<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 Section 240.14a-11(c) or Section
240.14a-12
- --------------------------------------------------------------------------------
SOUTH FLORIDA BANK HOLDING CORPORATION
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
WILLIAM P. VALENTI
(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:
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<PAGE> 2
SOUTH FLORIDA BANK HOLDING CORPORATION
April 1, 1998
TO THE SHAREHOLDERS OF
SOUTH FLORIDA BANK HOLDING CORPORATION
You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of South Florida Bank Holding Corporation which will be held at
the Colonial office of South Florida Bank, 1500 Colonial Boulevard, Fort
Myers, Florida 33919, on Tuesday, April 28, 1998 beginning at 4:00 P.M.
At the 1998 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 2001. Shareholders also will consider and vote upon such other or further
business as may properly come before the 1998 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 Registrar and Transfer Company. 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,
Robert Ernest Hendry
Chairman of the Board
<PAGE> 3
SOUTH FLORIDA BANK HOLDING CORPORATION
2017 MCGREGOR BOULEVARD
FORT MYERS, FLORIDA 33901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 28, 1998
Notice is hereby given that the 1998 Annual Meeting of Shareholders of
South Florida Bank Holding Corporation (the "Holding Corporation") will be held
at the Colonial office of South Florida Bank, 1500 Colonial Boulevard, Fort
Myers, Florida 33919, on Tuesday, April 28, 1998, at 4:00 P.M. ("1998 Annual
Meeting"), for the following purposes:
1. Elect Directors. To elect three directors 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 1998 Annual Meeting and any adjournment or
postponement thereof.
Only shareholders of record at the close of business on March 13, 1998,
are entitled to notice of and to vote at the 1998 Annual Meeting or any
adjournment or postponement thereof. All shareholders, whether or not they
expect to attend the 1998 Annual Meeting in person, are requested to complete,
date, sign and return the enclosed proxy to Registrar and Transfer Company 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 1998 Annual
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
William P. Valenti
April 1, 1998 President and Chief Executive Officer
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 1998 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
SOUTH FLORIDA BANK HOLDING CORPORATION
TO BE HELD ON
APRIL 28, 1998
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the shareholders of South
Florida Bank Holding 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
Tuesday, April 28, 1998, and at any adjournment or postponement thereof ("1998
Annual Meeting"). The 1998 Annual Meeting is being held to (i) elect three
directors to serve until the Annual Meeting of Shareholders in 2001, and (ii)
transact such other or further business as may properly come before the 1998
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 1998 Annual Meeting other than the matters
described in this Proxy Statement. This Proxy Statement is dated April 1,
1998, and it and the accompanying notice and form of proxy are first being
mailed to the shareholders of the Holding Corporation on April 1, 1998.
The principal executive offices of the Holding Corporation are located at
2017 McGregor Boulevard, Fort Myers, Florida 33901. The telephone number of
the Holding Corporation at such offices is (941) 334-2020.
RECORD DATE, SOLICITATION AND REVOCABILITY OF PROXIES
The Board of Directors of the Holding Corporation has fixed the close of
business on March 13, 1998, as the record date for the determination of the
Holding Corporation shareholders entitled to notice of and to vote at the 1998
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 1998 Annual Meeting. At the close of business on such date,
there were 1,210,975 shares of the Holding Corporation Common Stock outstanding
and entitled to vote held by approximately 694 shareholders of record. Holders
of the Holding Corporation Common Stock are entitled to one vote on each matter
considered and voted upon at the 1998 Annual Meeting for each share of Holding
Corporation Common Stock held of record at the close of business on March 13,
1998. The affirmative vote of the holders of a majority of shares of Holding
<PAGE> 5
Corporation Common Stock represented and entitled to vote at the 1998 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 1998 Annual
Meeting and not revoked, will be voted at the 1998 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 THREE 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 1998 ANNUAL
MEETING.
A shareholder who has given a proxy may revoke it at any time prior to its
exercise at the 1998 Annual Meeting by either (i) giving written notice of
revocation to the Secretary of the Holding Corporation, (ii) properly
submitting to the Secretary of the Holding Corporation a duly executed proxy
bearing a later date, or (iii) appearing in person at the 1998 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: Registrar and Transfer Company, 10 Commerce Drive, Cranford, New
Jersey 07016.
A copy of the 1997 Annual Report to Shareholders, including financial
statements for the year ended December 31, 1997, accompanies this Proxy
Statement.
2
<PAGE> 6
ELECTION OF DIRECTORS
GENERAL
The 1998 Annual Meeting is being held to elect three directors of the
Holding Corporation to serve three-year terms 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 terms of
directors of Class II expire at the 1998 Annual Meeting. Accordingly, the
three members of Class II are standing for re-election to a three-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 three 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
THREE 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 March 13, 1998. Each of the
following individuals is also serving as a director of South Florida Bank (the
"Bank"), which is wholly-owned subsidiary of the Holding Corporation
(collectively, the "Company"). For information concerning membership on
committees of the Board of Directors, see "ELECTION OF DIRECTORS - -
Information About the Board of Directors and Its Committees."
3
<PAGE> 7
<TABLE>
<CAPTION>
AMOUNT, PERCENTAGE
NOMINEE OR DIRECTOR AND NATURE OF
CONTINUING IN OFFICE INFORMATION ABOUT BENEFICIAL OWNERSHIP
AND YEAR FIRST ELECTED NOMINEE OR DIRECTOR OF HOLDING CORPORATION
A DIRECTOR CONTINUING IN OFFICE COMMON STOCK (1)
- ---------------------- -------------------- ----------------------
NOMINEES FOR DIRECTOR
CLASS II
FOR THREE-YEAR TERM
EXPIRING ANNUAL MEETING 2001
<S> <C> <C>
Robert C. Adkins Mr. Adkins has served as President 46,350 (2)
1990 and General Manager of Dixie Buick, Inc. (3.8%)
in Fort Myers since 1961.
Mr. Adkins is 64.
Carole A. Green Ms. Green is a Director of the Hospital Board 1,610
1996 of Lee County d/b/a Lee Memorial Health (.13%)
Systems since 1995. Ms. Green is 46.
William P. Valenti Mr. Valenti has over 30 years of banking 38,000 (3)
1992 experience, including serving as President (3.1%)
and Chief Executive Officer of the Holding
Corporation and the Bank since February 1992.
Mr. Valenti is 53.
MEMBERS OF THE BOARD OF DIRECTORS
CONTINUING IN OFFICE
CLASS III
TERM EXPIRES ANNUAL MEETING 1999
James T. Humphrey, Jr. Mr. Humphrey has been a partner 31,500 (4)
1990 in the law firm of Humphrey & Knott, (2.6%)
P.A. in Fort Myers since 1982. Mr.
Humphrey is 57.
</TABLE>
4
<PAGE> 8
<TABLE>
<S> <C> <C>
George T. Mann, Jr. Mr. Mann is President of George T. Mann 4,750 (5)
1996 General Contractor, Inc. since 1985. He (.39%)
served on the Board of Directors of First
Federal Savings & Loan Association of
Fort Myers and, subsequently, Society/First
Federal from 1980 through 1996. Mr.
Mann is 58.
Wallace M. Tinsley Mr. Tinsley is presently retired. 38,716 (6)
1990 From 1984 to 1988, he served as (3.2%)
President of Fort Myers Auto Parts.
Mr. Tinsley is 67.
CLASS I
TERM EXPIRES ANNUAL MEETING 2000
Ronald D. Focht Mr. Focht is President and owner of 51,192 (7)
1993 United Welding and Machine Company (4.2%)
since 1976. Mr. Focht is 52.
Robert Ernest Hendry Dr. Hendry has been engaged 45,420 (8)
1990 in private practice as a dentist (3.8%)
in Fort Myers since 1962. Dr.
Hendry has served as Chairman
of the Board of the Holding
Corporation since February
1991. Dr. Hendry is 62.
</TABLE>
____________________
(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
5
<PAGE> 9
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 25,550 shares owned individually by Mr. Adkins, 14,000 shares
owned by his spouse, 5,000 shares owned by Dixie Buick, Inc., a
corporation controlled by Mr. Adkins, and 1,800 shares held by his spouse
in trust for minor children.
(3) Includes 32,750 shares which Mr. Valenti has the right to acquire pursuant
to presently exercisable stock options, 1,100 shares held jointly with his
spouse, 100 shares held jointly with his parent, 50 shares owned by his
spouse, and 4,000 shares owned by his IRA.
(4) Includes 17,500 shares (as to which he shares voting power) owned by his
law firm's profit sharing plan, 11,500 shares held jointly with his
spouse, and 2,500 shares owned by his IRA.
(5) Consists of shares held by him as trustee.
(6) Includes 23,808 shares owned individually by Mr. Tinsley, 14,508 shares
owned by his spouse and 400 shares owned by his spouse's IRA.
(7) Shares held jointly with spouse.
(8) Represents 33,400 shares held in Dr. Hendry's retirement trust and 12,020
shares owned individually by Dr. Hendry.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Holding Corporation held six meetings during
the year ended December 31, 1997. 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 three committees. Certain
information regarding the function of these standing committees, their
membership, and the number of meetings held during 1997 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
6
<PAGE> 10
established any procedures for this purpose. The Board held one meeting in its
capacity as the Nominating Committee during 1997.
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. Messrs. Focht, Mann and
Tinsley are the members of this committee. The committee held three meetings
during 1997.
The Compensation Committee reviews the Holding Corporation's total
compensation and benefits program. It also makes recommendations to the Board
concerning compensation and other arrangements for executive officers of the
Holding Corporation as well as annual increases in compensation for all
employees. The members of this committee are Messrs. Adkins and Focht and Dr.
Hendry. The committee held two meetings during 1997.
The Bank pays each outside director $700 per month ($900 per month to Dr.
Hendry as Chairman).
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 AND POSITION
HELD IN THE COMPANY INFORMATION ABOUT EXECUTIVE OFFICER
- ------------------- -----------------------------------
<S> <C>
William P. Valenti Mr. Valenti has over 30 years of banking experience,
President and Chief including serving as President and Chief Executive Officer
Executive Officer of of the Holding Corporation and the Bank since February
the Holding Corpora- 1992. Mr. Valenti is 53.
tion and the Bank
</TABLE>
7
<PAGE> 11
<TABLE>
<S> <C>
Harold S. Taylor, Jr. Mr. Taylor has served as Executive Vice President,
Executive Vice President Secretary and Treasurer of the Holding Corporation since
Secretary and Treasurer February 1996, Executive Vice President and Senior
of the Holding Corporation Loan Officer of the Bank since June 1993, and as Senior
and Executive Vice President Vice President of the Bank from January 1993 to June
and Senior Loan Officer 1993. From November, 1989 to January 1993, he
of the Bank served as Senior Vice President and Senior Credit Policy
Officer of First Florida Banks N.A. in Fort Myers, Florida.
Mr. Taylor is 42.
</TABLE>
MANAGEMENT STOCK OWNERSHIP
As of March 13, 1998, based on available information, all directors and
officers of the Holding Corporation as a group (nine persons) beneficially
owned 279,663 shares of Holding Corporation Common Stock which constituted
23.1% of the number of shares outstanding at that date.
EXECUTIVE COMPENSATION AND BENEFITS
The following table sets forth all cash compensation for the Holding
Corporation's Chief Executive Officer for services to the Company in 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
- ---------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
- --------------------------------------------------------------- ------------------- -------
Name Restricted
and Other Stock
Principal Annual Options/ LTIP All Other
Position Year Salary Bonus Compensation Award(s) SARs Payouts Compensation (2)
-------- ---- ------ ----- ------------ ------ ---- ------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William P. 1997 $ 119,664 $ 20,000 $ 5,400 (1) -0- -0- -0- $ 4,187
Valenti, President 1996 $ 110,800 $ 15,000 $ 5,400 (1) -0- -0- -0- $ 3,645
and Chief Executive 1995 $ 107,650 $ 12,500 $ 5,400 (1) -0- -0- -0- $ 2,392
Officer of the Bank
- -----------------
</TABLE>
(1) Represents automobile allowance.
(2) Represents amounts contributed by the Bank to Mr. Valenti's account in the
Section 401(k) Plan.
8
<PAGE> 12
INFORMATION ON BENEFIT PLANS AND POLICIES
Stock Option Plan. The Holding Corporation has an Officers' and
Employees' Stock Option Plan for its officers and employees (the "Plan"). The
purpose of the Plan is to advance the interests of the Company by affording to
the Company's officers an opportunity to increase their proprietary interest in
the continued growth and financial success of the Company. The Plan also
reenforces the Company's efforts to retain and attract highly competent
individuals upon whose judgment, initiative, leadership, and continued efforts,
the future viability and success of the Company in large measure depends.
Under the Plan, 100,000 shares of Holding Corporation Common Stock are
reserved for issuance, subject to antidilution adjustments. Of this amount, as
of March 13, 1998, options for 36,000 and 22,500 shares were issued to William
P. Valenti and Harold S. Taylor, Jr., respectively, with the exercise price for
57,000 shares at $5.00 per share and with an exercise price of $10.50 for the
remaining 1,500 shares. The balance of the shares are reserved for issuance to
Company officers and employees as the Board of Directors in its discretion
shall determine. The Plan provides that the option price must be paid in cash
and in an amount equal to the greater of $5.00 or the fair market value of the
stock on the date of grant.
Under the Plan, the Board of Directors may elect to make awards of both
incentive stock options intended to meet the requirements of certain sections
of the Internal Revenue Code of 1986, as amended, from time to time, and
nonqualified stock options which do not meet such requirements.
During each of the first four years following the grant of an option under
the Plan, 25% of the option granted may be exercised. If an option is not
exercised in any one year, it may be exercised in a later year. Of the 36,000
options granted to Mr. Valenti, 32,750 are not subject to the foregoing
limitations but are immediately exercisable, and the remaining options for
3,250 shares are subject to such limitations. Any options not exercised within
10 years from the date of grant shall expire. If a participant ceases to be
employed by the Company because of disability or death, the participant (or his
estate as the case may be) may exercise options which were exercisable upon
such termination of employment for three months (in the case of disability or
retirement) and six months (in the case of death) after such termination. If a
participant ceases to be employed by the Company for any reason except death,
disability or retirement, any option or options granted him under the Plan
which have not been exercised shall be deemed cancelled. Upon any merger,
combination, sale of substantially all of the assets of the Company, or a
change of control of the Company (as defined in the Plan), all outstanding
stock options become immediately exercisable, regardless of how many years have
passed since the date of grant. No stock option may be transferred by an
optionee otherwise then by will or the laws of descent and distribution, and
such stock option is exercisable during the lifetime of the optionee, only by
the optionee or a legal guardian or personal representative.
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<PAGE> 13
The Plan is administered by a committee consisting of all members of the
Board of Directors of the Holding Corporation who (at the time they exercised
discretion in making decisions under the Plan) are not, and have not at any
time for one year prior thereto been, eligible to receive an option under the
Plan. The administrative committee determines, subject to the provisions of
the Plan, which employees will receive options, the numbers of shares to be
optioned to any employee, the date of grant of each option, and all other terms
and conditions governing each option.
The Board of Directors may at any time amend or terminate the Plan;
however, without the approval of the shareholders of the Holding Corporation,
the Board may not amend the Plan to increase the aggregate number of shares for
which options may be granted (except as may be necessary to adjust for certain
antidilution events) or alter the class of persons eligible to receive options
under the Plan. No amendment or termination of the Plan may, without the
consent of the optionee, adversely effect the rights of any options with
respect to an option or the unexercised portion thereof.
The following sets forth certain information regarding options outstanding
to Mr. Valenti as of December 31, 1997:
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>
William P. Valenti --- --- 32,750/3,250 $162,500/$12,500
</TABLE>
Employment Agreement. The Holding Corporation has entered into an
Employment Agreement with William P. Valenti (President and Chief Executive
Officer of the Holding Corporation and the Bank). During 1997, a base annual
salary of $119,664 was paid to Mr. Valenti. The agreement also includes
provisions for an automobile allowance, a term life insurance policy in the
amount of $250,000, and individual bonuses.
The agreement terminates on June 30, 1998 and automatically renews for
successive one-year terms thereafter, unless either the Board of Directors or
the executive provides written notice to the other at least 30 days prior to
the end of the existing term. The agreement is terminable by the Bank for
"cause", as defined in the agreement at any time upon written notice to the
executive.
10
<PAGE> 14
Generally, the agreement also provides that (i) upon disability, the executive
is entitled to receive 66 2/3% of salary (during the initial exclusion period
for coverage under disability insurance policies for which the Company has paid
the premium); (ii) upon termination of the agreement for "cause", the executive
is entitled to salary and accrued and unpaid bonus amounts up to the date of
such termination; (iii) upon termination of the agreement without "cause", the
executive is entitled to salary plus medical and life insurance benefits for a
period of the greater of two years thereafter or until termination of the
employment agreement; and (iv) upon the death of the executive, the executive's
estate will be entitled to receive any accrued and unpaid salary at the date of
death, any bonuses payable to the executive, and accrued but unused vacation
time. The executive also will have been deemed to have been terminated without
cause if there is a change in control (as defined in the agreement) and,
following such change in control, there is a significant reduction in the
authority of the executive, his title, or his compensation, or a termination of
his employment (except for death, resignation, or disability). The employment
agreement also provides for the issuance to the executive of the stock options
discussed above under "Stock Option Plan."
The employment agreement also contains a two-year non-competition clause
which applies following termination of the executive's service because of
resignation, retirement or termination of employment for "cause." The
non-competition prohibition applies to Lee County, Florida. The employment
agreement also contains provisions providing for non-solicitation of Bank
employees for two years subsequent to the termination of the executive's
service because of resignation, retirement or termination of employment for
"cause", and also contains confidentiality provisions.
Profit Sharing Plan. The 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. The Bank may contribute
a matching amount up to the 15% of compensation amount. Amounts deferred by
participants are fully vested. Contributions by the Bank vest based on
percentage amounts of 25% to 100% over two to five years of service.
CERTAIN TRANSACTIONS
The Bank has entered into a ground lease with The Daniels & Metro Group, a
Florida general partnership, for the property on which its Metro branch office
is located. Messrs. Humphrey and Tinsley (directors of the Holding
Corporation), along with their affiliates, owned or controlled as of March 13,
1998, an aggregate of approximately 14.27% of The Daniels & Metro Group. The
property is being leased until August 31, 1999 at a monthly rental of $3,500,
and may be terminated by either party upon four months' prior written notice to
the other. The Bank believes that, based on an independent appraisal of the
fair rental value of the property, the transaction is on terms no less
favorable than which could have been obtained by the Bank from parties not
affiliated with the Bank.
11
<PAGE> 15
The Bank has entered into a lease of office space owned by Mann
Enterprises, of which George T. Mann, Jr. is a partner. The property is
currently being leased for $1,854 per month. The lease, which expires April
30, 1999, has two renewal options for three years each. Mr. Mann is a director
of both the Holding Corporation and the Bank.
The law firm of Humphrey & Knott, P.A. serves as legal counsel for the
Bank and received $45,000 of fees for legal services rendered during 1997. Mr.
Humphrey, a senior member of the firm, is a director of both the Holding
Corporation and the Bank.
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.
OWNERSHIP OF EQUITY SECURITIES
As of March 13, 1998, the only shareholders known to the Holding
Corporation to be beneficial owners, as defined by rules of the Securities and
Exchange Commission, of 5% or more of the outstanding shares of the Holding
Corporation Common Stock were Mr. Andrew J. Nychyk and Ewing/Florida Bank Stock
Fund, Limited Partnership. Beneficial ownership information with respect to
those two shareholders has been set forth in the following table.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------ ---------------------- --------
<S> <C> <C>
Andrew J. Nychyk 92,441 (1) 7.6%
2606 Cortez Boulevard
Fort Myers, FL 33901
Ewing/Florida Bank Stock Fund, 75,000 6.2%
Limited Partnership
Post Office Box 568589
Orlando, Florida 32856-8589
</TABLE>
(1) Includes 20,500 shares owned by his spouse, as to which shares he
disclaims beneficial ownership.
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<PAGE> 16
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Proposals of shareholders of the Holding Corporation intended to be
presented at the 1999 Annual Meeting of Shareholders must be received by the
Holding Corporation at its principal executive offices on or before December 1,
1998, in order to be included in the Holding Corporation's Proxy Statement and
form of proxy relating to the 1999 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 1997, all filing requirements applicable to reporting
persons were met.
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, 1998 until the latter part of 1998. Brewer, Beemer, Kuehnhackl &
Koon, P.A. has served as independent public accountants for the Holding
Corporation and the Bank since 1993. A representative of Brewer, Beemer,
Kuehnhackl & Koon, P.A. is expected to be present at the 1998 Annual Meeting
and will have the opportunity to make a statement if he or she so desires and
respond to appropriate questions.
OTHER INFORMATION
PROXY SOLICITATION
The cost of soliciting proxies for the 1998 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,
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<PAGE> 17
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 1998 Annual Meeting other than those described in this Proxy
Statement. If any other matters properly come before the 1998 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-K for its fiscal year ended December 31, 1997, including
financial statements and schedules thereto, as filed with the Securities and
Exchange Commission. Written requests may be made to South Florida Bank
Holding Corporation, 2017 McGregor Boulevard, Fort Myers, Florida 33901,
Attention: William P. Valenti.
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<PAGE> 18
APPENDIX
PROXY CARD
REVOCABLE PROXY
SOUTH FLORIDA BANK HOLDING CORPORATION
PROXY SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 1998.
The undersigned hereby appoints Robert Ernest Hendry and James T.
Humphrey, Jr., or either of them with individual power of substitution, proxies
to vote all shares of the Common Stock of South Florida Bank Holding
Corporation (the "Holding Corporation") which the undersigned may be entitled
to vote at the Annual Meeting of Shareholders to be held at the Colonial office
of South Florida Bank, 1500 Colonial Boulevard, Fort Myers, Florida 33919, on
Tuesday, April 28, 1998, 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 THREE
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 C. Adkins
[ ] [ ] [ ] Carole A. Green
[ ] [ ] [ ] William P. Valenti
<PAGE> 19
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
partner-ship, please sign in
partnership name by authorized person.
SHARES _______________
DATED April ___, 1998
___________________________________
Signature
___________________________________
Signature if held jointly
___________________________________
Please print or type your name
[ ] Please mark here if you intend to attend the 1998 Annual Meeting of
Shareholders.
