<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
First Palm Beach Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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 14a-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> 2
FIRST PALM BEACH BANCORP, INC.
450 SOUTH AUSTRALIAN AVENUE
WEST PALM BEACH, FLORIDA 33401
December 18, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the
"Annual Meeting") of First Palm Beach Bancorp, Inc. (the "Company"), the holding
company for First Bank of Florida (the "Bank"), West Palm Beach, Florida, which
will be held on Wednesday, January 21, 1998 at 9:00 a.m., Eastern Standard time,
in the Florida Room at the First Bank of Florida Corporate Headquarters, 450
South Australian Avenue, West Palm Beach, Florida 33401.
The attached Notice of Annual Meeting and the Proxy Statement describe the
business to be transacted at the Annual Meeting. Directors and officers of First
Palm Beach Bancorp, Inc., as well as representatives of Deloitte & Touche LLP,
the Company's independent auditors, will be present at the meeting to respond to
any questions that our stockholders may have regarding the business to be
transacted.
The Board of Directors of First Palm Beach Bancorp, Inc. has determined
that the matters to be considered at the meeting are in the best interests of
the Company and its stockholders. For the reasons set forth in the Proxy
Statement, the Board unanimously recommends a vote "FOR" each matter to be
considered.
PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. YOUR COOPERATION
IS APPRECIATED SINCE A MAJORITY OF THE COMMON STOCK MUST BE REPRESENTED, EITHER
IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR THE CONDUCT OF BUSINESS.
On behalf of the Board of Directors and all of the employees of the Company
and the Bank, I wish to thank you for your continued support. We appreciate your
interest.
Sincerely yours,
/s/ Louis O. Davis, Jr.
Louis O. Davis, Jr.
President and Chief Executive Officer
<PAGE> 3
FIRST PALM BEACH BANCORP, INC.
450 SOUTH AUSTRALIAN AVENUE
WEST PALM BEACH, FLORIDA 33401
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 21, 1998
---------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of First Palm Beach Bancorp, Inc. (the "Company") will be held on
Wednesday, January 21, 1998, at 9:00 a.m., Eastern Standard time, in the Florida
Room on the fourth floor of the Corporate Headquarters of First Bank of Florida,
450 South Australian Avenue, West Palm Beach, Florida 33401.
The Annual Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of three directors for terms of three years each;
2. The ratification of the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal year ending September
30, 1998; and
3. Such other matters as may properly come before the meeting or any
adjournments or postponements thereof.
Holders of record of First Palm Beach Bancorp, Inc. common stock as of the
close of business on November 24, 1997 are entitled to notice of and to vote at
the Annual Meeting and at any adjournments or postponements thereof. A list of
stockholders entitled to vote at the Annual Meeting will be available at First
Palm Beach Bancorp, Inc., at the address set forth above for a period of ten
days prior to the Annual Meeting and will also be available at the Annual
Meeting.
By Order of the Board of Directors
/s/ John C. Trammel
John C. Trammel
Secretary
West Palm Beach, Florida
December 18, 1997
- --------------------------------------------------------------------------------
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU
OWN. EVEN IF YOU PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE POSTAGE PAID ENVELOPE
PROVIDED. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE EITHER IN PERSON
OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON
AT ANY TIME PRIOR TO ITS EXERCISE.
- --------------------------------------------------------------------------------
<PAGE> 4
FIRST PALM BEACH BANCORP, INC.
---------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 21, 1998
GENERAL INFORMATION
This Proxy Statement and the accompanying proxy card are being furnished to
stockholders of First Palm Beach Bancorp, Inc. (the "Company") in connection
with the solicitation by the Board of Directors of the Company (the "Board of
Directors" or the "Board") of proxies to be used at the Company's Annual Meeting
of Stockholders to be held on January 21, 1998 and any adjournments or
postponements thereof (the "Annual Meeting"). Only holders of record of the
Company's Common Stock, par value $.01 per share (the "Common Stock"), as of the
close of business on November 24, 1997 (the "Record Date") are entitled to vote
at the Annual Meeting. The 1997 Annual Report to Stockholders, including the
consolidated financial statements for the fiscal year ended September 30, 1997,
accompanies this Proxy Statement and proxy card, which are first being mailed to
stockholders of record on or about December 18, 1997.
VOTING AND QUORUM REQUIREMENTS
As of the Record Date there were 5,052,246 shares of Common Stock issued
and outstanding and entitled to vote at the Annual Meeting. Each share of Common
Stock outstanding on the Record Date entitles the holder thereof to one vote on
each matter to properly come before the Annual Meeting, except as described
below. The presence, either in person or by proxy, of the holders of a majority
of the shares of Common Stock issued and outstanding as of the Record Date is
necessary to constitute a quorum at the Annual Meeting.
The election of directors shall be by a plurality of votes cast by the
holders of Common Stock present, in person or by proxy, and entitled to vote
thereon. Holders of Common Stock may not vote their shares cumulatively with
respect to the election of directors. The ratification of the appointment of
independent auditors and any other matters as may properly come before the
Annual Meeting requires a majority of the votes cast by the holders of Common
Stock present, in person or by proxy, and entitled to vote thereon.
Shares of Common Stock as to which the "ABSTAIN" box has been selected on
the proxy card with respect to the ratification of the appointment of Deloitte &
Touche LLP as independent auditors for the Company will be counted as present
and entitled to vote and will have the effect of a vote against the proposal. In
contrast, shares underlying broker non-votes will not be counted as present and
entitled to vote and will have no effect on the vote on each matter presented.
Every properly executed proxy that is timely received by the Company will
be voted in accordance with the instructions contained therein unless otherwise
revoked. Properly executed unmarked proxies will be voted FOR the election of
the Board's nominees as directors, and FOR the ratification of the appointment
of the independent auditors. If you are a stockholder whose shares are not
registered in your own name, you will need an assignment of voting rights from
the stockholder of record to vote personally at the Annual Meeting.
Proxies solicited hereby will be returned to Chase Mellon Shareholder
Services and will be tabulated by inspectors of election designated by the
Board, who will not be employed by, or be directors of, the Company or any of
its affiliates. After the final adjournment of the Annual Meeting, the proxies
will be returned to the Board for safekeeping.
Pursuant to the Certificate of Incorporation of the Company, no record
stockholder of Common Stock which is beneficially owned, directly or indirectly,
by a stockholder who as of the Record Date beneficially owns more than ten
percent (10%) of Common Stock outstanding on such date (the "Limit") will be
entitled or permitted to vote any shares of Common Stock in excess of ten
percent (10%) of Common Stock
<PAGE> 5
outstanding as of the Record Date. A person or entity is deemed to beneficially
own shares owned by an affiliate of, as well as persons acting in concert with,
such person or entity. The Company's Certificate of Incorporation authorizes the
Board of Directors (i) to make all determinations necessary to implement and
apply the Limit, including determining whether persons or entities are acting in
concert, and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the Limit supply information to the Company
to enable the Board to implement and apply the Limit.
REVOCATION OF PROXIES
Any stockholder who executes a proxy has the right to revoke it at any time
before it is voted. A proxy may be revoked by delivering to the Secretary of the
Company, at its principal office, either a written revocation or a proxy, duly
executed, bearing a later date, or by attending the Annual Meeting and voting in
person.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of the Record Date,
as to those persons who have disclosed in certain reports filed with the Company
and with the Securities and Exchange Commission (the "SEC") in accordance with
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), beneficial ownership of more than 5% of the Company's
outstanding shares of Common Stock on the Record Date. Other than those persons
listed below, the Company is not aware of any person or group, as that term is
defined in Section 13(d)(3) of the Exchange Act, that owns more than 5% of the
Company's outstanding Common Stock as of the Record Date.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT OF
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP CLASS
- --------------------- -------------------------------------------------------- ---------- ----------
<S> <C> <C> <C>
Common Stock First Bank of Florida 372,450(1) 7.37%
Employee Stock Ownership Plan ("ESOP")
450 South Australian Avenue
West Palm Beach, FL 33401
Common Stock Josiah T. Austin and El Coronado Holdings, L.L.C. 263,250(2) 5.21%
El Coronado Ranch
Star Route Box 395
Pearce, Arizona 85625
</TABLE>
- ---------------
(1) Marine Midland Bank, as the trustee for the ESOP ("ESOP Trustee"), must vote
all allocated shares held in the ESOP in accordance with the instructions of
the participants. As of the Record Date, 220,267 shares of Common Stock in
the ESOP are held in the participants' allocated accounts. Under the ESOP,
unallocated shares held in the suspense account will be voted by the ESOP
Trustee in the interest of ESOP participants and their beneficiaries in
accordance with the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). Fred A. Greene, Louis O. Davis, Jr. and
R. Randy Guemple administer the ESOP as a committee, and have no voting and
shared investment power over shares of Common Stock held in the ESOP.
(2) Based on information set forth in a Schedule 13D filed on November 12, 1997,
Mr. Austin is the beneficial owner of all such shares in his personal
capacity, as trustee of various trusts and as sole managing member of El
Coronado Holdings, L.L.C. Mr. Austin has sole power to vote or direct the
vote or to dispose or to direct the disposition of 262,900 of such shares.
2
<PAGE> 6
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth, as of November 24, 1997, information with
respect to the shares of Common Stock beneficially owned by each director of the
Company, by each Named Executive Officer of the Company and Bank identified in
the Summary Compensation Table included elsewhere herein, and all directors and
executive officers of the Company or its wholly-owned subsidiary, the Bank, as a
group. The address for each such person is c/o the Company, 450 S. Australian
Avenue, West Palm Beach, Florida 33401.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
TITLE OF POSITION WITH OF PERCENT OF
CLASS NAME OF BENEFICIAL OWNER THE COMPANY(1) BENEFICIAL OWNERSHIP(2) CLASS
- ------------------- ------------------------ --------------------------- ----------------------- ----------
<S> <C> <C> <C> <C>
Common Stock William W. Lynch Director, Chairman of the 41,681(3) *
Board
Common Stock Louis O. Davis, Jr. Director, President and 150,245(4) 2.92%
Chief Executive Officer
Common Stock Dr. Edward M. Eissey Director, Vice Chairman of 27,066(5) *
the Board
Common Stock Fred A. Greene Director 47,160(6) *
Common Stock R. Randy Guemple Director, Executive Vice 83,445(7) 1.63%
President, Chief
Operating Officer, Chief
Financial Officer
(Company) and Treasurer
(Company)
Common Stock Holly W. Hadley, M.D. Director 18,550(8) *
Common Stock Robert P. Miller Director 35,361(9) *
Common Stock Daniel O. Sokoloff, M.D. Director 18,550(10) *
Common Stock John A. Rudy Senior Vice President and 46,491(11) *
Investment Officer of the
Bank
Common Stock All directors and 538,360(12) 9.95%
executive officers as
a group (16 persons)
</TABLE>
- ---------------
* Less than one percent
(1) Titles are for both the Company and the Bank unless otherwise indicated.
(2) All persons shown in the table have sole voting and investment power,
except as otherwise indicated.
(3) Includes 16,681 shares held by the Bank's Pension Plan, as to which Mr.
Lynch shares voting and investment power as a member of the Pension Plan
Committee.
(4) Includes 6,297 shares held in trust by Marine Midland Bank as trustee under
the ESOP and allocated to Mr. Davis, as to which Mr. Davis has sole voting
(subject to the legal duties of the ESOP Trustee) and shares investment
power as a member of the ESOP Committee. Does not include 366,153 shares
held in trust pursuant to the ESOP, as to which Mr. Davis shares investment
power as a member of the ESOP Committee. Also includes 16,681 shares held
by the Bank's Pension Plan, as to which Mr. Davis shares voting and
investment power as a member of the Pension Plan Committee. Also includes
100,234 shares underlying currently exercisable options granted pursuant to
the Company's 1993 Incentive Stock Option Plan (the "Option Plan").
(5) Includes 20,000 shares underlying currently exercisable options granted
pursuant to the Company's 1993 Stock Option Plan for Outside Directors
("Directors Option Plan").
(6) Includes 16,681 shares held by the Bank's Pension Plan, as to which Mr.
Greene shares voting and investment power as a member of the Pension Plan
Committee. Does not include 372,450 shares held in trust pursuant to the
ESOP, as to which Mr. Greene shares investment power as a member of the
ESOP
3
<PAGE> 7
Committee. Also includes 22,226 shares underlying currently exercisable
options granted pursuant to the Directors Option Plan.
(7) Includes 3,830 shares held in trust by Marine Midland Bank as trustee under
the ESOP and allocated to Mr. Guemple, as to which Mr. Guemple has sole
voting (subject to the legal duties of the ESOP Trustee) and shares
investment power as a member of the ESOP Committee. Does not include
368,620 shares held in trust pursuant to the ESOP, as to which Mr. Guemple
shares investment power as a member of the ESOP Committee. Also includes
73,800 shares underlying currently exercisable options granted pursuant to
the Option Plan.
(8) Includes 3,534 shares awarded pursuant to the Bank's Recognition and
Retention Plan for Outside Directors ("Directors Retention Plan") which are
held by Marine Midland Bank as trustee and as to which Dr. Hadley possesses
sole voting power but no investment power. Does not include 10,600 shares
held by Marine Midland Bank as trustee under the Directors Retention Plan
and not allocated to any director's account, as to which Dr. Hadley shares
voting power. Also includes 13,250 shares underlying currently exercisable
options granted pursuant to the Directors Option Plan.
(9) Includes 26,500 shares underlying currently exercisable options granted
pursuant to the Directors Option Plan.
(10) Includes 3,534 shares awarded pursuant to the Directors Retention Plan
which are held by Marine Midland Bank as trustee and as to which Dr.
Sokoloff possesses sole voting power but no investment power. Does not
include 10,600 shares held by Marine Midland Bank as trustee under the
Directors Retention Plan and not allocated to any director's account, as to
which Dr. Sokoloff shares voting power. Also includes 13,250 shares
underlying currently exercisable options granted pursuant to the Directors
Option Plan.
(11) Includes 4,091 shares held in trust by Marine Midland Bank as trustee under
the ESOP, as to which Mr. Rudy has voting (subject to the legal duties of
the ESOP Trustee) but no investment power. Also includes 24,900 shares held
jointly with Mr. Rudy's wife, with whom Mr. Rudy shares voting and
investment power, 1,200 shares held indirectly, as to which Mr. Rudy
disclaims beneficial ownership, and 15,000 shares underlying currently
exercisable options granted pursuant to the Option Plan.
(12) Includes 7,086 shares held by Marine Midland Bank as trustee under the
Directors Retention Plan and awarded to Drs. Hadley and Sokoloff; 10,600
shares held by Marine Midland Bank as trustee under the Directors Retention
Plan and not allocated to any director's account, as to which certain
directors share voting power; 1,000 shares held by Marine Midland Bank as
trustee under the Recognition and Retention Plan for Officers and Employees
("RRP") and awarded to one executive officer; 1,520 shares held by Marine
Midland Bank as trustee under the RRP and not allocated to any individual's
account, as to which one executive officer, by virtue of his status as an
RRP participant, has voting power; 23,571 shares held by Marine Midland
Bank as trustee under the ESOP and allocated to certain executive officers,
who have the power to vote such shares (subject to the legal duties of the
ESOP Trustee); 95,226 shares underlying currently exercisable options under
the Directors Option Plan; 261,147 shares underlying currently exercisable
options under the Option Plan and 16,681 shares held by the Bank's Pension
Plan, as to which Messrs. Davis, Lynch and Greene and one executive officer
share voting and investment power as members of the Pension Plan Committee.
Except with respect to the 23,571 shares noted previously, does not include
372,450 shares held in trust pursuant to the ESOP, as to which Messrs.
Davis, Greene and Guemple share investment power as members of the ESOP
Committee.
4
<PAGE> 8
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors consists of eight directors, divided into three
classes, two of which consist of three directors and one of which consists of
two directors. All the members of the Board of Directors of the Company also
presently serve as directors of the Bank. Upon election by the stockholders, the
directors of each class serve for a term of three years, with the directors of
one class elected each year. Directors serve until their successors are elected
and qualified.
The directors whose terms expire at the Annual Meeting are Holly W. Hadley,
M.D., Dr. Edward M. Eissey and R. Randy Guemple, who was elected to the Board on
November 18, 1997 to fill the vacancy caused by the retirement of T.R. Moffett
on that date. The nominees proposed for election at the Annual Meeting are Dr.
Edward M. Eissey, Holly W. Hadley, M.D. and R. Randy Guemple, all of whom, if
elected, will serve for a term expiring at the Annual Meeting of Stockholders to
be held in 2001. The nominees for directors are not being proposed for election
pursuant to any agreement or understanding between any person and the Company.
In the event that any of the nominees are unable to serve or decline to
serve for any reason, the proxies will be voted for the election of such other
person as may be designated by the current Board of Directors. The Board of
Directors has no reason to believe that any of the nominees will be unable or
unwilling to serve. UNLESS AUTHORITY TO VOTE FOR THE NOMINEE IS WITHHELD, THE
SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED AND RETURNED, WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES PROPOSED BY THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION AS DIRECTORS OF
THE NOMINEES NAMED IN THIS PROXY STATEMENT.
INFORMATION WITH RESPECT TO THE NOMINEES AND CONTINUING DIRECTORS
The following table sets forth certain information with respect to each
nominee for election as a director and each director whose term does not expire
at the Annual Meeting ("Continuing Director"). There are no arrangements or
understandings between the Company and any director or nominee pursuant to which
such person was elected or nominated to be a director of the Company. For
information with respect to security ownership of directors, see "Security
Ownership of Management."
<TABLE>
<CAPTION>
EXPIRATION OF
NAME AND PRINCIPAL OCCUPATION AT DIRECTOR TERM AS
PRESENT AND FOR THE PAST FIVE YEARS AGE SINCE(1) DIRECTOR
----------------------------------- --- --------- -------------
<S> <C> <C> <C>
NOMINEES
Dr. Edward M. Eissey................................... 69 1976 1998
Vice Chairman of the Board of the Company and the
Bank from 1994 to present; Chairman of the Board of
the Bank from 1987 to 1994; President, Palm Beach
Community College from 1978 to 1996. Retired since
January 1997.
R. Randy Guemple....................................... 46 1997(2) 1998
Executive Vice President, Chief Operating Officer,
Chief Financial Officer and Treasurer of the Company
from July 1996 to present; Executive Vice President
and Chief Operating Officer of the Bank from July
1996 to present; interim CFO and Treasurer of the
Bank from October to November 1997; Senior Vice
President, Treasurer, and Chief Financial Officer of
the Company and the Bank from 1992 to 1996; Treasurer
of First Bank of Florida Mortgage Corporation
(formerly First Federal Mortgage Corporation) from
1993 to present.
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
EXPIRATION OF
NAME AND PRINCIPAL OCCUPATION AT DIRECTOR TERM AS
PRESENT AND FOR THE PAST FIVE YEARS AGE SINCE(1) DIRECTOR
----------------------------------- --- --------- -------------
<S> <C> <C> <C>
Holly W. Hadley, M.D. ................................. 46 1996 1998
Family Practice
West Palm Beach, Florida
from 1990 to present.
CONTINUING DIRECTORS
William W. Lynch....................................... 71 1989 1999
Chairman of the Board of the Company and the Bank
from 1994 to present; President and Chief Executive
Officer of the Company from 1993 to 1994; President
and Chief Executive Officer of the Bank from 1989 to
1994; Executive Vice President of the Bank from 1966
to 1989.
Louis O. Davis, Jr. ................................... 51 1994 2000
President and Chief Executive Officer of the Company
and the Bank from 1994 to present; Executive Vice
President of the Company and the Bank from 1991 to
1994; Chief Operating Officer of the Bank from 1991
to 1994; Senior Vice President of the Bank from 1981
to 1991.
Fred A. Greene......................................... 66 1984 2000
Chairman of the Board (since 1986), President and
Chief Executive Officer, Gee & Jenson Engineers,
Architects & Planners, Inc. from 1990 to present.
Robert P. Miller....................................... 58 1977 1999
Insurance Agent
State Farm Insurance Company
Delray Beach, Florida
from 1968 to present.
Daniel O. Sokoloff, M.D. .............................. 46 1996 2000
Dermatology
West Palm Beach, Florida
from 1982 to present.
</TABLE>
- ---------------
(1) Includes years of service as a director of the Bank prior to the
incorporation of the Company.
(2) Pursuant to the Bylaws of the Company and the Bank, Mr. Guemple was elected
by the respective Boards as a Director of the Company and the Bank on
November 18, 1997 to fill the vacancy created by the retirement of T.R.
Moffett on that date.
6
<PAGE> 10
The following individuals are the executive officers of the Company and/or
the Bank and hold the offices set forth below opposite their names.
<TABLE>
<CAPTION>
NAME AGE POSITIONS HELD
- ---- --- --------------
<S> <C> <C>
Louis O. Davis, Jr........................ 51 President and Chief Executive Officer of the
Company and the Bank
R. Randy Guemple.......................... 46 Executive Vice President and Chief Operating
Officer of the Company and the Bank, Chief
Financial Officer (Company) and Treasurer
(Company)
Calvin L. Cearley......................... 58 Executive Vice President and Chief Lending Officer
of the Bank
John C. Trammel........................... 40 Senior Vice President and Secretary of the
Company; Executive Vice President, Chief
Administrative Officer and Secretary of the Bank
Rita K. Zambuto........................... 36 Executive Vice President and Chief of Retail
Banking of the Bank
Alissa E. Ballot.......................... 42 Senior Vice President for Legal Affairs of the
Bank
Rodney J. Bayliff......................... 51 Senior Vice President for Compliance of the Bank
Suzanne S. Brenner........................ 37 Senior Vice President, Chief Financial Officer and
Treasurer of the Bank
Angela G. Greenberg....................... 55 Senior Vice President for Loan Operations of the
Bank
John A. Rudy.............................. 57 Senior Vice President and Investment Officer of
the Bank
</TABLE>
The executive officers of the Company and Bank are elected annually and
hold office until their respective successors have been elected and qualified or
until death, resignation or removal by the Board of Directors. The Company and
the Bank have entered into Employment Agreements or Change of Control Agreements
with the executive officers which set forth the terms of such officers'
employment. See "Executive Compensation -- Employment Agreements" and "Executive
Compensation -- Change of Control Agreements."
Biographical information of executive officers of the Company or the Bank
who are not directors is set forth below.
Calvin L. Cearley was promoted to Executive Vice President and Chief
Lending Officer of the Bank in October 1997. Mr. Cearley joined the Bank as
Senior Vice President of the Lending Division in June 1997. Prior to that time,
Mr. Cearley served as President and CEO, Southeast Region, of Southtrust Bank
from June 1996 to June 1997, and President and CEO of Prime Bank from 1985 until
Prime Bank was sold to Southtrust in June 1996.
John C. Trammel was promoted to Executive Vice President and Chief
Administrative Officer of the Bank in October 1997, while continuing to serve as
Senior Vice President and Secretary of the Company and Secretary of the Bank,
positions he has held since 1993. Mr. Trammel served as Vice President and
Corporate Secretary of the Bank from 1991 to 1993. Mr. Trammel also serves as
Secretary of the Bank's subsidiary, First Bank of Florida Mortgage Corporation.
Rita K. Zambuto (formerly Groton) was promoted to Executive Vice President
and Chief of Retail Banking of the Bank in October 1997. Ms. Zambuto had served
as Senior Vice President and Chief Retail Officer of the Bank since January
1992.
Alissa E. Ballot was promoted to Senior Vice President for Legal Affairs of
the Bank in October 1997. Ms. Ballot had previously served as Vice
President--Legal of the Bank from April 1997 to October 1997. Prior thereto
Ms. Ballot was the General Counsel of North Side Savings Bank in Floral Park,
New York from April 1992 to December 1996.
7
<PAGE> 11
Rodney J. Bayliff was promoted to Senior Vice President for Compliance of
the Bank in November 1997. Mr. Bayliff had served as Vice President and Chief
Auditor of the Bank since February 1992.
Suzanne S. Brenner was elected Senior Vice President, Treasurer and CFO of
the Bank on December 1, 1997, following the untimely passing of Linda Terrell in
October 1997. Ms. Brenner had been with Deloitte & Touche LLP from October 1985
through November 1997, most recently as a Senior Audit Manager.
Angela G. Greenberg was promoted to Senior Vice President for Loan
Operations of the Bank in November 1997. Prior to that time, Ms. Greenberg had
served as Vice President, Mortgage Loan Operations Manager of the Bank since
January 1995. Ms. Greenberg joined the Bank in October 1994 as Mortgage Loan
Operations Manager. Ms. Greenberg was Operations Manager for Wholesale Lending
at Suncoast Savings and Loan in Hollywood, Florida from January 1993 to
September 1994 and held a number of positions at Barnett Bank from January 1984
to December 1992.
John A. Rudy has been the Senior Vice President and Investment Officer of
the Bank since 1991. He also serves as a Vice President of First Bank of Florida
Mortgage Corporation.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company conducts its business through
meetings of the Board and meetings of its committees. The Board of Directors of
the Company meets monthly and may have additional meetings as needed. During
fiscal 1997, the Board of Directors of the Company met twelve times. All of the
directors of the Company attended at least 75% of the total number of meetings
of the Company's Board of Directors and of all committees on which they served
during fiscal 1997. The Board of Directors of the Company maintains committees,
the nature and composition of which are described below.
Audit Committee. The Audit Committee of the Company for 1997 consisted of
Drs. Eissey and Sokoloff and Messrs. Miller and Moffett, all of whom are or were
non-employee directors. (Mr. Moffett retired as a director on November 18,
1997.) This committee meets on a quarterly basis. Its duties include (1)
recommending the selection of an independent auditor; (2) reviewing the scope of
the audit to be conducted by the auditor, as well as the results of its audit;
and (3) reviewing the organization and scope of the Company's and the Bank's
internal system of audit and financial controls. The Audit Committee met four
times during fiscal 1997.
Nominating Committee. The Company's Nominating Committee for the January
21, 1998 Annual Meeting consisted of Messrs. Lynch, Davis, Miller and Greene and
Dr. Sokoloff. The Committee considers and recommends the nominees for Director
to stand for election at the Company's Annual Meeting of Stockholders. The
Company's Certificate of Incorporation and Bylaws provide for stockholder
nominations of Directors. These provisions require such nominations to be made
pursuant to timely notice in writing to the Secretary of the Company (the
"Notice of Nomination"). The stockholder's Notice of Nomination must contain all
information relating to the nominee which is required to be disclosed by the
Company's Bylaws and by the Exchange Act (see "Additional Information -- Notice
of Business to Be Conducted at an Annual Meeting"). The Nominating Committee met
once during fiscal 1997.
Compensation Committee. The Company's Compensation Committee for fiscal
1997 consisted of Messrs. Moffett and Greene, non-employee directors of the
Company. The duties of this Committee include establishing and reviewing the
Company's compensation programs. During fiscal 1997, the Compensation Committee
met three times.
DIRECTORS' COMPENSATION
Directors' Fees. Directors of the Company do not receive any fees or
retainers for serving on the Company's Board of Directors. Directors of the Bank
receive an annual retainer, payable monthly, from the Bank as directors' fees
for services to the Bank. Such retainer is determined each December for the
following calendar year. For calendar 1996 and 1997 the retainer was $24,000
annually. No additional fees are paid for attendance at board or committee
meetings. Directors cannot be absent from more than three consecutive regular
Board meetings, unless such absences are excused by the entire Board.
8
<PAGE> 12
Directors' Option Plan. The Company adopted the 1993 Stock Option Plan for
Outside Directors for all directors and directors emeriti who are not also
employees of the Company or the Bank. This Directors' Option Plan was ratified
by the stockholders of the Company at the Company's January 25, 1994 Annual
Meeting.
Each of the non-employee directors, other than Drs. Hadley and Sokoloff,
was granted options to purchase 26,500 shares of Common Stock on January 25,
1994 at an exercise price per share of $10.00 in connection with the Company's
initial public offering. Upon election to the Board of Directors on September
17, 1996, Drs. Hadley and Sokoloff were each granted 13,250 options with an
exercise price of $22.9375. All of the options are currently exercisable and
expire at the earliest of the tenth anniversary of the date of grant, the first
anniversary of termination of service as a director for any reason other than
removal for cause (including death in service) or at the time of removal for
cause.
Bank Recognition And Retention Plan For Outside Directors. The Bank has
established the First Federal Savings and Loan Association of the Palm Beaches
Recognition and Retention Plan for Outside Directors (the "DRP") as a method of
providing directors and directors emeriti with a proprietary interest in the
Company to encourage them to continue to serve the Company and the Bank. The DRP
was ratified by the stockholders of the Company at the Company's January 25,
1994 Annual Meeting. In connection with the Company's initial public offering,
each non-employee director other than Drs. Hadley and Sokoloff received awards
of 10,600 shares of Common Stock which vested in three equal annual installments
in fiscal 1994, 1995 and 1996. Upon election to the Board of Directors on
September 17, 1996, Drs. Hadley and Sokoloff each received awards of 5,300
shares of Common Stock which vest in three equal annual installments in fiscal
1997, 1998 and 1999, with accelerated vesting on death, disability or retirement
or upon the occurrence of a change in control.
Retirement Plan for Outside Directors. The Company has adopted a
Retirement Plan for non-employee directors who retire from service on the Board
of Directors in fiscal 1998 or later years after attaining age 70 or completing
20 years of service as a director of the Company or the Bank. The annual benefit
amount is equal to the annual retainer paid for service as a non-employee
director for the year in which retirement occurs and is paid in the form of a
10-year continuous and certain annuity. Alternate payment schedules are
available which provide for actuarially equivalent benefits. In the event of
death prior to the payment in full of accrued benefits, a death benefit is
payable. An outside director who has, at any time, been an officer or employee
of the Company or the Bank may not participate in this plan.
Other Arrangements. The Bank engaged the services of Mr. Lynch to provide
advice and consultation to the Bank as set forth in a Consulting Agreement
effective as of August 1, 1994. The Bank compensated Mr. Lynch $25,000 for
consulting services during fiscal 1997. The Consulting Agreement is renewable
annually for an additional one-year term upon mutual written agreement of Mr.
Lynch and the Board of Directors of the Bank.
EXECUTIVE COMPENSATION
The Compensation Committee Report on Executive Compensation and the Stock
Performance Graph are provided in accordance with the rules and regulations of
the SEC. Pursuant to such rules, the Report and Stock Performance Graph shall
not be deemed "soliciting material," shall not be deemed filed with the SEC
subject to Regulation 14A or 14C, and are not subject to the liabilities of
Section 18 of the Exchange Act.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Under rules established by the Securities and Exchange Commission ("SEC"),
the Company is required to provide certain data and information regarding the
compensation and benefits provided to its Chief Executive Officer and certain
other executives. The Compensation Committee submits the following report for
fiscal 1997:
Currently, the individuals serving as Chief Executive Officer and executive
officers of the Company also serve as Chief Executive Officer and executive
officers, respectively, of the Bank. At present, these officers are
9
<PAGE> 13
compensated for services rendered by them to the Bank, but not for services
rendered by them to the Company. Therefore, the Compensation Committee
determines the compensation of the Chief Executive Officer and the other
executive officers of the Bank. The members of the Company's Compensation
Committee also serve as members of the Bank's Compensation Committee for
purposes of reviewing incentive stock option grants to officers and employees in
compliance with Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
Together, the Company's Compensation Committee and the Bank's Compensation
Committee are referred to as the Joint Compensation Committee.
In fiscal 1997, the members of the Joint Compensation Committee were
Messrs. Moffett (Chairman) and Greene, both non-employee directors of the Bank.
The Joint Compensation Committee met three times during fiscal 1997.
Compensation Policy
The primary objective of the Bank's executive compensation program is to
attract and retain highly skilled and motivated executive officers who will
manage the Bank in a manner to promote its growth and profitability and advance
the interest of the Company's stockholders. As such, the compensation program is
designed to provide levels of compensation which are reflective of both the
individual's and the organization's performance in achieving the organization's
goals and objectives, both financial and non-financial, as determined in its
business plan, and in helping to build value for the Company's stockholders. The
program seeks to align the interests of the executives with those of the
Company's stockholders by providing a proprietary interest in the Company, the
value of which can be significantly enhanced by appreciation of the Company's
Common Stock. The program also seeks to adequately provide for the needs of the
executives upon retirement based upon the length of service provided to the
Bank.
In structuring an executive compensation program, among the factors
considered by the Bank is the financial impact the program will have or likely
have on the Bank, including but not limited to its impact on federal income
taxes incurred. Effective January 1, 1994, Section 162(m) of the Internal
Revenue Code (the "Code") places a limitation of $1 million per executive named
in the "Summary Compensation Table" below (the "Named Executive Officer" or
"Named Executive Officers") on the deductibility of certain elements of
compensation, as defined in the Code, paid to such executive by the Bank. For
fiscal 1997, based upon the current level and composition of the compensation of
its executive officers, the Bank does not believe that the limitations contained
in Section 162(m) of the Code will have any impact on it.
The principal elements of the Bank's compensation program include base
annual salary, long-term incentive compensation in the form of grants of
restricted stock under the Bank's Recognition and Retention Plan for Officers
and Employees and grants of stock options under the 1993 Incentive Stock Option
Plan ("Option Plan"), short-term incentive compensation and retirement benefits
under the Bank's Pension Plan and Employee Stock Ownership Plan.
Base Annual Salary
The Joint Compensation Committee annually reviews the compensation levels
for the Chief Executive Officer and other executive officers and considers the
compensation practices of companies of comparable asset size and geographic
location by reviewing salary surveys compiled by independent organizations. The
Joint Compensation Committee determined the base salaries effective January 1997
after reviewing the SNL Compensation Review of Thrift Institutions for 1997 (the
"SNL Survey"), the America's Community Bankers 1997 Compensation Survey for
Savings Institutions and other relevant surveys chosen according to asset size
and geographic location (collectively, the "Surveys"). A majority of the
companies that are located in the Southeastern United States and surveyed in the
SNL Survey are included in the SNL Southeast Thrift Index shown in the
Performance Graph. The Joint Compensation Committee considered the performance
of the Bank relative to the companies in the Surveys and compared the
Committee's proposed salary adjustments (in terms of percentage change, dollar
adjustment and promotion of the executive officer, if any) to prior year
salaries paid by the Bank and by companies in the Surveys.
10
<PAGE> 14
In addition to reviewing the Surveys to evaluate salary adjustments
effective January 1997, the Joint Compensation Committee considered each
executive officer's level of responsibility and performance in his or her
position, including the individual's competency, skill and experience. The Joint
Compensation Committee also considered the performance of the Bank relative to
its peer group and the rise in the annual cost of living in determining base
annual salary for 1997. For executive officers hired by the Bank in fiscal 1997,
the Committee considered information set forth in the Surveys and the relevant
factors set forth above to determine initial salaries.
For 1997, the Joint Compensation Committee generally set base annual
salaries for the Bank's executive officers in the median range of the salaries
contained in the SNL Survey for comparable positions. Adjustments to base annual
salary for 1997 ranged from a base salary increase of 0% to 11.8% for the Bank's
executive officers. In instances in which an executive officer's salary was at
or above the median salary level for executives in a similar position of
responsibility in other companies as shown in the Surveys, the base salary
increase was determined by the executive officer's performance and contribution
to the overall profitability of the Bank.
Long-Term Incentive Compensation
The long-term incentive compensation portion of the Bank's compensation
program consists of the RRP and the Option Plan. The Bank established the RRP as
a method of providing key Bank officers and employees with a proprietary
interest in the Company in a manner designed to encourage such persons to remain
with the Bank, as shares of Common Stock granted under the RRP generally vest at
a rate of 33 1/3% per year beginning one year after the grant. No awards were
made to the Named Executive Officers, and one award of 1,000 shares was made to
an executive officer, in fiscal 1997. See "Executive Compensation -- Bank
Recognition and Retention Plan for Officers and Employees." The Option Plan is
designed to provide key officers with incentives for long-term performance and
to further align such officers' financial interests with those of the Company's
stockholders by providing them with the opportunity to participate in the
appreciation, if any, of the Common Stock which may occur after the date the
options are granted. Grants were made in fiscal 1997 to all of the Named
Executive Officers and other executive officers who were in the Bank's employ in
fiscal 1997. See "Executive Compensation -- Stock Option Plan."
Short-Term Incentive Compensation
The Joint Compensation Committee also reviews the executive officer's
performance and responsibility in light of the officer's level of salary to
assess the payment of short-term incentive compensation. For and in respect of
fiscal 1997, the Joint Compensation Committee recommended the payment of cash
bonuses to all the executive officers ranging from 5% to 12% of base salary,
except for one bonus of approximately 18% paid to an executive officer based
upon the Bank's investment portfolio performance. The cash bonuses were given
based upon the role of such officers in the sustained growth of the Bank in
fiscal 1997.
Retirement Benefits
Retirement benefits are designed to provide for an adequate level of income
to the executive officer following his or her retirement from the Bank based
upon length of service with the organization and to support the goals and
objectives of the rest of the compensation program as described above. The
retirement benefits are provided through the Employee Stock Ownership Plan and
Pension Plan. See "Executive Compensation -- Employee Stock Ownership Plan and
Trust" and "Pension Plan."
Chief Executive Officer's Compensation
The Chief Executive Officer's compensation, like that of other executive
officers, is determined on the basis of an evaluation of the Bank's performance,
compensation levels of institutions of comparable asset size and geographic
location and personal performance.
For fiscal 1997, Mr. Davis was paid a base annual salary of $250,000, not
including director fees of $24,000. This base salary, which had been set in July
1996, reflected Mr. Davis' first increase in base salary
11
<PAGE> 15
since July 1994. Such increase placed Mr. Davis below the median salary level
for chief executive officers of other companies in the Surveys. Mr. Davis' base
annual salary was not increased in 1997. However, Mr. Davis was granted 80,000
non-qualified stock options in March 1997 at an exercise price of $29.0625 per
share, which options vested immediately. In addition, in light of the improved
financial results of the Company and the Bank in fiscal 1997, the Joint
Compensation Committee recommended and the Board awarded Mr. Davis a bonus of
$30,000, or 12%, in respect of such fiscal year. See "Summary Compensation
Table."
JOINT COMPENSATION COMMITTEE OF THE BANK AND THE COMPANY
T. R. Moffett (Chairman -- retired from the Board following presentation
of this report)
Fred A. Greene
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Non-employee directors Messrs. Moffett and Greene served on the Joint
Compensation Committee for fiscal 1997 as directors of both the Bank and the
Company. Mr. Moffett served as Chairman of the Joint Compensation Committee.
There are no interlocks, within the meaning of the rules and regulations of the
SEC, between the members of the Joint Compensation Committee and corporations
with which such members are affiliated, or otherwise.
12
<PAGE> 16
Stock Performance Graph. The following graph sets forth a periodic
comparison of the cumulative total stockholder return on the Company's Common
Stock during the period commencing on September 29, 1993 and ending September
30, 1997, with the cumulative total stockholder return during the same period,
of companies in NASDAQ-Total US, the SNL Southeast Thrift Index and the
NASDAQ Bank Index. The Company has selected the SNL Southeast Thrift Index as
its peer group index. The Company selected this geographic index because most of
the companies included are savings and loan institutions which converted from
federally chartered mutual to federally chartered stock savings and loan
associations.
COMPARISON OF CUMULATIVE TOTAL RETURN*
[GRAPH]
<TABLE>
<CAPTION>
FIRST PALM
PERIOD ENDING BEACH BANCORP, NASDAQ - SNL SOUTHEAST NASDAQ -
INC. TOTAL US** THRIFTS BANKS
<S> <C> <C> <C> <C>
9/29/93 100.00 100.00 100.00 100.00
9/30/94 175.00 100.80 124.10 106.10
9/29/95 246.27 139.23 174.51 133.78
9/30/96 239.18 165.22 211.18 170.71
9/30/97 365.73 226.79 353.78 284.38
</TABLE>
- ---------------
* Assumes an investment of $100 on September 29, 1993 in each of the Company's
Common Stock, the stocks comprising NASDAQ-Total US, the stocks comprising
the SNL Southeast Thrift Index and the stocks comprising the NASDAQ Bank
Index. The total return for the Company's Common Stock and for each index
assumes the reinvestment of dividends. The Company paid quarterly dividends
on its Common Stock at the rate of $0.05 per share for the quarters ending
from March 31, 1995 to September 30, 1995. Commencing with the quarter ended
December 31, 1995, the Company began paying quarterly dividends on its Common
Stock at a rate of $0.10 per share. Commencing with the quarter ended
December 31, 1996 the Company began paying quarterly dividends at a rate of
$0.15 per share. Prior to the quarter ended March 31, 1995, the Company did
not pay dividends on its Common Stock.
** NASDAQ-Total US tracks the aggregate price performance of equity securities
of companies traded on the NASDAQ National Market System ("NASDAQ-NMS"). The
Company's Common Stock is traded on the NASDAQ-NMS.
13
<PAGE> 17
Summary Compensation Table. The following table shows, for the fiscal
years ending September 30, 1997, 1996 and 1995, the cash compensation paid by
the Bank, as well as certain other compensation paid or accrued for those years,
to all individuals serving as the Company's Chief Executive Officer and the
highest paid executive officers (collectively, the "Named Executive Officers")
of the Company or the Bank who received total salary and bonus in excess of
$100,000 in fiscal year 1997. The Chief Executive Officer and the other
executive officers of the Company do not receive compensation for services
rendered as officers of the Company. All compensation received, therefore, by
such executive officers is for services rendered as officers of the Bank, and
all such compensation was paid by the Bank.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------
AWARDS PAYOUTS
----------------------- ----------
ANNUAL COMPENSATION SECURITIES
---------------------------------------- RESTRICTED UNDERLYING
OTHER ANNUAL STOCK OPTIONS/ ALL OTHER
NAME AND FISCAL SALARY BONUS COMPENSATION AWARDS SARS LTIP COMPENSATION
PRINCIPAL POSITIONS(1) YEAR ($)(3) (4) ($)(5) ($)(6) (#)(7) PAYOUTS(8) ($)(9)
---------------------- ------ ------- ------ ------------ ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Louis O. Davis, Jr.(2)........ 1997 274,000 30,000 -- -- 80,000 None 43,052(10)
President, Chief 1996 236,803 0 -- -- 10,000 None 39,004
Executive Officer 1995 224,043 0 -- -- -- None 24,728
and Director
R. Randy Guemple(11).......... 1997 160,000 19,200 -- -- 50,000 None 37,285
Executive Vice 1996 125,461 16,000 -- -- 10,000 None 27,237
President, Treasurer 1995 104,385 15,000 -- 24,313 -- None 16,132
(Company), Chief Financial
Officer (Company), Chief
Operating Officer and
Director
John A. Rudy.................. 1997 102,923 18,400 -- -- 15,000 None 27,808
Senior Vice 1996 98,923 7,500 -- -- -- None 24,466
President and 1995 95,192 2,500 -- -- -- None 15,106
Investment Officer of the
Bank
</TABLE>
- ---------------
(1) Calvin L. Cearley, who was elected Senior Vice President of the Bank in
June 1997 and Executive Vice President and Chief Lending Officer of the
Bank in October 1997, would have been included in the table if he had held
his positions throughout fiscal 1997.
(2) Mr. Davis became a Director of the Company and the Bank in January 1994 and
was promoted to President and Chief Executive Officer of the Company and
the Bank effective July 8, 1994.
(3) Salary includes payroll deduction contributions to benefit plans made
pursuant to Section 125 of the Code. Salary also includes, for Mr. Davis,
directors' fees of $23,500 for fiscal 1996 and $24,000 for fiscal 1997.
(4) Bonus consists of amount earned as a bonus for the year in which earned,
without regard to the year in which paid.
(5) For fiscal years 1995, 1996 and 1997, there were no (a) perquisites over
the lesser of $50,000 or 10% of the individual's salary and bonus for the
fiscal year; (b) payments of above-market or preferential earnings on
restricted stock, options, SARs or deferred compensation paid during the
fiscal year; (c) payments of earnings on long-term incentive plans prior to
settlement or maturation; (d) tax payment reimbursements; or (e)
preferential discounts on Common Stock.
(6) At September 30, 1997, no awards of restricted stock were outstanding to
the Named Executive Officers.
(7) The figures shown represent options to purchase the number of shares of
Common Stock, together with limited stock appreciation rights exercisable
only in the event of a change in control. No free-standing stock
appreciation rights have been granted.
(8) For fiscal years 1995, 1996 and 1997, the Bank had no long-term incentive
plans in existence and therefore made no long-term awards or payouts.
(9) All Other Compensation for the Named Executive Officers includes annual
contributions by the Bank to the ESOP established on September 29, 1993.
For fiscal 1997, the following allocations represent the dollar value of
Common Stock allocated under the ESOP as of December 31, 1996 (the
allocation date
14
<PAGE> 18
of Common Stock under the ESOP to the account of the Named Executive
Officers) based on a share price of $23.625, the closing price for shares
of Common Stock on the NASDAQ-NMS on December 31, 1996: Mr. Davis, $42,630;
Mr. Guemple, $37,285; and Mr. Rudy, $27,808. The Bank's contributions to
the ESOP for calendar year 1997 have not yet been determined.
(10) Includes $422 representing the cost of current life insurance coverage
under an insurance contract which has cash value which is owned by the
Bank.
(11) Mr. Guemple was promoted to Executive Vice President and Chief Operating
Officer of the Company and the Bank effective July 1, 1996. He was elected
a Director of the Company and the Bank on November 18, 1997.
EMPLOYMENT AGREEMENTS
Each of the Company and the Bank is a party to an Employment Agreement with
each of Messrs. Davis and Guemple (each, a "Contract Executive"). These
Employment Agreements establish the respective duties and compensation of the
Contract Executives and are intended to ensure that the Bank and the Company
will be able to maintain a stable and competent management base. The continued
success of the Bank and the Company depends to a significant degree on the
skills and competence of the Contract Executives.
The Employment Agreements, which supercede previous agreements entered into
with Messrs. Davis and Guemple, provide for an initial term of thirty-six (36)
full calendar months beginning May 20, 1997. The Bank's Employment Agreements
provide that, prior to the first anniversary date, and on each anniversary date
thereafter, the Bank's Board of Directors may agree, after conducting a
performance evaluation of the Contract Executive, to extend its Employment
Agreements for an additional year so that the remaining terms shall be three
years. The Company's Employment Agreements provide for perpetual extensions such
that the remaining unexpired term shall be three years unless written notice of
non-renewal is given by the Board of Directors or the Contract Executive, in
which event the term becomes a fixed period of three years beginning on the
notice date.
The Employment Agreements provide for termination by the Bank or the
Company at any time with or without cause as defined in the Employment
Agreements. In the event the Bank or the Company chooses to terminate the
Contract Executive's employment for reasons other than for cause, or in the
event of the Contract Executive's resignation from the Bank and the Company upon
(i) failure to re-elect the Contract Executive to his current offices or to more
senior positions, (ii) a material change in the executive's functions, duties or
responsibilities that is not cured within 30 days after notice, (iii) any
material breach of a term, covenant or condition of the Employment Agreements
that is not cured within 30 days after notice, or (iv) following a change of
control as defined in the Employment Agreements ("Change of Control"), demotion,
loss of title, office or significant authority or responsibility, relocation of
the Contract Executive's principal office, material adverse change in working
conditions, or failure to include the Contract Executive in compensation and
benefit plans comparable to those in effect for similarly situated executives of
the acquiror, the Contract Executive or, in the event of death, his beneficiary,
would be entitled to a lump sum cash payment in an amount equal to the remaining
base salary and bonus payments due to the Contract Executive and the additional
contributions or benefits that would have been earned under any employee benefit
plan of the Bank or the Company for which the Contract Executive is eligible
during the remaining terms of the Employment Agreements and payments that would
have been made under any incentive compensation plan during the remaining terms
of the Employment Agreements. The Bank and the Company would also continue the
Contract Executive's life, health and disability insurance coverage for the
remaining terms of the Employment Agreements. Following a Change of Control, the
remaining term of each Employment Agreement is deemed to be 36 months.
If termination, voluntary or involuntary, follows a Change of Control, the
Contract Executive or, in the event of death, his beneficiary, would be entitled
to a severance payment equal to the greater of the remaining payments under the
agreement or three times his average annual compensation over the past five
years with the Bank or the Company. In general, for purposes of the Employment
Agreements, a "Change of Control" will generally be deemed to occur (i) when a
person or group of persons acting in concert acquires beneficial ownership of
the shares of any class of equity security, such as common stock of the Company
or the Bank,
15
<PAGE> 19
representing at least 20% of the combined voting power of all outstanding
securities in the election of directors, or (ii) upon stockholder approval of a
merger or consolidation, or upon liquidation or sale of substantially all the
assets of the Company or the Bank, or (iii) if there occurs a contested election
of directors which results in a change in the majority composition of the Board
of Directors of the Company or the Bank over a two-year look-back period.
Payments to each Contract Executive under the Bank's Employment Agreements
will be guaranteed by the Company in the event that payments or benefits are not
paid by the Bank. Payment and benefits under the Employment Agreements made
contingent upon a Change of Control, if they would constitute an excess
parachute payment under Section 280G of the Code, would be reduced to the extent
necessary to avoid creating an excess parachute payment.
Change of Control Agreements. Each of the Bank and the Company entered
into a Change of Control Agreement, effective on various dates ranging from May
20, 1997 to December 16, 1997, with each of Mr. Cearley, Mr. Rudy, Mr. Trammel,
Ms. Zambuto, Ms. Ballot, Mr. Bayliff, Ms. Brenner and Ms. Greenberg. For Mr.
Rudy, Mr. Trammel, Ms. Zambuto and Ms. Ballot the COC (as hereinafter defined)
superceded previous agreements. Each Change of Control Agreement entered into by
each of the Bank and the Company, as amended in the cases of Mr. Cearley and Ms.
Ballot, is hereinafter referred to as a "COC." Each COC is intended to ensure
that the Bank and the Company will be able to maintain a stable and competent
management base upon a Change of Control of the Bank and the Company.
Each COC has a three-year term. Commencing on the first anniversary date of
the COC and continuing on each anniversary thereafter, the Bank COC may be
renewed by the Board of Directors of the Bank for an additional year so that the
remaining term shall be three years. The Company COC extends automatically each
year such that the remaining unexpired term shall be three years on each
anniversary date unless written notice of non-extension is given at least sixty
days prior to any anniversary date. The COC provides that at any time following
a Change of Control, if the Company or the Bank terminates the officer's
employment for any reason other than cause, or if the officer terminates his
employment following the employer's failure to comply with any material
provision of the COC that is not cured within 10 days after notice, the
officer's demotion, loss of title, office or significant authority, a reduction
in the officer's compensation or benefits, or relocation of the officer's
principal place of employment more than 25 miles, the officer, or, in the event
of death, his beneficiary, would be entitled to receive a severance payment
equal to three times the officer's annual salary and highest bonus, plus
continued insurance benefits for up to three years. Payments under the COC are
guaranteed by the Company in the event that payments or benefits are not paid by
the Bank.
Payments and benefits resulting under the COC upon a change in control as
defined for purposes of Section 280G of the Code, if they would constitute an
excess parachute payment under Section 280G of the Code, would be reduced to the
extent necessary to avoid creating an excess parachute payment.
16
<PAGE> 20
Stock Option Plan. On September 29, 1993, the Company established the 1993
Incentive Stock Option Plan for Officers and Employees. The following table
lists all grants of options (and Limited Rights) to Named Executive Officers
under the 1993 Incentive Stock Option Plan for Officers and Employees during
fiscal 1997 and contains certain information about the potential value of those
options based upon certain assumptions as to the appreciation of the Company's
Common Stock.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------------- VALUE AT ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK PRICE
NUMBER OF OPTIONS/ APPRECIATION FOR OPTION
SECURITIES SARS TERM(2)
UNDERLYING GRANTED TO PER SHARE -----------------------
OPTIONS/SARS EMPLOYEES IN EXERCISE PRICE EXPIRATION 5% 10%
GRANTED(1) FISCAL YEAR ($/SH)(3)(4)(5) DATE(6) $ $
------------ ------------- --------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Louis O. Davis, Jr. .... 80,000 31.9% $29.0625 3/18/2007 1,462,425 3,706,050
R. Randy Guemple........ 50,000 19.9% 29.0625 3/18/2007 914,016 2,316,281
John A. Rudy............ 15,000 6.0% 29.0625 3/18/2007 274,205 694,884
</TABLE>
- ---------------
(1) Options were granted under the 1993 Incentive Stock Option Plan and vested
immediately.
(2) The amounts represent the assumed rates of appreciation reflected in the
table only. Actual gains, if any, on stock option exercises and Common Stock
holdings are dependent on the future performance of the Common Stock and
overall stock market conditions. There can be no assurance that the amounts
reflected in this table will be achieved.
(3) The purchase price may be paid in whole or in part through the surrender of
previously held shares of Common Stock.
(4) Under limited circumstances, such as death, disability or normal retirement
of an employee, the employee (or his beneficiary) may request that the
Company, in exchange for the employee's surrender of an option, pay to the
employee (or beneficiary) the amount by which the fair market value of the
Common Stock exceeds the exercise price of the option on the date of the
employee's termination of employment. It is within the Company's discretion
to accept or reject such a request.
(5) Options also include Limited Rights (similar to SARs) pursuant to which the
options may be exercised in the event of a Change of Control of the Company.
Limited Rights may be granted at the discretion of the Board of Directors at
the time of grant of options with respect to all or some of the shares
covered by the options. Upon the exercise of a Limited Right, the optionee
would receive a cash payment equal to the difference between the exercise
price of the related option on the date of grant and the fair market value
of the underlying shares of Common Stock on the date the Limited Rights are
exercised, multiplied by the number of shares with respect to which the
Limited Rights are being exercised.
(6) The option term is ten years from date of grant, with earlier expiration
upon termination for cause or one year after termination for any other
reason.
17
<PAGE> 21
The following table sets forth the number of shares of Common Stock
acquired upon the exercise of options in fiscal year 1997, the value realized as
a result of such exercises, and the number of shares represented by stock
options (both exercisable and unexercisable), held by the Named Executive
Officers as of September 30, 1997. Also reported are the values for
"in-the-money" options which represent the difference between the exercise price
of the stock options and the fiscal year-end price of the Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT AT SEPTEMBER 30, 1997
ACQUIRED VALUE SEPTEMBER 30, 1997 EXERCISABLE/UNEXERCISABLE
NAME ON EXERCISE REALIZED(1) EXERCISABLE/UNEXERCISABLE ($)(2)(3)
- ---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Louis O. Davis, Jr. ........... 20,000 $345,000 100,234/5,100 $912,444/74,906
R. Randy Guemple............... 0 -- 73,800/5,100 $828,425/74,906
John A. Rudy................... 15,900 $389,550 15,000/0 $86,250/0
</TABLE>
- ---------------
(1) Market value of underlying shares of Common Stock on exercise date (based on
the closing price for Common Stock on the NASDAQ-NMS on such date) minus the
exercise or base price.
(2) The market value of underlying shares of Common Stock for exercisable
options at fiscal year-end ($34.8125 per share, the closing price for Common
Stock on the NASDAQ-NMS on September 30, 1997) minus the exercise or base
price per share.
(3) The market value of underlying shares of Common Stock for unexercisable
options at fiscal year-end ($34.8125 per share) minus the exercise or base
price per share.
Bank Recognition and Retention Plan For Officers And Employees. The Bank
has established the Recognition and Retention Plan for Officers and Employees
(the "RRP") as a method of providing officers and employees in key management
positions with a proprietary interest in the Company to encourage such officers
and employees to remain employed with the Bank. Awards under the RRP ("Plan
Share Awards") are made primarily to officers and key management employees in
the form of shares of Common Stock which are held in trust until they vest.
Plan Share Awards are nontransferable and nonassignable. The Plan Share
Awards granted to the recipients vested in equal installments of 33 1/3% each
year commencing on September 29, 1994. Plan Share Awards immediately vest upon
termination of employment due to death, disability or retirement of the officer
or employee, or following a change in the control of the Bank or the Company.
When shares become vested and are distributed in accordance with the RRP, the
recipients also receive amounts representing accumulated dividends (if any)
declared and paid by the Company on shares of Common Stock prior to vesting of
the Plan Share Awards.
Prior to vesting, recipients of Plan Share Awards may direct the voting of
shares of Common Stock granted to them and held in the RRP Trust. Shares of
Common Stock held by the RRP Trust which have not been earned are voted by the
trustee in the same proportion as the awarded shares are voted in accordance
with the directions given by the recipients.
Vested shares are distributed to recipients as soon as practicable
following the date on which they vest. When vested shares of Common Stock are
distributed, the recipient is deemed to receive ordinary income equal to the
fair market value of such shares at the date of distribution (provided such date
is more than six months after the date of grant) and the Bank is currently
allowed a commensurate compensation expense deduction for income tax purposes.
Any unearned shares will be returned to the pool of RRP shares with respect to
which additional Plan Share Awards may be granted. As of September 30, 1997, the
RRP Trust held 1,520 shares in reserve for future awards. As of the Record Date
all existing grants of Plan Share Awards have vested and have been distributed
to participants, except for a grant of 1,000 shares to an officer who is not a
Named Executive Officer.
18
<PAGE> 22
Pension Plan. The Bank maintains a non-contributory defined benefit plan
("Pension Plan"). The following table sets forth the estimated annual benefits
payable upon retirement at age 65 in calendar year 1997, expressed in the form
of an annual benefit for the final average salary and benefit service
classifications specified. The Pension Plan covers compensation consisting of
all compensation reportable to the Internal Revenue Service on Form W-2, with
the exception of certain bonus and commission payments. The benefits shown are
paid out on a straight life annuity basis and reflect minor deductions that have
been taken for Social Security.
PENSION PLAN TABLE (2)(3)(4)
<TABLE>
<CAPTION>
YEARS OF BENEFIT SERVICE AT
NORMAL RETIREMENT DATE
-----------------------------------------------
FINAL AVERAGE SALARY 15 20 25 30 35
- -------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 75,000......................................... 35,538 47,366 51,266 55,198 59,148
100,000......................................... 47,526 63,350 68,582 73,846 79,128
150,000(1)...................................... 71,502 95,318 103,214 111,142 119,088
152,000(1)...................................... 72,461 96,597 104,599 112,634 120,687
200,000(1)...................................... 95,478 125,000 125,000 125,000 125,000
250,000(1)...................................... 119,454 125,000 125,000 125,000 125,000
300,000(1)...................................... 125,000 125,000 125,000 125,000 125,000
350,000(1)...................................... 125,000 125,000 125,000 125,000 125,000
</TABLE>
- ---------------
(1) The compensation covered under the Pension Plan is the amount shown in the
column entitled "Salary" in the Summary Compensation Table plus other
amounts, other than certain bonus and commission payments, reportable to the
IRS as W-2 wages, such as income resulting from the vesting of restricted
stock awards or the exercise of non-qualified stock options. Under the Code,
final average earnings for benefit purposes may not exceed $152,000 in
calendar year 1997, and 1997 earnings taken into account in computing final
average earnings may not exceed $160,000. Benefits accrued in years prior to
the imposition of these limitations based on higher compensation levels have
been grandfathered. The $152,000 and $160,000 limits are subject to
adjustment in future years to reflect cost of living changes.
(2) The benefits listed in the table include deductions for Social Security
benefits and are not subject to other offset amounts.
(3) Under the Code, the maximum annual benefit is $125,000 for the 1997 calendar
year. Higher benefits accrued in years prior to the imposition of this
limitation have been grandfathered. The $125,000 limit is subject to
adjustment in future years to reflect cost of living changes. The following
table sets forth the credited years of service (i.e., benefit service) as of
September 30, 1997 for each Named Executive Officer.
<TABLE>
<CAPTION>
CREDITED SERVICE
------------------------------------------------------------
YEARS
-----
<S> <C>
Louis O. Davis, Jr.................................. 19.5
R. Randy Guemple.................................... 5.0
John A. Rudy........................................ 14.3
</TABLE>
(4) William W. Lynch received approximately $21,000 in fiscal 1997 as a
supplementary pension payment pursuant to an agreement in respect of his
prior service as an officer of the Bank, which provides Mr. Lynch with the
amount he would have received under the Pension Plan if there were no
limitations under the Code. Neither the Bank nor the Company has entered
into similar agreements with any current executive officers.
Employee Stock Ownership Plan and Trust. The Bank has established an
Employee Stock Ownership Plan and Trust (the "ESOP") for the benefit of eligible
employees. In connection with the Company's initial public offering, the ESOP
purchased 423,200 shares of Common Stock with funds borrowed from the Company,
to be allocated to participating employees over a period of years as the
acquisition indebtedness is repaid. As of the Record Date, the ESOP held 372,450
shares of Common Stock, of which 220,267 have been
19
<PAGE> 23
allocated to participating employees and 152,183 remained unallocated. The ESOP
Trustee, subject to its fiduciary duty, must vote allocated Common Stock as
directed by the persons to whose accounts the Common Stock is allocated. The
ESOP Trustee votes all unallocated Common Stock, as well as any allocated Common
Stock for which no instructions are received, in such manner as it determines to
be in the best interest of ESOP participants.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Financial Institutions Reform, Recovery and Enforcement Act of 1989
requires that all loans or extensions of credit to executive officers and
directors must be made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
the general public and must not involve more than the normal risk of repayment
or present other unfavorable features. In addition, loans made to a director or
executive officer in excess of the greater of $25,000 or 5% of the Bank's
capital and surplus (up to a maximum of $500,000) must be approved in advance by
a majority of the disinterested members of the Board of Directors.
All loans made by the Bank to its directors and executive officers 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 other persons and did not involve more than the
normal risk of collectibility or present other unfavorable features.
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended September 30,
1997 were Deloitte & Touche LLP. The Company's Board of Directors has
reappointed Deloitte & Touche LLP to continue as independent auditors for the
Company for the fiscal year ending September 30, 1998, subject to ratification
of such appointment by the stockholders. The Company has been advised by
Deloitte & Touche LLP that neither that firm nor any of its associates has any
relationship with the Company or its subsidiaries other than the usual
relationship that exists between independent certified public accountants and
clients.
Representatives of Deloitte & Touche LLP will be present at the Annual
Meeting. They will be given an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
stockholders present at the Annual Meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
CARD, IF EXECUTED AND RETURNED, WILL BE VOTED FOR RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR
ENDING SEPTEMBER 30, 1998.
20
<PAGE> 24
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires directors, executive officers
and 10% beneficial owners of the Company's Common Stock to file reports
concerning their ownership of Common Stock. Based on copies of ownership reports
on file and representations made by directors and executive officers, the
Company believes that, during the fiscal year ending September 30, 1997, all
stock ownership reports required to be filed by reporting persons of the Company
were timely filed.
ADDITIONAL INFORMATION
STOCKHOLDER PROPOSALS
To be considered for inclusion in the Company's proxy statement and form of
proxy relating to the Annual Meeting of Stockholders to be held in 1999, a
stockholder proposal must be received by the Secretary of the Company at the
following address, no later than August 20, 1998. ATTN: SECRETARY, FIRST PALM
BEACH BANCORP, INC., 450 SOUTH AUSTRALIAN AVENUE, WEST PALM BEACH, FL 33401. Any
such proposal will be subject to 17 C.F.R. sec. 240.14a-8 of the Rules and
Regulations under the Exchange Act.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for a
stockholder to properly bring business before an Annual Meeting. The stockholder
must give written advance notice to the Secretary of the Company not less than
90 days before the date originally fixed for such meeting; provided, however,
that in the event that less than 100 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be received not later than the close of business
on the tenth day following the date on which the Company's notice to
stockholders of the date of the Annual Meeting was mailed or such public
disclosure was made. The advance notice by stockholders must include the
stockholder's name and address as they appear on the Company's record of
stockholders, a brief description of the proposed business, the reason for
conducting such business at the Annual Meeting, the class and number of shares
of the Company's capital stock that are beneficially owned by such stockholder
and any material interest of such stockholder in the proposed business. In the
case of nominations to the Board, certain information regarding the nominee must
be provided. Nothing in this paragraph shall be deemed to require the Company to
include in its proxy statement and proxy relating to an Annual Meeting any
stockholder proposal which does not meet all of the requirements for inclusion
established by the SEC in effect at the time such proposal is received.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Stockholders. If, however, other matters are properly brought before
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance with
their best judgment.
You are cordially invited to attend the Annual Meeting. It is important
that your shares be represented regardless of the number you own. Even if you
plan to be present, you are urged to complete, sign, date and return the
enclosed proxy promptly in the postage paid envelope provided. If you attend the
Annual Meeting, you may vote either in person or by proxy. Any proxy given may
be revoked by you in writing or in person at any time prior to its exercise.
PROXY SOLICITATION
The cost of solicitation of proxies on behalf of the Board will be borne by
the Company. In addition to the solicitation of proxies by mail, D. F. King &
Co., Inc., a proxy solicitation firm, will assist the Company in soliciting
proxies for the Annual Meeting and will be paid a fee of $3,500 plus
out-of-pocket expenses. Proxies may also be solicited personally or by telephone
or telecopier by directors, officers and employees of the Company and the Bank,
without additional compensation therefor. The Company will also request persons,
firms and corporations holding shares in their names, or in the names of their
nominees, which are beneficially
21
<PAGE> 25
owned by others, to send the proxy materials to and obtain proxies from such
beneficial owners, and will reimburse such holders for their reasonable expenses
in doing so.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
A copy of the Company's Annual Report to Stockholders for the year ended
September 30, 1997 accompanies this Proxy Statement. Additional copies of the
Company's Annual Report to Stockholders may be obtained by written request to
the Secretary of the Company at the address indicated below. Such Annual Report
is not part of the proxy solicitation materials.
A COPY OF THE FORM 10-K (WITHOUT EXHIBITS) FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1997, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WILL
BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS OF RECORD UPON WRITTEN REQUEST TO
FIRST PALM BEACH BANCORP, INC., ATTN: MR. JOHN C. TRAMMEL, SECRETARY, 450 SOUTH
AUSTRALIAN AVENUE, WEST PALM BEACH, FLORIDA 33401.
By Order of the Board of Directors
/s/ John C. Trammel
John C. Trammel
Secretary
West Palm Beach, Florida
December 18, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
22
<PAGE> 26
Appendix A
FIRST PALM BEACH BANCORP, INC.
450 S. Australian Avenue, West Palm Beach, FL 33401
PROXY FOR THE JANUARY 21, 1998 ANNUAL MEETING OF STOCKHOLDERS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Each person signing this card on the reverse side hereby appoints as
proxies Mr. William W. Lynch and Mr. Louis O. Davis, Jr., or either of them,
with full power of substitution, to vote all shares of common stock of First
Palm Beach Bancorp, Inc. which such person is entitled to vote at the Annual
Meeting of Stockholders of First Palm Beach Bancorp, Inc. (the "Company") to be
held at the First Bank of Florida Corporate Headquarters, The Florida Room -
4th Floor, 450 S. Australian Avenue, West Palm Beach, Florida 33401 at 9:00
a.m. local time on January 21, 1998, and any adjournments or postponements
thereof, upon the matters referred to in this proxy, and in their discretion
upon any other business that may come before the meeting.
PLEASE DATE AND SIGN ON REVERSE SIDE
<PAGE> 27
<TABLE>
<S> <C>
The proxies are hereby authorized to vote as follows: Please mark your votes as [x]
indicated in this
example
3. Such other matters as
1. Election of three Directors; Dr. Edward M. Eissey, Holly W. Hadley, M.D. may properly come before the
and R. Randy Guemple each for a three-year term expiring at the Annual meeting or any adjournments or
Meeting of Stockholders in 2001. postponements thereof.
FOR WITHHELD
(except as shown (as to all (To withhold authority to vote for any nominee,
on the line) nominees) write his/her name on this line:)
[ ] [ ] _________________________________________________
2. The ratification of the appointment of Deloitte & Touche LLP as independent auditors
of the Company for the fiscal year ending September 30, 1998.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
The shares represented by this Proxy,
unless otherwise specified, shall be
voted FOR the election of each
nominee listed above and shall be
voted FOR the ratification of the
appointment of independent auditors.
Please sign below exactly as your
name appears on the label. When
signing as attorney, corporate
officer or fiduciary, please give
full title as such. Executors,
administrators, trustees, and
others acting in a representative
capacity should indicate title.
Joint owners should all sign. The
undersigned hereby acknowledges
receipt of the Notice of the
Annual Meeting and Proxy Statement
dated December 18, 1997.
Dated: _______________________, 199__
Signature(s) ________________________
_____________________________________
_____________________________________
PLEASE DATE, SIGN AND RETURN THIS
PROXY PROMPTLY.
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE PROXY CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING
ENVELOPE.
</TABLE>
<PAGE> 28
Appendix B
December 18, 1997
Dear ESOP Account Holder:
As you may know, in connection with the conversion of First Bank of Florida
(the "Bank") from a mutual to a stock form of organization in September 1993,
and the formation of First Palm Beach Bancorp, Inc. (the "Company") as the
parent holding company for the Bank, 423,200 shares of Common Stock of the
Company were acquired by the Employee Stock Ownership Plan ("ESOP") for the
benefit of participating employees. These shares of Common Stock were purchased
with borrowed funds and placed in a suspense account for future transfer to the
allocated accounts of individual participating employees as the borrowed funds
are repaid.
A total of 372,450 shares of Common Stock of the Company were held in the
allocated and suspense accounts by the ESOP as of November 24, 1997, which is
the voting record date (the "Record Date") for the Company's Annual Meeting of
Stockholders to be held on January 21, 1998 (the "1998 Annual Meeting"). As a
participant in the ESOP, you may direct the voting, at the 1998 Annual Meeting,
of the shares of the Company's Common Stock held by the ESOP Trust and allocated
to your account as of the Record Date.
A committee consisting of Messrs. Greene, Davis and Guemple administers the
ESOP (the "ESOP Committee"). An unrelated corporate trustee for the ESOP has
been appointed, Marine Midland Bank (the "ESOP Trustee").
HOW YOU EXERCISE YOUR VOTING RIGHTS
Because the ESOP Trustee is the owner of record of all of the Common Stock
held in the ESOP Trust, only it may submit an official proxy card or ballot to
cast votes for this Common Stock. You exercise your right to direct the vote of
Common Stock that has been allocated to your account by submitting a
Confidential Voting Instruction Card that will tell the ESOP Trustee how to
complete the proxy card or ballot for your shares. The ESOP Committee is
furnishing to you the enclosed Confidential Voting Instruction Card, together
with a copy of the Company's Proxy Statement for the 1998 Annual Meeting, so
that you may exercise your right to direct the voting of shares of Common Stock
allocated to your account. The Confidential Voting Instruction Card indicates
how many shares of Common Stock were allocated to your account, and thus how
many votes you have, as of the Record Date. The Confidential Voting Instruction
Card also lists the specific proposals to be voted on at the 1998 Annual
Meeting.
In order to direct the voting of shares allocated to your account under the
ESOP, you must fill-out and sign the enclosed Confidential Voting Instruction
Card and return it in the accompanying envelope by January 7, 1998.
The Confidential Voting Instruction Card will be delivered directly to the
ESOP Trustee who will tally all the instructions received. If your Confidential
Voting Instruction Card is received on or before January 7, 1998, the ESOP
Trustee will vote the number of shares of Common Stock indicated on your
Confidential Voting Instruction Card in the manner you direct. The contents of
your Confidential Voting Instruction Card will be kept confidential. No one at
the Bank or the Company will have access to information about anyone's
individual choices.
UNALLOCATED SHARES
As of November 24, 1997, 152,183 shares were held in the ESOP suspense
account. The ESOP Trustee has a legal duty to decide how to vote these shares.
In making a decision, it will act solely in the interest of participating
employees and their beneficiaries.
UNSPECIFIED PROPOSALS
At the 1998 Annual Meeting, it is possible, although very unlikely, that
stockholders will be asked to vote on matters other than those specified on the
attached Confidential Voting Instruction Card. In such a case, there may not be
time to ask you for further voting directions. If this situation arises, the
ESOP Trustee has a
<PAGE> 29
legal duty to decide how to vote all of the shares held in the ESOP Trust. In
making a decision, it will act solely in the interest of participating employees
and their beneficiaries.
IF YOU DO NOT VOTE
The ESOP Trustee has a legal duty to see that all voting rights for shares
of Common Stock held in the ESOP Trust are exercised. If you do not file a
Confidential Voting Instruction Card, or if the independent tabulator receives
your Confidential Voting Instruction Card after the deadline, the ESOP Trustee
will decide how to exercise the votes for your shares. In making a decision, it
will act solely in the interest of participating employees and their
beneficiaries.
This voting direction procedure is your opportunity to participate in
decisions that will affect the future of the Bank and Company. Please take
advantage of it by completing and signing the Confidential Voting Instruction
Card using the self-addressed envelope provided.
Sincerely,
The ESOP Committee
Enclosure: Proxy Statement
<PAGE> 30
CONFIDENTIAL VOTING INSTRUCTION CARD
NAME:
------------------------------------
ALLOCATED SHARES:
------------------------
I, the undersigned, understand that the ESOP Trustee is the holder of record
and custodian of all shares of First Palm Beach Bancorp, Inc. (the "Company")
Common Stock allocated to my account under the First Bank of Florida Employee
Stock Ownership Plan. Further, I understand that my voting directions are
solicited on behalf of the ESOP Trustee for the Annual Meeting of Stockholders
on January 21, 1998.
As a named fiduciary with respect to the Company Common Stock allocated to
me, I direct you to vote all such Company Common Stock as follows:
1. The election of three directors for terms of three years each, as listed
below:
Dr. Edward M. Eissey, R. Randy Guemple, Dr. Holly W. Hadley
<TABLE>
<CAPTION>
<S> <C>
FOR ALL NOMINEES
(EXCEPT AS INDICATED BELOW) VOTE WITHHELD AS TO ALL NOMINEES
[ ] [ ]
</TABLE>
INSTRUCTION: To withhold your vote for any individual nominee, write that
nominee's name in the space provided:
- ------------------------------------------------------------------------------ .
2. The ratification of the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending September 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In the discretion of the ESOP Trustee, as to any other matter or proposal to
be voted on by the Company's stockholders at the Annual Meeting of
Stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
The ESOP Trustee is hereby directed to vote any shares allocated to me. I
understand that if I sign this form without indicating specific instructions,
shares attributable to me will be voted FOR all nominees and all of the listed
proposals.
By signing below, I acknowledge receipt of a copy of the Proxy Statement
dated December 18, 1997 that was furnished to stockholders of the Company in
connection with the Annual Meeting of Stockholders and the accompanying letter
dated December 18, 1997 from the Committee appointed to administer the ESOP.
Dated: , 199
------------------------ -
-------------------------------------
Print Name of ESOP Account Holder
-------------------------------------
Signature of ESOP Account Holder
PLEASE DATE, SIGN AND RETURN THIS FORM IN THE ENCLOSED ENVELOPE TO BE RECEIVED
NO LATER THAN JANUARY 7, 1998.
<PAGE> 31
Appendix C
December 18, 1997
Dear Directors and Employees:
As you may know, in connection with the conversion of First Bank of Florida
(the "Bank") from a mutual to a stock form of organization in September 1993 and
the formation of First Palm Beach Bancorp, Inc. (the "Company") as the parent
holding company for the Bank, 211,600 shares of Common Stock of the Company were
acquired by the Bank Recognition and Retention Plan for Officers and Employees
and the Recognition and Retention Plan for Outside Directors ("the RRPs") for
the benefit of the directors and employees of the Bank. As a participant in the
RRPs, you may direct the voting, at the Company's Annual Meeting of Stockholders
to be held on January 21, 1998 (the "1998 Annual Meeting"), of the shares of the
Company's Common Stock held by the RRPs Trust allocated to your account as of
November 24, 1997, the voting record date for the 1998 Annual Meeting (the
"Record Date").
A committee consisting of non-employee directors administers the RRPs. An
unrelated corporate trustee for the RRPs has been appointed, Marine Midland Bank
(the "RRPs Trustee"). The RRPs Trustee will vote those shares of the Company's
Common Stock held in the RRPs Trust and allocated to participants in accordance
with instructions of the participants.
We, the Committee responsible for operating the RRPs, are forwarding to you
the attached Voting Instruction Card, provided for the purpose of conveying your
voting instructions to the RRPs Trustee.
As of the Record Date, 12,120 shares are held in the RRPs which have not
been allocated to any participant. These shares will be voted on each proposal
specified on the Voting Instruction Card to reflect the same proportions of
affirmative and negative votes as the aggregate affirmative and negative votes
reflected for such proposal on the Voting Instruction Cards. If you do not file
a Voting Instruction Card or if your Voting Instruction Card is received too
late to be included in the tally, any shares allocated to you will be voted in
the same manner as the unallocated shares.
At this time, in order to direct the voting of shares allocated to your
account under the RRPs, you must fill out and sign the enclosed Voting
Instruction Card and return it in the accompanying envelope by January 7, 1998.
The RRPs Trustee will tally the instructions and use the tally in voting all of
the shares in the RRPs Trust on the proposals specified on the Voting
Instruction Card.
Please mail the Voting Instruction Card to the RRPs Trustee, Marine Midland
Bank, using the self-addressed envelope provided.
At the 1998 Annual Meeting, it is possible, although very unlikely, that
stockholders will be asked to vote on matters other than those specified on the
attached Voting Instruction Card. In such a case, there may not be time to ask
you for further voting directions. If this situation arises, the RRPs Trustee
will decide how to vote all of the shares held in the RRPs Trust.
Sincerely,
RRPs Committee
<PAGE> 32
VOTING INSTRUCTION CARD
I, the undersigned, understand that the RRPs Trustee is the holder of record
and custodian of all shares allocated to me of First Palm Beach Bancorp, Inc.
(the "Company") Common Stock under the First Bank of Florida Recognition and
Retention Plan for Officers and Employees and the Recognition and Retention Plan
for Outside Directors. Further, I understand that my voting instructions are
solicited on behalf of the RRPs Trustee for the Annual Meeting of Stockholders
on January 21, 1998.
Accordingly, you are instructed to vote all shares allocated to me as
follows:
1. The election as directors of all nominees listed (except as marked to the
contrary below):
Dr. Edward M. Eissey
R. Randy Guemple
Dr. Holly W. Hadley
<TABLE>
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FOR ALL NOMINEES
(EXCEPT AS INDICATED BELOW) VOTE WITHHELD AS TO ALL NOMINEES
[ ] [ ]
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INSTRUCTIONS: To withhold your vote for any individual nominee, write that
nominee's name on the line provided below.
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2. The ratification of the appointment of Deloitte & Touche LLP as independent
auditors of First Palm Beach Bancorp, Inc. for the fiscal year ending
September 30, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In the discretion of the RRPs Trustee, as to any other matter or proposal to
be voted on by the Company's stockholders at the Annual Meeting of
Stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
The RRPs Trustee is hereby authorized to vote any shares allocated to me as
indicated above. I understand that if I sign this form without indicating
specific instructions, shares allocated to me will be voted FOR all nominees and
all of the listed proposals. By signing below, I acknowledge receipt of a copy
of the Proxy Statement dated December 18, 1997 that was furnished to
stockholders of the Company in connection with the Annual Meeting of
Stockholders and the accompanying letter dated December 18, 1997 from the
Committee appointed to administer the RRPs.
Dated: , 199
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Signature
PLEASE DATE, SIGN AND RETURN THIS FORM IN THE ENCLOSED ENVELOPE BY
JANUARY 7, 1998.
