The undersigned hereby appoints H. Gilbert Culbreth, Jr. and John B.
Boy, 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 16,
2000, 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 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
[ ] [ ] [ ] Robert E. Coker
[ ] [ ] [ ] Curtis S. Fry
[ ] [ ] [ ] Thomas A. Smith
[ ] [ ] [ ] Joe G. Mullins
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: ___________, 2000
___________________________________ ____________________________________
Signature Signature if held jointly
___________________________________
Please print or type your name
[ ] PLEASE MARK HERE IF YOU INTEND TO ATTEND THE 2000 ANNUAL MEETING OF
SHAREHOLDERS.
- -------------------------------------------------------------------
PLEASE RETURN YOUR SIGNED PROXY TO:
BIG LAKE FINANCIAL CORPORATION
1409 SOUTH PARROTT AVENUE
OKEECHOBEE, FLORIDA 34974
ATTN: JOE G. MULLINS
EXECUTIVE VICE PRESIDENT AND CHIEF ADMINISTRATIVE OFFICER
- -------------------------------------------------------------------
