SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 toss.240.14a-12
CNB Florida Bancshares, Inc.
(Name of Registrant as Specified in its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(a)-6(i)(1) 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 (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:
------------------------------------------------------------------------
[ ] 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>
CNB Florida Bancshares, Inc.
P. O. Box 3239
Lake City, Florida 32056
April 7, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
CNB Florida Bancshares, Inc. to be held on Wednesday, May 17, 2000 commencing at
10:00 a.m. Eastern Standard Time at the Holiday Inn located on US 90 West by
I-75, Lake City, Florida. A formal Notice setting forth the business to come
before the meeting and a Proxy Statement are attached. The purpose of the
meeting is to consider and vote upon the Proposals explained in the Notice and
the Proxy Statement.
It is important that your shares be represented at the Annual Meeting
whether or not you plan to attend the Annual Meeting in person. The Board of
Directors requests that you carefully review these materials before completing,
signing and dating the enclosed proxy and returning it in the postage paid
envelope provided for your use. If you later decide to attend the Annual Meeting
and vote in person, or if you wish to revoke your proxy for any reason prior to
the vote at the Annual Meeting, you may do so and your proxy will have no
further effect.
Sincerely,
/s/ K. C. Trowell
Chairman of the Board
and Chief Executive Officer
<PAGE>
CNB Florida Bancshares, Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 17, 2000
To the Holders of Common Stock:
You are invited to attend the Annual Meeting of Shareholders of CNB
Florida Bancshares, Inc. (the "Company" or "CNB"), which will be held on
Wednesday, May 17, 2000 at 10:00 a.m. at the Holiday Inn in Lake City, Florida
to consider and act upon the following matters:
1. Election of seven directors of the Company, each for a one year term.
2. Such other business as may properly come before the Annual Meeting or
any adjournments thereof.
Only shareholders of record of the Company's common stock at the close of
business on March 29, 2000 are entitled to receive notice of, and to vote on,
all business that may come before the Annual Meeting.
Whether or not you plan to attend the meeting, please complete, sign, date
and return the enclosed proxy as promptly as possible in the postage paid
envelope provided for your use to the Company's transfer agent. You may revoke
the proxy at any time before it is exercised by following the instructions set
forth on the first page of the accompanying Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joyce Bruner
Joyce Bruner
Corporate Secretary
Dated: April 7, 2000
<PAGE>
PROXY STATEMENT
Annual Meeting of Shareholders
CNB Florida Bancshares, Inc.
P.O. Box 3239
Lake City, Florida 32056
GENERAL
This Proxy Statement is being furnished to holders of CNB Florida
Bancshares, Inc. (the "Company" or "CNB") common stock, $.01 par value (the
"Common Stock") in connection with the solicitation of proxies by the Board of
Directors of CNB for use at the Annual Meeting of Shareholders. The Annual
Meeting of Shareholders will be held on Wednesday, May 17, 2000 commencing at
10:00 a.m. at the Holiday Inn in Lake City, Florida.
This Proxy Statement and the attached Notice and Form of Proxy are first
being mailed to holders of Common Stock on or about April 7, 2000.
VOTING OF PROXIES
Shares represented by proxies properly signed and returned, unless
subsequently revoked, will be voted at the Annual Meeting of Shareholders in
accordance with the instructions marked on the proxy. If a proxy is signed and
returned without indicating any voting instructions, the shares represented by
the proxy will be voted FOR approval of the proposals stated in this Proxy
Statement and in the discretion of the holders of the proxies on other matters
that may properly come before the Annual Meeting of Shareholders.
Any holder of Common Stock who has executed and delivered a proxy may
revoke such proxy at any time before it is voted by attending the Annual Meeting
of Shareholders and voting in person, by giving written notice of revocation of
the proxy or by submitting a signed proxy bearing a later date. Such notice of
revocation or later proxy should be sent to the Company's transfer agent. In
order for the notice of revocation or later proxy to revoke the prior proxy, the
Company's transfer agent must receive such notice or later proxy prior to the
vote of shareholders at the Annual Meeting of Shareholders. Attendance at the
Annual Meeting of Shareholders will not in itself revoke a proxy.
VOTING PROCEDURES
The Company's Amended and Restated Bylaws (the "Bylaws") provide that a
majority of shares entitled to vote and represented in person or by proxy at a
meeting of the shareholders constitutes a quorum. Under the Florida Business
Corporation Act (the "Act"), directors are elected by a plurality of the votes
cast at a meeting at which a quorum is present. Other matters are approved if
affirmative votes cast by the holders of the shares represented at a meeting at
which a quorum is present exceed votes opposing the action, unless a greater
number of affirmative votes or voting by classes is required by the Act or the
Company's Amended and Restated Articles of Incorporation (the "Articles of
Incorporation"). Therefore, abstentions and broker non-votes have no effect
under Florida law.
2
<PAGE>
VOTING SECURITIES
The Board of Directors of CNB has fixed the close of business on March 29,
2000, as the Record Date for the determination of holders of Common Stock
entitled to receive notice of and to vote at the Annual Meeting of Shareholders.
At the close of business on March 29, 2000, there were issued and outstanding
6,112,070 shares of Common Stock entitled to vote at the Annual Meeting of
Shareholders held by approximately 551 registered holders. Holders of Common
Stock outstanding on March 29, 2000 are entitled to one vote for each share held
of record upon each matter properly submitted to CNB shareholders at the Annual
Meeting of Shareholders.
PURPOSE
The business that management anticipates will be transacted at the meeting
is as follows:
PROPOSAL 1: Election of Directors
The Directors nominated for election at the 2000 Annual Meeting of
Shareholders are Thomas R. Andrews, Audrey S. Bullard, Raymon Land, Sr., Marvin
H. Pritchett, Halcyon E. Skinner, William Streicher and K.C. Trowell. In order
to be elected, each nominee must receive a plurality of the votes cast, which
shall be counted as described in Voting Procedures. The accompanying proxy,
unless otherwise specified, will be voted FOR the election of the persons named
above. If any nominee should become unavailable, which is not now anticipated,
the persons voting the accompanying proxy may, in their discretion, vote for a
substitute.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE NOMINEES.
The following table sets forth certain information with respect to the
nominees for director who are present Directors of the Company. Members of the
Board of Directors will serve until the next annual meeting of shareholders and
thereafter until their respective successors are elected and qualified. Except
as otherwise indicated, each person has been or was engaged in his or her
present or last principal occupation, in the same or a similar position, for
more than five years.
Name Age Positions Held and Principal Occupations
During the Past Five Years
Thomas R. Andrews 54 Mr. Andrews was elected to the Board of
Directors of the Company in March 1994 and
serves on the Compensation and Audit Committees
of the Company's Board of Directors. Mr.
Andrews previously served as Chairman of the
Board of Directors for the former Bradford
Bankshares, Inc. He is the owner of Belco
Enterprises, a commercial real estate company.
Audrey S. Bullard 57 Ms. Bullard was elected to the Board of
Directors of the Company in 1987 and serves on
the Executive and Compensation Committees of
the Company's Board of Directors. Ms. Bullard
also serves on the Board of Directors of the
Company's wholly owned subsidiary, CNB National
Bank (the "Bank"). A practicing certified
public accountant, Ms. Bullard is an officer
and part owner of Bullard Development Co. and
A&R of Lake City, Inc. as well as several
partnerships and land development firms. Ms.
Bullard has been active in numerous civic and
service organizations, including the Chamber of
Commerce, the Lake Shore Hospital, the Advent
Christian Advisory Board, the Columbia County
Public School Foundation, the Lake
City/Columbia County Beautification Board, the
North Florida Advisory Council and the Board of
Santa Fe Health Care, Inc.
3
<PAGE>
Raymon Land, Sr. 60 Mr. Land was elected to the Board of Directors
of the Company in April 1998 and serves on the
Audit Committee of the Company's Board of
Directors. He has served in the past as
President of the National Watermelon
Association. He has been in the watermelon
producing business for 39 years. Mr. Land is
also presently President of Land Truck Brokers,
Inc. In addition, Mr. Land serves on various
committees in an advisory capacity which serve
as liaison between the Department of
Agriculture and the produce industry. Mr. Land
is also a member of several horse associations
and is a real estate salesman for Land
Brokerage Realty.
Marvin H. Pritchett 66 Mr. Pritchett was elected to the Board of
Directors of the Company in 1988 and serves on
the Executive and Compensation Committees of
the Company's Board of Directors as well as on
the Bank's Board of Directors. Mr. Pritchett
serves as Chief Executive Officer of Pritchett
Trucking, Inc., President of Pritchett, Inc., a
timber firm and President of G. P. Materials,
Inc., which sells aggregate material. Mr.
Pritchett is also the Chairman of Nextran
Corporation, with heavy duty truck dealerships
in Jacksonville, Orlando, Tampa, Lake City,
Miami, Riveria Beach and Pompano. Within the
group of Nextran Truck Centers, the following
truck manufacturers are represented: Mack,
Volvo, Isuzu, Mitsubishi and GMC.
Halcyon E. Skinner 53 Mr. Skinner is being proposed for election to
the Board of Directors in April, 2000. Mr.
Skinner is the managing partner of the
Jacksonville law offices of McGuire, Woods,
Battle & Boothe LLP. Before becoming a partner
of McGuire, Woods, Battle & Boothe LLP, Mr.
Skinner was a shareholder in the law firm of
Mahoney, Adams & Criser for more than three
years. He has served as the head of the
Professional Division of United Way for
Northeast Florida from 1996 through 1998.
William Streicher 64 Mr. Streicher was elected to the Board of
Directors of the Company in 1990 and serves on
the Audit and Compensation Committees of the
Company's Board of Directors. He has owned and
operated several McDonald's restaurant
franchises in the Company's primary service
area and also has served on the Board of Ronald
McDonald House Charities at Shands Hospital in
Gainesville, Florida for over ten years. He is
past chairman and a past board member of the
Lake City Community College Foundation and
Regional Board of Trustees, Lake City Community
College, a past member of the Lake City Rotary
Club, past Vice President of McDonald's
Owner/Operator Advertising Co-Operative and a
past representative to the McDonald's
Advertising Advisory Board of the State of
Florida.
4
<PAGE>
K. C. Trowell 61 Mr. Trowell is Chairman and CEO of the Company
and of the Bank. He was elected to the Board of
Directors in 1987 and serves as Chairman of the
Executive Committee of the Board of Directors
of the Company. He has served as the Chairman
and CEO of the Company since its inception in
1987 and of the Bank since its inception in
1986. Mr. Trowell is a Lake City, Florida
native and has been actively involved in
commercial banking management in North Florida
for over 25 years. He has also held management
positions with NationsBank of Lake City (and
its predecessors), American Bank of
Jacksonville, and Barnett Banks, Inc. in
Jacksonville. He is former Chairman of the
Board of Trustees of Florida Bankers Insurance
Trust. He is a past director of Community
Bankers of Florida, past director of the
Columbia County Committee of 100, a founding
director of North Central Florida Areawide
Development Company, and a former board member
and chairman of both Lake City Medical Center
and Columbia County Industrial Development
Authority.
BOARD OF DIRECTORS AND STANDING COMMITTEES; DIRECTOR COMPENSATION
If elected, the seven nominees will constitute the Board of Directors of
the Company. During 1999, the Board held a total of eleven meetings.
The Board of Directors maintains an Audit Committee, a Compensation
Committee and an Executive Committee, which are described below. Members of
these committees are elected annually at the Board meeting immediately following
the Annual Meeting of Shareholders. Under the Company's Bylaws, the Board of
Directors is authorized to designate other members of the Board to serve in the
place of absent members of any committee.
The Audit Committee is comprised of Messrs. Andrews, Land and Streicher,
none of whom is an officer of the Company. During 1999 the Audit Committee held
four meetings. The principal responsibilities of the Audit Committee are to: (1)
oversee the system of internal controls relative to the audit and compliance
functions; (2) review the Company's credit quality review function and the
methods used to test loan quality and the adequacy of the allowance for loan
losses; (3) review any significant audit conclusions; (4) review assessments of
the adequacy of internal controls; (5) review the compliance of the Company with
laws and regulations; and (6) approve the selection of the Company's independent
accountants.
The Compensation Committee is comprised of Messrs. Andrews, Pritchett and
Streicher and Ms. Bullard. During 1999 this committee held three meetings. The
Compensation Committee is principally responsible for (1) establishing and
recommending to the Board of Directors the compensation of the Chief Executive
Officer of the Company; (2) establishing and recommending to the Board of
Directors the compensation of other senior management of the Company; (3)
periodically reviewing all salary administration and employee benefits; (4)
reviewing succession plans for executive positions; and (5) developing and
recommending to the Company's Board of Directors stock incentive compensation
for officers and employees.
The Executive Committee is comprised of Ms. Bullard, Mr. Pritchett and Mr.
Trowell and the Company's Executive Vice President and Chief Financial Officer,
G. Thomas Frankland. During 1999 this committee held two meetings. These
committee members other than Mr. Frankland also serve on the Executive Loan
Committee of the Bank. The Executive Committee is authorized to act on behalf of
and exercise all powers of the Board of Directors when the Board is not in
session, except as limited by Florida law and also recommends to the full Board
of Directors candidates for the Company and Bank Boards of Directors.
In 1999 all members of the Board attended at least 75% of all meetings of
the Board and committees on which they served except Mr. Land, who attended 60%
of the meetings of the Board and the committee on which he served.
Members of the Board of Directors are paid $300 for each meeting of the
Board and $150 for each committee meeting that they attend. In addition,
non-management directors may receive non-qualified stock options in accordance
with the Company's Performance-Based Incentive Plan.
5
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee presents the following report on compensation
for the Company's executive officers. Actual compensation during 1999 for the
Chief Executive Officer is shown in the Summary Compensation Table and other
tables following this report.
Philosophy. As more fully described below, the Compensation Committee of
the Company's Board of Directors administers the compensation programs for the
Company's executive officers. The Company's compensation structure is intended
to provide a compensation package that will attract, motivate and retain
qualified executives; to ensure a compensation mix that focuses executive
behavior on the fulfillment of annual and long-term business objectives; and to
create a sense of ownership in the Company that causes executive decisions to be
aligned with the best interests of the Company's shareholders.
The components of individual executive officer compensation are base
salary, annual bonus and long-term stock-based incentives.
Salary. Base salary is assigned to positions based on job
responsibilities, sustained performance and a periodic informal review of base
salary practices for comparable positions at similar community banking
companies. The Company's Chief Executive Officer recommends (except with respect
to his own salary) and the Compensation Committee approves salary adjustments
for executive officers based on achievement of specific annual performance
goals, including personal, departmental and overall Company goals depending upon
each officer's specific job responsibilities. The Committee and the Chief
Executive Officer also use their subjective judgment to consider such criteria
as the executive's knowledge of and importance to the Company's business,
willingness and ability to accomplish the tasks for which he or she was
responsible, professional growth and potential, and the Company's financial
performance in making salary decisions. No particular weighting is applied to
these factors.
Annual Bonus. For the annual bonus plan, the Committee establishes
written, objective, strategic and financial goals, both qualitative and
quantitative, for executive officers based on the Company's business plan and
budget approved by the Board of Directors of the Company. Financial goals for
the executive officers may include Company earnings per share, return on equity,
overhead ratio, asset quality and return on assets. Strategic goals may include
the accomplishment of expansion objectives.
The members of other senior management are also eligible to participate in
the annual incentive component of the Plan, but with accountability for various
business unit financial measures and specific individual objectives, as well as
Company financial goals.
Long-Term Incentives. Under the Performance-Based Incentive Plan, the
Company may provide performance-based incentive awards through the grant of
stock options, restricted stock, stock appreciation rights and performance
units. This plan is designed to increase the personal stake of participants in
both the annual and long-term success and growth of the Company and encourage
them to remain in the employ of the Company. Because awards of options and
restricted stock are keyed to the market value of the Company's Common Stock at
the time of grant, the future value of those awards is entirely dependent on
increases in the market value of the Company's Common Stock. In making stock
option and restricted stock grants in 1999, the Committee considered, without
assigning a particular weighting, the number of options previously granted to
the executive, the executive's salary, the Company's financial results, the need
for a long-term focus on improving shareholder value and the executive's ability
to positively impact the Company's performance.
Chief Executive Officer Compensation. Under the Company's employment
agreement with the Chief Executive Officer, he is being paid a base salary of
$270,000 beginning January 1, 2000. The Compensation Committee determined this
base salary based on, without applying any specific weighting to these factors,
the base salary that the Company is obligated to pay under his employment
agreement, his long service to the Company, amounts earned by the Chief
Executive Officer in prior years, the Company's financial performance and growth
and the pay practices of other community banks.
The CEO is eligible for an annual bonus targeted at 50% of base salary.
For performance in 1999, he received an annual bonus of $125,000. In determining
this amount, the Committee exercised its subjective judgment and considered,
among other factors and with no particular weighting, the Company's progress in
6
<PAGE>
expanding into the Gainesville and Jacksonville markets, recruiting the
necessary staff, completing its initial public offering, increasing its loan
volume and asset base and maintaining its strong capital position and the CEO's
contribution to these achievements.
For his performance in 1999, the CEO was granted options in January 2000
to purchase 25,000 shares of Common Stock at an exercise price of $9.00, the
fair market value on the date of grant. These options vested as to 25% on the
date of grant and will vest as to the remaining 75% in equal annual increments
on the next three anniversaries of the grant date. The number of options granted
was based on the subjective judgment of the Committee of the appropriate number
of options to motivate the CEO, the importance of providing the CEO with
long-term incentives, and the other factors mentioned above which the Committee
considers in making stock-based grants to all executives.
The Committee will consider any federal income tax limitations on the
deductibility of executive compensation in reaching compensation decisions and
will seek shareholder approval where such approval will eliminate any
limitations on deductibility.
Thomas R. Andrews
Audrey S. Bullard
Marvin H. Pritchett
William Streicher
April 7, 2000
7
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth for the fiscal years
ended December 31, 1999, 1998 and 1997, the cash compensation paid or accrued by
the Company, as well as certain other compensation paid or accrued for those
years to the Company's Chief Executive Officer and the four additional most
highly compensated executive officers of the Company for services rendered to
the Company and the Bank during the periods indicated.
<TABLE>
Summary Compensation Table (1)
Annual Compensation Long Term Compensation
Awards
----------------------------------- ------------------------------------------------
Name and Restricted Securities All other
Principal stock Underlying Compensation
Position Year Salary Bonus award(s) Options/SARs (2)
($) ($) ($) (#) ($)
------ --------- ---------- ----------- --------------- ---------------
<S> <C> <C> <C> <C>
K. C. Trowell, 1999 $250,000 $125,000 - - $ 8,843
Chairman and Chief 1998 $250,000 $122,647 $60,000 (3) 80,000 $ 7,985
Executive Officer 1997 $172,500 $122,647 - 34,000 $ 7,405
- --------------------------- ------ --------- ---------- ----------- --------------- ---------------
G. Thomas Frankland, 1999 $185,000 $100,208 - - $ 1,363
Executive Vice President 1998 $ 16,128 $ 35,000 (4) $40,000 (5) 40,000 $ 78
and Chief Financial Officer 1997 N/A N/A N/A N/A N/A
- --------------------------- ------ --------- ---------- ----------- --------------- ---------------
Bennett Brown, 1999 $135,000 $ 67,500 $48,750 (6) 55,000 $ 725
Executive Vice President 1998 N/A N/A N/A N/A N/A
1997 N/A N/A N/A N/A N/A
- --------------------------- ------ --------- ---------- ----------- --------------- ---------------
Joyce Bruner, Executive 1999 $ 80,000 $ 25,188 - 10,000 $ 5,290
Vice President and 1998 $ 67,694 $ 24,714 - 15,000 $ 3,323
Corporate Secretary 1997 $ 53,164 $ 24,714 - - $ 3,084
- --------------------------- --------- ------------ -------------- ----------------- ----------------- ---------------
<FN>
(1) Columns relating, respectively, to "other annual compensation" and "LTIP
payouts" have been deleted because no compensation required to be reported
in such columns was awarded to, earned by, or paid to the named executives
during the periods covered by such columns. Non-cash perquisites are not
disclosed in this table because the aggregate value does not exceed the
lesser of $50,000 or 10% of total annual salary and bonus.
(2) The amounts shown in this column for 1999 consist of payments for term life
insurance premiums (Mr. Trowell - $3,843; Mr. Frankland - $1,363; Mr. Brown
- $725; and Ms. Bruner - $290) and the Company's matching contributions to
the 401(k) plan for 1999 (Mr. Trowell - $5,000; and Ms. Bruner - $5,000).
(3) The Company granted 7,500 shares of restricted stock on December 10, 1998.
The market value of the Company Common Stock was not readily discernable.
Actual trades in the Company's Common Stock closest to December 10, 1998
were at $8.00 per share and that value is used herein.
(4) Amount shown is a signing bonus awarded in 1998.
(5) The Company granted 5,000 shares of restricted stock on December 10, 1998.
The market value of the Company Common Stock was not readily discernable.
Actual trades in the Company's Common Stock closest to December 10, 1998
were at $8.00 per share and that value is used herein.
(6) The Company granted 5,000 shares of restricted stock on April 1, 1999. The
market value of the Company Stock as April 1, 1999 was $9.75 per share.
</FN>
</TABLE>
8
<PAGE>
Stock Options. The following table sets forth information concerning
options which were granted during the fiscal year ended December 31, 1999.
Options/SAR Grants in Last Fiscal Year (1)
- --------------------------------------------------------------------------------
Individual Grants Grant
Date Value
- --------------------------------------------------------------------------------
Number of Percent of
Name Securities total options/ Exercise or Expiration Grant date
Underlying SARs granted base price Date Present
Options/SARs to employees ($/Sh) value $ (4)
Granted (#) in fiscal year
- --------------------------------------------------------------------------------
Bennett Brown 55,000 25.6% $ 9.75 April 1, 2009 $134,288
(2)
- --------------------------------------------------------------------------------
Joyce Bruner 10,000 4.7% $10.00 June 16, 2009 $ 26,889
(3)
- --------------------------------------------------------------------------------
(1) All information in this table relates to options. The Company has not
granted any stock appreciation rights ("SARs").
(2) Options become exercisable in the amount of 20,000 shares on April 1, 2000
and 10,000 per year on April 1, 2001 and April 1, 2002. The remaining
15,000 shares are performance-based options and become exercisable in the
amount of 5,000 per year for three consecutive years beginning January
2000 based on the Company's achievement of strategic and financial goals
similar to those used to determine annual bonus payments as described in
the Compensation Committee Report.
(3) Options become exercisable beginning June 16, 2000 in three equal annual
installments.
(4) This estimate is determined using the Black-Scholes model. This model was
developed to estimate the fair value of traded options, which have
different characteristics than employee stock options, and changes to the
subjective assumptions used in the model can result in materially
different fair value estimates. This hypothetical value is based on the
following assumptions: an exercise price equal to the market value on day
of grant; estimated dividend yield of 2.03%; standard deviation of stock
price volatility of 0.20%; risk-free interest rate of 5.89%; and average
option term of 6 years.
Aggregated Option/SAR Exercises and Fiscal Year-End Options. The following table
sets forth information concerning the exercise of stock options during the last
completed fiscal year by the named executive officers and the fiscal year-end
value of unexercised options.
Aggregated Options/SAR Exercises in Last Fiscal Year and FY-End Options/
SAR Values (1)
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
Number of
Securities Value of
Underlying Unexercised in-
Name Shares Value Unexercised the-money
acquired on Realized ($) options/SARs at options/SARs at
exercise (#) fiscal year end fiscal year end (2)
(#) ($)
- --------------------------- ---------------- ----------------- --------------- ----------------- -------------- -----------------
Exercisable Unexercisable Exercisable Unexercisable
- --------------------------- ---------------- ----------------- --------------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C>
K.C. Trowell - - 167,516 53,600 $739,250 $100,700
- --------------------------- ---------------- ----------------- --------------- ----------------- -------------- -----------------
G. Thomas Frankland - - 20,000 20,000 $ 32,500 $ 32,500
- --------------------------- ---------------- ----------------- --------------- ----------------- -------------- -----------------
Bennett Brown - - 0 55,000 $ 0 $ 0
- --------------------------- ---------------- ----------------- --------------- ----------------- -------------- -----------------
Joyce Bruner - - 18,050 17,500 $ 71,531 $ 8,438
- --------------------------- ---------------- ----------------- --------------- ----------------- -------------- -----------------
<FN>
(1) All information in this table relates to options. The Company has not
granted any SARs.
(2) As of December 31, 1999, the market value of the Company Common Stock was
$9.625.
</FN>
</TABLE>
9
<PAGE>
Long Term Incentive Plan. The following table sets forth information
concerning awards of restricted stock under the Company's Performance-Based
Incentive Plan for the year ending December 31, 1999.
Long-Term Incentive Plans--Awards In Last Fiscal Year
---------------------------- ------------------ -----------------------------
Performance
Number of or other
shares, units period until
Name or other maturation
rights (#) or payout
---------------------------- ------------------ -----------------------------
Bennett Brown 5,000 April 1, 2002
---------------------------- ------------------ -----------------------------
(1) The Company awarded 5,000 shares of restricted stock, 2,500 of which vest
and become nonforfeitable on April 1, 2000, and 2,500 of which vest and
become nonforfeitable on April 1, 2001.
EMPLOYMENT AGREEMENTS
Mr. Trowell's Employment Agreement. On December 10, 1998, the Company
entered into an employment agreement with K.C. Trowell (the "Trowell Agreement")
which provides that Mr. Trowell will serve as the Chairman and Chief Executive
Officer of the Company. The Trowell Agreement has a rolling three-year term,
provided Mr. Trowell's employment term ends on the first day of the month
following his 70th birthday. The Trowell Agreement provides for a minimum annual
base salary of $250,000 (increased to $270,000 on January 1, 2000),
participation in the Performance-Based Incentive Plan, and participation in the
Company's various incentive, savings, retirement and welfare benefit plans. Mr.
Trowell also is eligible to receive an annual bonus targeted at 50% of his
annual base salary. The Company also agreed to provide Mr. Trowell with a
company car. The Trowell Agreement contains a noncompetition provision. In the
event Mr. Trowell's employment is terminated by the Company for a reason other
than for cause, death or disability, or if Mr. Trowell terminates his employment
for good reason (as defined in the Trowell Agreement), then the Company must pay
Mr. Trowell a lump sum equal to (i) the amount of any earned but unpaid salary
and bonus, deferred compensation and vacation pay, plus (ii) an amount equal to
50% of the sum of Mr. Trowell's annual base salary and highest annual bonus from
the date of termination until the end of the employment period. In the event the
Company terminates Mr. Trowell's employment without cause, or if Mr. Trowell
terminates his employment for good reason within two years of a change of
control of the Company, then the Company will pay Mr. Trowell 100% of the amount
referred to in (ii) above. In addition, all options to acquire shares of Common
Stock and all restricted stock previously granted to Mr. Trowell immediately
become vested and non-forfeitable upon a change in control.
Mr. Frankland's Employment Agreement. On November 30, 1998, the Company
entered into an employment agreement with G. Thomas Frankland (the "Frankland
Agreement") which provides that Mr. Frankland will serve as the Executive Vice
President and Chief Financial Officer of the Company. The Frankland Agreement
provides for an annual base salary of $185,000 (increased to $200,000 on January
1, 2000), participation in the Performance-Based Incentive Plan, and
participation in the Company's various incentive, savings, retirement and
welfare benefit plans. Mr. Frankland also received a signing bonus of $35,000
and is eligible to receive an annual bonus targeted at 50% of his annual base
salary. The Company also agreed to grant Mr. Frankland options to purchase
40,000 shares of Common Stock at a price of $8.00 per share, 20,000 of which
vest on the first anniversary of the Frankland Agreement and 10,000 of which
vest in each of the next two succeeding anniversary dates. The Company also
agreed to grant Mr. Frankland 5,000 shares of restricted stock, 2,500 of which
vest and become nonforfeitable on the first anniversary of the Frankland
Agreement and 2,500 of which vest and become nonforfeitable on the second
anniversary of the Frankland Agreement. In all other terms, the Frankland
Agreement is substantially similar to the Trowell Agreement.
Mr. Brown's Employment Agreement. On April 1, 1999, the Company entered
into an employment agreement with Bennett Brown (the "Brown Agreement") which
10
<PAGE>
provides that Mr. Brown will serve as the Executive Vice President of the
Company and President and Chief Operating Officer of the Bank. The Brown
Agreement provides for an annual base salary of $180,000 (increased to $195,000
on January 1, 2000), participation in the Performance-Based Incentive Plan, and
participation in the Company's various incentive, savings, retirement and
welfare benefit plans. Mr. Brown is eligible to receive an annual bonus targeted
at 50% of his annual base salary. The Company also agreed to grant Mr. Brown
options to purchase 40,000 shares of Common Stock at a price per share equal to
the closing price of the stock on the Nasdaq National Market System on April 1,
1999, 20,000 of which vest on the first anniversary of the Brown Agreement and
10,000 of which vest in each of the next two succeeding anniversary dates. The
Company also agreed to grant Mr. Brown options to purchase 15,000 shares of
Common Stock at the same exercise price to be exercised ratably upon achievement
of performance based goals. The Company also agreed to grant Mr. Brown 5,000
shares of restricted stock, 2,500 of which vest and become nonforfeitable on the
first anniversary of the Brown Agreement and 2,500 of which vest and become
nonforfeitable on the second anniversary of the Brown Agreement. In all other
terms, the Brown Agreement is substantially similar to the Trowell and Frankland
Agreements.
PERFORMANCE GRAPH
The SEC requires a five-year (or such shorter period as a company's
stock has been publicly traded) comparison of stock price performance of the
Company with both a broad equity market index and a published industry index or
peer group. The Company's total return compared with the Nasdaq Total U.S.
Market Index and the Nasdaq Bank Index, as well as the SNL $250 Million-$500
Million Bank Asset-Size Index since its Common Stock began trading on the over
the Nasdaq National Market System is shown on the following graph. The Nasdaq
Bank Index includes all types of banks, savings institutions and holding
companies performing functions closely related to banking. The SNL $250
Million-$500 Million Bank Asset-Size Index includes 113 banks, traded over a
major public exchange, whose most recent financial information indicates assets
between $250 million and $500 million.
This graph assumes that $100 was invested on January 29 1999, the date
of that the Company's stock first traded on the Nasdaq National Market System,
and all dividends were reinvested in the Common Stock and the other indices.
Each of the indexes is weighted on a market capitalization basis at the time of
each reported data point.
[graphic omitted]
<TABLE>
Period Ending
---------------------------------------------------------------
Index 01/29/99 03/31/99 06/30/99 09/30/99 12/31/99
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CNB Florida Bancshares, Inc. 100.00 104.00 107.19 115.14 104.22
NASDAQ - Total US* 100.00 97.72 106.87 109.34 158.70
NASDAQ Bank Index* 100.00 98.42 105.62 96.13 98.63
SNL $250M-$500M Bank Asset-Size Index 100.00 96.07 97.55 98.49 92.48
</TABLE>
11
<PAGE>
<TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Name of Director Amount and Nature of Percent of Shares of
or Executive Officer Beneficial Ownership (1) Common Stock Outstanding
--------------------- ------------------------ ------------------------
<S> <C> <C> <C>
Thomas R. Andrews..................... 208,000 (2) 3.40%
Bennett Brown......................... 66,000 (3) 1.08%
Joyce Bruner.......................... 21,650 (4) *
Audrey S. Bullard..................... 220,361 (5) 3.60%
G. Thomas Frankland................... 70,000 (6) 1.14%
Raymon Land, Sr....................... 124,074 (7) 2.03%
Marvin H. Pritchett................... 900,576 (8) 14.71%
Halcyon E. Skinner................... 1,000 *
William Streicher..................... 201,842 (9) 3.30%
K.C. Trowell.......................... 374,728 (10) 6.12%
Directors and Executive Officers
as a Group (11 persons) (11).......... 2,201,107 35.94%
<FN>
(1) Pursuant to the rules of the SEC, the determinations of "beneficial
ownership" of Common Stock are based upon Rule 13d-3 under the Exchange
Act, which provides that shares will be deemed to be "beneficially owned"
where a person has, either solely or in conjunction with others, the power
to vote or to direct the voting of shares and/or the power to dispose, or
to direct the disposition of shares or where a person has the right to
acquire any such power within 60 days after the date such "beneficial
ownership" is determined. Shares of Common Stock that a beneficial owner
has the right to acquire within 60 days pursuant to the exercise of stock
options or warrants are deemed to be outstanding for the purpose of
computing the percentage ownership of such owner but are not deemed
outstanding for the purpose of computing the percentage ownership of any
other person. All amounts are determined as of February 29, 2000.
(2) Includes currently exercisable options to purchase 4,000 shares.
(3) Includes 1,000 shares owned by Mr. Brown's wife, 1,000 shares owned by Mr.
Brown's sons, of which 500 shares he disclaims beneficial ownership. Also
includes 27,500 shares underlying options that are exercisable within 60
days of February 29, 2000 and 5,000 shares of restricted stock.
(4) Includes 18,050 shares underlying options that are exercisable within 60
days of February 29, 2000.
(5) Includes 2,000 shares transferred to a revocable trust for benefit of
her daughter and currently exercisable options to purchase 4,000 shares.
(6) Includes 25,000 shares underlying options that are exercisable within 60
days of February 29, 2000. Also includes 2,500 shares of restricted stock.
(7) Includes currently exercisable options to purchase 4,000 shares.
(8) Includes 107,126 shares owned by New River Developers, 113,702 shares
owned by Pritchett Trucking, Inc., 77,692 shares owned by Mid-Florida
Hauling, Inc., 50,938 shares owned by Bulldog Trucking, 40,148 shares
owned by Mr. Pritchett's wife and 30,000 shares owned by Pritchett, Inc.
Mr. Pritchett shares voting and investment power with respect to all such
shares. Also includes currently exercisable options to purchase 4,000
shares.
(9) Includes currently exercisable options to purchase 4,000 shares.
(10) Includes 50,000 shares owned by Mr. Trowell's wife with respect to which
he shares voting and investment power. Also includes 173,766 shares
underlying options that are exercisable within 60 days of February 29,
2000 and 3,750 shares of restricted stock.
12
<PAGE>
(11) Based on a total of 6,122,070 shares of Common Stock outstanding as of
February 29, 2000, plus shares of Common Stock which may be acquired by
the beneficial owner, or group of beneficial owners, within 60 days of
February 29, 2000, by exercise of 284,216 options.
* Represents less than 1% of the outstanding shares of Common Stock.
</FN>
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the last two (2) fiscal years, the Bank loaned funds to certain of
the Company's executive officers and directors in the ordinary course of
business, on substantially the same terms as those prevailing at the time for
comparable transactions with other customers, and which did not involve more
than the normal risk of collectability or present other unfavorable features.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers and directors, and any
persons owning more than 10 percent of a class of the Company's stock, to file
certain reports on ownership and changes in ownership with the Securities and
Exchange Commission ("SEC"). During 1999, the executive officers and directors
of the Company filed with the SEC on a timely basis all required reports
relating to transactions involving equity securities of the Company beneficially
owned by them, except that Mr. Streicher and Mr. Land, each made one late filing
with respect to one transaction each.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The firm of Arthur Andersen, LLP served as the independent accountants for
the Company for the fiscal year ending December 31, 1999. Representatives of
Arthur Andersen, LLP will be present at the Annual Meeting of Shareholders and
will have an opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions. Currently, no accounting firm has
been selected to provide accounting services to the Company for the fiscal year
ending December 31, 2000. The Board of Directors and the Audit Committee plan to
consider the engagement of independent accountants at a later date.
SHAREHOLDER PROPOSALS
Shareholders who wish a proposal to be included in the Company's Proxy
Statement and form of proxy relating to the 2001 Annual Meeting should deliver a
written copy of their proposal to the principal executive offices of the Company
no later than December 17, 2000. Proposals should be directed to Joyce Bruner,
Corporate Secretary, CNB Florida Bancshares, Inc., P.O. Box 3239, Lake City,
Florida 32056. Proposals must comply with the SEC proxy rules relating to
shareholder proposals in order to be included in the Company's proxy materials.
To be considered timely, all other proposals of stockholders intended to be
presented at the next annual meeting of stockholders must be received by the
Company by February 21, 2001. Additionally, the Company may solicit proxies in
connection with next year's annual meeting which confer discretionary authority
to vote on any shareholder proposals of which the Company does not receive
notice by February 21, 2001.
ANNUAL REPORT; FORM 10-K
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1999 is being provided to each shareholder simultaneously
with delivery of this Proxy Statement. Additional copies of the Annual Report to
Shareholders or copies of the Company's Annual Report on Form 10-K, filed with
the SEC, may be obtained by writing to Joyce Bruner, Corporate Secretary, CNB
Florida Bancshares, Inc., P.O. Box 3239, Lake City, Florida 32056.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of CNB does
not anticipate that other matters will be brought before the Annual Meeting of
Shareholders. If, however, other matters are properly brought before the Annual
Meeting of Shareholders, the persons appointed as proxies will have the
discretion to vote or act thereon according to their best judgment.
13
<PAGE>
COST OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company,
including expenses in connection with the preparation and mailing of this proxy
statement. In addition to the use of the mail, proxies may be solicited by
personal interview, telephone, facsimile or e-mail by Directors, officers or
regular employees of the Company, who will not receive additional compensation
for such solicitation but may be reimbursed for reasonable out-of-pocket
expenses incurred in connection therewith.
Holders of Common Stock are requested to complete, date and sign the
accompanying form of proxy and promptly return it to the Company's transfer
agent in the enclosed, addressed postage paid envelope.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Joyce Bruner
Joyce Bruner
Corporate Secretary
Dated: April 7, 2000
14
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
I, the undersigned shareholder of CNB Florida Bancshares, Inc. (the
"Company"), do hereby nominate, constitute and appoint Mr. G. Thomas Frankland,
and Ms. Joyce Bruner, or any one or more of them my true and lawful proxy and
attorney(s) with full power of substitution for me and in my name, place and
stead, to represent and vote all of the common stock par value $.01 per share of
the Company, held in my name on its books on March 29, 2000 at the Annual
Meeting of Shareholders to be held on Wednesday, May 17, 2000.
PROPOSAL 1. Election of the following Directors:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all
(except as marked to the contrary nominees listed below
below)
Thomas R. Andrews Halcyon E. Skinner
Audrey S. Bullard William Streicher
Raymon Land, Sr. K.C. Trowell
Marvin H. Pritchett
(INSTRUCTION: To withhold authority to vote for any individual nominee
write the name(s) of such nominee(s) below.)
- ---------------------------------------------------------------------------
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE NOMINEES.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting of Shareholders.
IMPORTANT: PLEASE SIGN AND DATE ON REVERSE
This proxy, when property executed, will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, the proxy will
be voted FOR Proposal 1. Should any other matter requiring a vote of the
shareholders arise, the proxies named above are authorized to vote in accordance
with their best judgment in the interest of the Company.
- ---------------------------------
Date
- ---------------------------------
Signature
- ---------------------------------
Signature (if jointly held)
- ---------------------------------
Print Name Here
IMPORTANT: Please sign exactly as your name appears hereon. When shares are held
by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign the full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ADDRESSED ENVELOPE OR OTHERWISE TO SUNTRUST BANK, ATLANTA, MAIL CODE 258, P.O.
BOX 4625, ATLANTA, GEORGIA 30302. IF YOU DO NOT SIGN AND RETURN A PROXY OR
ATTEND THE MEETING AND VOTE, YOUR SHARES CANNOT BE VOTED.
