TO OUR SHAREHOLDERS:
The annual meeting of the shareholders of Evergreen
Bancshares, Inc., will be held at 6:30 p.m., Friday, December 20,
1996 in the Conference Room at the Northeast Branch Office of
Guaranty National Bank of Tallahassee, 1827 Capital Circle N.E.,
Tallahassee, Florida.
Enclosed is a Notice of the meeting, a Proxy Statement, a
proxy form, a copy of the company's December 31, 1995 Form 10-KSB
which is our annual report and contains audited financial
statements and the Company's quarterly reports on Form 10-QSB for
the first, second and third quarters of 1996. We hope that you
will study the enclosed material carefully and attend the meeting
in person.
Whether you plan to attend the meeting or not, please sign and
date the enclosed proxy form and return it in the accompanying
envelope as promptly as possible. The proxy may be revoked by your
vote in person at the meeting, by your execution of a later dated
proxy, or by your giving written notice of revocation to the
Secretary of Evergreen Bancshares, Inc., at any time prior to the
voting thereof.
Thank you for your support.
Sincerely,
Linda C. Alexionok
Corporate Secretary
December 9, 1996
LCA/shm
EVERGREEN BANCSHARES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 20, 1996
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Shareholders of
Evergreen Bancshares, Inc. will be held at the Northeast Branch
Office of Guaranty National Bank of Tallahassee, 1827 Capital
Circle N.E., Tallahassee, Florida, on December 20, 1996 at 6:30
p.m. for the following purposes:
1. To fix the number of Directors to be elected at 5 and to
elect Directors for the ensuing year.
2. To transact such other business as may properly come
before the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed December 9, 1996 as the record
date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting. Only holders of Common Stock of
record at the close of business on that date will be entitled to
vote at the Annual Meeting or at any adjournment thereof. A
complete list of the shareholders entitled to vote at the meeting,
arranged in alphabetical order and showing the address of each
shareholder and the number of shares registered in the name of each
shareholder, shall be open to examination by any shareholder at
Evergreen's principal office at 111 South Monroe Street,
Tallahassee, FL 32301 during ordinary business hours for any
purpose germane to the meeting. The list will be open for a period
of 10 days prior to the meeting.
Shareholders are requested to date, fill in, sign, and promptly
return the enclosed proxy. Those planning to attend the meeting
may vote in person if they so desire, even if they have previously
sent in their proxies. A proxy may be revoked at anytime prior to
the voting thereof. All shareholders of Evergreen Bancshares, Inc.
are cordially invited to attend the meeting in person.
Your attention is directed to the Proxy Statement accompanying this
Notice for a more complete statement regarding the matters to be
acted upon at the Annual Meeting.
By Order of the Board of Directors
Linda C. Alexionok
Corporate Secretary
Dated: December 9, 1996
LCA/shm
IMPORTANT NOTICE
Whether or not you plan to attend the Annual Meeting, please
complete, sign, date and return the enclosed Proxy as soon as
possible in the postage paid envelope provided.
EVERGREEN BANCSHARES, INC.
1996 ANNUAL MEETING
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of
Evergreen Bancshares, Inc. (the "Company" or "Evergreen") in
connection with the solicitation by the Company's management, by
order of the Board of Directors, of proxies for use at the Annual
Meeting of Shareholders to be held on December 9, 1996, and at any
adjournment thereof, for the purposes set forth in the accompanying
Notice of Meeting.
The enclosed proxy is for use at the Annual Meeting if a
shareholder is unable to attend the Annual Meeting in person or
wishes to have his shares voted by proxy even if he attends the
Annual Meeting. The proxy may be revoked by the person giving it
at any time before it is exercised, by notice to the Secretary of
the Company, by submitting a proxy having a later date, or by such
person appearing at the Annual Meeting and electing to vote in
person. All shares of Common Stock represented by valid proxies
received pursuant to this solicitation, and not revoked before they
are exercised, will be voted at the Annual Meeting. The execution
of a proxy will in no way affect a shareholders right to attend the
Annual Meeting and vote in person.
Holders of Common Stock of record at the close of business on
December 9, 1996 will be entitled to vote at the Annual Meeting and
at any adjournment thereof. At the close of business on that date,
the Company had issued and outstanding 1,017,434 shares of Common
Stock. In the election of directors, and in deciding all other
questions at meetings of shareholders, each shareholder shall be
entitled to one vote on each share of stock held by him. The cost
of soliciting proxies will be borne by Evergreen. In addition to
the use of the mails, proxies may be solicited by personal contact
or telephone. If applicable, banks, brokers, nominees or
fiduciaries will be required to forward the soliciting material to
the principals and to obtain authorization for the execution of
proxies. Evergreen, will, upon request, reimburse banks, brokers,
and other institutions, nominees and fiduciaries for their expenses
in forwarding proxy material to the principals.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
As of December 9, 1996 the record date for the Annual Meeting,
Evergreen had issued and outstanding 1,017,434 shares of Common
Stock held by 127 shareholders. In addition, as of that date,
57,980 shares of Common Stock were subject to options pursuant to
Evergreen's Incentive Stock Option Plan. There are currently
1,250,000 shares of Common Stock authorized.
Principal Shareholders
The following table sets forth certain information concerning
the only person(s) known to the Company who may be considered a
beneficial owner of more than 10% of the outstanding shares of
Company stock as of December 9, 1996.
Shares of Evergreen Bancshares, Inc.
Beneficially owned as of December 9, 1996
Shares Percent
Name & Address Beneficially owned of Class (1)
David A. Barrett 320,858 31.54%
2120 Hill N Dale Road North
Tallahassee, FL 32301
(1) outstanding shares represent the 1,017,434 shares of
Company Common Stock outstanding on December 9, 1996
increased by the 57,980 shares subject to the stock
option plans discussed herein. The percentages indicated
are calculated assuming the issuance of shares of Common
Stock pursuant to the stock option plan discussed herein.
Section 16(a) Beneficial Ownership Reporting Compliance
Under the federal securities laws, the Company's directors,
officers and persons holding more than 10% of the Company's Common
Stock are required to report, within specified monthly and annual
due dates, their initial ownership of Common Stock and all
subsequent acquisitions, dispositions or other transfers of
beneficial interests therein, if and to the extent reportable
events occur which require reporting by such due dates. The
Company is required to describe in this proxy statement whether, to
its knowledge, any person required to file such a report may have
failed to do so in a timely manner. In this regard, the Company is
not aware of any untimely filing.
Stock Ownership of Management
The following table sets forth the number of shares of the
Company's Common Stock beneficially owned on December 9, 1996 by
all directors and executive officers of the Company and the
percentage of the Company's outstanding shares owned by such group:
Beneficial Owners Shares Percent
Name & Address Beneficially owned (1) of Class (2)
David A. Barrett 320,858 31.54%
2120 Hill N Dale Road North
Tallahassee, FL 32301
Anthony L. Bajoczky 93,074 9.15%
125 N Franklin Boulevard
Tallahassee, FL 32301
Kenneth C. Fuqua 94,843 9.32%
3136 Lonnbladh Road
Tallahassee, FL 32308
Vernon E. Sanders 10,069 0.99%
5465 Sombra Del Lago Drive
Tallahassee, FL 32303
Frederic Q. Vroom, MD 92,555 9.10%
2801 Edenderry Drive
Tallahassee, FL 32308
Linda C. Alexionok 5,250 0.04%
2212 Woodlawn Drive
Tallahassee, FL 32303
Joseph A. Torre 0 0%
3208 Glenhaven Terrace
Tallahassee, FL 32312
All Directors and Executive 621,649 60.62%
Officers as a group (3)
(1) Includes the following shares subject to exercisable
stock options; Ms. Alexionok 4792 shares
(2) Outstanding shares represent the 1,017,434 shares of
Company Common Stock outstanding on December 9, 1996,
increased by the 57,980 shares subject to the stock
option plans discussed herein. The percentages indicated
are calculated assuming the issuance of shares of Common
Stock pursuant to the three stock option plans discussed
herein.
(3) Includes 15,197 shares owned by Tallahassee Neurological
Associates Profit Sharing Plan in which director Vroom
has an interest. Includes 2,500 shares owned by Dr.
Vroom's son, Robert Frederic Vroom.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the number of Directors
to be elected at the Shareholders Meeting will be determined by
resolution of the Board of Directors or the Shareholders. A
resolution will be offered at the Meeting fixing the number of
Directors at five (5).
Provided a quorum is present, directors will be elected by the
affirmative vote of not less than a majority of all shares present
in person or represented by proxy at the Meeting.
The proxy solicited hereby cannot be voted for the election of
a person to fill a directorship for which no nominee is named in
this Proxy Statement.
Nominations for election to the Board of Directors may be made
by any shareholder entitled to vote for the election of Directors.
Any such nomination shall contain the following information; (I)
the name and address of the proposed nominee; (ii) the principal
occupation of the nominee; (iii) total number of shares of common
stock that to the knowledge of the nominating shareholder will be
voted for the proposed nominee; (iv) the name and residence address
of each nominating shareholder; (v) the number of shares of common
stock owned by the nominating shareholder; (vi) the total number of
shares of common stock that to the knowledge of the nominating
shareholder are owned by the proposed nominee; (vii) the signed
consent of the proposed nominee to serve, if elected. Such
nomination shall be mailed or delivered to the Secretary of the
Company not later than the close of business on the seventh day
following the day on which the Notice of Meeting was mailed.
Nominations not made in accordance herewith may be disregarded by
the chairperson of the meeting, and upon the chairperson's
instructions the vote tellers may disregard all votes cast for each
such nominee. If, at the time of the Annual Meeting of
Shareholders, any of the nominees named in the Proxy Statement
should be unable or decline to serve as a director, the proxies are
authorized to be voted for such substitute nominee or nominees as
the Board of Directors recommends. The Board of Directors has no
reason to believe that any nominee will be unable or decline to
serve as a director. The Board of Directors recommends that
shareholders grant authority to vote in favor of all of the
nominees.
Set forth below are the names of the nominees for election to
the Board of Directors and certain information furnished by such
nominees to the Company concerning themselves. The persons named
below will be nominated for election to serve until the 1997 Annual
Meeting of the Shareholders.
It is the intention of the persons named in the proxy to vote
"for" the resolution
establishing the number of Directors at five (5) and "for" the
election of these five (5) nominees:
<TABLE>
NOMINEES FOR THE BOARD OF DIRECTORS
<CAPTION>
Name, Age and Year Shares of Position and Offices Present and Principal
Became Director or Company Stock Held Evergreen Occupation for
Executive Owned (1) and Subsidiaries for Last Five
Officer(4)(5) Years
<S> <C> <C> <C>
Anthony L. Bajoczky 97,598 Director, EBI/GNB Attorney, Bajoczky &
49, July 90 Fourier, PA
David A. Barrett * 266,026 Chairman, EBI Attorney, Barrett Hoffman
47, July 90 (3) Director, EBI/GNB & Hall, PA; Chairman of the
Board of the Company and
Vice Chairman of the Board
of Guaranty National Bank
Kenneth C. Fuqua 84,116 Director, EBI/GNB President, State Securities
54, July 90 Corp.
Vernon E. Sanders* 9,285 Treasurer, EBI CPA, Catledge, Sanders
56, July 90 Director, EBI/GBN & Sanders; Treasurer of
the Company
Frederic Q. Vroom, M.D. 65,303 (2) Director, EBI/GNB Medical Coordinator for
60, July 90 Drug Research, Neuroscience
Center, TMRMC, Tallahassee,
FL; President, Tallahassee
Neurological Clinic until
1994
<FN>
* Indicates that the nominee is also an Executive Officer of the
Company.
(1) As of December 9, 1996; excludes shares that are subject to
presently exercisable stock options.
(2) Excludes 15,197 shares held by Tallahassee Neurological
Associates Profit Sharing Plan in which he has an interest;
includes 61,393 shares held jointly with Peggy Joyce Cox
Vroom.
(3) Rica Barrett is the spouse of David A. Barrett. Mr. Barrett
disclaims beneficial ownership of her shares.
(4) By virtue of serving as Directors of the wholly owned
subsidiary, Guaranty National Bank, the following persons
are considered associates:
Rica A. Barrett, 51 101,674 Director, Guaranty Horse Breeder/
National Bank Farmer
Wilma B Lauder, 55 8,238 Director, Guaranty Compliance Management,
National Bank State Housing Agency
Marilyn B. Newton, 66 39,097 Director, Guaranty Realtor Associate,
National Bank Retired Teacher
and Investor
(5) Linda C. Alexionok and Joseph A. Torre, Corporate Secretary
and Assistant Treasurer respectively, are also
considered associates of the above nominees.
</FN>
</TABLE>
In the event that any of the forenamed persons nominated as a
Director is unable to serve, the proxies in the accompanying form
will be voted for the remaining nominees and for substitute
nominees. Management has no reason to anticipate that this will
occur.
At the 1995 Annual meeting, stockholders also elected as
Directors the following: Thomas L. Collier (who resigned in 1996);
Robert W. Minnick, Jr. (who resigned in 1996); and Richard A.
Altobellis (who passed away in 1996).
Board Of Director Meetings
During 1995, the Board of Directors of the Company held 3
Board Meetings. The only committee of the Board of Directors is
the Joint Executive Planning Committee which consists of the Board
members of the Evergreen Bancshares, Inc. and Guaranty National
Bank. All of the Company's directors attended at least 75% of the
Board meetings and meetings of the committee on which they served
except former director Richard A. Altobellis who had been ill and
unable to travel. Mr. Altobellis passed away in January of 1996.
Other Matters
Provided a quorum is present, your proxy is also solicited to
vote on any other matters which may properly come before the
meeting. While management is unaware of any such matters, it is
the intention of the persons named in this proxy to vote the shares
represented by them in accordance with the wishes of the Company's
Board of Directors.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Executive Officers
Executive officers are elected annually by the Board of
Directors following the Annual Meeting of Shareholders to serve for
a one year term and until their successors are elected or appointed
and qualified. The following table sets forth the name of each of
the executive officers of the Company and all positions and offices
held with the Company or its subsidiary.
Name Information about the Executive Officers
David A. Barrett Chairman of the Board of the Company. Vice
Chairman of the Board of Guaranty National
Bank. He is 47 and an attorney by profession.
Vernon E. Sanders Treasurer of the Company. Chairman of the Board
of Guaranty National Bank. He is 56 and an
accountant by profession.
Linda C. Alexionok(2) Corporate Secretary of the Company. Acting
President/CEO Of Guaranty National Bank. She
is 42. Previously Senior Vice President/
Operations, Guaranty National Bank
Joseph A. Torre Assistant Treasurer of the Company. Financial
Officer of Guaranty National Bank. He is 47.
None of the executive officers of the Company receive a salary or
other compensation, other than board of director or committee fees,
from the Company.
Mr. William L. Sutton resigned effective March 31, 1996. He had
been elected Vice President of the Company on November 9, 1994 and
President of the Company's subsidiary bank, Guaranty National Bank,
on May 19, 1994. Mr. Robert W. Minnick, Jr. resigned effective
October 17, 1996. He had served as President/CEO of the Company
and CEO of the Company's subsidiary bank for more than the past
five years.
Officer Compensation Policy
The subsidiary Bank's Personnel & Compensation Committee
annually reviews all salary, benefits and other compensation plans
of the subsidiary Bank's officers. The officer compensation policy
is designed to provide competitive levels of compensation that
integrate officer compensation with the Bank's annual and long-term
performance goals, reward above-average bank performance, and
assist the Bank in attracting and retaining qualified officers.
Officer compensation is reviewed by the Committee relative to peer
group officer compensation using independently gathered data
obtained from sources such as the Florida Bankers Association and
Sheshunoff Information Services. During the past three years, the
Bank's compensation packages (base salary, performance bonus and
stock options) have increasingly been weighted toward programs that
are based on the Bank's level of both short and long-term growth
and performance, as opposed to non-growth or restoration programs.
As a result, an officer's actual level of compensation in any
particular year is "at risk", i.e., it may be above or below those
of the Bank's competitors, depending on performance. The
performance driven bonus plans were expanded in 1993 to include
other senior officers of the Bank. The Committee believes that the
mix of conservative officer salaries coupled with cash incentives
in the form of bonuses for both short and long-term performance,
and the potential for equity ownership through stock options,
represents a positive balance that will motivate the management
team to continue to produce the type of results the Bank has
achieved the past three years. It is also felt that this program
balances the needs of the bank in operating its overall business
and providing appropriate rewards to management based on increased
shareholder value. The senior management incentives are generally
earned only if certain bank objectives, such as return on equity
and return on asset targets, growth targets, and earnings per share
targets set by the Board of Directors are met.
Executive Compensation
The following table shows for each of the last three fiscal
years of the Company the compensation paid to the Company's CEO and
Vice President, both of whom resigned in 1996. No other executive
officer received an annual salary and bonus in excess of $100,000.
<TABLE>
<CAPTION>
Other Securities
Annual Restricted Underlying All Other
Name & Principal Compen- Stock Options/ LTIP Compensa-
Position Salary Bonus sation(1) Awards SARs Payouts tion
Position
Robert W. Minnick,
Jr., CEO
<C> <C> <C> <C> <C> <C> <C> <C>
1995 $120,000 $30,000 $4,700 $ 0 $ 0 $ 0 $1,473
1994 120,000 30,000 5,050 0 22,566 0 1,473 (2)
1993 85,000 56,000 3,250 0 7,525 0 1,473 (2)
William L. Sutton,
Vice President
1995 $100,000 $ 0 $4,700 $ 0 $ 0 $ 0 $ 0
1994 71,356 10,000 0 0 0 0 0
<FN>
(1) Represents cash compensation paid for meeting fees.
(2) The amount shown reflects amounts accrued for Mr. Minnick's
account for premiums paid by the Company on a term life
insurance policy owned by Mr. Minnick. It does not include
premiums paid by the Company on a term life insurance policy
of which the Company is the owner and beneficiary.
</FN>
</TABLE>
The Company granted no stock appreciation rights or stock
options to these officers in 1995.
The following table shows, for the executive officers listed above,
certain information relating to options exercised during the last
fiscal year.
<TABLE>
<CAPTION>
Number of Value of
Securities Unexercised
Underlying Options in
Shares Options at the Money at
Acquired Value FY End FY End
on Realized Exercisable/ Exercisable/
Name Exercise (1) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Robert W. Minnick, Jr.
12/29/95 1,333 10,664 30,600 $253,600
William L. Sutton 0 0 0 0
<FN>
(1) Based on assumed value of $20.00 per share. There is no
active market for the Company's stock.
</FN>
</TABLE>
The Company has no long-term incentive plans.
None of the executive officers of the Company receive a salary or
other compensation, other than board of director or committee fees,
from the Company. During 1995, Mr. Minnick and Mr. Sutton received
salaries from the Company's subsidiary bank where they served as
CEO and President, respectively. Director and committee fees paid
by the Company's subsidiary bank during 1995 to Messrs. Barrett,
Minnick, Sutton and Sanders were $13,700, $4,700, $4,700 and
$14,150, respectively. Directors of the Company received a fee of
$400 per Board meeting attended, and directors of the Bank receive
a fee of $400 per Board meeting attended which was suspended in
November, 1995. Committee members are paid $150 per committee
meeting attended which was suspended in November, 1995.
Other Benefit Plans
Other than the compensation plans previously discussed,
neither the Company nor its subsidiary bank have retirement or
pension plans for employees, officers or directors.
Hospitalization, major medical, disability, dental and term life
insurance is provided for all employees and officers of the
Company's subsidiary Bank. Dependent coverage is paid by the
employee or officer. The Company's subsidiary Bank has adopted a
401(K) Plan which was implemented in 1994. The plan offers
benefits for all eligible employees of the subsidiary Bank who have
completed one year of service. The matching contributions made by
the Bank are determined by a schedule based on a comparison of the
Bank's net income for the year to targets established by the
Personnel & Compensation Committee. If the minimum net income
target is not achieved, no performance match will be made for that
year. 401 (K) Plan deferrals are held in trust for the account of
the participant and invested in a variety of investment options at
the participant's direction. 401 (K) Plan benefits are deferred
and generally will be paid at termination of employment or
retirement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Compensation Committee Interlocks and Insider Participation
Messrs. Barrett, Sanders and Mrs. Barrett, together with Mrs.
Newton, served as members of the Personnel & Compensation Committee
of the subsidiary Bank throughout 1995. During 1995, the Company's
subsidiary Bank engaged in customary banking transactions and had
outstanding loans to certain of the Company's directors, including
Messrs. Barrett, Sanders and Fuqua and Mrs. Newton, executive
officers, their associates and members of their immediate families
of such directors and executive officers. These loans were made in
the ordinary course of business and were made on substantially the
same terms, including interest rates, as those prevailing at the
time for comparable transactions with others. In the opinion of
management, these loans do not involve more than the normal risk of
collectibility or present other unfavorable features. The law firm
of Barrett, Hoffman, and Hall, of which Mr. Barrett is a partner,
provided legal and other services to the Company's subsidiary Bank
during 1995. Legal and related fees paid to the law firm by the
subsidiary Bank during 1995 were $30,119. This amount does not
include fees paid by customers of the Bank directly to the law
firm. In addition to the fees paid to the law firm for legal and
related services, the subsidiary Bank during 1995 paid an affiliate
of the law firm $14,400 for yard and external maintenance on four
of the Bank's seven office locations. The fees paid by the
subsidiary Bank did not exceed 5% of the law firm's gross revenue
for the last full fiscal year. Management of the Company believes
that the transactions with the law firm were at substantially
similar terms to those which could have been obtained from
unaffiliated parties.
The Company's subsidiary Bank currently leases office space
for several of its offices from certain partnerships and
individuals affiliated with the Company. These lease agreements,
which began in 1990 and have varying terms, provide that the
Company's subsidiary Bank will pay, in the aggregate, $621,284 per
annum subject to certain CPI adjustments. A discussion of the
leases follows below.
In June 1990, the Company's wholly-owned subsidiary bank
entered into a lease agreement with Guaranty Bank Real Estate
Partnership (a partnership comprised of directors Altobellis,
Bajoczky, D. Barrett, Collier, Fuqua, and Vroom) to lease a branch
bank location at 1827 Capital Circle, N.E., Tallahassee, Florida.
The agreement provided for, among other things, the lease of 3,931
square feet at an annual lease payment of $44,400 (subject to
certain adjustments), or $11.29 per sq. ft., for a 5-year initial
term, with three 5-year renewal period options. In June 1995, the
Bank executed its first five year renewal option. In October,
1990, the bank leased an additional 600 sq.ft. for use as a
conference room upon the same lease terms and conditions as the
lease executed in June, 1990, and in January 1992, the bank leased
an additional 663 sq. ft. in the building for use as a Real Estate
Loan Department upon the same lease terms and conditions as the
lease executed in June 1990. The total lease payments made by the
subsidiary Bank to the Partnership during 1995 amounted to $75,654.
Management of the Company believes that the transactions with the
partnership were on substantially similar terms to those which
could have been obtained from unaffiliated parties.
In July 1992, the Company's wholly-owned subsidiary bank
entered into a lease agreement with 2613 South Monroe Real Estate
Partnership, a Florida General Partnership (a partnership comprised
of directors D. Barrett and Vroom) to lease the Guaranty National
Bank Operations Center located at 2613 South Monroe, Tallahassee,
Florida. The agreement provided for, among other things, the lease
of 4,131 sq. ft. on the 2nd floor at an annual lease payment of
$37,200 (subject to certain adjustments) or $9.01 per sq. ft. for
a 5-year initial term, with three 5-year renewal period options.
In December, 1993, the bank exercised its option under the original
lease agreement to lease an additional 5,737 sq.ft. in the building
for use as a branch location. The agreement provided for, among
other things, the lease of the first floor of the building for an
annual lease payment of $67,200 (subject to certain adjustments) or
$11.71 per sq.ft. The total lease payments made by the subsidiary
bank to the Partnership during 1995 amounted to $119,992.
Management of the Company believes that the transactions with the
partnership were on substantially similar terms to those which
could have been obtained from unaffiliated parties.
In November 1993, the subsidiary Bank acquired the Downtown
office of Anchor Savings Bank, FSB and assumed the existing lease
agreement between Anchor and David A. Barrett and Eric S. Hoffman.
The agreement provides for, among other things, the lease of
approximately 6,000 sq.ft. at an annual lease payment of $120,000
or $20.00 per sq.ft. Also included in the lease agreement are 20
parking spaces for customer and employee use at an annual parking
fee of $14,400, and a covered drive-thru facility. The term of the
lease is for a period of five years dating from February 7, 1992,
and includes an option to renew for two consecutive five-year
renewal periods. In April 1994, the subsidiary Bank exercised its
option under the original lease to lease the 2nd floor for use of
the Bank and the Company. The agreement provides for, among other
things, the lease of approximately 6,248 sq. ft. at an annual lease
payment of $121,968 or $21.00 per sq. ft. The total lease payments
made by the subsidiary Bank to David A. Barrett and Eric S. Hoffman
during 1995 amounted to $305,645. Management of the Company
believes that the transactions with Messrs Barrett and Hoffman were
on substantially similar terms to those which could have been
obtained from unaffiliated parties.
There were no other business relationships with any director,
executive officer, their associates and members of the immediate
families of such directors and executive officers under which the
Company has made or proposes to make payments for property or
services in excess of 5% of the Company's gross revenues for the
last full fiscal year or 5% of the other entities consolidated
gross revenues for the last full fiscal year.
SHAREHOLDER PROPOSALS
Shareholders who desire to submit proposals to the Company's
shareholders at the 1997 Annual Meeting must submit such proposals
so that they are received by the Company no later than February 15,
1997 in order to be considered for inclusion in the company's 1997
proxy materials. Such shareholder proposals as well as any
questions relating thereto, should be submitted Evergreen
Bancshares, Inc., 111 South Monroe Street, Tallahassee, FL 32301,
ATTN: Secretary.
VOTING AT THE MEETING
Each shareholder of record at the close of business on
December 9, 1996 is entitled to notice of and to vote at the Annual
Meeting or any adjournments thereof. Each share of the Company
Common Stock entitles the holder of one vote on any matter coming
before a meeting of shareholders of the Company. On December 9,
1996, the record date for the Annual Meeting, there were 1,017,434
shares of Company Common Stock outstanding.
A majority of the shares entitled to vote constitutes a quorum
at a meeting of the shareholders. The presence of a quorum either
in person of by proxy and the affirmative vote of the holders of a
majority of the shares represented and entitled to vote at the
Annual Meeting is required for all actions. If a quorum is
present, the vote of a plurality of the votes cast by the shares
entitled to vote shall be necessary for the election of Directors;
therefor, abstention and broker non-votes will not be counted.
The Board of Directors knows of no other matters which will be
brought before the Annual Meeting. If such other matters are
properly introduced, the persons named in the enclosed proxy will
vote on such matters as the Board recommends.
ADDITIONAL INFORMATION AVAILABLE
The exhibits to the Form 10-KSB and Forms 10-QSB delivered
with this proxy statement were not included. Copies of such
exhibits, referenced in the Forms, are available from the Company
at a fee of 25 cents per page copy charge. Such exhibits are also
available at the SEC's EDGAR Internet web site.
Dated: December 9, 1996
APPENDIX: FORM OF PROXY
EVERGREEN BANCSHARES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR 1996 ANNUAL
MEETING OF SHAREHOLDERS DECEMBER 20, 1996
The undersigned hereby appoints Michelle G. Pullam and S.
Heather McKenna (none of whom are officers or employees of the
Company) and each of them, proxy or proxies of the undersigned,
with power of substitution, to vote all shares of stock of the
Company held by the undersigned which are entitled to be voted at
the Annual Meeting of Shareholders on December 9, 1996, and any
adjournments, as effectively as the undersigned could do if
personally present; provided that said proxies are authorized and
directed to vote as indicated below:
(1) Fixing the number of Directors to be elected at 5.
FOR__________AGAINST__________ABSTAIN__________
(2) The election of the following to serve as Directors until
the 1997 Annual Meeting of Shareholders:
Mr. Anthony L. Bajoczky
FOR__________AGAINST__________ABSTAIN__________
Mr. David A. Barrett
FOR__________AGAINST__________ABSTAIN__________
Mr. Kenneth C. Fuqua
FOR__________AGAINST__________ABSTAIN__________
Mr. Vernon E. Sanders
FOR__________AGAINST__________ABSTAIN__________
Frederic Q. Vroom
FOR__________AGAINST__________ABSTAIN__________
(3) In the discretion of the Board of Directors, for or
against, any other motions which may properly come before
the Meeting, Management being unaware of any other
matters.
FOR__________AGAINST__________ABSTAIN__________
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED IN
THE SPACES PROVIDED ABOVE, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED AS DIRECTED BY THE BOARD OF DIRECTORS WITH RESPECT TO EACH OF
THE PROPOSALS.
The undersigned hereby acknowledges receipt of a copy of the Notice
of Annual Meeting and Proxy Statement dated December 9, 1996, and
ratifies all that the aforesaid attorneys or proxies, or any of
them, or their substitutes, may lawfully do by virtue hereof, and
revokes any proxies heretofore given by the undersigned to vote at
said Annual Meeting or adjournments(s).
Dated:________________________ ________________________________________
(Please date this proxy) Signature of Shareholder
________________________________________
Signature of Shareholder
Please sign in the exact manner in which your name appears on your
stock certificate. If shares are held jointly, each joint owner
must sign. When signing as attorney, executor, administrator,
trustee, or guardian please give your full title as such. A
corporation must sign in full corporate name by its president or
other authorized officer. A partnership must sign in partnership
name by an authorized person.
