Back to GetFilings.com
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] Annual Report pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended Commission File
DECEMBER 31, 1995 No. 0-13660
SEACOAST BANKING CORPORATION OF FLORIDA
---------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2260678
- ---------------------------- -------------------------
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
815 Colorado Avenue, Stuart FL 34994
- ------------------------------------------ -----------
(Address of principal executive offices) (Zip code)
(407) 287-4000
- --------------------------------------
(Registrant's telephone number,
including area code)
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Class A Common Stock, Par Value $.10
------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES [x] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
2
State the aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 16, 1996:
Class A Common Stock, $.10 par value - $64,154,134 based upon the closing sale
price on February 16, 1996, using beneficial ownership stock rules adopted
pursuant to Section 13 of the Securities Exchange Act of 1934, to exclude
voting stock owned by directors and certain executive officers, some of whom
may not be held to be affiliates upon judicial determination.
Class B Common Stock, $.10 par value - $2,569,275 based upon the closing sale
price on February 16, 1996, of the Class A Common Stock, $.10 par value, into
which each share of Class B Common Stock, $.10 par value, is immediately
convertible on a one-for-one basis, using beneficial ownership stock rules
adopted pursuant to Section 13 of the Securities Exchange Act of 1934, to
exclude voting stock owned by directors and certain executive officers, some of
whom may not be held to be affiliates upon judicial determination.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock as of February 16, 1996:
Class A Common Stock, $.10 Par Value - 3,745,963 shares
Class B Common Stock, $.10 Par Value - 509,501 shares
- 2 -
3
Documents Incorporated by Reference:
1. Portions of the registrant's 1995 Annual Report to Shareholders
for the fiscal year ended December 31, 1995 ("1995 Annual Report"),
are incorporated by reference into Parts II and IV
2. Portions of the registrant's March 21, 1996 Proxy Statement for
the Annual Meeting of Shareholders to be held April 25, 1996 ("1996
Proxy Statement"), are incorporated by reference into Part III
3. Articles of Incorporation, as amended, incorporated herein by
reference from registrant's Annual Report on Form 10-K, File No.
0-13660, dated March 31, 1989
4. By-laws of the Corporation, as amended, incorporated herein by
reference from Exhibit 3.2 of Registrant's Annual Report on Form
10-K, File No. 0-13660, dated March 17, 1992
5. Specimen Class A Common Stock Certificate, incorporated herein by
reference from Exhibit 4.1 of the Registrant's Registration
Statement on Form S-1, File No. 2-88829
6. Specimen Class B Common Stock Certificate, incorporated herein by
reference from Exhibit 4.2 of registrant's Registration Statement
on Form S-1, File No. 2-88829
7. Profit Sharing Plan, incorporated herein by reference from
registrant's Registration Statement on Form S-8, File No. 33-22846,
dated July 18, 1988
8. Employee Stock Purchase Plan, incorporated herein by reference
from registrant's Registration Statement on Form S-8 File No.
33-25267, dated November 18, 1988
9. Amendment No. 1 to the Employee Stock Purchase Plan, incorporated
herein by reference from registrant's Annual Reports on Form 10-K,
dated March 29, 1991
10. Executive Employment Agreement, dated March 22, 1991 between A.
Douglas Gilbert and the Bank, incorporated herein by reference from
registrant's Annual Report on Form 10-K, dated March 29, 1991
11. Executive Employment Agreement, dated January 18, 1994 between
Dennis S. Hudson, III and the Bank, incorporated herein by
reference from registrant's Annual Report on Form 10-K, dated March
28, 1995
- 3 -
4
FORM 10-K CROSS-REFERENCE INDEX
Page of
-------------
Form Annual
10-K Report
----- ------
PART I
- -------
Item 1. Business 6-21 --
Item 2. Properties 22-25 --
Item 3. Legal Proceedings 26 --
Item 4. Submission of Matters to a
Vote of Security-Holders 26 --
PART II
- -------
Item 5. Market Price of and Dividends on the
Registrant's Common Equity and
Related Stockholder Matters 27-28 38
Item 6. Selected Financial Data 28 3
Item 7. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 28 20-35
Item 8. Financial Statements and 28 40-53
Supplementary Data 36-38
Item 9. Changes in and Disagreements With
Accountants on Accounting and
Financial Disclosure 28 --
Page of _
--------------
Form Proxy
10-K Stmt
------ ------
PART III
- --------
Item 10. Directors and Executive Officers 29 2-8
of the Registrant
Item 11. Executive Compensation 29 8-22
Item 12. Security Ownership of Certain
Beneficial Owners and Management 29 4-8,23
Item 13. Certain Relationships and Related 29 16
Transactions
- 4 -
5
Page of
------------
Form Annual
10-K Report
---- ------
PART IV
- --------
Item 14. Exhibits, Financial Statement
Schedules and Reports on Form 8-K 30
(a)(1) List of All Financial Statements 30
Consolidated Balance Sheets as
of December 31, 1995 and 1994 30 42-43
Consolidated Statements of Income
for the years ended December 31,
1995, 1994 and 1993 30 41
Consolidated Statements of Shareholders'
Equity for the years ended December 31,
1995, 1994 and 1993 30 45
Consolidated Statements of Cash Flows
for the years ended December 31,
1995, 1994, and 1993 30 44,53
Notes to Consolidated Financial
Statements 30 46-53
Report of Independent Certified
Public Accountants 30 40
(a)(2) List of Financial Statement Schedules 30 --
(a)(3) List of Exhibits 30-31 --
(b) Reports on Form 8-K 32 --
(c) Exhibits 32 --
(d) Financial Statement Schedules 32 --
- 5 -
6
PART I
ITEM 1. BUSINESS
General
Seacoast Banking Corporation of Florida ("Seacoast" or "Company") is a
bank holding company registered under the Bank Holding Company Act of
1956, as amended ("BHC Act"). Seacoast was incorporated under the laws of
the State of Florida on January 24, 1983, by the management of its
principal subsidiary, First National Bank and Trust Company of the
Treasure Coast ("Bank") for the purpose of forming a holding company for
the Bank. On December 30, 1983, Seacoast acquired all of the outstanding
shares of the common stock of the Bank in exchange for 810,000 shares of
its $.10 par value Class A common stock ("Class A Common Stock") and
810,000 shares of its $.10 par value Class B common stock ("Class B
Common Stock").
The Bank commenced operations in 1933 under the name "Citizens Bank of
Stuart" pursuant to a charter originally granted by the State of Florida
in 1926. The Bank converted to a national banking association on August
29, 1958.
On December 19, 1991, Seacoast issued 690,000 shares of Class A common
stock. The net proceeds to Seacoast from the sale of the Class A stock
offered was $5,886,000. Approximately $4.5 million of the net proceeds
were used to replace $2.5 million of capital supplied by Seacoast to the
Bank in connection with the acquisition of American Pioneer Federal
Savings Bank and to add $2.0 million to the Bank's capital to support
growth and for general corporate purposes. The remainder of the net
proceeds were used by Seacoast for general corporate purposes, including
capital to support future growth.
On April 14, 1995, the Bank acquired American Bank Capital Corporation
of Florida and its subsidiary, American Bank of Martin County. See
"Expansion of Business".
Through the Bank, Seacoast offers a full array of deposit accounts and
retail banking services, engages in consumer and commercial lending and
provides a wide variety of trust services. Seacoast's primary service
area is the "Treasure Coast", which consists of the counties of Martin,
St. Lucie and Indian River on Florida's southeastern coast. The Bank
operates banking offices in the following cities; five in Stuart, two in
Palm City, two in Vero Beach, four in Port St. Lucie, one in Ft. Pierce,
one in Hobe Sound and two in Jensen Beach.
Most of the banking offices have one or more Automatic Teller Machines
which provide customers with 24-hour access
- 6 -
7
to their deposit accounts. Seacoast is a member of two state-wide funds
transfer systems known as the "HONOR System" and the "Presto System",
which permit banking customers access to their accounts at over 3,800
locations state-wide. The HONOR System also permits the Bank's customers
access to their accounts via other systems outside the State of Florida.
Customers can also use the Bank's "MoneyPhone" system to access
information on their loan or deposit account balances, or to transfer
funds between linked accounts, make loan payments as well as verify
deposits or checks that may have cleared. This service is accessible by
phone 24-hours a day, seven days a week.
In addition, customers may access information via the Bank's Telephone
Banking Center ("TBC"). From 7 A.M. to 7 P.M., servicing personnel in the
TBC are available to open accounts, take applications for certain types of
loans, resolve account problems and offer information on other bank
products and services to existing and potential customers.
Seacoast has three indirect subsidiaries. Suite 100 Investment
Services, Inc. ("Suite 100") provides brokerage services. South Branch
Building, Inc. is a general partner in a partnership which constructed a
branch facility. Big O RV Resort, Inc. was formed to own and operate
certain properties acquired through foreclosure, however it is currently
inactive. No properties were outstanding as assets of Big O RV Resort,
Inc. at December 31, 1995. The operations of these subsidiaries
contribute less than 10% of the consolidated assets and revenues of
Seacoast.
As a bank holding company, Seacoast is a legal entity separate and
distinct from its subsidiaries. Seacoast coordinates the financial
resources of the consolidated enterprise and maintains financial,
operational and administrative systems that allow centralized evaluation
of subsidiary operations and coordination of selected policies and
activities. Seacoast's operating revenues and net income are derived
primarily from its subsidiaries through dividends, fees for services
performed and interest on advances and loans.
As of December 31, 1995, Seacoast and its subsidiaries employed 311
full-time equivalent employees.
Expansion of Business
Seacoast has expanded its products and services to meet the changing
needs of the various segments of its market and it expects to continue
this strategy. Prior to 1991, Seacoast had expanded geographically by
adding branches, including the acquisition of a thrift branch in St. Lucie
County.
- 7 -
8
Seacoast from time to time considers acquisitions of other depository
institutions or corporations engaged in bank-related activities. On
September 20, 1991, the Bank acquired from the Resolution Trust
Corporation ("RTC") 10 branches and approximately $110 million of deposits
of a failed thrift, American Pioneer Federal Savings Bank ("American
Pioneer"), for a deposit premium of $752,000. Following the acquisition,
the Bank temporarily rented all the branch facilities from the RTC at
commercially reasonable rates to preserve existing customer relationships
and to facilitate their transfer to the Bank. On October 18, 1991, the
Bank ceased renting the branch office facilities it did not intend to
acquire to avoid duplication of existing facilities. After negotiation,
definitive agreements with the RTC were executed for the purchase of five
branch facilities. See "Item 2. Properties".
On April 14, 1995, the Bank acquired approximately $46 million in loans
and $62 million in deposits by purchasing American Bank Capital
Corporation of Florida ("American Bank") and its subsidiary, American Bank
of Martin County. The transaction was treated as a purchase with the Bank
paying $9.3 million in cash. At December 31, 1995, intangible assets
resulting from this acquisition, included goodwill of $4.4 million and
care deposit premium of $1.9 million. Following this acquisition, the
Bank closed its existing East Ocean office location in order to move to a
more attractive location acquired from American Bank, and continued
operation of an office location owned by American Bank in southern Martin
County. See "Item 2. Properties".
Florida law permits cross-county branching. Seacoast anticipates
future expansion within its market area by opening additional offices and
facilities. In February 1993, a second office in Vero Beach, Indian
River County was established. In September 1993, an office was opened in
Sandhill Cove, an upscale life-care retirement community located in Palm
City (Martin County). A new banking facility was opened in November 1994
in St. Lucie West, a new community west of Port St. Lucie.
Competition
Seacoast and its subsidiaries operate in the highly competitive markets
of Martin, St. Lucie and Indian River Counties of Florida. The Bank not
only competes with other banks in its markets, but it also competes with
various other types of financial institutions for deposits, certain
commercial, fiduciary and investment services and various types of loans
and certain other financial services. The Bank also competes for
interest-bearing funds with a number of other financial intermediaries and
investment alternatives, including mutual funds, brokerage firms,
- 8 -
9
governmental and corporate bonds, and other securities.
Seacoast and its subsidiaries compete not only with financial
institutions based in the State of Florida, but also with a number of
large out-of-state and foreign banks, bank holding companies and other
financial institutions which have an established market presence in the
State of Florida. Many of Seacoast's competitors are engaged in local,
regional, national and international operations and have greater assets,
personnel and other resources than Seacoast.
Supervision and Regulation
Bank holding companies and banks are extensively regulated under
federal and state law. This discussion is qualified in its entirety by
reference to the particular statutory and regulatory provisions referred
to below and is not intended to be an exhaustive description of the status
or regulations applicable to the Company's and the Bank's business.
Supervision, regulation, and examination of the Company and the Bank and
their respective Subsidiaries by the bank regulatory agencies are intended
primarily for the protection of depositors rather than holders of Company
capital stock. Any change in applicable law or regulation may have a
material effect on the Company's business.
Bank Holding Company Regulation
The Company, as a bank holding company, is subject to supervision and
regulation by the Board of Governors of the Federal Reserve System (the
"Federal Reserve") under the BHC Act. The Company is required to file
with the Federal Reserve periodic reports and such other information as
the Federal Reserve may request. The Federal Reserve examines the
Company, and may examine the Company's subsidiaries.
The BHC Act requires prior Federal Reserve approval for, among other
things, the acquisition by a bank holding company of direct or indirect
ownership or control of more than 5% of the voting shares or substantially
all the assets of any bank, or for a merger or consolidation of a bank
holding company with another bank holding company. With certain
exceptions, the BHC Act prohibits a bank holding company from acquiring
direct or indirect ownership or control of voting shares of any company
which is not a bank or bank holding company and from engaging directly or
indirectly in any activity other than banking or managing or controlling
banks or performing services for its authorized subsidiaries. A bank
holding company, may, however, engage in or acquire an interest in a
company that engages in activities which the Federal Reserve has
determined by regulation or order to be so closely related to banking or
managing or controlling banks to be a proper incident
- 9 -
10
thereto.
The Company is a legal entity separate and distinct from the Bank and
its other Subsidiaries. Various legal limitations restrict the Bank from
lending or otherwise supplying funds to the Company or its non-bank
subsidiaries. The Company and the Bank also are subject to Section 23A of
the Federal Reserve Act. Section 23A defines "covered transactions",
which include extensions of credit, and limits a bank's covered
transactions with any affiliate to 10% of such bank's capital and surplus.
All covered and exempt transactions between a bank and its affiliates must
be on terms and conditions consistent with safe and sound banking
practices, and banks and their subsidiaries are prohibited from purchasing
low-quality assets from the bank's affiliates. Finally, Section 23A
requires that all of a bank's extensions of credit to an affiliate be
appropriately secured by acceptable collateral, generally United States
government or agency securities. The Company and the Bank also are
subject to Section 23B of the Federal Reserve Act, which generally limits
covered and other transactions among affiliates to terms and under
circumstances, including credit standards, that are substantially the same
or at least as favorable to the bank or its subsidiary as prevailing at
the time for transactions with unaffiliated companies.
The BHC Act, as amended by the interstate banking provisions of the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
("Interstate Banking Act"), which became effective on September 29, 1995,
repealed the prior statutory restrictions on interstate acquisitions of
banks by bank holding companies, such that Seacoast and any other bank
holding company located in Florida may now acquire a bank located in any
other state, and any bank holding company located outside Florida may
lawfully acquire any bank based in another state, regardless of state law
to the contrary, in either case subject to certain deposit-percentage,
aging requirements, and other restrictions. The Interstate Banking Act
also generally provides that, after June 1, 1997, national and
state-chartered banks may branch interstate through acquisitions of banks
in other states. By adopting legislation prior to that date, a state has
the ability either to "opt in" and accelerate the date after which
interstate branching is permissible or "opt out" and prohibit interstate
branching altogether. As of the date hereof, Florida has not adopted
legislation opting in or out of interstate branching , but opt-in
legislation is expected to be introduced for consideration by the Florida
legislature in Spring 1996.
Federal Reserve policy requires a bank holding company to act as a
source of financial strength and to take measure to preserve and
protect bank subsidiaries in situations where
- 10 -
11
additional investments in a troubled bank may not otherwise be
warranted. In addition, under the Financial Institutions Reform, Recovery
and Enforcement Act of 1989 ("FIRREA"), where a bank holding company has
more than one bank or thrift subsidiary, each of the bank holding
company's subsidiary depository institutions are responsible for any
losses to the Federal Deposit Insurance Corporation ("FDIC") as a result
of an affiliated depository institution's failure. As a result, a bank
holding company may be required to loan money to its subsidiaries in the
form of capital notes or other instruments which qualify as capital under
regulatory rules. However, any loans from the holding company to such
subsidiary banks likely will be unsecured and subordinated to such bank's
depositors and perhaps to other creditors of the bank.
Bank and Bank Subsidiary Regulation Generally
The Bank is subject to supervision, regulation, and examination by the
Office of the Comptroller of the Currency (the "OCC") which monitors all
areas of the operations of the Bank, including reserves, loans, mortgages,
issuances of securities, payment of dividends, establishment of branches,
and capital. The Bank is a member of the FDIC's, and its deposits are
insured by the FDIC to the maximum extent provided by law. See "FDIC
Insurance Assessments."
Under present Florida law, the Bank currently may establish and operate
branches throughout the State of Florida, subject to the maintenance of
adequate capital for each branch and the receipt of OCC approval.
Suite 100, a Bank subsidiary, is registered as a securities
broker-dealer under the Exchange Act and is regulated by the Securities
and Exchange Commission ("SEC"). As a member of the National Association
of Securities Dealers, Inc. ("NASD"), it also is subject to examination
and supervision of its operations and accounts.
Community Reinvestment Act
The Company and the Bank are subject to the provisions of the Community
Reinvestment Act of 1977, as amended (the "CRA") and the federal banking
agencies' regulations thereunder. Under the CRA, all banks and thrifts
have a continuing and affirmative obligation, consistent with its safe and
sound operation to help meet the credit needs for their entire
communities, including low- and moderate-income neighborhoods. The CRA
does not establish specific lending requirements or programs for financial
institutions, nor does it limit an institution's discretion to develop the
types of products and services that it believes are best suited to its
particular community, consistent with the CRA. The CRA requires a
depository institution's primary federal
- 11 -
12
regulator, in connection with its examination of the institution, to
assess the institution's record in assessing and meeting the credit needs
of the community served by that institution, including low- and
moderate-income neighborhoods. The regulatory agency's assessment of the
institution's record is made available to the public. Further, such
assessment is required of any institution which has applied to: (i)
charter a national bank; (ii) obtain deposit insurance coverage for a
newly-chartered institution; (iii) establish a new branch office that
accepts deposits; (iv) relocate an office; or (v) merge or consolidate
with, or acquire the assets or assume the liabilities of, a federally
regulated financial institution. In the case of a bank holding company
applying for approval to acquire a bank or other bank holding company, the
Federal Reserve will assess the records of each subsidiary depository
institution of the applicant bank holding company, and such records may be
the basis for denying the application.
Under new CRA regulations, effective January 1, 1996, the process-based
CRA assessment factors have been replaced with a new evaluation system
that rates institutions based on their actual performance in meeting
community credit needs. The evaluation system used to judge an
institution's CRA performance consists of three tests: a lending test; an
investment test; and a service test. Each of these tests will be applied
by the institution's primary federal regulator taking into account such
factors as: (i) demographic data about the community; (ii) the
institution's capacity and constraints; (iii) the institution's product
offerings and business strategy; and (iv) data on the prior performance of
the institution and similarly-situated lenders. The new lending test --
the most important of the three tests for all institutions other than
wholesale and limited purpose (e.g., credit card) banks -- will evaluate
an institution's lending activities as measured by its home mortgage
loans, small business and farm loans, community development loans, and, at
the option of the institution, its consumer loans.
Each of these lending categories will be weighed to reflect its
relative importance to the institution's overall business and, in the case
of community development loans, the characteristics and needs of the
institution's service area and the opportunities available for this type
of lending. Assessment criteria for the lending test will include: (i)
geographic distribution of the institution's lending; (ii) distribution of
the institution's home mortgage and consumer loans among different
economic segments of the community; (iii) the number and amount of small
business and small farm loans made by the institution; (iv) the number and
amount of community development loans outstanding; and (v) the
institution's use of innovative or
- 12 -
13
flexible lending practices to meet the needs of low-to-moderate income
individuals and neighborhoods. At the election of an institution, or if
particular circumstances so warrant, the banking agencies will take into
account in making their assessments lending by the institution's
affiliates as well as community development loans made by the lending
consortia and other lenders in which the institution has invested. As
part of the new regulation, all financial institutions will be required to
report data on their small business and small farm loans as well as their
home mortgage loans, which are currently required to be reported under the
Home Mortgage Disclosure Act.
The investment test focuses on the institution's qualified investments
within its service area that (i) benefit low-to-moderate income
individuals and small businesses or farms, (ii) address affordable housing
needs, or (iii) involve donations of branch offices to minority or women's
depository institutions. Assessment of an institution's performance under
the investment test is based upon the dollar amount of the institution's
qualified investments, its use of innovative or complex techniques to
support community development initiatives, and its responsiveness to
credit and community development needs.
The service test evaluates an institution's systems for delivering
retail banking services, taking into account such factors as (i) the
geographic distribution of the institution's branch offices and ATMs, (ii)
the institution's record of opening and closing branch offices and ATMs,
and (iii) the availability of alternative product delivery systems such as
home banking and loan production offices in low-to-moderate income areas.
The federal regulators also will consider an institution's community
development service as part of the service test. A separate community
development test will be applied to wholesale or limited purpose financial
institutions.
Institutions having total assets of less than $250 million will be
evaluated under more streamlined criteria. Seacoast and the Bank are
ineligible for these streamlined criteria. In addition, a financial
institution will have the option of having its CRA performance evaluated
based on a strategic plan of up to five years in length that it had
developed in cooperation with local community groups. In order to be
rated under a strategic plan, the institution will be required to obtain
the prior approval of its federal regulator.
The interagency CRA regulations provide that an institution evaluated
under a given test will receive one of five ratings for that test:
outstanding, high satisfactory, low satisfactory, needs to improve, or
substantial non-compliance. An institution will receive a certain number
of
- 13 -
14
points for its rating on each test, and the points are combined to
produce an overall composite rating of either outstanding, satisfactory,
needs to improve, or substantial noncompliance. Under the agencies'
rating guidelines, an institution that receives an "outstanding" rating on
the lending test will receive an overall rating of at least
"satisfactory", and no institution can receive an overall rating of
"satisfactory" unless it receives a rating of at least "low satisfactory"
on its lending test. In addition, evidence of discriminatory or other
illegal credit practices would adversely affect an institution's overall
rating. Under the new regulations, an institution's CRA rating would
continue to be taken into account by its primary federal regulator in
considering various types of applications. As a result of the Bank's most
recent CRA examination in August, 1995, the Bank received a "satisfactory"
CRA rating.
The Bank is also subject, among other things, to the provisions of the
Equal Credit Opportunity Act (the "ECOA") and the Fair Housing Act (the
"FHA"), both of which prohibit discrimination based on race or color,
religion, national origin, sex, and familial status in any aspect of a
consumer or commercial credit or residential real estate transaction.
Based on recently heightened concerns that some prospective home buyers
and other borrowers may be experiencing discriminatory treatment in their
efforts to obtain loans, the Department of Housing and Urban Development,
the Department of Justice (the "DOJ"), and all of the federal banking
agencies in April 1994 issued an Interagency Policy Statement on
Discrimination in Lending in order to provide guidance to financial
institutions as to what the agencies consider in determining whether
discrimination exists, how the agencies will respond to lending
discrimination, and what steps lenders might take to prevent
discriminatory lending practices. The DOJ has also recently increased its
efforts to prosecute what it regards as violations of the ECOA and FHA.
Payment of Dividends
The Company is a legal entity separate and distinct from its banking
and other Subsidiaries. The prior approval of the OCC is required if the
total of all dividends declared by a national bank (such as the Bank) in
any calendar year will exceed the sum of such bank's net profits for the
year and its retained net profits for the preceding two calendar years,
less any required transfers to surplus. Federal law also prohibits any
national bank from paying dividends that would be greater than such bank's
undivided profits after deducting statutory bad debt in excess of such
bank's allowance for loan losses.
In addition, the Company and the Bank are subject to various general
regulatory policies and requirements relating to the
- 14 -
15
payment of dividends, including requirements to maintain adequate
capital above regulatory minimums. The appropriate federal regulatory
authority is authorized to determine under certain circumstances relating
to the financial condition of a national or state member bank or a bank
holding company that the payment of dividends would be an unsafe or
unsound practice and to prohibit payment thereof. The OCC and the Federal
Reserve have indicated that paying dividends that deplete a national or
state member bank's capital base to an inadequate level would be an
unsound and unsafe banking practice. The OCC and the Federal Reserve have
each indicated that financial depository institutions should generally pay
dividends only out of current operating earnings.
Capital
The Federal Reserve and the OCC have adopted final risk-based capital
guidelines for bank holding companies and national and state member banks.
As fully phased-in at the end of 1992, the guideline for a minimum ratio
of capital to risk-weighted assets (including certain off-balance-sheet
activities, such as standby letters of credit) is 8%. At least half of
the total capital must consist of common equity, retained earnings and a
limited amount of qualifying preferred stock, less goodwill ("Tier 1
capital"). The remainder may consist of subordinated debt, non qualifying
preferred stock and a limited amount of any loan loss allowance ("Tier 2
capital" and, together with Tier 1 capital, "Total Capital").
In addition, the federal agencies have established minimum leverage
ratio guidelines for bank holding companies, national banks, and state
member banks, which provide for a minimum leverage ratio of Tier 1 capital
to adjusted average quarterly assets ("leverage ratio") equal to 3%, plus
an additional cushion of 100 to 200 basis points (i.e., 1%-2%) if the
institution has less than the highest regulatory rating. The guidelines
also provide that institutions experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels without significant
reliance on intangible assets. Furthermore the Federal Reserve's
guidelines indicate that the Federal Reserve will continue to consider a
"tangible Tier 1 leverage ratio" (deducting all intangibles) in evaluating
proposals for expansion or new activity. The Federal Reserve and OCC have
not advised the Company or the Bank of any specific minimum leverage ratio
or tangible Tier 1 leverage ratio applicable to them.
- 15 -
16
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, requires the federal banking agencies to
take "prompt corrective action" regarding depository institutions that do
not meet minimum capital requirements. FDICIA establishes five capital
tiers: "well capitalized", "adequately capitalized", "undercapitalized",
"significantly undercapitalized", and "critically undercapitalized". A
depository institution's capital tier will depend upon how its capital
levels compare to various relevant capital measures and certain other
factors, as established by regulation.
All of the federal banking agencies have adopted regulations
establishing relevant capital measures and relevant capital levels. The
relevant capital measures are the Total Capital ratio, Tier 1 capital
ratio, and the leverage ratio. Under the regulations, a national or state
member bank will be (i) well capitalized if it has a Total Capital ratio
of 10% or greater, a Tier 1 capital ratio of 6% or greater, and a leverage
ratio of 5% or greater and is not subject to any order or written
directive by a federal bank regulatory agency to meet and maintain a
specific capital level for any capital measure, (ii) adequately
capitalized if it has a Total Capital ratio of 8% or greater, a Tier 1
capital ratio of 4% or greater, and a leverage ratio of 4% or greater (3%
in certain circumstances), (iii) undercapitalized if it has a Total
Capital ratio of less than 8%, a Tier 1 capital ratio of less than 4% (3%
in certain circumstances), or (iv) critically undercapitalized if its
tangible equity is equal to or less than 2% of average quarterly tangible
assets.
As of December 31, 1995, the consolidated capital ratios of the Company
and the Bank were as follows:
Regulatory
Minimum Company Bank
Tier 1 capital ratio.. 4.0% 14.0% 12.8%
Total Capital ratio... 8.0% 15.0% 13.8%
Leverage ratio........ 3.0-5.0% 7.8% 7.1%
FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized depository institutions
are subject to growth limitations and are required to submit a capital
restoration plan for approval. For a capital restoration plan to be
acceptable, the depository institution's parent holding company must
guarantee that the institution comply with such capital restoration plan.
The aggregate liability of the parent holding company is limited to the
lesser of 5% of the depository institution's total assets at the time it
became undercapitalized and the amount necessary to bring the institution
into compliance with
- 16 -
17
applicable capital standards. If a depository institution fails to
submit an acceptable plan, it is treated as if it is significantly
undercapitalized. If the controlling holding company fails to fulfill its
obligations under FDICIA and files (or has filed against it) a petition
under the federal Bankruptcy Code, the claim would be entitled to a
priority in such bankruptcy proceeding over third party creditors of the
bank holding company.
Significantly undercapitalized depository institutions may be subject
to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to
reduce total assets, and cessation of receipt of deposits from
corespondent banks. Critically undercapitalized institutions are subject
to the appointment of a receiver or conservator.
Because the Company and the Bank exceed applicable capital
requirements, the respective managements of the Company and the Bank do
not believe that the provisions of FDICIA has any material impact on the
Company and the Bank or their respective operations.
Bank regulators continue to indicate their desire to raise capital
requirements applicable to banking organizations, including a proposal to
add an interest rate-risk component to risk-based capital requirements.
FDICIA
FDICIA directs that each federal banking regulatory agency prescribe
standards for depository institutions and depository institution holding
companies relating to internal controls, information systems, internal
audit system, loan documentation, credit underwriting, interest rate
exposure, asset growth compensation, a maximum ratio of classified assets
to capital, minimum earnings sufficient to absorb losses, a minimum ratio
of market value to book value for publicly traded shares, and such other
standards as the agency deems appropriate. These standards are not
expected to have any material effect on the Company and the Bank.
FDICIA also contains a variety of other provisions that may affect the
operations of the Company and the Bank, including reporting requirements,
regulatory standards for estate lending, "truth in savings" provisions,
the requirement that a depository institution give 90 days prior notice to
customers and regulatory authorities before closing any branch, and a
prohibition on the acceptance or renewal of brokered deposits by
depository institutions that are not well capitalized or are adequately
capitalized and have not received a waiver from the FDIC. Under
regulations relating to brokered deposits, the Bank is well capitalized
and not restricted.
- 17 -
18
Enforcement Policies and Actions
FIRREA and subsequent federal legislation significantly increased the
enforcement authorities of the FDIC and other federal depository
institution regulators, and authorizes the imposition of civil money
penalties of up to $1 million per day. Persons who are affiliated with
depository institutions can be removed from any office held in such
institution and banned for life from participating in the affairs of any
such institution. The banking regulators have not hesitated to use the new
enforcement authorities provided under FIRREA.
Depositor Preference
The Omnibus Budget Reconciliation Act of 1993 provides that deposits
and certain claims for administrative expenses and employee compensation
against an insured depository institution would be afforded a priority
over other general unsecured claims against such an institution in the
"liquidation or other resolution" of such an institution by any receiver.
Fiscal and Monetary Policy
Banking is a business which depends on interest rate differentials. In
general, the difference between the interest paid by a bank on its
deposits and its other borrowings, and interest received by a bank on its
loans and securities holdings, constitutes the major portion of a bank's
earnings. Thus, the earnings and growth of Seacoast and the Bank are
subject to the influence of economic conditions generally, both domestic
and foreign, and also to the monetary and fiscal policies of the United
States and its agencies, particularly the Federal Reserve. The Federal
Reserve regulates the supply of money through various means, including
open market dealings in United States government securities, the discount
rate at which banks may borrow from the Federal Reserve, and the reserve
requirements on deposits. The nature and timing of any changes in such
policies and their effect on the Company and its subsidiaries cannot be
predicted.
FDIC Insurance Assessments
The Bank is subject to FDIC deposit insurance assessments. The
Bank's deposits are primarily insured by the FDIC's Bank Insurance
Fund ("BIF"). The Bank is also a member of the Savings Association
Insurance Fund ("SAIF") to the extent that the Bank owns savings
deposits acquired in 1991 from the RTC in the American Pioneer
transaction. In 1995, the FDIC adopted a new risk-based premium
schedule which decreased the assessment rates for BIF depository
- 18 -
19
institutions. Under this schedule, which took effect for assessment
periods after June 1, 1995, the premiums range from $.04 to $.12 for every
$100 of deposits. Prior to June 1, 1995, the premiums ranged from $.23 to
$.31 for every $100 of deposit. Each financial institution is assigned
to one of three capital groups - well capitalized, adequately capitalized
or undercapitalized - and further assigned to one of three subgroups
within a capital group, on the basis of supervisory evaluations by the
institution's primary federal and, if applicable, state regulators and
other information relevant to the institution's financial condition and
the risk posed to the applicable insurance fund. The actual assessment
rate applicable to a particular institution will, therefore, depend in
part upon the risk assessment classification so assigned to the
institution by the FDIC. SAIF-insured deposits are assessed premiums for
the SAIF which have remain unchanged at $.23 to $.31 per $100 of deposits,
based upon the institution's assigned risk category and supervisory
evaluation. During the year ended December 31, 1994, and 1995, the Bank
paid $1,191,000 and $728,000, respectively, in BIF and SAIF deposit
premiums.
BIF and SAIF assessment rates are designed to increase the reserve
ratios (i.e., the ratios of reserves to insured deposits) of these funds
to 1.25%. During 1995, the BIF reached 1.25%. As a result, the FDIC
refunded BIF premiums in September 1995, and reduced BIF premiums to
almost zero as of January 1, 1996, with a nominal payment of $2,000 per
year for the best-rated banks. However, SAIF's reserve ratio was 0.47% on
December 31, 1995, and its premiums remain at $.23 to $.31 for every $100
of deposits. The level of assessments may be affected by consideration of
the levels of deposit premiums assessed on SAIF members and the much lower
levels of reserves held by the FDIC's SAIF. Any reduction in BIF premiums
could be adversely affected by the level of SAIF reserves, especially if
BIF and SAIF are combined, as various legislators and regulators have
considered. The proposals generally include a one-time "special
assessment" of approximately 0.85%, and as a result, the annual
assessments presumably would be reduced.
Community Development Act
The Community Development Act has several titles. Title I provides
for the establishment of community development financial
institutions to provide equity investments, loans and development
services to financially underserved communities. A portion of this
Title also contains various provisions regarding reverse mortgages,
consumer protections for qualifying mortgages and hearings for home
equity lending, among other things. Title II provides for small
business loan securitization and securitizations of other loans,
including authorizing a study on the impact of additional
securities based on pooled obligations. Small
- 19 -
20
business capital enhancement is also provided. Title III of the Act
provides for paperwork reduction and regulatory improvement, including
certain examination and call report issues, as well as changes in certain
consumer compliance requirements, certain audit requirements and real
estate appraisals, and simplification and expediting processing of bank
holding company applications, merger applications and securities filings,
among other things. It also provides for commercial mortgage-related
securities to be added to the definition of a "mortgage-related security"
in the Exchange Act. This will permit commercial mortgages to be pooled
and securitized, and permit investment in such instruments without
limitation by insured depository institutions. It also pre-empts state
legal investment and blue sky laws related to qualifying commercial
mortgage securities. Title IV deals with money laundering and currency
transaction reports, and Title V reforms the national flood insurance laws
and requirements. The nature, timing, and effect upon the Company of any
changes resulting from the Community Development Act cannot be predicted.
Legislative and Regulatory Changes
Various changes have been proposed with respect to restructuring and
changing the regulation of the financial services industry. FIRREA
required a study of the deposit insurance system. On February 5, 1991,
the Department of the Treasury released "Modernizing the Financial System;
Recommendations for Safer, More Competitive Banks". Among other matters,
this study analyzed and made recommendations regarding reduced bank
competitiveness and financial strength, overextension of deposit
insurance, the fragmented regulatory system and the under capitalized
deposit insurance fund. It proposed restoring competitiveness by allowing
banking organizations to participate in a full range of financial services
outside of insured commercial banks. Deposit insurance coverage would be
narrowed to promote market discipline. Risk based deposit insurance
premiums were proposed with feasibility tested through an FDIC
demonstration project using private reinsurers to provide market pricing
for risk based premiums.
Other legislative and regulatory proposals regarding changes in
banking, and the regulation of banks, thrifts and other financial
institutions and bank and bank holding company powers are being
considered by the executive branch of the Federal government,
Congress and various state governments, including Florida. Among
other items under consideration are the recapitalization of the
FDIC's SAIF and a possible combination of BIF and SAIF, changes in
or repeal of the Glass-Steagall Act which separates commercial
banking from investment banking, and changes in the BHC Act to
broaden the powers of "financial services" companies to own and
control depository institutions and engage in activities not
- 20 -
21
closely related to banking. The United States House of Representatives
has passed a bill freezing the adoption of new regulations. Certain of
these proposals, if adopted, could significantly change the regulation of
banks and the financial services industry. It cannot be predicted whether
any of these proposals will be adopted, and, if adopted, how these
proposals will affect the Company and the Bank. The United States Supreme
Court also is considering a case involving the powers of banking
affiliates to conduct insurance business in the State of Florida.
Statistical Information
Certain statistical information (as required by Guide 3) is included in
response to Item 7 of this Annual Report on Form 10-K. Certain statistical
information is included in response to Item 6 and Item 8 of this Annual
Report on Form 10-K.
- 21 -
22
ITEM 2. PROPERTIES
Seacoast and the Bank's main office occupy approximately 62,000 square
feet of a 68,000 square foot building in Stuart, Florida. The building,
together with an adjacent 10-lane drive-in banking facility and an
additional 27,000 square foot office building, are situated on
approximately eight acres of land in the center of Stuart zoned for
commercial use. The building and land are owned by the Bank, which leases
out portions of the building not utilized by Seacoast and the Bank to
unaffiliated parties.
Adjacent to the main office, the Bank leases approximately 21,400
square feet of office space to house operational departments, primarily
information systems and retail support. The Bank owns its data processing
equipment which is used for servicing bank deposits and loan accounts as
well as on-line banking services, providing tellers and other customer
service personnel with access to customers' records.
As of December 31, 1995, the net carrying value of branch offices
(excluding the main office) was approximately $7.7 million. Seacoast's
branch offices are described as follows:
Jensen Beach, opened in 1977, is a free-standing facility located in
the commercial district of a residential community contiguous to Stuart.
The 1,664 square foot bank building and land are owned by the Bank.
Improvements include three drive-in teller lanes as well as a parking lot
and landscaping.
East Ocean Boulevard, opened at it's original location in 1978 in a
2,400 square foot building leased to the Bank. It is still located on the
main thoroughfare between downtown Stuart and Hutchinson Island's
beach-front residential developments. The acquisition of American Bank
provided an opportunity for the Bank to move to a new location in April
1995. The first three floors of a four story office condominium were
acquired in the acquisition. The 4,600 square foot branch area on the
first floor has been remodeled and operates as a full service branch
including five drive-in lanes and a drive-up ATM. The remaining 2,300
square feet on the ground floor and all of the second floor has been
leased to tenants. The third floor was sold in December 1995.
Cove Road, opened in late 1983, is conveniently located to housing
developments in the residential areas south of Stuart known as Port
Salerno and Hobe Sound. The Bank's subsidiary is a general partner in a
partnership which entered into a long term land lease for approximately
four acres of property on which it constructed a 7,500 square
- 22 -
23
foot building. The Bank leases the building and utilizes approximately
40% of the available space. The balance is sublet by the Bank to other
business tenants. The Bank has improved its premises with three drive-in
lanes, bank equipment, and furniture and fixtures, all of which are owned
by the Bank.
Hutchinson Island, opened on December 31, 1984, is in a shopping center
located on a coastal barrier island, close to numerous oceanfront
condominium developments. The 2,800 square foot branch is under long term
lease to the Bank. The Bank has improved the premises with bank equipment
and three drive-in lanes, all owned by the Bank.
Rivergate, opened October 28, 1985, in 1,700 square feet of leased
space in the Rivergate Shopping Center, Port St. Lucie, Florida. The Bank
also leased approximately 800 square feet of office space nearby, which
served as administrative offices. Both of these offices were under short
term leases which expired in 1988. The Bank moved to larger facilities in
the Rivergate Shopping Center in April of 1988 under a long term lease
agreement. Furniture and bank equipment located in the prior facility
were moved to the new facility which has approximately 3,400 square feet
and three drive-in lanes.
Northport was acquired on June 28, 1986 from Citizens Federal Savings &
Loan Association of Miami. This property consists of a storefront under
long term lease in the St. Lucie Plaza Shopping Center, Port St. Lucie, of
approximately 4,000 square feet. This office was closed March 31, 1994
and the property is utilized for storage.
Wedgewood Commons opened in April 1988 and is located on an out parcel
under long term lease in the Wedgewood Commons Shopping Center, south of
Stuart on U.S. Highway 1. A 2,800 square foot building, four drive-in
lanes and bank equipment all of which is owned by the Bank are located on
the leased property.
Bayshore was opened on September 27, 1990. This branch occupies 3,520
square feet of a 50,000 square foot shopping center located in Port St.
Lucie. The Bank has leased the premises under a long term lease agreement
and has made improvements to the premises, including three drive-in lanes,
all of which are owned by the Bank.
Hobe Sound was acquired from the Resolution Trust Corporation on
December 23, 1991. This two story facility contains 8,000 square feet and
is centrally located in Hobe Sound. Improvements include two drive-in
teller lanes, an ATM, and equipment and furniture, all of which are owned
by the Bank.
- 23 -
24
Fort Pierce was acquired from the Resolution Trust Corporation on
December 23, 1991. This 2,895 square foot facility is located in the
heart of Fort Pierce and has four drive-in lanes. Equipment and furniture
are all owned by the Bank.
Martin Downs was purchased from the Resolution Trust Corporation in
February 1992. This 3,960 square foot bank building is located at a high
traffic intersection in Palm City, an emerging commercial and residential
community west of Stuart. Improvements include three drive-in teller
lanes, a new ATM, equipment and furniture.
Tiffany was purchased from the Resolution Trust Corporation in May
1992. This two story facility contains 8,250 square feet and is located
on a corner of U.S. Highway One in Port St. Lucie offering excellent
exposure in one of the fastest growing residential areas in the region.
Three drive-in teller lanes, an ATM, equipment and furniture are utilized
and owned by the Bank.
Vero Beach was purchased from the Resolution Trust Corporation in
February 1993. This 3,300 square foot bank building is located in Vero
beach on U.S. Highway One and represents the Bank's initial presence in
this Indian River County market. A leasehold interest in a long-term land
lease was acquired. Improvements include three drive-in teller lanes, an
ATM, equipment and furniture, all of which are owned by the Bank.
Beachland was opened in February 1993, in 4,000 square feet of leased
space located in a three-story commercial building on Beachland Boulevard,
the main beachfront thoroughfare, in Vero Beach, Florida. Located on the
ground floor, this facility has 2 drive-in teller lanes. An ATM,
furniture and equipment are all owned by the Bank.
Sandhill Cove was opened in September 1993, in an upscale life-care
retirement community. The 135 square foot office is located within the
facility which is located on 36 acres in Palm City, Florida. This
community will contain approximately 168 private residences.
St. Lucie West was opened in November 1994, in a 3,600 square foot
building located at 1320 S.W. St. Lucie Blvd, Port St. Lucie. This
facility has drive-up lanes, a drive-up ATM, night depository and safe
deposit boxes.
Mariner Square was acquired from American Bank in April 1995. The
3,600 square foot leased space is located on the ground floor of a three
story office building located on U.S. Highway 1 between Hobe Sound and
Port Salerno. The space was improved to be a full service branch with
drive-in lanes and an ATM, all owned by the Bank.
- 24 -
25
For additional information, refer to Notes F and I of the Notes to
Consolidated Financial Statements in the 1995 Annual Report of Seacoast
incorporated herein by reference pursuant to Item 8 of this document.
- 25 -
26
ITEM 3. LEGAL PROCEEDINGS
The Company and its subsidiary bank, because of the nature of their
business, are at times subject to numerous legal actions, threatened or
filed, in the normal course of their business. Although the amount of any
ultimate liability with respect to such matters cannot be determined, in
the opinion of management, after consultation with legal counsel, those
claims and lawsuits, when resolved, should not have a material adverse
effect on the consolidated results of operation or financial condition of
Seacoast and its subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
None.
- 26 -
27
PART II
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
The class A Common Stock is traded in the over-the-counter market and
is quoted on The Nasdaq Stock Market's National Market. There is no
established public trading market for the Class B Common Stock of
Seacoast. Information as to the quarterly high, low and last sale
quotations for the Class A Common Stock on the Nasdaq National Market is
set forth under the table captioned "Selected Quarterly Information -
Quarterly Consolidated Income Statements" on page 38 of the 1995 Annual
Report, incorporated herein by reference. As of February 16, 1995, there
were approximately 614 record holders of the Class A Common Stock and 115
record holders of the Class B Common Stock.
Seacoast's Articles of Incorporation prohibit the declaration or
payment of cash dividends on Class B Common Stock unless cash dividends
are declared or paid on Class A Common Stock in an amount equal to at
least 110% of any cash dividend on Class B Common Stock. Dividends on
Class A Common Stock payable in shares of Class A Common Stock shall be
paid to holders of Class A Common and Class B Common Stock at the same
time and on the same basis. Quarterly dividends have been paid by Seacoast
since the fiscal quarter ended March 31, 1984. Information as to the
dividend amounts declared in each quarter for the past two fiscal years is
presented in the table captioned "Selected Quarterly Information -
Quarterly Consolidated Income Statements" on page 38 of the 1995 Annual
Report incorporated herein by reference. See Exhibit 13.
Cash dividends of $.45 per share of Class A Common Stock and $.409 per
share of Class B Common Stock were paid during 1993. In 1994 cash
dividends of $.49 per share of Class A Common Stock and $.445 per share of
Class B Common Stock were paid. In 1995 cash dividends of $.54 per share
of Class A Common Stock and $.489 per share of Class B Common Stock were
declared.
Dividends from the Bank are Seacoast's primary source of funds to pay
dividends on Seacoast capital stock. Under the National Bank Act, the
Bank may in any calendar year, without the approval of the OCC, pay
dividends to the extent of net profits for that year, plus retained net
profits for the preceding two years (less any required transfers to
surplus). The need to maintain adequate capital in the Bank also limits
dividends that may be paid to Seacoast. Information regarding a
restriction on the ability of the Bank to pay dividends to Seacoast is
contained in Note B of the "Notes to Consolidated Financial Statements"
contained on page 46 of the 1995 Annual Report and is incorporated
- 27 -
28
herein by reference. See "Supervision and Regulation" contained in
Part I, Item 1 of this document, and Exhibit 13.
The OCC and Federal Reserve have the general authority to limit the
dividends paid by insured banks and bank holding companies, respectively,
if such payment may be deemed to constitute an unsafe or unsound practice.
If, in the particular circumstances, the OCC determines that the payment
of dividends would constitute an unsafe or unsound banking practice, the
OCC may, among other things, issue a cease and desist order prohibiting
the payment of dividends. This rule is not expected to adversely affect
the Bank's ability to pay dividends to Seacoast. See text under the
heading "Supervision and Regulation" contained in Part I, Item 1.
Each share of Class B Common Stock is convertible by its holder into
one share of Class A Common Stock at any time prior to a vote of
shareholders authorizing a liquidation of Seacoast.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data is incorporated herein by reference under the
caption "Financial Highlights" on page 3 of the 1995 Annual Report. See
Exhibit 13.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results
of Operations, under the caption "Financial Review - 1995 Management's
Discussion and Analysis", on pages 20 through 35 of the 1995 Annual Report
is incorporated herein by reference. See Exhibit 13.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of Arthur Andersen LLP, independent certified public
accountants, and the consolidated financial statements are included on
pages 40 through 53 of the 1995 Annual Report and are incorporated herein
by reference. "Selected Quarterly Information - Consolidated Quarterly
Average Balances, Yields & Rates" and Quarterly Consolidated Income
Statements" included on pages 36 through 38 of the 1995 Annual Report are
incorporated herein by reference. See Exhibit 13.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
- 28 -
29
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning the directors and executive officers of
Seacoast is set forth under the headings "Proposal One - Election
of Directors" and "Executive Officers" on pages 3 through 8 in the
1996 Proxy Statement and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information set forth under the headings "Proposal One - Election
of Directors - Compensation of Executive Officers", "Salary and
Benefits Committee Report", "Summary Compensation Table", "Grants
of Options/SARs in 1995", "Aggregated Options/SAR Exercises in 1995
and 1995 Year-End Option/SAR Values", "Pension Plan", "Employment
and Severance Agreements", and "Information About the Board of
Directors and its Committees" on pages 8 through 17 of the 1996
Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Information set forth under the headings, "Proposal One - Election
of Directors - General" on pages 2 through 8, "Proposal One -
Election of Directors - Management Stock Ownership" on page 8, and
"Principal Shareholders" on page 23 in the 1996 Proxy Statement,
relating to the number of shares of Class A Common Stock and Class
B Common Stock beneficially owned by the directors of Seacoast, all
such directors and officers as a group and certain beneficial
owners is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information set forth under the heading "Proposal One - Election of
Directors - Certain Transactions and Business Relationships" on
page 16 of the 1996 Proxy Statement is incorporated herein by
reference.
- 29 -
30
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
a) 1 List of all financial statements
The following consolidated financial statements and report of
independent certified public accountants of Seacoast, included in
the 1995 Annual Report are incorporated by reference into Item 8 of
this Annual Report on Form 10-K.
Report of Independent Certified Public Accountants
Consolidated Balance Sheets as of December 31, 1995 and 1994
Consolidated Statements of Income for the years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
a) 2 List of Financial Statement Schedules
Schedules to the consolidated financial statements required by
Article 9 of Regulation S-X are not required under the related
instructions or are inapplicable, and therefore have been omitted.
a) 3 Listing of Exhibits
The following Exhibits are filed as part of this report in Item 14
(c):
Exhibit 3.1 Articles of Incorporation, as amended
Incorporated herein by reference from registrant's Annual Report on
Form 10-K, File No. 0-13660, dated March 31, 1989
Exhibit 3.2 By-laws of the Corporation, as amended
Incorporated herein by reference from Exhibit 3.2 of Registrant's
Annual Report on Form 10-K, File No. 0-13660, dated March 17, 1992
Exhibit 4.1 Specimen Class A Common Stock Certificate
Incorporated herein by reference from Exhibit 4.1 of the
Registrant's Registration Statement on Form S-1, File No. 2-88829
Exhibit 4.2 Specimen Class B Common Stock Certificate
Incorporated herein by reference from Exhibit 4.2 of registrant's
Registration Statement on Form S-1, File No. 2-88829
- 30 -
31
Exhibit 10.1 Profit Sharing Plan
Incorporated herein by reference from registrant's Registration
Statement on Form S-8, File No. 33-22846, dated July 18, 1988
Exhibit 10.2 Employee Stock Purchase Plan
Incorporated herein by reference from registrant's Registration
Statement on Form S-8 File No. 33-25267, dated November 18, 1988
Exhibit 10.3 Amendment #1 to the Employee Stock Purchase
Plan
Incorporated herein by reference from registrant's Annual Reports
on Form 10-K, dated March 29, 1991
Exhibit 10.4 Executive Employment Agreement
Dated March 22, 1991 between A. Douglas Gilbert and the Bank,
incorporated herein by reference from registrant's Annual Reports
on Form 10-K, dated March 29, 1991
Exhibit 10.5 Executive Employment Agreement
Dated January 18, 1994 between Dennis S. Hudson, III and the Bank,
incorporated herein by reference from registrant's Annual Reports
on Form 10-K, dated March 28, 1995.
Exhibit 10.6 Executive Employment Agreement
Dated July 31, 1995 between C. William Curtis, Jr. and the Bank
Exhibit 13 1995 Annual Report
The following portions of the 1995 Annual Report are
incorporated herein by reference:
Financial Highlights
Financial Review - Management's Discussion and Analysis
Selected Quarterly Information - Quarterly Consolidated
Income Statements
Selected Quarterly Information - Consolidated Quarterly
Average Balances, Yields & Rates
Financial Statements
Notes to Consolidated Financial Statements
Financial Statements - Report of Independent Certified
Public Accountants
Exhibit 21 Subsidiaries of Registrant
Incorporated herein by reference from Exhibit 22 of Registrant's
Annual Report on Form 10-K, File No. 0-13660, dated March 17, 1992
Exhibit 23 Consent of Independent Certified Public
Accountants
- 31 -
32
b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of 1995.
c) Exhibits
The response to this portion of Item 14 is submitted as a separate
section of this report.
d) Financial Statement Schedules
None
- 32 -
33
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Stuart, State of Florida, on the 28th day of March, 1996.
SEACOAST BANKING CORPORATION OF FLORIDA
(Registrant)
By: /s/ Dale M. Hudson
-----------------------------------------
Dale M. Hudson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
Date
---------------
/s/ Dennis S. Hudson, Jr. March 28, 1996
- --------------------------------------------
Dennis S. Hudson, Jr., Chairman of the Board
and Director
/s/ Dale M. Hudson March 28, 1996
- --------------------------------------------
Dale M. Hudson, President, Chief Executive
Officer and Director
/s/ Dennis S. Hudson, III March 28, 1996
- --------------------------------------------
Dennis S. Hudson, III Executive Vice
President, Chief Operating Officer and
Director
/s/ William R. Hahl March 28, 1996
- --------------------------------------------
William R. Hahl, Senior Vice President and
Chief Financial Officer
/s/ Jeffrey C. Bruner March 28, 1996
- --------------------------------------------
Jeffrey C. Bruner, Director
/s/ John H. Crane March 28, 1996
- --------------------------------------------
John H. Crane, Director
/s/ Evans Crary, Jr. March 28, 1996
- --------------------------------------------
Evans Crary, Jr., Director
- --------------------------------------------
John R. Santarsiero, Jr., Director
/s/ Thomas H. Thurlow, Jr. March 28, 1996
- --------------------------------------------
Thomas H. Thurlow, Jr., Director
- 33 -
34
EXHIBITS INDEX
Exhibit 10.6 Executive Employment Agreement
Exhibit 13 1995 Annual Report
Exhibit 23 Consent of Independent Certified Public Accountants
Exhibit 27 Financial Data Schedule (for SEC use only)
- 34 -