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 [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
GULF WEST BANKS, INC.
(Name of Registrant as Specified in Its Charter)
GULF WEST BANKS, INC.
(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 the 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):
[ ] 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>
GULF WEST 425 22nd Avenue North
BANKS, INC. St. Petersburg, Florida 33704
(727) 894-5696
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 20, 2000
Notice is hereby given that the Annual Meeting of the Stockholders of
GULF WEST BANKS, INC. (the "Company") will be held at the Palladium Theater,
253-5th Avenue North, St. Petersburg, Florida, on April 20, 2000, at 5:00p.m.
Eastern Daylight Time, for the following purposes:
1. To elect three 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 consider and vote upon amendments to the Company's 1995
Nonstatutory Stock Option Plan.
3. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on February 29,
2000, are entitled to notice of and to vote at said meeting or at any
adjournments thereof.
By Order of the Board of Directors,
/s/ GORDON W. CAMPBELL
-----------------------------------
Gordon W. Campbell
Chairman of the Board
and President
March 23, 2000
================================================================================
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>
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 April 20, 2000 at the Palladium Theater
located at 253-5th Avenue North, 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, 1999, are first being sent or given to
stockholders on or about March 23, 2000.
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 and FOR the amendments to
the 1995 Nonstatutory Stock Option Plan as described in PROPOSAL 2. 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 29, 2000
are entitled to notice of, and to vote at, the Annual Meeting. As of February
29, 2000 there were 7,034,134 shares of Common Stock outstanding, each of which
is entitled to one vote. An additional 24,636 shares 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.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of February 29, 2000, the record date,
the beneficial ownership of Gulf West's outstanding Common Stock by (i) each
person known by the Company to own beneficially more than 5% of the shares of
the Company's Common Stock (ii) 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"), and (iii)
all Named 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. Unless otherwise indicated, all shares are held with
sole voting and investment power.
SHARES
NAME AND ADDRESS OF BENEFICIAL BENEFICIALLY PERCENT
OWNER OWNED(1) OF CLASS(2)
- ------------------------------- ------------- -----------
5% BENEFICIAL OWNERS:
Northern Trust Corporation 907,466(3) 12.13
of Florida, NA
700 Brickell Avenue
Miami, FL 33131
Gordon W. Campbell 844,291(4) 11.29
2000 Bayview Drive
Tierra Verde, Florida 33715
Robert A. Blakley 73,651(15) *
Austin L. Fillmon 64,257(10) *
Henry W. Hanff, M.D. 338,079(5) 4.52
Thomas M. Harris 111,320(6) 1.49
Pandurang V. Kamat, M.D. 338,222(7) 4.52
Algis Koncius 192,469(12) 2.57
Barry K. Miller 99,718(16) 1.33
Van L. McNeel 21,351(11) *
Louis P. Ortiz, CPA 94,269(13) 1.26
John Cooper Petagna 43,119(8) *
P.N. Risser, III 248,109(14) 3.32
Ross E. Roeder 71,446(9) *
Douglas Winton 53,833(17) *
All Directors and Named Officers as 2,592,900(18) 34.68
a group (14 persons)
- -------------------
* 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) Based on a Schedule 13G filing with the Securities and Exchange Commission
dated July 8, 1998. Includes 906,501, shares held as trustee for the benefit
of John Wm. Galbraith. Mr. Galbraith also owns an additional 10,586 shares
outside the trust and his spouse owns 120,062 shares.
2
<PAGE>
(4) Consists of 125,984 shares which Mr. Campbell has the right to acquire
under presently exercisable outstanding stock options, 155,952 shares held
in a Revocable Trust, 41,970 shares held personally, and 508,200 shares
held in a limited family partnership in which Mr. Campbell is general
partner and 12,185 shares owned by his spouse.
(5) Includes 10,552 shares which Dr. Hanff has the right to acquire under
presently exercisable outstanding stock options, 280,119 shares held in a
limited family partnership, 41,206 shares held by a profit sharing trust of
his business , 5,145 shares held by his business and 1,057 shares held in
his name.
(6) Includes 20,398 shares which Mr. Harris has the right to acquire under
presently exercisable outstanding stock options, 3,600 shares owned jointly
with his spouse, and 1,590 shares held only in his spouse's name and as to
which Mr. Harris disclaims beneficial ownership.
(7) Includes 10,552 shares which Dr. Kamat has the right to acquire under
presently exercisable outstanding stock options, 32,043 shares held jointly
with his spouse, and 156,118 shares held by his spouse as guardian for
their children.
(8) Includes 4,200 shares which Mr. Petagna has the right to acquire under
presently exercisable outstanding stock options and 38,919 shares Mr.
Petagna owns jointly with his spouse.
(9) Includes 20,398 shares which Mr. Roeder has the right to acquire under
presently exercisable outstanding stock options, 44,538 held personally and
6,510 shares owned by his company pension plan.
(10) Includes 8,011 shares which Mr. Fillmon has the right to acquire under
presently exercisable outstanding stock options, 20,540 shares owned
jointly by Mr. Fillmon and his spouse and 22,629 shares held by his wife.
(11) Includes 8,011 shares which Mr. McNeel has the right to acquire under
presently exercisable outstanding stock options,
(12) Includes 8,774 shares owned by his spouse and 231 shares owned by his
children.
(13) Consists of 20,398 shares which Mr. Ortiz has the right to acquire under
presently exercisable outstanding stock options, and 73,871 shares in the
name of his partnership.
(14) Includes 20,398 shares which Mr. Risser has the right to acquire under
presently exercisable outstanding stock options, 51,874 shares held through
his company retirement plan and 20,833 shares held as trustee.
(15) Includes 66,887 shares which Mr. Blakley has the right to acquire under
presently exercisable outstanding stock options and 1,703 shares held by
his spouse.
(16) Includes 73,558 shares which Mr. Miller has the right to acquire under
presently exercisable outstanding stock options and 20,618 shares held
jointly with his spouse and 2,088 held by his spouse.
(17) Includes 51,543 shares which Mr. Winton has the right to acquire under
presently exercisable outstanding stock options.
(18) Includes 445,090 shares the named officers and directors have the right to
acquire under agreements and presently exercisable stock options.
3
<PAGE>
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 51 Executive Vice President/COO NA/1999 NA/2003
President
Gordon W. Campbell 67 Chairman/President Chairman/CEO 1994/1990 2000/2003
Austin L. Fillmon 71 NA Director NA/1998 NA/2002
Henry W. Hanff, 57 Director Director 1998/1998 2001/2001
M.D.
Thomas M. Harris 66 Director Director 1994/1986 2001/2001
Pandurang V. Kamat, 60 Director Director 1998/1998 2000/2003
M.D.
Algis Koncius 55 Director Director 1994/1989 2002/2002
Barry K. Miller 51 Executive Vice Senior Executive Vice NA/1999 NA/2002
President/Secretary President/ Secretary/Treasurer
Van L. McNeel 74 NA Director NA/1998 NA/2001
Louis P. Ortiz, CPA 55 Director Director 1994/1986 2002/2002
John C. Petagna, Jr. 50 Director Director 1994/1994 2000/2003
P. N. Risser, III 58 Director Director 1994/1986 2002/2002
Ross E. Roeder 62 Director Director 1995/1995 2001/2001
Douglas Winton 52 Executive Vice Senior Executive Vice NA/1999 NA/2001
President President
</TABLE>
4
<PAGE>
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 CEO of Mercantile since 1990. He currently
serves as Chairman of FT Institutional Trust Company, Vice Chairman of Templeton
Funds Annuity Company and as a Director of Opus South Corporation. 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.
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, Tampa, 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 is the President,
Managing Partner and a Director of the public accounting firm of Garcia & Ortiz,
P.A. located in St. Petersburg, Florida. He has been with that firm 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.
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.
5
<PAGE>
ROSS E. ROEDER joined the Board of Gulf West and Mercantile in 1995. Mr.
Roeder is Chairman and CEO of Smart & Final Stores Corporation, Vernon,
California. He is also a director of Henry Lee, Miami, Florida; Chicos FAS,
Inc., Ft. Myers, Florida; and Port Stockton Foods, Stockton, California. Mr.
Roeder is also Chairman and CEO of M.D.R., Inc., an international consulting
group. He was Chairman of Morgan Kaufman Publishers, San Francisco, California
from 1984 through 1998.
BARRY K. MILLER serves as Senior 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 Executive Vice President and
Corporate Secretary of Gulf West. He has over 25 years of banking experience.
ROBERT A. BLAKLEY serves as President and COO of Mercantile and Executive
Vice President of Gulf West. Prior to his election to the position of President
of Mercantile in 1999 Mr. Blakley was Senior Executive Vice President in charge
of 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.
DOUGLAS WINTON serves as Executive Vice President of Gulf West and as
Senior Executive Vice President of Mercantile with responsibility for strategic
planning, marketing, and business development. He is also Chairman of Mercantile
Bank Leasing, Inc. 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>
PROPOSAL 1
ELECTION OF DIRECTORS
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 three. Accordingly, the Board of Directors proposes the
election of three Directors, each to hold office until the Annual Meeting of
Stockholders to be held in the year 2003 or until a successor has been elected
and qualified. 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>
Gordon W. Campbell 67 Director, Chairman of the Board and President of Company since
its inception and has served as Chairman of the Board
and CEO of Mercantile since 1990. He currently serves as
Chairman of FT Institutional Funds Trust Company, Vice
Chairman of Templeton Funds Annuity Company and as a
Director of Opus South Corporation. 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.
Pandurang V. Kamat, M.D. 60 Director of the Company since 1998 and Director of the
Bank since 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.
John C. Petagna, Jr. 50 Director of Company since its inception in 1994 and a
Director of Mercantile since 1994. He has been the President
of American Municipal Securities, Inc., an investment
brokerage firm with headquarters in St. Petersburg, Florida,
since 1980.
</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. 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. THE BOARD RECOMMENDS THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF THE ABOVE LISTED NOMINEES AS DIRECTORS.
7
<PAGE>
PROPOSAL 2
APPROVAL OF
AMENDMENTS TO 1995 NONSTATUTORY STOCK OPTION PLAN
At its January 14,2000 meeting, the Company's Board of Directors , subject
to shareholder approval, unanimously voted to amend sections 6(g) and 6(j) of
the Company's 1995 Nonstatutory Stock Option Plan (the "Plan") as discussed
below.
The Board proposes to delete in its entirety Section 6(g) of the Plan which
currently reads as follows:
TRANSFERABILITY OF SHARES ACQUIRED BY OPTION. A SHAREHOLDER
SHALL NOT GIVE, ASSIGN, SELL, TRANSFER, ENCUMBER OF OTHERWISE
DISPOSE OF ALL OR ANY PART OF HIS SHARES ACQUIRED PURSUANT TO THIS
PLAN UNLESS HE SHALL FIRST HAVE PRESENTED TO GULF WEST BANKS, INC.
("GWB") A COMPLETELY EXECUTED AGREEMENT WITH A BONA FIDE PURCHASER
PURSUANT TO WHICH THE SHARES WOULD BE SOLD. GWB SHALL BE ENTITLED TO
ELECT TO BECOME THE PURCHASER OF THE SHARES UNDER SUCH AGREEMENT. IF
GWB ELECTS TO PURCHASE THE SAME, IT MAY DO SO BY SENDING NOTICE
THEREOF TO THE SELLING SHAREHOLDER AT THE ADDRESS FOR THAT
SHAREHOLDER SHOWN ON THE RECORDS OF THE CORPORATION, SUCH NOTICE TO
BE SENT ON OR BEFORE THE 30TH DAY FOLLOWING THE DAY ON WHICH GWB
RECEIVED THE SALES AGREEMENT. IN THE EVENT THAT GWB SHALL ELECT TO
BECOME THE PURCHASER, THEN IT SHALL EFFECT THE PURCHASE IN EXACT
ACCORDANCE WITH THE PURCHASE AND SALE AGREEMENT, SAID PURCHASE TO BE
COMPLETED AT THE MAIN OFFICE OF GWB ON OR BEFORE THE 40TH DAY
FOLLOWING GWB'S RECEIPT OF THE AGREEMENT. IN THE EVENT GWB SHALL NOT
ELECT TO PURCHASE THE SHARES AS HEREIN PROVIDED, THEN THE SELLING
SHAREHOLDER SHALL BE ENTITLED TO COMPLETE THE SALE PROVIDED THAT
SUCH SALE SHALL BE COMPLETED IN EXACT ACCORDANCE WITH THE PURCHASE
AND SALE AGREEMENT PRESENTED TO GWB. IN THE EVENT THAT THERE SHALL
BE ANY MODIFICATION TO THE AGREEMENT, THE AGREEMENT AS MODIFIED
SHALL BE PRESENTED TO GWB AND GWB SHALL ONCE AGAIN HAVE AN OPTION TO
PURCHASE THE SHARES. FOR PURPOSES HEREOF, THE SHARES WHICH HAVE BEEN
ACQUIRED BY ANY SHAREHOLDER PURSUANT TO THIS PLAN SHALL BE DEEMED TO
INCLUDE ALL ADDITIONAL SHARES RECEIVED BY SUCH SHAREHOLDER PURSUANT
TO ANY STOCK SPLIT, STOCK DIVIDEND OR SIMILAR RECAPITALIZATION OF
GWB. THE SECRETARY OF GWB SHALL PLACE THE FOLLOWING LEGEND ON THE
FACE OF EACH STOCK CERTIFICATE ACQUIRED BY ANY SHAREHOLDER PURSUANT
TO THIS PLAN:
"THE TRANSFER OF THE SHARES REPRESENTED BY THE
WITHIN CERTIFICATE IS RESTRICTED UNDER THE TERMS OF THE
1995 NONSTATUTORY STOCK OPTION PLAN OF GULF WEST BANKS,
INC. ("GWB"), AS AMENDED, A COPY OF WHICH IS ON FILE AT
THE OFFICE OF GWB AND AVAILABLE FOR INSPECTION DURING
REGULAR BUSINESS HOURS."
This section was incorporated in the Plan prior to the time the Company's stock
was listed and traded on the NASDAQ National Market System . Due to the
settlement requirements of NASDAQ, compliance with the provisions of this
section is not possible for transactions placed through a broker.
Section 6(j) of the Plan currently reads as follows :
INCOME TAX WITHHOLDING. AT THE TIME OPTIONS GRANTED
PURSUANT TO THIS PLAN ARE EXERCISED, THE COMMITTEE IS RESPONSIBLE
FOR CAUSING GWB TO PROPERLY WITHHOLD INCOME TAXES UPON THE AMOUNTS
TRANSFERRED.
The Board proposes to amend this section by adding the following language :
PARTICIPANTS MAY SATISFY WITHHOLDING TAX OBLIGATIONS BY
ELECTING TO HAVE GWB WITHHOLD FROM THE SHARES TO BE ISSUED UPON
EXERCISE OF AN OPTION THAT NUMBER OF
8
<PAGE>
SHARES HAVING A FAIR MARKET VALUE EQUAL TO THE MINIMUM AMOUNT
REQUIRED TO BE WITHHELD. THE FAIR MARKET VALUE OF THE SHARES TO BE
WITHHELD SHALL BE DETERMINED ON THE DATE THAT THE AMOUNT OF TAX TO
BE WITHHELD IS TO BE DETERMINED. ALL ELECTIONS BY A PARTICIPANT TO
HAVE SHARES WITHHELD FOR THIS PURPOSE SHALL BE MADE IN SUCH FORM AND
UNDER SUCH CONDITIONS AS THE COMMITTEE MAY DEEM NECESSARY OR
ADVISABLE.
Allowing a Plan participant the ability to satisfy tax withholding obligations
through the retention by the Company of shares to be issued upon the exercise of
an option provides an alternative to a participant who otherwise might have been
forced to sell shares in the market to raise the cash to pay taxes. This would
also benefit shareholders by reducing the number of issued and outstanding
shares.
Approval of these amendments will require the affirmative vote of a plurality of
shares voting in person or by proxy at the Annual Meeting. 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. THE BOARD OF DIRECTORS RECOMMENDS THE APPROVAL OF THE PROPOSED
AMENDMENTS TO THE COMPANY'S 1995 NONSTATUTORY STOCK OPTION PLAN AND URGES EACH
SHAREHOLDER TO VOTE "FOR" THE AMENDMENTS.
9
<PAGE>
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 $5,000 in
1999 for their services on the Company's Board. The Company's Directors were
also paid $500 per each Board meeting attended and $250 per each committee
meeting attended on other than Board meeting days. 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 $1,000 per each Board meeting attended and $250 per each
committee meeting attended on other than Board meeting days .
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
The Board met, in person or by teleconference, nine times during the
last fiscal year. Each incumbent Director 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 1999 was comprised
of Messrs. Campbell, Kamat, Koncius, Ortiz 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 Company's
Executive Committee met once during 1999.
The Company has a Compensation and 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. For 1999 the Committee members were Messrs. Roeder, who
served as Chairman, Hanff, Harris and Petagna. This Committee met once in 1999.
The Company's Audit Committee in 1999 was comprised of Messrs. Ortiz
(who served as Chairman), Kamat and Petagna. This committee's principal function
is to oversee and direct the Company's internal audit program and determine that
adequate internal audit controls and procedures are being maintained. The Audit
Committee met five times during 1999.
The Bank's Board of Directors met four times during 1999. 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 1999 was comprised of Messrs.
Campbell (who served as Chairman), Kamat, Koncius, Ortiz 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 Committee met eight times during 1999.
The Bank's Audit Committee in 1999 was comprised of Messrs. Ortiz
(who served as Chairman), Kamat, Fillmon and Petagna. 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 five times during 1999.
10
<PAGE>
The Bank's Investment Committee in 1999 was comprised of Messrs.
Koncius (who served as Chairman), Campbell, Petagna, Hanff , Miller and Carol L.
Kinnard, Senior Vice President of the Bank. 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
three times during 1999.
The Bank's Director Loan Committee in 1999 was comprised of Messrs.
Campbell (who served as Chairman), Fillmon, Harris, Ortiz, and Petagna. The
remaining directors serve 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 twenty times in 1999.
EXECUTIVE COMPENSATION
The following table sets forth, for the years ended December 31,
1999, December 31, 1998, and December 31, 1997, the cash compensation paid by
the Company, as well as other compensation paid or accrued for these years, as
to the (i) Company's Chief Executive Officer and (ii) to each of the other
executive officers whose total salary and bonus for the year exceeded $100,000
("Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------------------------------------------------
ALL
OTHER OTHER
NAME & PRINCIPAL SALARY BONUS ANNUAL COMPENSATION(2)
POSITION YEAR ($) ($) COMPENSATION(1) ($)
---------- ---- ---------- --------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Gordon W. Campbell 1999 250,000 -- 6,000 7,673
Chairman and CEO 1998 200,000 -- 6,000 6,180
1997 145,000 -- 6,000 4,530
Robert A. Blakley 1999 128,333 -- 6,000 4,030
President and COO 1998 104,000 2,7003 6,000 3,300
1997 84,000 -- 6,000 2,700
Barry K. Miller 1999 140,000 -- 6,000 4,380
Sr. Executive Vice President 1998 115,000 3,1803 6,000 3,630
Secretary/Treasurer 1997 100,000 -- 6,000 3,180
Douglas Winton 1999 128,333 -- 6,000 4,030
Sr. Executive Vice President 1998 100,000 2,5803 6,000 3,180
1997 80,000 -- 6,000 2,580
</TABLE>
1 An automobile allowance of $500 per month.
2 Represents Bank's match of officer's contribution to 401(k) plan.
3 For 1997 calendar year paid in 1998
11
<PAGE>
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
1999 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.
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 12/31/99 AT 12/31/99
NAME EXERCISE (#) REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- ---- ------------ -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Gordon W. Campbell 0 $0 125,984/0 420,975/0
Robert A. Blakley 0 0 60,535/19,057 257,107/74,418
Barry K. Miller 6,670 37,165 67,206/19,057 305,868/74,418
Douglas Winton 5,250 27,300 43,961/30,180 130,886/92,959
</TABLE>
(1) Market value of underlying common stock at exercise date, minus the exercise
price.
OPTION GRANTS IN LAST FISCAL YEAR AND LONG-TERM INCENTIVE PLANS
<TABLE>
<CAPTION>
NUMBER OF PERCENT POTENTIAL REALIZABLE VALUE AT
SECURITIES OF TOTAL ASSUMED ANNUAL RATES OF
UNDERLYING OPTIONS STOCK PRICE APPRECIATION FOR
OPTIONS GRANTED TO EXERCISE OR OPTION TERM(2)
GRANTED(#) EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------
NAME (1) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- ---- --------- ------------- ----------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Gordon W. Campbell 26,250 12.79% $7.970 4/15/09 $ 131,675 $333,690
Robert A. Blakley 15,750 7.67% $7.970 4/15/09 $ 79,005 $200,213
Barry K. Miller 15,750 7.67% $7.970 4/15/09 $ 79,005 $200,213
Douglas Winton 15,750 7.67% $7.970 4/15/09 $ 79,005 $200,213
</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 the Named Officers.
12
<PAGE>
SALARY CONTINUATION AGREEMENTS
The Bank has entered into agreements with five of its 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............. $35,000 6/1/05 5/01/95 10 years
Douglas Winton........... $50,000 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.
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.
TIME EXPENSE AMOUNT
---- --------------
1997 96,000
1998 111,000
1999 135,000
2000 140,000
2001-2005 607,000
2006-2010 458,000
STOCK PURCHASE PLAN
The Company maintains an Employee Stock Purchase Plan for the officers
and employees of the Company and its subsidiaries. Under that plan, officers and
employees who do not own 5% or more of the Company's outstanding shares are able
to purchase up to 1,000 shares of the Company's Common Stock each calendar year
subject also to a maximum dollar amount purchased in any one year of $25,000.
Stock purchases are paid for in cash or through payroll deduction during the
year of purchase. Elections to purchase stock must be made prior to January 1 of
each year. The purchase price is the lesser of 85% of the closing price of the
stock as reported by NASDAQ on either the first day of the year or the last day
of the year. For 1999 the purchase price was $7.29 per share and 21,345 shares
were purchased by officers and employees.These shares were issued in early 2000.
13
<PAGE>
KEY MAN LIFE INSURANCE
The Bank is the beneficiary of life insurance contracts purchased on
the lives of five of its 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.
CASH VALUE AT
INSURED FACE AMOUNT DECEMBER 31,1999
------- ----------- ----------------
Robert A. Blakley........... $ 771,235(1) $ 269,633
Gordon W. Campbell.......... $ 900,000(3) $ 685,169
Barry K. Miller............. $1,026,895(1) $ 196,916
John T. Sica................ $ 728,000(2)(4) $ 400,917
Douglas Winton.............. $ 985,000(5)(6) $ 428,645
(1) Insurer is Phoenix Home Life Mutual Insurance Company.
(2) Insurer is West Coast Life Insurance Company.
(3) Insurer is Alexander Hamilton Life Insurance Company of America.
(4) Insurer is Chubb Life America.
(5) Insurer is Clarica Life Insurance Company - U.S.
(6) Insurer is Great-West Life & Annuity Insurance Company
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 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 66,701 shares of stock at the price of $2.40 per share, as adjusted for
stock dividends and stock splits, upon execution. These options were exercised
by Mr. Campbell in 1998. For loan transactions with management, see
"--Indebtedness of Management."
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 1999, as well as in 1998 and 1997: (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 Company and Mercantile's directors, executive
officers, and their related entities at December 31 1999 and December 31, 1998
and 1997 were $3,452,000, $2,041,000 and $1,105,000 respectively.
14
<PAGE>
REGISTRATION RIGHTS AGREEMENT
In November 1994, the Company entered into a Registration Rights Agreement
with Gordon W. Campbell and John Wm. Galbraith. Under the Registration Rights
Agreement, the Company agreed with Messrs. Campbell and Galbraith that if it
filed a registration statement as to any of its securities with the SEC at any
time while either of them owned Gulf West stock, the Company would 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 had 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 was, however, only
obligated to file one such registration statement at the direction of Messrs.
Campbell and Galbraith.
In February, 1999, Messrs. Campbell and Galbraith directed the Company to
register with the SEC the offer and sale of the unregistered shares beneficially
owned by them. These shares totalled 699,757 shares for Mr. Campbell and 917,087
shares owned by Mr. Galbraith (both share totals adjusted for the 5% stock
dividend paid November 15, 1999). Accordingly, the Company prepared and filed an
S-3 registration statement that was declared effective by the SEC on May 13,
1999. This registration also covered 544,172 shares (adjusted for 5% stock
dividend) owned by certain Directors and Officers of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review 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 of
directors, officers or beneficial owners of more than 10 percent of the
Company's stock filed, on a timely basis, certain reports required to be filed
with the Securities and Exchange Commission except as follows. Gordon W.
Campbell filed a late Form 4 covering three transactions for the month of May,
1999. John T. Sica filed a late Form 4 covering one transaction for the month of
July,1999. Douglas Winton filed a late Form 5 covering stock options granted to
him in 1998.
15
<PAGE>
EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL. The Compensation Committee of the Company reviews and approves
executive compensation of the Company and its subsidiaries' executive officers.
The Commitee that reviewed executive compensation for 1999 was comprised of
Messrs. Roeder (who served as Chairman), Hanff, Harris and Petagna.
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,
publicly traded banking companies. 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 1999, 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 2000. Therefore, the Committee
has not taken any action to date to comply with this 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 1999 base salary for the Chief Executive
Officer, the Committee reviewed the Bank's overall financial performance during
1998, considering in particular, return on equity, net income, earnings per
share, asset quality and growth in assets compared to 1997 performance as well
to the performance of comparable community banks. The Committee also took into
consideration the Chief Executive Officer's individual performance and direct
contribution to the Bank's performance during 1998 in addition to market levels
of compensation for this position. The Bank made significant progress during
1998 in achieving its goals for all of the measures of performance reviewed by
the Committee. The Committee determined that the Chief Executive Officer's
salary for 1999 should be increased to $250,000 for 1999. The 1999 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 increased.
ANNUAL BONUS. The Company's executive officers are eligible for an annual
cash bonus under the Company's Incentive Bonus Program. The Bonus Program
provides for the payment of cash incentive awards to the eligible executives
pursuant to a formula based on the Company's annual return on average
shareholder equity.
16
<PAGE>
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 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.
The Company granted 205,300 stock options to directors, officers and
employees in 1999 at various exercise prices, with some options vested
immediately and some vested over four years and all options expiring ten years
from the grant.
COMPENSATION COMMITTEE
Ross E. Roeder
Henry W. Hanff, M.D.
Thomas M. Harris
John C. Petagna, Jr.
17
<PAGE>
STOCK PERFORMANCE
The The following graph presents a comparison of the cumulative total
shareholder return on the Company's common stock with the cumulative total
return of the Russell 2000 Index and the Nasdaq Bank Index since December 31,
1997. (The Company's stock started trading on the Nasdaq National Market System
on March 25, 1998.) The graph assumes that $100 was invested on December 31,
1997 in the Company's common stock, Russell 2000 Index and the Nasdaq Bank
Index.
[GRAPHIC OMITTED]
GULF WEST BANKS, INC. 100 181.53 182.68
NASDAQ BANK INDEX 100 88.23 81.19
RUSSELL 2000 INDEX 100 96.55 115.5
18
<PAGE>
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, 1999. 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, 2000. 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 2001 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 2001 Annual Meeting must be received by the
Company at its corporate headquarters on or before December 31, 2000.
LISTING OF STOCKHOLDERS
A complete list of the stockholders entitled to vote at the Annual Meeting
of the Stockholders, to be held on April 20, 2000, 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.
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.
19
<PAGE>
ANNUAL REPORT
The Company's Annual Report for the year ended December 31, 1999 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, 1999, 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/ GORDON W. CAMPBELL
-----------------------------------------------
Gordon W. Campbell
Chairman of the Board, and President
St. Petersburg, Florida
20
<PAGE>
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
GULF WEST BANKS, INC.
425 22ND AVENUE NORTH
ST. PETERSBURG, FLORIDA 33704
The undersigned hereby appoints Gordon W. Campbell and Thomas M. Harris 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 29, 2000, at the Annual Meeting of Shareholders of
GULF WEST BANKS, INC. to be held at the Palladium Theater located at 253-5th
Avenue North, St. Petersburg, Florida, on the 20th day of April, 2000 at 5:00
p.m. in the afternoon of that day, or any adjournment thereof.
(CONTINUED AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
- FOLD AND DETACH HERE -
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ITEMS 1, 2, AND 3.
<TABLE>
<CAPTION>
WITHHELD
FOR FOR ALL FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
ITEM 1-TO ELECT AS DIRECTORS FOR ITEM 2-TO APPROVE AMENDMENTS TO
THE TERMS INDICATED THE COMPANY'S 1995 NON [ ] [ ] [ ]
Nominees: [ ] [ ] STATUTORY STOCK OPTION PLAN
Gordon W. Campbell ITEM 3-IN THEIR DISCRETION, [ ] [ ] [ ]
(3 years) THE PROXIES ARE
Pandurang V. Kamat, M.D. AUTHORIZED TO
(3 years) VOTE UPON SUCH
John C. Petagna, Jr. OTHER BUSINESS
(3 years) AS MAY PROPERLY
COME BEFORE
THE MEETING.
</TABLE>
WITHHELD FOR: (Write that nominee's name in the space
provided below).
______________________________________________________
Signature(s)___________________________________________ Date____________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such.
- FOLD AND DETACH HERE -
