<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:
[ ] 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
Valrico Bancorp, Inc.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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:
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(4) Date filed:
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<PAGE> 2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
APRIL 30, 1998
The annual meeting of the shareholders of Valrico Bancorp, Inc. (The
"Company") will be held on April 30, 1998 at 5:00 p.m. (local time), at the main
office of Valrico State Bank, 1815 State Road 60 East, Valrico, Florida 33594,
for the sole purpose of considering and acting upon the following:
1. To elect as Directors the nine (9) persons who are listed in the
attached proxy statement.
2. To ratify the appointment of Rex Meighen & Company as the Company's
independent auditors.
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF. THE BOARD OF DIRECTORS CURRENTLY
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED BY OR ON BEHALF OF THE
COMPANY.
The Board of Directors has fixed March 31, 1998, as the record date for
the determination of shareholders entitled to notice of and to vote at the
annual meeting. The Directors and Officers of the Company and its wholly-owned
subsidiary, Valrico State Bank (the "Bank"), will be present at the annual
meeting to answer your questions.
By order of the Board of Directors
April 10, 1998 J.E. "Bob" McLean, III
Chairman, President & CEO
of Valrico Bancorp, Inc.
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOU MAY
REVOKE YOUR EXECUTED PROXY AT ANY TIME BEFORE IT IS EXERCISED AT THE ANNUAL
MEETING OF SHAREHOLDERS BY NOTIFYING THE SECRETARY OF THE COMPANY AT, OR PRIOR
TO THE MEETING, OF YOUR INTENTIONS OR BY EXECUTING A SUBSEQUENTLY DATED PROXY.
IF YOUR STOCK IS HELD IN MORE THAN ONE (1) NAME, ALL PARTIES MUST SIGN THE PROXY
FORM.
<PAGE> 3
VALRICO BANCORP, INC. - PROXY STATEMENT
GENERAL INFORMATION
This proxy statement and the accompanying form of proxy are furnished
in connection with the solicitation of proxies to be used in voting at the
annual meeting of shareholders of Valrico Bancorp, Inc., to be held on April 30,
1998, at the main office of Valrico State Bank located at 1815 East State Road
60, Valrico, Florida 33594 at 5:00 p.m. (local time) (the "Meeting") and all
adjournments thereof.
Valrico Bancorp, Inc. is a registered bank holding company of which
Valrico State Bank (the "Bank") is a wholly owned subsidiary. The Company and
the Bank are at times hereinafter collectively referred to as the "Company."
THE ENCLOSED PROXY IS SOLICITED BY THE BOARD OF DIRECTORS (HEREINAFTER
SOMETIMES REFERRED TO AS "MANAGEMENT") OF THE COMPANY. All costs associated with
the solicitation will by borne by the Company. The Company does not intend to
solicit proxies other than by use of the mails, but certain officers and regular
employees of the company or its subsidiaries, without additional compensation,
may use their personal efforts, by telephone or otherwise, to obtain proxies.
This Proxy statement and the enclosed form are the first sent or
delivered to the Company's shareholders on approximately April 10, 1998.
The Meeting has been called for the purpose of: (i) electing nine (9)
directors to serve until the next annual meeting of shareholders; (ii) ratifying
the appointment by the Board of Directors of the firm of Rex Meighen & Company
as independent auditors of the Company for the current fiscal year; and (iii)
considering such other matters as may properly come before the Meeting.
REVOCATION OF PROXIES
The names and addresses of Management's designated Proxy Committee are:
Name Address
---- -------
J.E. McLean, III P.O. Box 500, Valrico Florida 33595-0500
Jerry L. Ball P.O. Box 849, Valrico Florida 33595-0849
All shareholders who execute proxies retain the right to revoke them at
any time. Unless so revoked, the shares represented by such proxies will be
voted at the Meeting and all adjournments thereof. Proxies may be revoked at any
time before they are exercised at the annual meeting by filing a written notice
with the Secretary of the Company, or by delivering to the Secretary of the
Company subsequently dated proxies prior to the commencement of the Meeting. A
written notice of revocation of a proxy should be sent to the Secretary of the
Company, 1815 East State Road 60, Valrico, Florida 33594. A previously submitted
proxy will also be revoked if a shareholder attends the Meeting and votes in
person. In the event a shareholder attends the annual meeting and does not wish
to have his proxy used, he/she should notify the Secretary of the Company prior
to the start of the business meeting. Proxies solicited by the Board of
Directors of the Company will be voted in accordance with the directions given
therein. Where no instructions are indicated, proxies will be voted for the
nominees for director
<PAGE> 4
set forth below and in favor of each other proposal set forth in this Proxy
Statement for consideration at the Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The shareholders of record at the close of business on March 31, 1998
are entitled to one vote for each share then held. As of March 31, 1998, the
Company had 296,715 shares of common stock, without par value, issued,
outstanding and entitled to vote.
All Directors and Executive Officers of the Company as a group
(comprised of 9 individuals), beneficially held 113,466 shares of the Company's
Common Stock as of March 31, 1998, representing 38.24% of the outstanding Common
Stock of the Company.
Management of the Company is not aware of any person who owns,
beneficially or of record, more than five percent (5%) of the Company's,
outstanding common stock except as set forth below.
<TABLE>
<CAPTION>
Name and Address Position with Company Number of Shares
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
LeVaughn Amerson Director
3512 N. Young Road 25,400 (8.56%)
Plant City, Florida 33566
C. Dennis Carlton Vice Chairman of the
7414 Commerce Street Board and Director 20,625 (6.95%)
Riverview, Florida 33569
Douglas A. Holmberg Director
1321 N. Valrico Road 29,107 (9.81%)
Valrico, Florida 33594
</TABLE>
PROPOSAL I
ELECTION OF DIRECTORS
The Company's Board of Directors is presently composed of nine (9)
members, each of whom stands for election each year at the annual meeting. The
Bylaws of the Company provide that the Board of Directors shall consist of not
less than five (5) members, with the number of directors to be fixed by the
directors of the Company at any annual or special meeting. There are no
arrangements or understandings between the Company and any director pursuant to
which any such person will be elected. The Board of Directors, serving as a
nominating committee of the whole, has nominated the persons set forth below,
all of whom are current Directors, to stand for reelection. It is intended that
the persons named in the proxies solicited by the Board of Directors will vote
for the election of the nominees.
<PAGE> 5
The following table sets forth for each of the nominees, their name,
age (as of March 31, 1998), principal occupation(s) during the past five years
and the year they first became a director:
NOMINEES
(Term to expire at Annual Meeting in 1999)
<TABLE>
<CAPTION>
Year First became a
Name (Age) Director of Company* Principal Occupation if Other Than Company
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LeVaughn Amerson (58) 1996 President, an Owner, Akin and Porter Produce of Plant
City, Inc.
Jerry L. Ball (45) 1997 None
C. Dennis Carlton (45) 1988 President, Owner, Mid-State Realty Co., Inc.
H. Leroy English (66) 1988 Chairman of the Board, Walden-Sparkman, Inc.
Gregory L. Henderson, M.D. (48) 1988 Ophthalmologist, President, PRG d.b.a. Brandon
Cataract Center & Eye Clinic
Douglas A. Holmberg (59) 1989 President, Owner, Holmberg Citrus Nursery, Inc.,
Hillsborough Wholesale Nursery, Inc. & Pleasant View
Wholesale Nursery, Inc.
Charles E. Jennings, Jr. (62) 1988 Insurance Executive, Owner, Jennings & Associates
Insurance, Inc.
J.E. McLean, III (61) 1988 Citrus Grower, Owner, President, J.E. McLean & Sons
Justo Noriega, Jr. (66) 1988 Pharmacist, Owner, Bill's Prescription Center
</TABLE>
* All of the directors have served as directors of the company since its
organization in May, 1995, except Mr. Amerson who was added as a director
in 1996 and Mr. Ball who was added as a director in 1997. The date listed
denotes the year in which such person became a director of Valrico State
Bank, the wholly owned bank subsidiary of the Company if prior to the
Company's organization in 1995.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF
THE NOMINEES FOR THE POSITION OF DIRECTOR.
<PAGE> 6
SECURITY OWNERSHIP
The following table shows the share ownership of each of the Directors and
Executive Officers as March 31, 1998
<TABLE>
<CAPTION>
No. of Shares Owned
in Company as of % of Common Stock
Name Address 3/31/98 as of 3/31/98
- ------------------------------------ ----------------------------------- ----------------------- -------------------
<S> <C> <C> <C>
LeVaughn Amerson 2512 N. Young Road
Plant City Fl 33566 25,400 1 8.56
Jerry L. Ball 1803 Dana Court
Brandon FL 33510 250 1 .08
C. Dennis Carlton 7414 Commerce St
Riverview FL 33569 20,625 2 6.95
H. Leroy English P.O. Box 10
Dover FL 33527 4,122 1 1.39
Gregory L. Henderson, M.D. 2901 Brucken Road
Valrico FL 33594 10,500 3 3.54
Douglas A. Holmberg 1231 N. Valrico Road
Valrico FL 33594 29,107 4 9.81
Charles E. Jennings, Jr. P.O. Box 688
Brandon FL 33509 9,466 5 3.19
J.E. McLean III P.O. Box 500
Valrico FL 33595 6,470 6 2.18
Justo Noriega, Jr. 2205 Highway 60 East
Valrico FL 33594 7,526 7 2.54
All Directors and Executive
Officers (10) 113,466 38.24
</TABLE>
Footnotes from preceding table:
(1) All of these shares are owned as joint tenant with this individual's
spouse.
(2) Includes 20,475 shares which Mr. Carlton owns individually and 50 shares
each owned in trust for Mr. Carlton's three children ( a total of 150
shares) of which Mr. Carlton is sole trustee.
(3) Includes 10,000 shares which Dr. Henderson owns as joint tenant with Kathy
Henderson,his wife, and 125 shares each owned by a trust set up for Dr.
Henderson's four (4) children (a total of 500 shares) of which Kathy
Henderson is sole trustee and as to which Dr. Henderson disclaims
beneficial ownership.
(4) Includes 29,007 shares which Mr. Holmberg owns individually. Also includes
100 shares which are owned by Mr. Holmberg's wife, as to which shares Mr.
Holmberg disclaims beneficial ownership.
(5) Includes 5,000 shares held in a Valrico State Bank Self-Directed Ira for
the sole benefit of Mr. Jennings; 4,166 shares of which Mr. Jennings owns
individually and 200 shares which Mr. Jennings owns as joint tenant with
his wife. Also, includes 100 shares which Mr. Jennings' wife owns as to
which shares Mr. Jennings disclaims beneficial ownership.
(6) Includes 4,200 shares Mr. McLean owns as joint tenant with his wife and
daughter and 1,170 shares owned by Mr. McLean in trust for his
grandchildren for which Mr. McLean is sole trustee. Also includes 1,100
shares owned by Mr. McLean's daughter, son-in- law, and wife as to which
shares Mr. McLean disclaims beneficial ownership.
(7) Includes 7,226 shares which Mr. Noriega owns individually and 100 shares
each owned joint with three of Mr. Noriega's children (a total of 300
shares).
<PAGE> 7
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company and Bank are identical and the
Board conducts its business through meetings of the Board. During fiscal year
ended December 31, 1997, the Board of Directors of the Company and Bank held a
total of 14 regular and special meetings. Each director of the Company and Bank
attended at least 75 percent of the total meetings of the Board and committees
on which such Board member served during this period.
The following table describes the standing committees of the Board of
Directors of the Bank and identifies the directors serving on each committee as
of December 31, 1997.
<TABLE>
<CAPTION>
Number of Directors serving,
Meetings Held Chairman Designated by an
Board Committee Function in 1997 asterisk
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Executive Has all the powers of full board except as J.E. McLean III *
delegated to other committees. Subjects C. Dennis Carlton
reviewed include: compensation, corporate Charles E. Jennings, Jr
decisions, planning, nominating decisions 14 Justo Noriega, Jr.
Jerry L. Ball
Loan Monitor and control Bank's lending H. Leroy English *
function; approves new commercial and Douglas A. Holmberg
consumer loans from $300,000 up to $600,000. 12 C. Dennis Carlton
J.E. McLean III
Jerry L. Ball
Audit Oversees the yearly Audit of the Company Justo Noriega, Jr
and Bank; selects the auditors, reviews the Gregory L Henderson
internal control procedures and practices H. Leroy English
of the Bank. All serving must be outside 1 LeVaughn Amerson
directors Douglas Homberg
Jerry L. Ball (2)
Marketing Reviews marketing and major marketing Douglas A. Holmberg *
expenditures. Gregory L. Henderson
2 Charles E. Jennings, Jr
Justo Noriega, Jr
LeVaughn Amerson
Jerry L. Ball
</TABLE>
* The chairman of each committee is designated by an asterisk (*)
(1) The full Board of Directors acts as the nominating committee. While the
Board of Directors will consider nominees recommended by shareholders, it
has not actively solicited recommendations from the Company's shareholders
for nominees nor established any procedures for this purpose. The Board
acting in its capacity as the Nominating Committee held one meeting during
fiscal 1997.
(2) Jerry Ball acts as an ex-officio voice, but holds no vote.
<PAGE> 8
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning
compensation paid or accrued by the Company and/or it subsidiaries, to or on
behalf of the Bank's Chief Executive Officer for the fiscal year ended December
31, 1997, and to all executive officers as a group during 1997.
<TABLE>
<CAPTION>
Annual Compensation
-----------------------------------------------
Other
Annual All Other
Name and Position Year Salary $ Bonus $ Compensation(2) Compensation (3)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J.E. "Bob" McLean III (1) 1997 0 0 5,600 0
President and CEO 1996 0 0 5,700 0
of Company 1995 0 0 3,675 0
Jerry L. Ball 1997 80,000 2,000 3,800 4,711
President and CEO 1996 58,300 3,000 0 2,880
of Bank 1995 52,875 0 0 2,100
Larry R. Tracy (4) 1997 88,100 12,500 3,900 27,243
Former President and CEO of 1996 88,100 25,000 10,800 20,204
Company and Bank 1995 88,100 17,873 8,475 14,664
Executive Officers as a Group (4 1997 239,100 16,000 13,300 31,954
persons in 1997, 2 persons in 1996 146,400 28,000 16,500 23,084
1995 1996) 1995 140,975 17,873 12,150 16,764
</TABLE>
(1) Mr. McLean has served as President and CEO of the Company since the
resignation of Larry R. Tracy. He receives no additional compensation for
serving in that capacity other than director fees comparable to all other
directors.
(2) Amounts represent compensation paid either directly or for the benefit of
executive officers for automobile allowance (Mr. Tracy), and director fees
(Mr. Ball and Mr. Tracy).
(3) Represents benefits accrued by the Bank under the Bank's Salary
Continuation Plan Agreement adopted July 1, 1993 for select officers,
including Mr Ball and Mr. Tracy. Such amounts will be paid pursuant to the
terms of such Plan after the amounts have "vested." The awards under the
Plan vest at the rate of 10% per year. The amounts of the accruals have
been actuarially determined. The vested award is paid upon termination of
employment or retirement over 15 years.
(4) Mr. Tracy resigned as an officer and director of the Company and the Bank
effective as of May 31, 1997. Pursuant to Mr. Tracy's employment agreement
with the Bank and a Separation Agreement with the Company, Mr. Tracy was
paid an amount equal to his full salary through December 31, 1997, a bonus
based upon six months service to the Company and his interest in the salary
continuation plan discussed below.
Option Grants in Last Fiscal Year
Options were granted to certain officers of the Company and the Bank in
March, 1997 pursuant to the Stock Option Plan of the Company discussed below.
All such options were granted at $12.10, the "fair market value" of shares of
stock of the Company on the date of grant. The options granted to Jerry L. Ball,
President and CEO of the Bank and Larry R. Tracy, former President and CEO of
the Bank and the Company are set forth is the following table. In addition,
options also were granted to each of the directors pursuant to such plan as
discussed immediately below.
<PAGE> 9
<TABLE>
<CAPTION>
Number of
Options Percent of Total Options Granted to Exercise of Base
Name granted Employees in Fiscal Year Price ($/SH) Expiration Date
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Larry R. Tracy 7,500 36.6% of grants to employees/ 12.3% of $12.10 August 29, 1999*
grants to employees and directors
Jerry L. Ball 6,000 29.3% of grants to employees/ 9.9% of $12.10 August 29, 1999
grants to employees and directors
</TABLE>
* Pursuant to the terms of the Separation Agreement discussed above,
the options granted to Mr. Tracy were repurchased at $.50 per option and are no
longer outstanding.
Directors' Compensation
Directors are paid $250.00 for each Company/Bank Board meeting and
$100.00 for each Board Committee meeting attended. During 1997, the directors
granted certain options pursuant to the Company's Stock Option Plan. In addition
to options granted to officers of the Company discussed above, the Board of
Directors granted to each member of the Board, other than officers, options to
purchase 4,490 shares at $12.10 per share. Under the Plan, such options must be
exercised on or before August 29, 1999.
Stock Option Plan
The Bank has a Stock Option Plan (the "Plan") which was adopted by the
Board of Directors on August 8, 1989 and by the shareholders of the Bank on
August 29, 1989. The Florida Department of Banking and Finance approved the Plan
on October 12, 1990. The Plan, which was assumed by the Company upon its
acquisition of the Bank effective May 31, 1995, allows for the granting of
options to purchase up to 60,555 shares (approximately 20% of the outstanding
shares) of the Bank (now the Company) at no less than the greater of par value
or fair value or fair market value (as defined by the Plan) by officers and
directors of the Bank. The persons to whom options are to be granted and the
amounts of such options are left to the discretion of the Board of Directors.
During 1997, the Company granted options to purchase a total of 60,910 shares of
the Company's common stock at $12.10, the "fair market value" on March 18, 1997,
the date of the grant of such options. As of December 31, 1997, options to
purchase 48,920 of such shares were still outstanding.
Officer Salary Continuation Plan
The Officer Salary Continuation Plan was adopted on July 1, 1993. The
Plan currently covers officers of the bank with extended service, Jerry L. Ball,
President and CEO and Glenn Chasteen, Senior Vice President and Consumer Lending
Officer. The Plan currently accrues $395.08 per month, paid for from the earning
on life insurance policies held on the officers. The amounts of the accruals
have been actuarially determined. The awards under the Plan vest at a rate of
10% per year. The vested award is paid upon termination of employment or
retirement over 15 years.
<PAGE> 10
Employee Benefit Plan
The Company has a defined benefit plan called the Valrico Bancorp, Inc. Employee
Stock Ownership Plan with 401K provisions for employees of the Company and its
subsidiaries meeting certain length of employment requirements including
executive officers, which was adopted on January 1, 1997. The Plan is an ESOP
and 401K combination with the vested benefits varying by the amount of
contribution on the part of the employee. The Company matches the employee
contributions at $.25 per $1.00 of employee contributions with the employer
matching contributions restricted to investment in the stock of the Company. The
plan is administered in accordance with the Valrico Bancorp, Inc. Employee Stock
Ownership Trust.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that the Company's
directors, executive officers and persons who own more than 10 percent of a
registered class of the Company's equity securities file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent shareholders are required by such
regulations to furnish the Company with copies of all Section 16(a) forms they
file. To the Company's knowledge, based solely on a review of the copies of
Section 16(a) reports furnished to the Company and representations that no other
reports were required, the Company believes that during 1997 all Section 16(a)
filing requirements applicable to its directors, executive officers and greater
than 10% beneficial owners were complied with except for purchases of 50 shares
by Mr. Ball, 5,200 shares by Mr. Amerson and 1,875 shares by Mr. Carlton and
sales of 5,050 shares by Mr. McLean, for which appropriate forms were not filed.
Because the Company believes that the failure to file such forms in a timely
fashion is a result of the lack of understanding of the filing requirements
under the Securities Exchange Act of 1934, the Company intends to implement new
policies and procedures to assist directors and officers in filing appropriate
forms in a timely manner.
CERTAIN TRANSACTIONS
There are no existing or proposed material transactions between the
Company and Bank and any of the Company's or Bank's officers, directors, or the
immediate family or associates of any of the forgoing persons, except as
indicated below.
Some to the directors of the Company and Bank, as well as the companies
with which such directors are associated, are customers of, and have had banking
transactions with the Bank in the ordinary course of the Bank's business, and
the Bank expects to have such ordinary banking transactions with such persons in
the future. In the opinion of management of the Bank, all loans and commitments
to lend included in such transactions were made in compliance with applicable
laws on substantially the same terms, including interest rates and collateral,
as those prevailing for comparable transactions with other persons of similar
creditworthiness and did not involve more than a normal risk of collectability
or present other unfavorable features.
The Bank expects to have in the future, banking transactions, in the
ordinary course of its business with directors, officers, principal shareholders
and their associates, on substantially the same terms, including interest rates
and collateral on loans, as those prevailing at the same time for comparable
transactions with others and which do not involve more than the normal risk of
collectability or present other unfavorable features.
<PAGE> 11
The Bank previously was party to a lease of its main office facility
with Roy J. Winters and Ann M. Winters. Mrs. Winters previously was a member of
the Board of Directors of the Company and the Bank. On January 14, 1997, the
Company purchased the main office facility from Mr. and Mrs. Winters for a total
purchase price of $1,683,000 pursuant to the terms of the lease. At this point
in time, the Company leases the main office facility to the Bank pursuant to the
terms of a three-year lease providing for monthly rental of $17,000. Such rent
is subject to adjustment as set forth in the lease.
The Bank is also party to a lease for its branch facility located at
102 West Robertson Street, Brandon Florida 33511. The lease is dated April 1,
1994 and is with Mr. Justo Noriega, Jr., who currently serves as a Director of
the Company and Bank. The lease term expired on March 31, 1997, but the Bank
exercised its option to renew the lease for another three years. The annual
rental amount agreed upon remained the same at $42,000. The Bank has the option
to renew the lease for three additional three-year terms at rental to be
negotiated at the time of such renewal. The Bank believes that the rent paid on
the property and other terms and conditions of such lease are comparable to that
for like kind properties of similar quality in the area.
The election of an individual director must be approved by a majority
of the votes cast by the shareholders of the Company at the Meeting.
Shareholders are entitled to one vote for each share held on the records of the
Company as of March 31, 1998.
PROPOSAL II
RATIFICATION FOR THE SELECTION OF AUDITORS
The Board of Directors has selected the firm of Rex Meighen & Company,
independent public accountants, to serve as auditors for the current fiscal
year, subject to ratification of shareholders.
Rex Meighen & Company is a regional certified public accounting firm.
During fiscal year 1997, Rex Meighen & Company provided outside audit and
additional accounting services. Prior to the performance of any services for the
Company, such services were approved by the Board of Directors. In the opinion
of management, the non-audit services performed by Rex Meighen & Company in
fiscal 1997 had no effect on the independence of audit services provided.
Representatives of Rex Meighen & Company will be present at the Meeting
with the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
The ratification of the auditors must be approved by a majority vote,
cast by the shareholders of the Company at the meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION
OF REX MEIGHEN AND & COMPANY AS AUDITORS.
<PAGE> 12
SHAREHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
Proposals of shareholders intended to be presented at the annual
meeting of shareholders to be held in 1999 must be received by December 22,
1998, for consideration by the Company for possible inclusion in the proxy
statement and form of proxy for that meeting. Proposals should be sent to J.E.
"Bob" McLean, III, President and CEO of Valrico Bancorp, Inc. 1815 East State
Road 60, Valrico, Florida 33594. It is suggested that any proposal be sent by
certified mail, return receipt requested.
OTHER MATTERS
The management of the Company is not aware of any other matters to be presented
for consideration at the meeting or any adjournments thereof. If any other
matters should properly come before the meeting, it is intended that the
persons' names in the enclosed proxy will vote the shares represented thereby in
accordance with their judgement, pursuant to the discretionary authority granted
therein. PURSUANT TO THE SECURITIES AND EXCHANGE ACT OF 1994 ( THE "EXCHANGE
ACT") THE COMPANY FILES ANNUAL AND QUARTERLY REPORTS WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC"). THE COMPANY'S FORM 10K ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15 (D) OF THE EXCHANGE ACT WHICH INCLUDES FINANCIAL STATEMENTS
AND SCHEDULES, BY REFERENCE, IS FILED WITH THE SEC. A COPY OF THE COMPANY'S 1997
REPORT IS AVAILABLE WITHOUT CHARGE TO SHAREHOLDERS UPON REQUEST TO THE
SECRETARY, VALRICO BANCORP, INC., 1815 EAST STATE ROAD 60, VALRICO, FLORIDA
33594 (813-689-1231).
By order of the Board of Directors
J.E. "Bob" McLean, III
Chairman of Valrico Bancorp, Inc
April 10, 1998
<PAGE> 13
PROXY FOR ANNUAL MEETING OF
VALRICO BANCORP, INC.
APRIL 30, 1998
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL MEETING
OF STOCKHOLDERS OF VALRICO BANCORP, INC., VALRICO, FLORIDA ON APRIL 30, 1998 OR
ANY ADJOURNMENTS THEREOF. This proxy may be revoked prior to its exercise by
either written notice, or personally at the meeting, or by subsequently dated
proxy.
The undersigned shareholder appoints J.E. McLean, III and/or Jerry L. Ball, or
either one of them attorney and proxy, with full power of substitution, on
behalf of the undersigned and with all powers the undersigned would possess if
personally present, to vote all the common stock of said company that the
undersigned would be entitled to vote, according to the books on March 31, 1998,
at the above Annual Meeting and any adjournments thereof.
IF NOT OTHERWISE SPECIFIED HEREIN, THE BOARD RECOMMENDS AND SHARES WILL BE VOTED
FOR THE PROPOSITIONS LISTED BELOW. IF ANY OTHER BUSINESS IS PRESENTED AT SAID
MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
MANAGEMENT.
1. To elect the following nine (9) Directors whose terms will expire in 1999.
/ / Vote for All Nominees
---
/ / Withhold Vote for All Nominees
-------- ---
/ / Vote for All Nominees Except those indicated below:
-----------------------------
TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL DIRECTOR(S), STRIKE A LINE
THROUGH THE DIRECTORS' NAME(S) LISTED BELOW:
LEVAUGHN AMERSON JERRY L. BALL
C. DENNIS CARLTON H. LEROY ENGLISH
GREGORY HENDERSON, M.D. DOUGLAS A. HOLMBERG
CHARLES E. JENNINGS, JR. J.E. MCLEAN, III
JUSTO NORIEGA
2. To Ratify the appointment of Rex Meighen & Company as the Company's
independent auditors : For Against Abstain
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
<PAGE> 14
PAGE TWO
CONTINUATION OF PROXY FOR ANNUAL MEETING
OF VALRICO BANCORP, INC.
APRIL 30, 1998
Place Label Here
Please mark, date and sign your name exactly as it appears on this proxy and
return this proxy in the enclosed envelope. When signing as attorney, executor,
administrator, trustee, guardian or officer of a corporation, please give your
full title as such and present evidence of appointment (unless previously
furnished to the company). Shares held Jointly must be signed by all joint
tenants.
DATE OF PROXY # OF SHARES
-------------------- -----------------
SIGNED
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Title, if applicable
SIGNED
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Title, if applicable
SIGNED
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Title, if applicable
SIGNED
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Title, if applicable
/ / CHECK HERE IF YOU WILL BE ATTENDING THE ANNUAL MEETING
