<PAGE>
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 [X] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PORT ST. LUCIE NATIONAL BANK
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--Enter Company Name Here--
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] 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 ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------
(5) Total fee paid:
$125
--------------------------------------------------------------------------
[_] 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:
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(4) Date Filed:
Notes:
<PAGE>
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TO: SHAREHOLDERS OF PORT ST. LUCIE NATIONAL BANK HOLDING CORP.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Port St.
Lucie National Bank Holding Corp. (the "Company") will be held at the St. Lucie
West Office of the Bank at 1100 S.W. St. Lucie West Boulevard, Port St. Lucie,
Florida, on Monday, April 22, 1996 at 7:00 P.M. (local time), to consider and
vote upon the following proposals:
1. Election of three directors for terms of three years;
2. Ratification of the selection of KPMG Peat Marwick LLP as the
independent auditors of the Company for the year ending December
31, 1996; and
3. Transaction of such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on March 1, 1996 as
the record date for the determination of the shareholders entitled to notice of,
and to vote at, the meeting and any adjournment or postponement thereof.
Whether or not you plan to attend, please complete, sign, date and return
the proxy promptly in the enclosed envelope so that your shares will be
represented at the Annual Meeting of Shareholders.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ J. HaL Roberts, Jr.
--------------------------------------
J. HAL ROBERTS, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
March 22, 1996
IT IS VERY IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR
NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE VOTE, SIGN
AND DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE. THIS
WILL NOT PREVENT YOU FROM VOTING IN PERSON IF YOU ARE PRESENT AT THE MEETING.
<PAGE>
PROXY STATEMENT
STATEMENT OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders (the "Annual Meeting") of
Port St. Lucie National Bank Holding Corp. (the "Company"), to be held on
Monday, April 22, 1996, at the time and place, and for the purposes, set forth
in the accompanying Notice of Annual Meeting. This Proxy Statement will be
first mailed to shareholders on or about March 22, 1996. The accompanying Proxy
is solicited by and on behalf of the Board of Directors of the Company, and is
revocable at any time prior to its use at the Annual Meeting.
The Company will bear the costs of solicitation. In addition to
solicitation by mail, the Company will request banks, brokers and other
custodians, nominees and fiduciaries to supply proxy material to the beneficial
owners of the Company's Common Stock ("Common Stock") of whom they have
knowledge, and will reimburse them for their expenses in so doing. In addition,
certain directors, officers, and other employees of the Company, not
specifically employed for purposes of solicitation, may solicit proxies, without
additional remuneration therefor, by personal interview, mail, telephone or
telefax.
The principal executive offices of the Company are located at 1100 S.W. St.
Lucie West Boulevard, Port St. Lucie, Florida 34986 and the telephone number is
(407)340-2800.
SHARES OUTSTANDING AND VOTING RIGHTS
Only shareholders of record at the close of business on March 1, 1996, are
entitled to vote at the Annual Meeting. On that date, the Company had issued an
outstanding 739,496 shares of Common Stock. Shareholders are entitled to one
vote per share for each share of Common Stock.
When proxies are returned to the Board of Directors properly signed and
dated, the shares represented thereby will be voted in accordance with each
shareholder's direction. Shareholders are urged to specify their choices by
marking the appropriate boxes on the enclosed proxy card. If no choices are
specified, the shares will be voted FOR the nominees listed on the proxy card
and FOR the ratification of the selection of KPMG Peat Marwick LLP as the
Company's independent auditors for the year ending December 31, 1996. A
shareholder who submits a proxy on the accompanying form may revoke it at any
time before it has been voted at the Annual Meeting by filing with the Secretary
of the Company, 1100 S.W. St. Lucie West Boulevard, Port St. Lucie, Florida
34986, an instrument revoking it or a duly executed proxy bearing a later date.
Although a shareholder may have submitted a proxy, such shareholder may
nevertheless attend the Annual Meeting, revoke the proxy and vote in person.
Shareholders of the Company do not have cumulative voting rights.
The quorum necessary to conduct business at the Annual Meeting consists of
a majority of the total number of votes of the issued and outstanding shares of
Common Stock. The Directors will be elected by a plurality of votes cast by the
shareholders entitled to vote at the Annual Meeting. Selection of KPMG Peat
Marwick LLP as the Company's independent auditors will be ratified if the votes
cast by shareholders at the Annual Meeting favoring the ratification exceed the
votes cast opposing the ratification.
If a quorum is not present at the Annual Meeting, the holders of a majority
of the shares of Common Stock represented, in person or by proxy, at the Annual
Meeting may adjourn such meeting from time to time without further notice. At a
meeting so adjourned and reconvened, at which the requisite quorum is present,
any business may be transacted which could have been transacted at the Annual
Meeting as originally convened.
ELECTION OF DIRECTORS
Three directors will be elected at the Annual Meeting to serve for a term
of three years and until their successors shall have been elected and shall
qualify. It is intended that the persons named in the enclosed form of proxy
will vote for the election of the persons named below (herein called "nominees")
who have been nominated by the Board of Directors.
Each nominee has consented to be named in the Proxy Statement and to serve
as a director if elected. The Board of Directors has no reason to believe that
any of the nominees listed will not be available to serve, but if any nominee
should be or become unable or unwilling to serve, the shares represented by the
proxies received by the Company will be voted for the election of such other
person as director instead of such nominee, as the Board of Directors
recommends.
-1-
<PAGE>
The nominees, Christopher E. Fogal and Ellen J. Guterl have been directors
of the Company since its formation in 1988. Joe Marinaro has been a director of
the Company since 1990. They were nominated and elected to their current three
year term in 1993. The following tables set forth certain information, as of
March 1, 1996, regarding these nominees as well as those directors whose terms
of office continue after the Annual Meeting, and the executive officers of the
Company.
<TABLE>
<CAPTION>
Nominees for Terms Expiring in 1999
Name, Age, and Business Experience Shares Percentage of Outstanding
During Past Five Years Director Since Beneficially Owned/1/ Shares/2/
- ---------------------------------- -------------- --------------------- -------------------------
<S> <C> <C> <C>
Christopher E. Fogal /3/ 1988 24,200 3.2%
Mr. Fogal, age 44, is a certified
public accountant who is the
managing partner of Fogal, Lynch,
Johnson, Long & Co., a St. Lucie
County accounting firm formed in
1990.
Ellen J. Guterl /4/ 1988 24,200 3.2%
Mrs. Guterl, age 55, Vice
Chairperson of the Board of
Directors of the Company and of
Port St. Lucie National Bank (the
"Bank"), has been employed since
1979 as an officer for several
privately owned real estate
companies, including Tropical
Homes Construction, Inc., which
she is President.
Joe Marinaro /5/ 1990 17,883 2.4%
Mr. Marinaro, age 65, has been
President and sole owner of
Atlantic Fruit Company since 1985.
Atlantic Fruit Company is a
wholesale broker for fruit and
vegetables.
DIRECTORS CONTINUING IN OFFICE WHOSE TERMS EXPIRE IN 1998
Jeffrey S. Furst /6/ 1988 50,275 6.6%
Mr. Furst, age 51, is Chairman of
the Board of Directors of the
Company and the Bank, and a real
estate broker and part owner of
Century 21 The Real Estate Center
since 1987.
- -------------------------------
/1/ Includes the number of shares that could be purchased by exercise of
Warrants or Options presently exercisable or exercisable within 60 days from
March 1, 1996. The shares that could be purchased by exercise of Warrants or
Options reflect the stock dividend declared February 15, 1996 in accordance with
the Form of Warrant and the Stock Option Plan. As a result, all shares
beneficially owned reflect the 10% stock dividend declared February 15, 1996.
/2/ As required by SEC rules, any shares not outstanding which are subject to
Warrants or Options are deemed to be outstanding to the extent exercisable
within 60 days, for the purpose of computing the percentage of outstanding
shares owned by a person, but are not deemed to be outstanding for the purpose
of computing the percentage of outstanding shares owned by any other person.
/3/ Includes 121 shares held directly, 11,979 shares held jointly with his
wife, and 12,100 Warrants.
/4/ Includes 12,100 shares held directly and 12,100 Warrants.
/5/ Includes 121 shares directly, 12,100 shares held jointly with his wife,
2,226 shares held in his individual retirement account, and 3,436 shares held
by his wife's individual retirement account, beneficial ownership of which is
disclaimed by Mr. Marinaro.
/6/ Includes 121 shares held directly, 6,050 shares held in his individual
retirement account, 15,004 shares held jointly with his wife and 21,175
Warrants. Also includes 3,327 shares and 4,598 Warrants held by his wife,
beneficial ownership of which is disclaimed by Mr. Furst.
</TABLE>
-2-
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS CONTINUING IN OFFICE WHOSE TERMS EXPIRE IN 1998
Name, Age, and Business Experience Shares Percentage of Outstanding
During Past Five Years Director Since Beneficially Owned/1/ Shares/2/
- ---------------------------------- -------------- --------------------- -------------------------
<S> <C> <C> <C>
Harold H. Goldman /7/ 1988 38,446 5.1%
Mr. Goldman, age 64, a retired
attorney and was formerly the
senior partner in the law firm of
Goldman, Bruning & Mildner, P.A.
in Port St. Lucie since 1975. Mr.
Goldman serves as Bank Secretary.
J. Hal Roberts, Jr. /8/ 1988 56,517 7.3%
Mr. Roberts, age 47, has served as
President and Chief Executive
Officer of the Company since April
1988 and of the Bank since its
inception.
DIRECTORS CONTINUING IN OFFICE WHOSE TERMS EXPIRE IN 1997
Howard L. Bickford /9/ 1988 22,627 3.0%
Mr. Bickford, age 72, has been a
part-time real estate broker since
1989.
Charles E. Bigge /10/ 1988 30,429 4.0%
Mr. Bigge, age 65, has been the
owner and Chairman of the Board of
Custom Air Systems, Inc., an air
conditioning contractor in Port
St. Lucie since 1974.
Raymond L. Isenburg /11/ 1988 21,498 2.9%
Mr. Isenburg, age 52, has been the
Vice President of Applied Science
and Technology at Indian River
Community College since 1991.
From 1986 to 1991, he was Dean of
Vocational Education.
George V. Weston /12/ 1991 43,014 5.8%
Mr. Weston, age 64, has been
President and sole owner of
Marathon Abrasive Company, Inc.
since 1970. Marathon Abrasive
Company manufactures grinding
wheels for use in the steel
industry.
- -----------------------------
/7/ Includes 4,790 shares held directly, 15,104 shares held by his IRA and
18,553.15 Warrants.
/8/ Includes 1,509 shares held directly, 13,857 held jointly with his wife,
4,821 held in his individual retirement account, and 635 shares held in his
wife's individual retirement account, beneficial ownership of which is
disclaimed by Mr. Roberts. Also includes 11,495 Warrants and 24,200 vested
Options.
/9/ Included 121 shares held directly, 11,979 shares held by a trust of which
Mr. Bickford and his wife are the sole trustees for the benefit of Mr.
Bickford's wife, and 10,527 Warrants.
/10/ Includes 121 shares held directly, 1,415 shares held in his individual
retirement account, 6,231 shares held by a trust of which Mr. Bigge is the
sole trustee for the benefit of Mr. Bigge, and 605 shares held by a trust of
which Mr. Bigge is the sole trustee for the benefit of the Customer Air Systems
Inc. Profit Sharing Plan; Mr. Bigge disclaims beneficial ownership of 605 of
these shares. Also includes 6,231 shares held by a trust of which Mr. Bigge's
wife is the sole trustee for the benefit of Mr. Bigge's wife, 1,125 shares held
in his wife's individual retirement account and 14,701.5 Warrants.
/11/ Included 121 shares held directly, 12,577 shares held jointly with his
wife, and 8,800 Warrants.
/12/ Includes 121 shares held directly, 36,632 shares held jointly with his
wife and 6,261.75 Warrants.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
OTHER EXECUTIVE OFFICERS
Name, Age, and Business Experience Shares Percentage of Outstanding
During Past Five Years Director Since Beneficially Owned/1/ Shares/2/
- ---------------------------------- -------------- --------------------- -------------------------
<S> <C> <C> <C>
Randall A. Ezell /13/ 1988 19,871 2.6%
Mr. Ezell, age 45, has been the
Senior Vice President and the Chief
Financial Officer of the Company
since October 1988, and the Chief
Financial Officer and Cashier of
the Bank since April 3, 1989 and
Executive Vice President of the
Bank since April 1, 1995.
All Directors and Executive Officers as 348,960 39.1%
a group (11 persons)3-13
</TABLE>
SECURITY OWNERSHIP OF CERTAIN OWNERS
On March 1, 1996, the following persons owned, of record, or were known by
the Company to own beneficially more than five percent of the Common Stock of
the Company.
<TABLE>
<CAPTION>
Shares Owned Percentage of
Directly Shares Acquirable Outstanding
Name and Address of Beneficial Owner or Indirectly* Within 60 Days* Shares*
- ------------------------------------ --------------- ----------------- -------------
<S> <C> <C> <C>
Jeffrey S. Furst /6/ 24,502 25,773 6.6%
1161 SW Mirror Lake Cove, Port St.
Lucie, Florida
Harold H. Goldman /7/ 19,894 18,552 5.1%
1881 S. Irwin Road, Port St. Lucie,
Florida
J. Hal Roberts, Jr. /8/ 20,822 35,695 7.3%
2401 Dade Road, Fort Pierce, Florida
George V. Weston /12/ 36,753 6,261 5.8%
104 Toteka Circle, Jupiter, Florida
</TABLE>
*Please refer to footnotes on previous pages.
THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
All of the Company's Directors, except George V. Weston, attended more than
75% of the twelve board meetings and the meetings of committees of which he or
she was a member. Mr. Weston attended 65% of the meetings assigned. Certain
directors are appointed by the Chairman each year to serve on the Audit
Committee, Loan Committee, Long Range Planning Committee, Executive Committee,
and Personnel and Compensation Committee. These committees meet periodically
with management and outside professionals to help ensure compliance with
regulations and Board approved policies and procedures.
The Company's Audit Committee is currently comprised of Messrs. Bigge,
Fogal, Goldman and Weston. The Audit Committee met eleven times in 1995. The
purpose of the Audit Committee is to review regulatory reports filed by the
Company, review the Company's publicly issued financial statements, review
internal audit reports, make recommendations to the full Board of Directors
regarding the selection of independent auditors and meet with the Company's
auditors to review the scope of the auditor's work, discuss audit findings and
determine that such auditors believe that the Company's financial statements
fairly reflect, in all material respects, its financial position, results of
operations and cash flows in conformity with generally accepted accounting
principles.
- -------------------------
/13/ Includes 1,237 shares held jointly by Mr. Ezell and his wife, 5,929
shares held by his individual retirement account, 605 Warrants and
12,100 vested Options.
-4-
<PAGE>
The Company's Personnel and Compensation Committee is comprised of Mrs.
Guterl, and Messrs. Bigge, Isenburg, Roberts and Marinaro. The Committee had
four meetings in 1995. The purpose of the Committee is to make recommendations
to the full Board of Directors concerning personnel policy and procedures, the
personnel budget, and the Chief Executive Officer's employment contract.
The entire Board functions as a nominating committee. Nominations from
shareholders will be considered for inclusion in the proxy material for the 1997
Annual Meeting. Please send nominations to J. Hal Roberts, Jr., President of
Port St. Lucie National Bank Holding Corp., 1100 S.W. St. Lucie West Boulevard,
Port St. Lucie, Florida 34986. Nominations must be received no later than
November 30, 1996 in order to be eligible for consideration for inclusion in the
Proxy Statement for the 1997 Annual Meeting.
EXECUTIVE OFFICERS
The Executive Officers of the Company are elected annually by the Board of
Directors following the Annual Meeting of Shareholders to serve at the pleasure
of the Board of Directors and until their successors are elected and qualified.
The following table sets forth the name and age of each executive Officer and
all positions and offices he holds with the Company. All of these officers
have served as Executive Officers of the Company since 1988.
<TABLE>
<CAPTION>
Name Age Offices Held
- --------------------- --- -------------------------------------------------
<S> <C> <C>
J. Hal Roberts, Jr. 47 President and Chief Executive Officer
Randall A. Ezell 45 Senior Vice President and Chief Financial Officer
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's directors, executive officers, nominees for directors and
their immediate family and affiliates, including corporations and firms of which
they are officers or in which they or their families have an ownership interest,
are customers of the Company's principal subsidiary, the Bank. These persons,
corporations and firms have had transactions in the ordinary course of business
with the Bank, including borrowings of material amounts, all of which, in the
opinion of the management, were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with unaffiliated persons and did not involve more than the normal
risk of collectability or present other unfavorable features. The Company
expects the Bank to have such transactions on similar terms with its directors,
executive officers and their affiliates in the future. The approximate total
amount of such indebtedness at December 31, 1995 was $1,423,000. The largest
aggregate amount of indebtedness outstanding to such persons, corporations, and
firms as a group during 1995 was $1,625,000.
The Bank's main office is located in premises leased from a corporation
controlled by Harold H. Goldman, a director, at a current annual rental of
$43,500. The Company has obtained a market study from an independent real
estate appraiser which concludes that the rent paid under the lease is
comparable to the prevailing rental rates in the Port St. Lucie area. The lease
was for an initial term of five years which expired in 1994 and has been renewed
for another five years with a rental increase. In the opinion of the management
of the Company, the terms of the lease are comparable to those that could have
been obtained had the property been leased from an unaffiliated person.
In February 1992, the Bank entered into an agreement to lease additional
space in the same building as the main office. The lease has a term of seven
years and calls for an annual rental of $23,000 for the first two years, $25,000
for the third and fourth years and $27,000 for the years thereafter. The
Company performed an additional market study that indicates that the lease from
the corporation Mr. Goldman controls was comparable to prevailing rental rates
in the Port St. Lucie area. In the opinion of management of the Company, the
terms of this lease are comparable to those that could have been obtained had
the property been leased from an unaffiliated person.
In January 1993, the Bank again expanded main office operations and entered
into an agreement to lease additional space. The lease has a term of six years
and an annual rental of $15,000 for the first two years, $16,200 the third and
fourth years, and $16,800 thereafter. A market study of rental rates in the
Port St. Lucie area was performed by management which indicated the cost of the
additional rental space from the corporation controlled by Mr. Goldman was
comparable to the prevailing rental costs of similar space in the Port St. Lucie
area. In the opinion of management of the Company, the terms of this lease are
comparable to those that could have been obtained had the property been leased
from an unaffiliated person.
-5-
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth a summary for the last three fiscal years of
the cash and noncash compensation awarded to, earned by, or paid to, the Chief
Executive Officer of the Company. No other executive officer exceeded the
individual remuneration level of $100,000 to be included in this table as a
highly compensated officer.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Annual Compensation
----------------------------------------------------------------------------------
Name and Principal Position Fiscal Year Salary Bonus/1/ Other Annual Compensation/2/
- --------------------------- ----------- -------- -------- -------------------------
<S> <C> <C> <C> <C>
J. Hall Roberts, Jr. 1995 $124,500 $ 3,088 $7,961
President and Chief 1994 $118,125 $ 6,793 $7,591
Executive Officer 1993 $109,375 $20,800 $5,659
</TABLE>
All of the Company Directors are also Directors of the Bank. There were no
fees paid for the Company Board meetings in 1995. The fees for the Bank Board
meetings were $450 per meeting with the Chairman of the Board receiving a fee of
$675 per meeting. All members were compensated for committee meetings at $100
per meeting. These fees aggregated $65,850 in 1995 and were recognized as an
expense to the Bank.
Board members who are also members of management receive no fee for
attendance at committee meetings but are compensated for attendance at Board of
Directors meetings. Mr. Roberts is currently the only member of management to
serve on the Board.
Effective December 1991, the Company adopted a nonqualified deferred
compensation plan in which Board members and key employees may voluntarily
participate. Participants can contribute by deferring director's fees or a
portion of their salary. The contributions are used to purchase and carry a
life insurance policy with the Bank as owner but with the proceeds to be paid to
the Company, with the Company distributing to the participants' beneficiaries.
There is no administrative cost arising out of this plan to the Bank or to the
Company. To date, there are four participants in the plan.
On March 15, 1990, the Company, the Bank and Mr. Roberts entered into a
three-year employment agreement, which commenced on April 1, 1990 with an annual
salary of $80,000 for the first year and annual salaries of $90,000 and $100,000
for the
- ----------------------
/1/ Under Mr. Roberts' employment contracts, he was entitled to receive 1,000
shares of Common Stock upon the completion of each year as Chief Executive
Officer, through March 31, 1993. The stock award was discontinued effective
April 1, 1994. In addition, Mr. Roberts received a sstock bonus December
17, 1993 of 400 shares of Common Stock. In 1993, the stock issued to Mr.
Roberts was purchased in the open market at prevailing rates. The value
of the Common Stock on the award date and the cash portion of the bonus
are reflected below.
Date Stock Value Cash Annual Total
---- ----------- ---- ------------
1995 -0- $3,088 $ 3,088
1994 -0- $6,793 $ 6,793
1993 $15,800 $5,000 $20,800
/2/ The amounts shown above as other annual compensation include directors
fees earned by Mr. Roberts and expensed by the Company in the year shown
as well as other items shown below. Mr Roberts elected to defer the Bank
related directors fees pursuant to the nonqualified deferred compensation
plan discussed below.
<TABLE>
<CAPTION>
Life
Insurance
Bank Company Benefits in
Director's Director's Excess of 401K
Date Fees Fees $50,000 Matching Total
---- ---------- --------- --------- -------- -----
<S> <C> <C> <C> <C> <C>
1995 $5,400 -0- $693 $ 1,868 $7,961
1994 $4,800 $ 375 $644 $ 1,772 $7,591
1993 $3,250 $ 250 $518 $ 1,641 $5,659
</TABLE>
-6-
<PAGE>
second and third years, respectively. In addition, Mr. Roberts was
entitled to receive an additional 1,000 shares of Common Stock at the end of
each year of the employment agreement. The Company also granted Options to Mr.
Roberts which entitle him to purchase 20,000 shares of Common Stock under the
Company's Stock Option Plan. The Options vested over a period of five years at
the rate of 4,000 shares per year, commencing on April 3, 1989, and they expire
on April 3, 1999. The exercise price for the Options is equal to the greater of
(a) the fair market value of the Common Stock on the date of vesting, or (b)
$10.00 per share. The terms of the stock option plan discussed are prior to the
stock dividends. The plan allows both the number of options and the exercise
price to be adjusted to reflect any stock dividends. See further discussion of
the Company Stock Option plan below.
On April 1, 1995, Mr. Roberts received a one year extension at a salary of
$126,000 on his three year employment agreement which originated April 1, 1993.
A one year extension of the contract will continue to be added at each
anniversary upon satisfactory performance as determined by the Board of
Directors. Mr. Roberts will be entitled to salary for the remaining terms of
his contract at the then current level unless he voluntarily resigns or his
termination is caused by death, a demand by a regulatory agency or his
conviction of a crime relating to moral turpitude. Effective April 1, 1996, Mr.
Roberts will receive a renegotiated salary of $132,300 and a one year extension
of his employment agreement.
The Company Stock Option Plan is authorized to grant options to such full-
time employees of the Company (i.e. directors who are not employees are not
eligible) who are deemed to have contributed in the past or who may be expected
to contribute materially in the future to the successful performance of the
Company based on such factors as the Board or Compensation Committee may, in its
discretion, deem appropriate. The Stock Option Plan permits the Board of
Directors to issue options to purchase up to an aggregate of 64,130 shares of
Common Stock. The minimum price at which any option may be exercised will be
the fair market value of the Common Stock on the date of grant; except that the
exercise price for any option granted to a person owning more that 10% of the
Company's outstanding Common Stock must be at least 110% of the fair market
value of the Common Stock on the date of grant. All Options granted under the
Plan must be exercised within 10 years of the date of grant, except that Options
granted to a person owning more than 10% of the Common Stock must be exercised
within five years. To date, Options to purchase 62,883 shares of Common Stock
have been awarded under the plan to key employees of the Company of which 55,539
Options were outstanding at March 1, 1996, and 7,344 of which have been
exercised. The Options and shares reflect the 10% stock dividend declared
February 15, 1996. The Options to purchase shares are first exercisable as
follows:
<TABLE>
<CAPTION>
Exercise Price
Shares Per Option
------ --------------
<S> <C> <C>
Prior to 1990 7,865 8.26
1990 7,865 8.68
1991 8,349 8.68
1992 7,865 8.88
1993 7,865 9.09
1994 4,537 10.83
1995 6,353 13.44
1996 3,932 *
1997 908 *
------
55,539
</TABLE>
*Option price per share is determined by the greater of the fair market value of
the Common Stock when the Options first become exercisable or $8.26 per share.
-7-
<PAGE>
The following table indicates the number of exercisable and unexercisable
options held by the only executive officer meeting disclosure requirements at
December 31, 1995. No options to purchase Common Stock by the executive officer
were exercised in 1995. The Options shown reflect the 10% stock dividend
declared February 15, 1996.
<TABLE>
<CAPTION>
Fiscal Year-End Option Values
-----------------------------
Number of Securities Underlying Unexcercised
Options at Fiscal Year-End Value of Unexercised In-the-Money Options at
Name Exercisable/Unexercisable Fiscal Year-End Exercisable/Unexercisable
- ---- -------------------------------------------- ---------------------------------------------
<S> <C> <C>
J. Hal Roberts, Jr. 24,200/-0- $141,000/ -0-
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APPROVAL OF AUDITORS
The Board of Directors has selected the accounting firm of KPMG Peat
Marwick LLP to serve as the independent auditors of the Company for the fiscal
year ending December 31, 1996. KPMG Peat Marwick LLP were the auditors for the
year ended December 31, 1995 and is being recommended to shareholders for
ratification as auditors for the year ending December 31, 1996. Ratification of
the selection of KPMG Peat Marwick LLP requires the votes cast by shareholders
at the Annual Meeting favoring ratification to exceed the votes cast opposing
ratification.
If the shareholders do not ratify the appointment of KPMG Peat Marwick LLP
the selection of independent public accountants will be reconsidered by the
Board of Directors. The Board of Directors recommends that you vote FOR the
proposal to ratify the selection of KPMG Peat Marwick LLP as the independent
auditors of the Company for the year ending December 31, 1996.
A representative of KPMG Peat Marwick LLP is expected to attend the Annual
Meeting, with the opportunity to make a statement and/or respond to appropriate
questions from shareholders present at the Annual Meeting.
FUTURE PROPOSALS OF SHAREHOLDERS
If you wish to submit a proposal to be considered for inclusion in the
proxy material for the 1997 Annual Meeting, please send it to J. Hal Roberts,
Jr., President, Port St. Lucie National Bank Holding Corp., 1100 S.W. St. Lucie
West Boulevard, Port St. Lucie, Florida 34986. Proposals must be received no
later than November 30, 1996 in order to be eligible for consideration for
inclusion in the Proxy Statement for the 1997 Annual Meeting.
REPORT TO SHAREHOLDERS
The Company's Annual Report for 1995, including financial statements, is
being mailed to all shareholders herewith. A COPY OF THE COMPANY'S ANNUAL
REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-KSB WILL BE SENT
WITHOUT CHARGE, WHEN AVAILABLE, TO ANY SHAREHOLDER WHO REQUESTS IT IN WRITING.
REQUESTS SHOULD BE ADDRESSED TO J. HAL ROBERTS, JR., PRESIDENT, PORT ST. LUCIE
NATIONAL BANK HOLDING CORP., 1100 S.W. ST. LUCIE WEST BOULEVARD, PORT ST.
LUCIE, FLORIDA 34986.
OTHER MATTERS
The Board does not intend to present any business at the meeting not
described in this Proxy Statement and knows of no other proposals to be
presented at the Annual Meeting. If any other proposal should be presented at
the Annual Meeting, and it is a matter which can properly come before the Annual
Meeting, the representatives of the Board of Directors named in the enclosed
proxy form intend to vote your proxy in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ J. Hal Roberts, Jr.
--------------------------------------
J. HAL ROBERTS, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
-8-
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder hereby appoints Jeffrey S. Furst, Harold H. Goldman,
and J. Hal Roberts, Jr., or any of them, with full power of substitution in each
as proxies to cast all votes which the undersigned shareholder is entitled to
cast in accordance with the undersigned shareholder's directions contained
herein at the Annual Meeting of Shareholders of Port St. Lucie National Bank
Holding Corp., to be held at the St. Lucie West Branch Office of the Bank, Port
St. Lucie, Florida, Monday, April 22, 1996 at 7:00 P.M. (local time), and at any
adjournment or postponement thereof. The undersigned shareholder hereby revokes
any proxy or proxies heretofore given.
1. ELECTION OF DIRECTORS
The nominees to the Board of Directors are Christopher E. Fogal, Ellen J. Guterl
and Joe Marinaro terms expiring 1999.
[ ] FOR all nominees listed above (except [ ] AGAINST all nominees listed
as indicated below to the contrary) above
To withhold authority to vote for any individual nominee, write that nominee's
name in the space provided:___________________________
- -------------------------------------------------------------------------------
2. RATIFICATION OF AUDITORS
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<S> <C> <C>
[ ] FOR the ratification of the selection of [ ] AGAINST the ratification of the [ ] ABSTAIN
KPMG Peat Marwick LLP as the independent selection of KPMG Peat Marwick LLP as the
auditors for 1996. independent auditors for 1996.
- ----------------------------------------------------------------------------------------------------------------
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3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment or
postponement thereof.
1
<PAGE>
This Proxy, when properly executed, will be voted as directed by the
undersigned shareholder. UNLESS CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES LISTED IN PROPOSAL 1, FOR PROPOSAL 2 AND
IN ACCORDANCE WITH THE DETERMINATION OF THE PROXIES NAMED ABOVE ON ANY OTHER
MATTER.
The undersigned shareholder hereby acknowledges receipt of the Notice of
Annual Meeting of Shareholders and this Proxy Statement.
Date:______________________________
- ----------------------------------- ------------------------------------
Signature of Shareholder Printed Name of Shareholder
- ----------------------------------- ------------------------------------
Signature of Shareholder Printed Name of Shareholder (if
held jointly)
(Please PRINT your name legibly
if not using a preprinted address
label)
When signing as attorney, personal representative, administrator, trustee or
guardian, please give full title as such. Joint owners should both sign; if
the signer is a corporation or partnership, please have the full corporate or
partnership name signed by a duly authorized person. PLEASE BE SURE TO MARK,
DATE AND SIGN THE PROXY AND RETURN THE SAME PROMPTLY.
2
