<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>
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)(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
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
APRIL 29, 1999
The annual meeting of the shareholders of Valrico Bancorp, Inc. (The
"Company") will be held on April 29, 1999 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, 1999, 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 9, 1999 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
29, 1999, 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 9, 1999.
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.
VOTING AND REVOCATION OF PROXIES
The names and addresses of Management's designated Proxy Committee
are:
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
J.E. McLean, III P.O. Box 500, Valrico Florida 33595-0500
Jerry L. Ball P.O. Box 849, Valrico Florida 33595-0849
</TABLE>
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
1
<PAGE> 4
set forth below, for each other proposal set forth in this Proxy Statement for
consideration at the Meeting, and in the best judgment of the Board of
Directors of the Company on any other matters which may properly come before
the meeting.
VOTING PROCEDURES
A quorum of shareholders must exist for the annual meeting to be held.
A quorum consists of a majority of shares entitled to vote represented at the
annual meeting in person or by proxy. Abstentions and broker non-votes (arising
from the absence of discretionary authority on the part of a broker-dealer to
vote shares of Common Stock held in street name for customer accounts) are
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. Once a share is represented at the meeting it is
deemed present for quorum purposes throughout the meeting or any adjourned
meeting unless a new record date is or must be set for the adjourned meeting.
The nine nominees for director who receive the largest number of votes
cast "For" will be elected as directors. Shares represented at the annual
meeting in person or by proxy but withheld or otherwise not cast for the
election of directors, including abstentions and broker non-votes, will have no
impact on the election.
The proposal to ratify the appointment of Rex Meighen & Company as
independent auditors of the Company for its current fiscal year requires for
approval that the votes cast for the proposed action exceed the votes against
the proposed action. Therefore, abstentions and broker non-votes will have no
impact on the outcome of this proposal.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The shareholders of record at the close of business on March 31, 1999
are entitled to one vote for each share then held. As of March 31, 1999, the
Company had 307,790 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 10 individuals), beneficially held 175,726 shares of the
Company's Common Stock as of March 31, 1999, representing 57.09% 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 33,703 (10.95%)
Plant City, Florida 33566
C. Dennis Carlton Vice Chairman of the
7414 Commerce Street Board and Director 30,778 (10.00%)
Riverview, Florida 33569
Douglas A. Holmberg Director
1321 N. Valrico Road 33,810 (10.98%)
Valrico, Florida 33594
</TABLE>
2
<PAGE> 5
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
Board of Directors of the Company. The Board has fixed the number of Directors
at nine. 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.
The following table sets forth for each of the nominees for election
as directors and executive officers, their name, age (as of March 31, 1999),
positions and offices held with the company, principal occupation(s) during the
past five years and the year they first became a director or executive officer:
NOMINEES AND EXECUTIVE OFFICERS
(Term of nominees for director to expire at Annual Meeting in 2000)
<TABLE>
<CAPTION>
Name (Age) Year First became a
Position and Offices with Director or Executive Principal Occupation for
the Company Officer of Company* the past five years
- ------------------------- --------------------- -------------------------
<S> <C> <C>
LeVaughn Amerson (59) 1996 President, an Owner, Akin and Porter Produce
Director of Plant City, Inc.
Jerry L. Ball (46) Director in 1997 Elected President and CEO of the Bank in
President and CEO of Bank Executive Officer of 1997, EVP and Cashier of bank prior to being
Executive VP of Company Bank in 1995 elected president
C. Dennis Carlton (46) 1988 President, Owner, Mid-State Realty Co., Inc.
Director, Vice Chairman Executive Officer
of Company in 1998
H. Leroy English (67) 1988 Chairman of the Board, Walden-Sparkman, Inc.
Director
Gregory L. Henderson, M.D. (49) 1988 Ophthalmologist, President, PRG d.b.a.
Director Brandon Cataract Center & Eye Clinic
Douglas A. Holmberg (60) 1989 President, Owner, Holmberg Citrus Nursery,
Director Inc., Hillsborough Wholesale Nursery, Inc. &
Pleasant View Wholesale Nursery, Inc.
Charles E. Jennings, Jr. (63) 1988 Insurance Executive, Owner, Jennings
Director & Associates Insurance, Inc.
J.E. McLean, III (62) 1988 Citrus Grower, Owner, President, J.E. McLean
President and CEO of Company, Executive Officer & Sons
Chairman of the Board, Director in 1988
Justo Noriega, Jr. (67) 1988 Pharmacist, Owner, Bill's Prescription Center
Director
Donald M. Weaver (56) Executive Officer EVP, Dir. Of Loans since May 1997, VP,
Executive Vice President/Dir. Of in 1995 Peoples Bank of Lakeland prior to joining
Loans of Bank, Treasurer/Secretary bank
of Company
</TABLE>
3
<PAGE> 6
* 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.
SECURITY OWNERSHIP
The following table shows the share ownership of each of the Directors and
Executive Officers as March 31, 1999
<TABLE>
<CAPTION>
No. of Shares % of Common
Owned in Company Stock as of
Name Address as of 3/31/99 3/31/99
- ---- ------- ---------------- -----------
<S> <C> <C> <C>
LeVaughn Amerson 2512 N. Young Road
Plant City FL 33566 33,703(1) 10.95
Jerry L. Ball 1803 Dana Court
Brandon FL 33510 7,750(8) 2.52
C. Dennis Carlton 7414 Commerce St
Riverview FL 33569 30,778(2) 10.00
H. Leroy English P.O. Box 10
Dover FL 33527 8,825(1) 2.86
Gregory L. Henderson, M.D. 2901 Brucken Road
Valrico FL 33594 15,203(3) 4.93
Douglas A. Holmberg 1231 N. Valrico Road
Valrico FL 33594 33,810(4) 10.98
Charles E. Jennings, Jr. P.O. Box 688
Brandon FL 33509 13,169(5) 4.28
J.E. McLean III P.O. Box 500
Valrico FL 33595 13,959(6) 4.54
Justo Noriega, Jr. 2205 Highway 60 East
Valrico FL 33594 12,229(7) 3.97
All Directors and Executive Officers (10) 175,726 57.09
</TABLE>
- ------------------
Footnotes from preceding table:
(1) All of these shares are owned as joint tenant with this individual's
spouse. Includes 4703 shares subject to options which are presently
exercisable.
(2) Includes 25,925 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. Includes 4703 shares subject
to options which are presently exercisable.
(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. Includes 4703 shares subject to options which are
presently exercisable.
(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. Includes 4703 shares subject to
options which are presently exercisable.
(5) Includes 4,000 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. Includes 4703
shares subject to options which are presently exercisable.
4
<PAGE> 7
(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. Includes 7489 shares
subject to options which are presently exercisable.
(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). Includes 4703 shares subject to options which are presently
exercisable.
(8) Includes 250 shares which Mr. Ball owns in joint with his spouse. Includes
7500 shares subject to options which are presently exercisable.
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, 1998, the Board of Directors of the Company and Bank held a
total of 13 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, 1998.
<TABLE>
<CAPTION>
Number of Directors serving,
Meetings Chairman Designated
Board Committee Function Held in 1998 by an asterisk
- --------------- -------- ------------ -------------------
<S> <C> <C> <C>
Executive Has all the powers of full board except as delegated to 13 J.E. McLean III *
other committees. Subjects reviewed include: compensation, C. Dennis Carlton
corporate decisions, planning, nominating decisions. Charles E. Jennings, Jr.
Justo Noriega, Jr.
Jerry L. Ball
Loan Monitor and control Bank's lending function; approves new 12 H. Leroy English *
commercial and consumer loans from $300,000 up to $600,000. Douglas A. Holmberg
C. Dennis Carlton
J.E. McLean III
Jerry L. Ball
Audit Oversees the yearly Audit of the Company and Bank; selects 1 Justo Noriega, Jr. *
the auditors, reviews the internal control procedures and Gregory L. Henderson
practices of the Bank. All serving must be outside H. Leroy English
directors. LeVaughn Amerson
Douglas Holmberg
Jerry L. Ball 2
Marketing Reviews marketing and major marketing expenditures. 1 Douglas A. Holmberg *
Gregory L. Henderson
Charles E. Jennings, Jr.
Justo Noriega, Jr.
LeVaughn Amerson
Jerry L. Ball
</TABLE>
- -----------------
(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 1998.
(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 Company's Chief Executive Officer for the fiscal year ended
December 31, 1998, and to each other executive officer whose salary and bonus
exceeded $100,000 in 1998.
<TABLE>
<CAPTION>
Long Term All Other
Name and Position Year Annual Compensation Compensation Compensation(3)
- ----------------- ---- ------------------------------------------- ------------ ---------------
Securities
Other Annual Underlying
Salary $ Bonus $ Compensation(2) Options
-------- ------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
J.E. "Bob" McLean III(1) 1998 0 0 9,600 7,489 0
Chairman, President and 1997 0 0 5,600 0 0
CEO of Company 1996 0 0 5,700 0 0
Jerry L. Ball 1998 85,000 19,894 5,700 7,500 10,386
President and CEO 1997 80,000 2,000 3,800 0 4,711
of Bank 1996 58,300 3,000 0 0 2,880
</TABLE>
- -----------------
(1) Mr. McLean has served as President and CEO of the Company since 1997. 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 director fees (Messrs. McLean, and Ball).
(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. 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.
The following table sets forth certain information concerning options
granted to the named Executive officer during 1998:
<TABLE>
<CAPTION>
Number of
Securities % of Total
Underlying Options Granted Exercise or
Options Employees in Base Price per
Name Granted Fiscal Year Share Expiration Date
---- ---------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
J.E. "Bob" McLean III 7,489 38.40 $16.00 12/16/2008
Jerry L. Ball 7,500 38.46 $16.00 12/16/2008
</TABLE>
6
<PAGE> 9
The following table sets forth certain information with respect to
stock options exercised during 1998 and outstanding stock options held by the
named Executive Officers as of December 31, 1998:
<TABLE>
<CAPTION>
Number of Value of
Unexercised Options Unexercised
at Fiscal In-The-Money Options
Year-End at Fiscal Year-End
Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable
---- --------------- -------------- ------------------- --------------------
<S> <C> <C> <C> <C>
J.E. "Bob" McLean III -- $-0- 7,489/0 0/0
Jerry L. Ball -- $-0- 7,500/0 0/0
</TABLE>
Directors' Compensation
Directors are paid $250.00 for each Company/Bank Board meeting and
$100.00 for each Board Committee meeting attended. The Company also paid each
director a $4,000 bonus for 1998 based on the Company achieving a target return
on assets level for 1998. During 1998, directors were also each granted stock
options pursuant to the Company's Stock Option Plan, at an exercise price of
$16.00 per share, the fair market value of the Company's Common Stock at the
date of the grant. All of such options must be exercised within ten (10) years
of the date of the grant. Such options replaced options granted under earlier
plans, which options were surrendered to the company. The number of options
granted to each director is as follows:
<TABLE>
<CAPTION>
Name Options Granted
---- ---------------
<S> <C>
LeVaughn Amerson 4,703
Jerry L. Ball 7,500
C. Dennis Carlton 4,703
H. Leroy English 4,703
Gregory L. Henderson, M.D. 4,703
Douglas A. Holmberg 4,703
Charles E. Jennings, Jr. 4,703
J.E. McLean III 7,489
Justo Noriega, Jr. 4,703
</TABLE>
Stock Option Plan
The Board of Directors of the Company adopted the Valrico Bancorp,
Inc. 1998 Stock Option Plan (the "Plan") effective December 15, 1998. A total
of 65,000 shares of Common Stock of the Company have been reserved for issuance
upon the exercise of options granted under the Plan, which is administered by
the Board of Directors. Options covering 59,910 shares were granted in 1998
under the plan at an exercise price of $16.00 per share, the fair market value
of the Company's Common Stock on the date of the grant of the options. Options
granted to directors under the Plan replaced earlier granted options, which
were surrendered, all of which had an exercise price of less than $16.00 per
share. All options granted under the Plan in 1998 are immediately exercisable
and may be exercised for a period of ten (10) years from the date of grant.
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
7
<PAGE> 10
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.
Employee Benefit Plan
The Company has a defined contribution 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 1998 all Section
16(a) filing requirements applicable to its directors, executive officers and
greater than 10% beneficial owners were complied with except for late reports
filed by the following directors or executive officers: Mr. Amerson (2 reports,
1 transaction each), Mr. Carlton (2 reports, 1 transaction each), Mr. Jennings
(1 report, 1 transaction), Mr. McLean (1 report, 2 transaction), and Mr. Weaver
(2 reports, 1 transaction each).
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
8
<PAGE> 11
for comparable transactions with others and which do not involve more than the
normal risk of collectability or present other unfavorable features.
The Bank is 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.
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 1998, 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 1998 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.
Action by the shareholders is not required by law in the appointment of
independent auditors, but their appointment is submitted by the Board of
Directors in order to give the shareholders the final choice in the designation
of auditors. If the proposal to approve Rex Meighen & Company as the Company's
independent auditors is rejected by shareholders, then the Board of Directors
will reconsider its choice of independent auditors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
RATIFICATION OF REX MEIGHEN AND & COMPANY AS AUDITORS.
9
<PAGE> 12
SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
If any shareholder of the Company wishes to submit a proposal to be
included in next years Proxy Statement and acted upon at the annual meeting of
the company to be held in 2000, the proposal must be received by the Chief
Executive Officer of the company at the principal executive offices of the
Company, 1815 East State Road 60, Valrico, Florida 33594, prior to the close of
business on December 10, 1999. On any other proposal raised by a shareholder
for next year's annual meeting, the Company intends that proxies received by it
will be voted in the interest of the Company in accordance with the judgment of
the Board of Directors and the proposal will be considered untimely, unless
notice of the proposal is received by the company not later than February 24,
2000.
The Company Bylaws establish advance notice procedures as to the
nomination, other than by or at the direction of the Board of Directors, of
candidates for election as directors. In order to make a director nomination at
a shareholder meeting it is necessary that you notify the company not less than
14 days in advance of the meeting, provided that if less than 21 days notice of
the meeting is given, you must notify the Company not later than the close of
business on the seventh day following the date of notice of the meeting was
mailed. In addition, the notice must meet all other requirements contained in
our Bylaws. Any shareholder who wishes to take such action should obtain a copy
of these Bylaws and may do so by written request addressed to the Secretary of
the Company at the principal executive offices of the Company.
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 1934 ( 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 1998 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 9, 1999
<PAGE> 13
PROXY FOR ANNUAL MEETING OF
VALRICO BANCORP, INC.
APRIL 29, 1999
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 29, 1999 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,
1999, 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 2000.
[ ] 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 29, 1999
------------------------
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
