<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>
GULF WEST BANKS, 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
GULF WEST 425 22nd Avenue North
BANKS, INC St. Petersburg, Florida 33704
(813) 894-5696
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 16, 1998
Notice is hereby given that the Annual Meeting of the Stockholders of
GULF WEST BANKS, INC. (the "Company") will be held at the Feather Sound Country
Club located at 2201 Feather Sound Drive, St. Petersburg, Florida, on Thursday,
April 16, 1998, at 5:00p.m. Eastern Daylight Time, for the following purposes:
1. To elect four directors to serve until the next Annual Meeting
of Stockholders at which their respective terms terminate and
until their successors are duly elected and qualified.
2. To transact such other business as may properly come before
the meeting.
Only stockholders of record at the close of business on February 28,
1998, are entitled to notice of and to vote at said meeting or at any
adjournments thereof.
By Order of the Board of Directors,
/s/ G. W. Campbell
Gordon Campbell, Chairman of the Board
and President
March 16, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF STOCKHOLDERS, YOU ARE
URGED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. IF YOU DO ATTEND THE MEETING AND DECIDE THAT
YOU WISH TO VOTE IN PERSON, YOU MAY WITHDRAW
YOUR PROXY.
<PAGE> 3
GULF WEST BANKS, INC.
425 22ND AVENUE NORTH, ST. PETERSBURG, FLORIDA 33704
PROXY STATEMENT
SOLICITATION
This proxy statement is furnished by and on behalf of the Board of
Directors of GULF WEST BANKS, INC., a Florida corporation ("Gulf West" or the
"Company"), in connection with the solicitation of proxies for use at the Annual
Meeting of Stockholders, to be held on Thursday, April 16, 1998 at the Feather
Sound Country Club located at 2201 Feather Sound Drive, St. Petersburg, Florida
at 5:00 p.m. Eastern Daylight Time, and at any adjournment thereof (the "Annual
Meeting"). At the Annual Meeting, the presence in person or by proxy of the
holders of a majority of the total number of shares of Common Stock outstanding
as of the record date will constitute a quorum. Abstentions and broker non-votes
will be considered as present for purposes of determining a quorum. This Proxy
Statement and the accompanying proxy card, together with the Company's Annual
Report for the fiscal year ended December 31, 1997, are first being sent or
given to stockholders on or about March 16, 1998.
VOTING OF PROXIES
All shares represented by properly executed proxies will be voted in
accordance with the instructions indicated thereon unless such proxies
previously have been revoked. If any proxies of holders of Common Stock do not
contain voting instructions, the shares represented by such proxies will be
voted FOR the Director nominees named in PROPOSAL 1. The Board of Directors does
not know of any business to be brought before the Annual Meeting other than as
indicated in the notice, but it is intended that, as to any other such business,
votes may be cast pursuant to the proxies in accordance with the judgment of the
persons acting thereunder. Abstentions will be included in vote totals and
considered negative votes; broker non-votes will not be included in vote totals
and will not be considered in determining the outcome of the vote.
Any stockholder who executes and delivers a proxy may revoke it at any time
prior to its use upon (a) receipt by the Secretary of the Company of written
notice of such revocation; (b) receipt by the Secretary of the Company of a duly
executed proxy bearing a later date; or (c) appearance by the stockholder at the
Annual Meeting and his request for the return of his proxy made to the inspector
of elections prior to the taking of any vote.
Only stockholders of record at the close of business on February 28, 1998
are entitled to notice of, and to vote at, the Annual Meeting. As of February
28, 1998, there were 4,497,376 shares of Common Stock outstanding, each of which
is entitled to one vote. An additional 961,410 were held in escrow by the
Company's transfer agent representing shares to be issued to former stockholders
of Citizens National Bank and Trust Company upon surrender of their Citizen's
shares to the transfer agent.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of February 28, 1998, the beneficial
ownership of Gulf West's outstanding Common Stock by (i) each of the Named
Officers named in the Summary Compensation Table and each director of the
Company and the Company's wholly-owned subsidiary, Mercantile Bank ("Mercantile"
or the "Bank"), (ii) all executive officers and directors as a group, based on
information filed with the Securities and Exchange Commission and information
provided directly to the Company by those persons. To the best knowledge of the
Company, no one except management and/or directors listed in the table below
owns more than five percent (5%) of the Company's common stock. Unless otherwise
indicated,
1
<PAGE> 4
all shares are held with sole voting and investment power.
<TABLE>
<CAPTION>
Shares
Name and Address of Beneficial Beneficially Percent
Owner Position with Company Owned(1) of Class(2)
- ------------------------------ --------------------- -------- -----------
DIRECTORS:
<S> <C> <C> <C>
Gordon W. Campbell Chairman of the Board 548,134(3) 9.09
2000 Bayview Drive and President
Tierra Verde, Florida 33715 Company and Mercantile
John Wm. Galbraith Director 816,333(4) 14.32
1 Beach Drive S.E. #1802 Company and Mercantile
St. Petersburg, FL 33701
Algis Koncius Director 137,503(5) 2.41
4340 Willow Hills Lane Company and Mercantile
Cincinnati, Ohio
Louis P. Ortiz, CPA Director 70,895(6) 1.24
6 Island Drive Company and Mercantile
Treasure Island, FL 33706
John Cooper Petagna
615 16th Avenue N.E. Director 20,303(7) *
St. Petersburg, FL 33704 Company and Mercantile
P.N. Risser, III Director 175,583(8) 3.08
1844 Brightwater Blvd. Company and Mercantile
St. Petersburg, FL 33704
Austin L. Fillmon Director 48,504(9) *
7319 Sunfish Circle Mercantile
Spring Hill, FL 34607
Van L. McNeel Director 10,500 *
3301 Bayshore Boulevard Mercantile
Apt. 2409
Tampa, FL 33629
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C> <C> <C>
DIRECTORS/NOMINEES:
Thomas M. Harris Director 84,731 (10) 1.49
12375 Fifth Street East Company and Mercantile
Treasure Isle, Florida 33706
Ross E. Roeder Director 40,253 (11) *
6901-B 16th St. N.E. Company and Mercantile
St. Petersburg, FL 33702
Henry W. Hanff, M.D. Director 226,786 (12) 3.98
5243 Hanff Lane Company and Mercantile
New Port Richey, FL 34652
Pandurang V. Kamat, M.D. Director 262,910 (13) 4.61
3565 Seaway Drive Company and Mercantile
New Port Richey, FL 34652
OTHER EXECUTIVE OFFICERS:
Barry K. Miller Executive Vice President 57,025 (14) 1.00
7266 Rosetree Place West Mercantile;
Seminole, FL 33772 Secretary/Treasurer
Company and Mercantile
All Directors and Executive --- 2,567,370 (15) 45.02
Officers as a group (17 persons)
</TABLE>
- ------------------------
* Represents less than one percent.
(1) The amount beneficially owned by each person has been determined under
Rule 13d-3, and includes shares which each person has the
right to acquire within the next sixty (60) days.
(2) In calculating the percentage ownership for a given individual or group,
the number of shares of Gulf West Common Stock outstanding includes
unissued shares subject to options, rights, or conversion privileges
exercisable within sixty (60) days held by such individual or group, but
are not deemed outstanding by any other person or group.
(3) Consists of 8,500 shares which Mr. Campbell has the right to acquire
under presently exercisable outstanding stock options, 129,134 shares
held in a Revocable Trust, 10,500 shares held in an IRA account, and
400,000 shares held in a limited family partnership in which Mr. Campbell
is general partner.
(4) Includes 7,500 shares which Mr. Galbraith has the right to acquire under
presently exercisable outstanding stock options, and 94,500 owned by his
spouse and as to which Mr. Galbraith disclaims beneficial ownership.
(5) Includes 6,825 shares owned by his spouse.
(6) Consists of 12,750 shares which Mr. Ortiz has the right to acquire under
presently exercisable outstanding stock options, and 58,145 shares in the
name of his partnership.
(7) Consists of 20,303 shares Mr. Petagna owns jointly with his spouse.
(8) Includes 12,750 shares which Mr. Risser has the right to acquire under
presently exercisable outstanding stock options, and 40,830 shares held
through his company retirement plan.
(9) Includes 16,168 shares owned jointly by Mr. Fillmon and his spouse and
15,845 shares held by his wife
(10) Includes 12,750 shares which Mr. Harris has the right to acquire under
presently exercisable outstanding stock options, 2,835 shares owned
jointly with his spouse, and 1,253 shares held only in his spouse's name
and as to which Mr. Harris disclaims beneficial ownership.
(11) Includes 12,750 shares which Mr. Roeder has the right to acquire under
presently exercisable outstanding stock options.
(12) Includes 5,000 shares which Dr. Hanff has the right to acquire under
presently exercisable outstanding stock options, 201,055 shares held in a
limited family partnership and 24,252 shares help by a profit sharing
trust of his business.
(13) Includes 5,000 shares which Dr. Pandurang has the right to acquire under
presently exercisable outstanding stock options, 25,222 shares held
jointly with his spouse, and 122,880 shares held by his spouse as
guardian for their children. 1
(14) Includes 40,750 shares which Mr. Miller has the right to acquire under
presently exercisable outstanding stock options and 15,750 shares held
jointly with his spouse.
(15) Includes 175,654 shares the executive officers and directors have the
right to acquire under agreements and presently exercisable stock
options.
3
<PAGE> 6
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The bylaws of Gulf West and Mercantile both provide that directors will
be divided into three classes with the number of directors in each class being
as nearly equal as possible. The terms of all members of one class expire in the
same year, and each class is elected for a three-year term. There are no
arrangements or understandings between either Gulf West or Mercantile or any
director or executive officer pursuant to which any such individual has been
elected a director or executive officer of Gulf West or Mercantile. All
executive officers of Gulf West and Mercantile hold office at the pleasure of
their respective Boards of Directors. The following table sets forth the names
of the directors and executive officers of Gulf West and Mercantile, their ages,
and positions held by them with Gulf West and Mercantile.
<TABLE>
<CAPTION>
DIRECTOR OF
POSITION(S) POSITION(S) GULF WEST/ TERM
NAME AGE WITH GULF WEST WITH MERCANTILE BANK SINCE EXPIRES
- ---- --- -------------- --------------- ---------- -------
<S> <C> <C> <C> <C> <C>
Robert A. Blakley 49 Vice President Executive Vice President NA/NA NA/NA
Gordon W. Campbell 65 Chairman/President Chairman/President 1994/1990 2000/2000
Philip H. Chesnut 53 NA Regional President NA/NA NA/NA
Austin L. Fillmon 69 Director Director NA/1998 NA/1999
John Wm. Galbraith 76 Director Director 1994/1997 2000/2000
Henry W. Hanff, 55 Director Director 1998/1998 1998/2001
M.D.
Thomas M. Harris 64 Director Director 1988/1986 1998/2001
Pandurang V. Kamat, 58 Director Director 1998/1998 1998/2000
M.D.
Algis Koncius 53 Director Director 1994/1989 1999/1999
Barry K. Miller 49 Secretary/Treasurer Executive Vice President/ NA/NA NA/NA
Secretary/Treasurer
Van L. McNeel 72 NA Director NA/1998 NA/2001
Louis P. Ortiz, CPA 53 Director Director 1994/1986 1999/1999
John C. Petagna, Jr. 48 Director Director 1994/1994 2000/2000
P. N. Risser, III 56 Director Director 1994/1986 1999/1999
Ross E. Roeder 60 Director Director 1995/1995 1998/2001
John T. Sica 57 Vice President Executive Vice President NA/NA NA/NA
Douglas Winton 50 Vice President Executive Vice President NA/NA NA/NA
</TABLE>
4
<PAGE> 7
Biographical information about the executive officers and directors of
Mercantile and Gulf West is set forth below. All such information has been
furnished to Gulf West by each such person.
GORDON W. CAMPBELL has served as director of Gulf West, in the capacity of
Chairman of the Board and President of Gulf West since its inception and has
served as Chairman of the Board and President of Mercantile since 1990. He was
Chairman of SouthTrust Bank of Tampa (formerly Gulf/Bay Bank) from 1985 to 1990,
Vice Chairman of NCNB National Bank, Tampa from 1983-1984 and President and CEO
of Exchange Bancorp of Tampa from 1974-1983.
AUSTIN L. FILLMON has served as a Director of Mercantile since February,
1998. He served as a Director of Citizens National Bank and Trust Company, Port
Richey, Florida from its inception in 1988 until January, 1998 when Citizens was
merged into Mercantile. Mr. Fillmon retired from the general contracting and
real estate development business in 1996 after 18 years of operating his own
company.
JOHN WM. GALBRAITH has served as director of Gulf West since its inception
and served as a director of Mercantile from 1990 to 1996 and was reelected to
the Board of Mercantile in December, 1997. He has been the President and owner
of Galbraith Properties, Inc. since 1991, through which he conducts his personal
investments. He was Chairman of Templeton Funds Management, Inc., a mutual funds
management company located in St. Petersburg, Florida from 1974-1992, and was
re-elected to the Board in 1995 and continues to serve as a director presently.
HENRY W. HANFF, M.D. has served as a Director of Gulf West since January,
1998 and as a Director of Mercantile since February, 1998. He served as Chairman
of the Board of Citizens National Bank and Trust Company, Port Richey, Florida
from its inception in 1988 until January, 1998 when Citizens was merged into
Mercantile. Dr. Hanff is an orthopaedic surgeon .
THOMAS M. HARRIS has served as director of Gulf West since its inception
and has served as a director of Mercantile since 1986. He has been a partner
with the law firm of Harris, Barrett, Mann & Dew in St. Petersburg, Florida,
since 1979.
PANDURANG V. KAMAT has served as a Director of Gulf West since January,
1998 and as a Director of Mercantile since February, 1998. He served as a
Director of Citizens National Bank and Trust Company, Port Richey, Florida from
1989 to January, 1998 when Citizens was merged into Mercantile. Dr. Kamat is a
cardio-thoracic surgeon and has had his own practice since 1986.
ALGIS KONCIUS has served as director of Gulf West since its inception and
has served as a director of Mercantile since 1989. He has been the owner and
President of Koncius Enterprises, a real estate investment company in
Cincinnati, Ohio, since 1968.
VAN L. MCNEEL has served as a director of Mercantile since February, 1998.
Mr. McNeel was Chairman and CEO of Polymer International Corp. from 1982 to 1989
and Chairman and CEO of McNeel International Corp. from 1989 to 1997. He serves
as Chairman of McNeel Capital Company, Overseas Group, Panama and Suncoast
Financial Corp., Tampa. He is a director of S.C. Technologies, Denver, Colorado
and Triage Energy Corp., Midland, Texas.
LOUIS P. ORTIZ, CPA has served as director of Gulf West since its inception
and has served as a director of Mercantile since 1986. He has been a partner
with the public accounting firm of McNulty, Garcia & Ortiz, P.A. located in St.
Petersburg, Florida, since 1972.
JOHN C. PETAGNA, JR. has served as director of Gulf West since its
inception and began serving as a director of Mercantile in 1994. He has been the
President of American Municipal Securities, Inc., an investment brokerage firm
with headquarters in St. Petersburg, Florida, since 1980.
5
<PAGE> 8
P. N. RISSER, III has served as director of Gulf West since its inception
and has been a director of Mercantile since 1986. Since 1975 he also has been
the Chairman and Chief Executive Officer of Risser Oil Corporation, which is
involved in the petroleum industry with headquarters in Clearwater, Florida.
ROSS E. ROEDER joined the Board of Gulf West and Mercantile in 1995. Mr.
Roeder was Chairman and CEO of M.D.R., Inc., an international consulting group
from 1980 to present. He is also Chairman of Morgan Kaufman Publishers, San
Francisco, California; a director of Smart & Final Stores Corporation, Vernon,
California; a director of HTI Technologies, Inc., St. Petersburg, Florida; a
director of Henry Lee, Miami, Florida; a director of Chicos FAS, Inc., Ft.
Myers, Florida; and a director of Port Stockton Foods, Stockton, California.
BARRY K. MILLER serves as Executive Vice President, Chief Financial
Officer, Corporate Secretary and Treasurer of Mercantile and has held an officer
position with Mercantile since 1986. He is also Corporate Secretary and
Treasurer of Gulf West. He has over 25 years of banking experience.
ROBERT A. BLAKLEY serves as Chairman of the Board of Liberty Leasing
Corporation, Vice President of Gulf West and Executive Vice President of
Mercantile and manages all bank lending functions. He has been with Mercantile
since 1991. Prior to joining Mercantile he was with Southeast Bank from 1989 to
1991 as Vice President in Commercial Lending. He has been in the banking
business since 1978.
PHILIP H. CHESNUT has served as President of Mercantile's Pasco County
region since January, 1998. Mr.Chesnut was a Director, President and CEO of
Citizens National Bank and Trust Company, Port Richey, Florida from 1993 until
January, 1998 when Citizens was merged into Mercantile.
JOHN T. SICA serves as Vice President of Gulf West and as Executive Vice
President of Mercantile, with responsibility for administration of Mercantile's
branch office network. He joined Mercantile in 1993. Prior to joining Mercantile
he was Executive Vice President and Chief Operating Officer with SouthTrust Bank
of Tampa where he was employed from 1985 to 1993.
DOUGLAS WINTON serves as Vice President of Gulf West and as Executive Vice
President of Mercantile with responsibility for community banking, marketing,
and business development. He joined Mercantile in 1995. Prior to joining
Mercantile, he was President, Chief Executive Officer and a director of The
Terrace Bank in Temple Terrace, Florida.
6
<PAGE> 9
ELECTION OF DIRECTORS
(PROPOSAL 1)
The bylaws of the Company provide that directors will be divided into three
classes, with the number of directors in each class being as nearly equal as
possible. The terms of all members of one class expire in the same year, and
each class is elected for a three-year term. The number of Directors whose term
is expiring this year is four. Accordingly, the Board of Directors proposes the
election of four Directors, each to hold office until the Annual Meeting of
Stockholders to be held in the year during which the term of their respective
class expires, or until a successor has been elected and qualified. The term of
the class of Messrs. Hanff, Harris and Roeder will expire in 2001 and the term
of Mr. Kamat's class will expire in 2000. Unless otherwise instructed by the
stockholder, the persons named in the accompanying proxy intend to vote for the
election of the persons listed below, all of whom are currently Directors of the
Company. If any nominee becomes unavailable for any reason or should a vacancy
occur before the election (which events are not anticipated), the proxies will
be voted for the election of a substitute nominee to be selected by the persons
named in the proxy.
CERTAIN INFORMATION REGARDING DIRECTOR NOMINEES
<TABLE>
<CAPTION>
Name Age Occupation/Background
- ---- --- ---------------------
<S> <C> <C>
Henry W. Hanff, M.D. 55 Director of Company since January,
1998 and as a Director of
Mercantile since February, 1998. He
served as Chairman of the Board of
Citizens National Bank and Trust
Company, Port Richey, Florida from
its inception in 1988 until
January, 1998 when Citizens was
merged into Mercantile. Dr. Hanff
is an orthopaedic surgeon .
Thomas M. Harris 64 Director of the Company since 1994
and Director of the Bank since
1986. Mr. Harris has been a partner
with the law firm of Harris,
Barrett, Mann & Dew in St.
Petersburg, Florida since 1979.
Pandurang V. Kamat, M.D. 58 Director of Company since January,
1998 and as a Director of
Mercantile since February, 1998. He
served as a Director of Citizens
National Bank and Trust Company,
Port Richey, Florida from 1989 to
January, 1998 when Citizens was
merged into Mercantile. Dr. Kamat
is a cardio-thoracic surgeon and
has had his own practice since
1986.
Ross E. Roeder 59 Director of the Company and the
Bank since 1995. Mr. Roeder is
Chairman and Chief Executive
Officer of M.D.R., Inc., an
international consulting group, a
position he has held since 1980,
and is also a Chairman of the Board
of Morgan Kaufman Publishers in San
Francisco, California. Mr. Roeder
also serves as a director of Smart
& Final Stores Corporation, Vernon,
California; a director of HTI
Technologies, Inc., St. Petersburg,
Florida; a director of Henry Lee,
Miami, Florida; a director of
Chicos FAS, Inc., Ft. Myers,
Florida; and a director of Port
Stockton Foods, Stockton,
California.
</TABLE>
The election of Directors will require the affirmative vote of a plurality
of shares voting in person or by proxy at the Annual Meeting. THE BOARD
RECOMMENDS THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE ABOVE LISTED NOMINEES
AS DIRECTORS.
--- --- --- ---
7
<PAGE> 10
ADDITIONAL INFORMATION CONCERNING DIRECTORS
DIRECTORS' FEES
The standard compensation for the Company's directors consists of an annual
retainer fee and a fee per meeting attended, which are set by the Board each
year. The Company's Directors were paid an annual retainer fee of $2,100 in 1997
for their services on the Company's Board. This fee was paid to the directors in
the form of 420 shares of Gulf West Common Stock. Directors of the Bank who are
otherwise employed by the Bank are not compensated for their services as
directors. Outside directors of the Bank, most of whom are also Directors of the
Company, were paid $500 per each Board meeting attended and $100 per each
committee meeting attended in 1997. Directors are entitled to reimbursement for
expenses incurred in attending Board and committee meetings, including travel,
food and lodging.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
The Board met, in person or by teleconference, 13 times during the last
fiscal year. Each incumbent Director, except P.N. Risser III, attended at least
75% of the Board meetings and Committee meetings of which they were a member.
The Company has an Executive Committee which in 1997 was comprised of
Messrs. Campbell, Galbraith, Harris, Ortiz, Risser and Roeder. Mr. Campbell
serves as Chairman. The Executive Committee, when the Board is not in session,
has the authority to act on behalf and exercise all powers of the Board except
as limited by any resolution of the Board or by the Company's Bylaws. The
Executive Committee may not declare dividends; amend the charter or bylaws;
recommend to stockholders a merger, consolidation or conversion; sell, lease or
otherwise dispose of all or substantially all of the property and assets of the
Company; dissolve the Company; or approve a transaction in which any member of
the Executive Committee has any material beneficial interest. The Executive
Committee also serves as the Company's Compensation/Stock Option Committee. The
function of this committee is to review and establish compensation and benefit
plans for executive officers of the Company and its subsidiaries and to review
and approve the award of stock options to officers and directors of the Company
and its subsidiaries. The company's Executive Committee met twice during 1997.
The Bank's Board of Directors met 12 times during 1997. The Bank presently
has four committees --an Executive Committee, an Audit Committee, an Investment
Committee, and a Director Loan Committee, which meet as necessary. Pursuant to
the Bank's Bylaws, the Board of Directors, by resolution adopted by a majority
of the full Board, shall designate members of the various committees of the
Board.
The Bank's Executive Committee in 1997 was comprised of Messrs. Campbell
(who served as Chairman), Ortiz, Harris, Risser and Roeder. The principal
function of the Executive Committee is to act on behalf and exercise all powers
of the Board of Directors of the Bank which may lawfully be delegated to it in
the management of the business and affairs of the Bank, when the Board of
Directors is not in session. The Executive Committee also serves as the Bank's
Compensation Committee. The function of this committee is to review and
establish compensation and benefit plans for executive officers of the Bank and
to recommend to the Company's Executive Committee the award of stock options to
Bank officers and directors. The Committee met twice during 1997.
The Audit Committee in 1997 was comprised of Messrs. Ortiz (who served as
Chairman), Risser and Roeder. This committee's principal function is to oversee
and direct the Bank's internal audit program and determine that adequate
internal audit controls and procedures are being maintained. The Audit Committee
met 3 times during 1997.
The Investment Committee in 1997 was comprised of Messrs. Koncius (who
served as Chairman), Campbell and Petagna. The Investment Committee's principal
function is to ensure adherence to investment policies, to recommend amendments
thereto and to advise management on investment strategies. This Committee met
once during 1997.
8
<PAGE> 11
The Director Loan Committee in 1997 was comprised of Messrs. Campbell (who
served as Chairman), Harris, Ortiz, Petagna and Roeder. Messrs. Koncius and
Risser served as alternate members. The principal function of the Director Loan
Committee is to ensure compliance with loan policies, to recommend any
amendments thereto, to approve or recommend action on designated credits above
any bank officer's lending authority, to exercise authority regarding loans and
to exercise, when the Board of Directors is not in session, all other powers of
the Board regarding loans that may be lawfully delegated to it. This committee
meets jointly with the Board of Directors at its regularly scheduled monthly
meetings and on-call as needed. Including such joint meetings, the Committee met
a total of 20 times in 1997.
EXECUTIVE COMPENSATION
The following table sets forth, for the years ended December 31, 1997,
December 31, 1996, and December 31, 1995, the cash compensation paid by the
Company, as well as other compensation paid or accrued for these years, as to
the Company's Chief Executive Officer and to each of the other executive
officers ("Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
----------------------------------------------------------------------------
All
Other Other
Name & Principal Salary Bonus Annual Compensation(2)
Position Year ($) ($) Compensation(1) ($)
---------------- ---- ------- ----- ------------- -------------
<S> <C> <C> <C> <C> <C>
Gordon W. Campbell 1997 145,000 -- 6,000 4,530
Chairman and President 1996 145,000 14,500 6,000 5,182
1995 145,000 -- 1,000 2,662
Barry K. Miller 1997 100,000 -- 6,000 3,180
Executive Vice President 1996 100,000 10,000 6,000 3,630
Secretary/Treasurer 1995 100,000 -- 1,000 1,841
</TABLE>
(1) An automobile allowance of $500 per month instituted in November, 1995.
(2) Represents Bank's match of officer's contribution to 401(k) plan.
STOCK OPTION PLAN
The Company has a stock option plan for the directors and employees of the
Company and the Bank. Under the plan, the Company's Board may award options
totaling up to 12% of the Company's total outstanding shares. The option price
is established by the Company's Board but shall not be less than the greater of
the fair market value of the stock as of the date the option is granted or the
par value of such shares. If the shares are not publicly traded, the book value
may be substituted for the fair market value. The period over which options may
be exercised and vesting periods are determined by the Board for each option
granted. Upon sale or change in control of the Company, all options become
immediately vested and exercisable. The following table sets forth information
with respect to the Named Officers concerning the exercise of options during
1997 and unexercised options held by the Named Officers at fiscal year end
pursuant to such Stock Option Plan and including any other Stock Option granted.
9
<PAGE> 12
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
Acquired on Value Options held at 12/31/97 At 12/31/97
Name Exercise (#) Realized(1) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Gordon W. Campbell 5,595 $14,926 110,530/0 312,698/0
Barry K. Miller -0- -0- 56,500/0 140,600/0
</TABLE>
(1) Market value of underlying common stock at exercise date, minus the exercise
price.
OPTION GRANTS IN LAST FISCAL YEAR AND LONG-TERM INCENTIVE PLANS
<TABLE>
<CAPTION>
Number of Percent Potential Realizable Value at
Securities of Total Assumed Annual Rates of
Underlying Options Stock Price Appreciation for
Options Granted to Exercise or Option Term(2)
Granted(#) Employees in Base Price Expiration --------------
Name (1) Fiscal Year ($/Share) Date 5% ($) 10% ($)
- ---- ---------- ------------ ----------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Gordon W. Campbell 8,500 12.69% $5.50 8/21/07 $29,410 $74,460
Barry K. Miller 4,000 5.98% $5.50 8/21/07 $13,840 $35,040
</TABLE>
(1) These options were vested immediately.
(2) The potential realizable value of grant of options, assuming that the market
price of common stock appreciates in value from the date of grant to the end of
the option term at either a 5% or a 10% annualized rate. The ultimate values of
the options will depend on the future market price of the common stock, which
cannot be forecast with reasonable accuracy. The actual value, if any, an
optionee will realize upon exercise of an option will depend on the excess of
the market value of the common stock over the exercise price on the date the
option is exercised.
There are no other long-term incentive programs for Messrs. Campbell or Miller.
SALARY CONTINUATION AGREEMENTS
The Bank has entered into agreements with five of its executive officers
whereby the Bank has agreed to make certain payments to the executives upon
their severance or retirement and to their designated beneficiaries in the event
of their deaths. The payments will be made to the officers or beneficiaries over
a period of fifteen years. The table below provides information relative to each
of the executives covered under this plan.
<TABLE>
<CAPTION>
ANNUAL BENEFIT RETIREMENT EFFECTIVE VESTING
OFFICER AT RETIREMENT DATE DATE PERIOD
------- -------------- ---------- --------- -------
<S> <C> <C> <C> <C>
Gordon W. Campbell....... $50,000 9/1/02 8/17/92 10 years
Barry K. Miller ........ $50,000 2/1/14 1/01/94 20 years
Robert A. Blakley ....... $50,000 2/1/14 1/01/94 20 years
John T. Sica............. $25,000 6/1/05 5/01/95 10 years
Douglas Winton........... $40,000 2/1/13 1/01/97 16 years
</TABLE>
The Bank has not committed to fund these agreements and the covered
executives or their beneficiaries shall be general creditors of the Bank in the
same manner as any other creditor having an unsecured claim against the Bank.
10
<PAGE> 13
The cost of providing these benefits is being accrued by the Bank over the
working lives of the executives. The benefits are self-funded because the plan
is self-funded. The Bank will have use of these assets for investment in the
Bank's loan and securities portfolio throughout the term. These accruals are
charged to employee benefit expense on the Bank's income statement. The table
below shows the amount which was or will be charged to expense by period
indicated.
<TABLE>
<CAPTION>
TIME EXPENSE AMOUNT
---- --------------
<S> <C>
1995 $ 66,000
1996 76,000
1997 96,000
1998 106,000
1999 115,000
2000 124,000
2001-2005 524,000
2006-2010 421,000
</TABLE>
STOCK PURCHASE PLAN
The Company maintains an Employee Stock Purchase Plan for the officers
and employees of the Company and its subsidiaries. Under the plan, officers and
employees are able to purchase up to 480 shares of the Company's Common Stock
each calendar year, with a minimum purchase of 24 shares per year. Stock
purchases must be paid for in cash or through payroll deduction during the year
of purchase. Elections to purchase stock must be made prior to January 15 of
each year. The purchase price is the greater of market value or book value as of
the close of business on December 31 of the year immediately prior to the year
of purchase ($5.12 per share for December 31, 1996). Any officer or employee who
can not complete the current year's purchase commitment will be barred from any
more purchases under the plan for the current year plus one full calendar year.
11
<PAGE> 14
KEY MAN LIFE INSURANCE
The Bank is the beneficiary of life insurance contracts purchased on
the lives of five of its executive officers. These policies are whole life
policies with the premiums paid either lump sum at inception or over a five year
period. The cash values of these policies are carried as an asset on the
Company's financial statements.
Information relative to these policies is shown below.
<TABLE>
<CAPTION>
CASH VALUE AT
INSURED PREMIUM FACE AMOUNT DECEMBER 31, 1997
------- ------- ----------- -----------------
<S> <C> <C> <C>
Robert A. Blakley............. $ 42,187(1) $ 771,235 $ 71,052
$100,000(2) $ 285,000 $113,356
Gordon W. Campbell............ $500,000(3) $ 900,000 $629,810
Barry K. Miller............... $ 58,014(1) $1,026,895 $97,124
John T. Sica.................. $200,000(4) $ 428,000 $225,365
Douglas Winton................ $305,000(5) $ 775,000 $312,988
</TABLE>
(1) Annual premium paid over five year period from 1993-1997. Insurer
is Phoenix Home Life Mutual Insurance Company.
(2) Lump sum premium paid in 1995. Insurer is West Coast Life
Insurance Company.
(3) Lump sum premium paid in 1992. Insurer is Alexander Hamilton
Life Insurance Company of America.
(4) Lump sum premium paid in 1995. Insurer is Chubb Life America.
(5) Lump sum premium paid in 1997. Insurer is The Mutual Group.
The life insurance policies on Mr. Blakley and Mr. Miller were placed
through the United States subsidiary of Confederation Life Insurance Company
("Confederation"), a Canadian mutual insurance company. In August 1994, the
Canadian parent was placed in liquidation by the Canadian courts and the U.S.
subsidiary was placed in rehabilitation by the Michigan Commissioner of
Insurance. While in rehabilitation, all payouts of accumulated cash values were
suspended until a course of action could be determined by the rehabilitators.
Until this matter was resolved, Mercantile discontinued making the annual
premium payments on the Increasing Whole Life Rider portion of the coverages
amounting to $52,740 for Mr. Miller and $38,352 for Mr. Blakley. The base policy
premiums were paid out of accumulated cash values. In addition, Mercantile
suspended the accrual of any earnings on these policies. Mercantile was informed
in March, 1997, that the liquidator of Confederation entered into an Assumption
Reinsurance Agreement (the "Reinsurance Agreement") with Phoenix Home Life
Mutual Insurance Company ("Phoenix"). The terms of the Reinsurance Agreement
provide for the assumption of certain individual policies, including
Mercantile's policies, on a paid-in-full basis. Closing of the transaction took
place on December 31, 1997. In January, 1998, Mercantile resumed the accrual of
earnings on these policies and increased the book value of these policies to the
cash values indicated by Phoenix.
Transactions with Management and Others
The Bank has entered into an employment contract with Gordon W. Campbell.
The contract is for a term of ten years ending August 25, 2002 at such
reasonable salary as the parties shall agree to from time to time. The contract
requires him to perform the duties associated with the position of Chairman and
President. Upon separation from the Bank for any reason other than cause, Mr.
Campbell shall be retained as a consultant for a salary of $60,000 per year for
the remaining term of the contract. In the event there is a "sale of the bank"
(as defined therein), the term of the contract may be reduced to the lesser of
five (5) years from the date of the reduction or the balance of the contract.
Additionally, pursuant to the contract, Mr. Campbell was granted options to
acquire Fifty-Two Thousand Five Hundred (52,500) shares of stock at the price of
Three Dollars and Four Cents ($3.04) per share, as adjusted for stock dividends
and stock splits, upon execution. For loan transactions with management, see
"--Indebtedness of Management."
12
<PAGE> 15
INDEBTEDNESS OF MANAGEMENT
From time to time the Bank will extend loans to its directors, executive
officers and their related entities, as well as to directors of the Company. All
such loans made in 1997, as well as in 1996 and 1995: (A) were made in the
ordinary course of business, (B) 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 (C) did not involve more than
the normal risk of collectability or present other unfavorable features.
Total loans outstanding to Mercantile's directors, executive officers, and
their related entities at December 31 1997 and December 31, 1996 and 1995 were
$1,105,000, $697,000 and $899,000 respectively.
REGISTRATION RIGHTS AGREEMENT
The Company has entered into a Registration Rights Agreement with Gordon W.
Campbell and John Wm. Galbraith. Under the Registration Rights Agreement, the
Company has agreed with Messrs. Campbell and Galbraith that if it files a
registration statement as to any of its securities with the SEC at any time
while either of them owns Gulf West stock, the Company will at its expense
register or qualify all or, at their option, any portion of the Gulf West stock
owned by them concurrently with the registration of Gulf West securities.
In addition, Messrs. Campbell and Galbraith have the right under the
Registration Rights Agreement (subject to certain exceptions) at any time to
direct the Company to prepare and file with the SEC, at Gulf West's expense, a
registration statement sufficient to permit the public offering and sale of Gulf
West stock owned by them through the facilities of all appropriate securities
exchanges and the over-the-counter market. The Company shall, however, only be
obligated to file one such registration statement at the direction of Messrs.
Campbell and Galbraith.
If the managing underwriter of any offering covered by a registration
statement described above advises Messrs. Campbell and Galbraith in writing that
marketing factors require a limitation of the number of shares to be
underwritten, Gulf West stock held by stockholders other than Messrs. Campbell
and Galbraith shall first be excluded from such registration on a pro rata basis
in proportion to ownership of Gulf West stock by such other holders of Gulf West
stock to the extent required by such limitation. Thereafter, Gulf West stock
held by Messrs. Campbell and Galbraith shall be excluded from such registration
on a pro rata basis in proportion to their ownership of Gulf West stock to the
extent required by such limitation.
The Registration Rights Agreement also contains provisions pursuant to
which (i) Gulf West agrees to indemnify Messrs. Campbell and Galbraith against
losses, costs, and expenses incurred by them as a result of any untrue statement
of a material fact contained in any registration statement, preliminary
prospectus, or final prospectus, or any amendment or supplement thereto,
relating to the sale of any of the Gulf West stock owned by them, or in any
application or other document or communication executed by or on behalf of the
Company or based upon written information furnished by or on behalf of Gulf West
filed in any jurisdiction in order to register or qualify Gulf West stock owned
by them under the securities or blue sky laws of any state or filed with the SEC
or any other securities commission, and (ii) Messrs. Campbell and Galbraith
agree to indemnify Gulf West, to the same extent as the foregoing indemnity by
the Company, and under the same circumstances, with respect to information
furnished by them. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of Gulf West pursuant to such provisions, or otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
13
<PAGE> 16
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a renew of forms 3, 4 or 5 and amendments thereto
furnished to the Company pursuant to Rule 16(a)-3(e) during its most recent
fiscal year, and any written representation received from the reporting persons
as to any such Forms not being required, the Company believes that all
directors, officers or beneficial owners of more than 10 percent of the
Company's stock have filed, on a timely basis, any such reports required to be
filed with the Securities and Exchange Commission.
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General. The Company has no Compensation Committee, but the Executive
Committee of the Company acts as the Compensation/Stock Option Committee and in
this capacity reviews and approves executive compensation of the Company and its
subsidiaries' executive officers. In 1997, Messrs. Campbell (who served as
Chairman), Galbraith, Harris, Ortiz, Risser and Roeder served on this Committee.
The current executive compensation program consists of base salary, annual
performance incentives, and long-term incentive opportunity in the form of stock
options. Base salaries are comparable with those of similar asset-sized banking
companies in Florida. The Committee believes this policy allows the Company to
attract and retain high quality personnel, while at the same time maximizing
Company performance. Long-term incentive is based on stock performance through
stock options. The Committee's position is that stock ownership by management is
beneficial in aligning management's and stockholder's interests to enhance
stockholder value.
Currently, the executive officers of the Company are not compensated for
their services and are only compensated for their services as officers of the
Bank through the salaries established by the Executive Committee of the Bank.
Due to recent changes in tax laws, certain non-performance-based compensation to
executives of public companies in excess of $1,000,000 is no longer deductible
for tax purposes. It is the responsibility of the Committee to determine whether
any actions with respect to this new compensation limit should be taken by the
Company. During 1997, no executive officers of the Company received any
compensation in excess of this limit nor is it anticipated that any executive
officer will receive any such compensation during 1998. Therefore, the Committee
has not taken any action to date to comply with this new limit. The Committee
will continue to monitor this situation and will take appropriate action if same
is warranted in the future.
Base Salary. In setting the 1997 base salary for the Chief Executive
Officer, the Committee reviewed the Bank's overall financial performance during
the 1996 fiscal year, considering in particular, return on equity, net income,
earnings per share, asset quality and growth in assets compared to comparable
community banks, as well as the Chief Executive Officer's individual performance
and direct contribution to the Bank's performance during the 1996 fiscal year.
While the Bank made considerable progress during 1996 in meeting its goals in
most areas, net income, return on equity and earnings per share were well below
peer group performance due in large part to the $470,000 Special Assessment paid
to the Federal Deposit Insurance Corporation to replenish the Savings
Association Insurance Fund. The Committee determined that the Chief Executive
Officer's salary for 1997 should remain unchanged from the 1996 level of
$145,000. The 1997 base salary levels for the remaining Named Officers were
based on similar criteria and considerations as well as the recommendations of
the Chief Executive Officer to the Committee, and such officers' salaries were
also left unchanged.
Long-term Incentives. Directors, officers and employees of the Company and
its subsidiaries are eligible to participate in the Company's Stock Option Plan.
The Stock Option Plan is designed to assist the Company in securing and
retaining quality employees by allowing them to participate in the ownership and
financial success of the Company. The granting of stock options gives those
employees receiving the grants significant
14
<PAGE> 17
additional incentives to work for the long term success of the Company. The
Committee determines the number of option grants made to specific individuals by
evaluating their relative degree of influence over the results of the operations
of the Company. There is no specific formula that the Committee uses in
determining the individuals who will be awarded option grants or the timing,
vesting and amounts of such grants.
COMPENSATION COMMITTEE
Gordon W. Campbell
John Wm. Galbraith
Thomas M. Harris
Louis P. Ortiz
P.N. Risser, III
Ross E. Roeder
OTHER MATTERS
The Board of Directors of the Company knows of no other matters that may
come before the meeting. However, if any other matters should properly come
before the meeting or any adjournment thereof, it is the intention of the
persons named in the proxy to vote the proxy in accordance with their best
judgement.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Hacker, Johnson, Cohen & Grieb, P.A. served as the Company's
independent public accountants for the fiscal year ended December 31, 1997. The
Board of Directors has re-appointed Hacker, Johnson, Cohen & Grieb, P.A. to act
as the public accountants for the fiscal year ending December 31, 1998. A
representative of Hacker, Johnson, Cohen & Grieb, P.A. is expected to be present
at the Annual Meeting of Stockholders and will have the opportunity to make a
statement, if his firm so elects, and to respond to appropriate questions from
stockholders.
STOCKHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Proposals for stockholder action which eligible stockholders wish to have
included in the Company's proxy materials to be mailed to stockholders in
connection with the Company's 1998 Annual Meeting must be received by the
Company at its corporate headquarters on or before December 31, 1998.
LISTING OF STOCKHOLDERS
A complete list of the stockholders entitled to vote at the Annual Meeting
of the Stockholders, to be held on April 16, 1998, will be available for
inspection during normal business hours at the Company's headquarters for a
period of at least ten days prior to the Annual Meeting, upon written request to
the Company by a stockholder, and at all times during the Annual Meeting at the
place of the meeting.
15
<PAGE> 18
PROXY SOLICITATION EXPENSES
The cost of this proxy solicitation, including the reasonable expenses of
brokerage firms or other nominees for forwarding proxy materials to the
beneficial owners, will be borne exclusively by the Company. In addition to
solicitation by mail, proxies may be solicited by telephone, telecopy or
personally. Proxies may be solicited by Directors, executive officers and other
employees of the Company without additional compensation.
ANNUAL REPORT
The copy of the Company's Annual Report for the year ended December 31,
1997 is being mailed with this Proxy Statement but is not to be considered a
part hereof.
REQUESTS FOR ADDITIONAL INFORMATION
A copy of the Company's annual report on Form 10-K for the year ended
December 31, 1997, including the financial statements and schedules thereto but
excluding the exhibits, may be obtained without charge by any stockholder whose
proxy is solicited hereby upon written request to:
Barry K. Miller
Secretary
Gulf West Banks, Inc.
425 22nd Avenue North
St. Petersburg, Florida 33704
--- --- --- ---
By order of the Board of Directors,
/s/ G.W. Campbell
Gordon Campbell
Chairman of the Board, and President
St. Petersburg, Florida
-----------------------
16
<PAGE> 19
APPENDIX
GULF WEST BANKS, INC.
425 22ND AVENUE NORTH
ST. PETERSBURG, FLORIDA 33704
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 16, 1998
The undersigned hereby appoints Gordon W. Campbell and John Wm. Galbraith or any
of them acting in the absence of the other, with power of substitution, my true
and lawful attorney or attorneys, for me and in my name and stead to vote as
proxy or proxies upon all shares of stock of GULF WEST BANKS, INC. entitled to
vote, owned by me or standing in my name on the books of the Company, at the
close of business on February 28, 1998, at the Annual Meeting of the
Shareholders of GULF WEST BANKS, INC. to be held at Feather Sound Country Club
located at 2201 Feather Sound Drive, St. Petersburg, Florida, on the 16th day of
April, 1998 at 5:00 p.m. in the afternoon of that day, or any adjournment
thereof, for the following purposes:
1. To elect as Directors for the terms indicated.
<TABLE>
<S> <C> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for
(except as written to the contrary below) nominees listed below
Henry W. Hanff, MD Thomas M. Harris Ross E. Roeder Pandurang V. Kamat, MD
(3 years) (3 years (3 years) (2 years)
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
-----------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Continued on Reverse Side)
<PAGE> 20
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR"
ITEMS 1 AND 2.
PLEASE SIGN EXACTLY AS NAME APPEARS ON STOCK CERTIFICATE.
If shares are jointly held, all joint
owners should sign. When signing as
executor, administrator, attorney,
trustee or guardian, please give full
title as such. If corporation, please
sign in full corporate name by
authorized officer. If partnership,
please sign in partnership name by
authorized officer.
Dated:
---------------------------------
---------------------------------------
Signature
---------------------------------------
Signature if Held Jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE
