As filed with the Securities and Exchange Commission on April 12, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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LAKELAND FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 35-1559596
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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202 East Center Street
P.O. Box 1387
Warsaw, Indiana 46581
(219) 267-6144
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Michael L. Kubacki
President and Chief Executive Officer
Lakeland Financial Corporation
202 East Center Street
P.O. Box 1387
Warsaw, Indiana 46581
(219) 267-6144
(Name, address, including zip code, and telephone number, including area code,
of Administrator for service)
With copies to:
John E. Freecheck, Esq.
Barack Ferrazzano Kirschbaum Perlman & Nagelberg
333 West Wacker Drive, Suite 2700
Chicago, Illinois 60606
(312) 984-3100
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans, please check the
following box: |X|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: |_|
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class Amount to be Offering Price Aggregate Amount of
of Securities to be Registered Registered (1) per Share (2) Offering Price (2) Registration Fee
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Common Stock, No Par Value 500,000 Shares $13..25 $6,625,000 $1,749
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Act"), this Registration Statement also registers such
indeterminate number of additional shares as may be issuable under
the Plan in connection with share splits, share dividends or similar
transactions.
(2) Estimated pursuant to Rule 457(c) under the Act solely for the
purpose of calculating the registration fee and based, in accordance
with Rule 457(c), upon the average of the high and low prices of the
shares of the Registrant's Common Stock as reported on The Nasdaq
Stock Market on April 7, 2000.
LAKELAND FINANCIAL CORPORATION
500,000 Shares
Common Stock, No Par Value
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan described herein
offers the holders of common stock, no par value, of Lakeland Financial
Corporation a simple and convenient method of automatically purchasing
additional shares of common stock. Our shareholders who participate in the
plan will have the cash dividends paid on their shares of common stock
automatically reinvested in shares of common stock. Participation may be with
regard to the full number of shares of common stock held. Participants may
also make optional cash purchases in amounts of at least $100 per calendar
quarter; provided, however, that the aggregate amount of additional cash
purchases may not exceed $5,000 per calendar quarter for each participant
account.
This prospectus relates to 500,000 authorized and unissued or
treasury shares of our common stock registered for sale under the plan,
together with any additional shares resulting from any stock splits,
dividends, recapitalizations or similar transactions. Shares of common stock
acquired for the plan will generally be purchased in the open market or
through privately negotiated transactions, but may also be purchased from us
directly. The purchase price of shares purchased in the open market or in
negotiated transactions will be the average price per share paid for all of
the shares purchased for the plan with the proceeds of a single dividend
and/or additional amounts received from all participants for a single
additional purchase. The purchase price of shares purchased from us will be
the fair market value per share, as further described herein, on the date of
the purchase. shareholders who do not elect to participate in the plan will
continue to receive dividends, as declared and paid, by check or advice of
credit. Participants will have their dividends, as declared and paid,
automatically reinvested as further described herein.
It is suggested that this prospectus be retained for future
reference.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS
OR SAVINGS DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ___________, 2000
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act, and in accordance therewith file reports, proxy and information
statements and other information with the Securities and Exchange Commission.
Such reports, proxy statements and other information concerning us can be
inspected and copied at the public reference facilities of the Securities and
Exchange Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, as well as the Securities and Exchange Commission's Regional Offices at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 75 Park
Place, Room 1400, New York, New York 10007. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Such reports, proxy statements and other information may be obtained,
upon written or oral request to us. Please direct all requests for such
documents to Lakeland Financial Corporation, Attn: Treasurer, P.O. Box 1387,
Warsaw, Indiana 46581, (219) 267-6144.
We have filed with the Securities and Exchange Commission a
registration under the Securities Act of 1933 with respect to the common stock
being offered pursuant to this registration statement on form S-3 to this
prospectus. This prospectus does not contain all the information set forth in
the registration statement, certain parts of which are omitted in accordance
with the rules and regulations of the Securities and Exchange Commission. For
further information with respect to us and the common stock offered hereby,
reference is made to the registration statement, including the exhibits
thereto and documents incorporated by reference. Statements contained in this
Prospectus concerning the provisions of such documents are necessarily
summaries of such documents and each such statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Securities and Exchange Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously or concurrently filed by us with
the Securities and Exchange Commission are hereby incorporated by reference
into this registration statement:
(a) Our Annual Report on Form 10-K for the year ended December 31, 1999;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act, since the end of the last fiscal year; and
(c) The description of our common stock, no par value, contained in our
Registration Statement on Form S-14 and all amendments or
reports filed for the purpose of updating such description.
All documents filed by us after the date of this prospectus pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act, and
prior to the termination of this offering, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any such statements as modified or superseded shall be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
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THE COMPANY
Lakeland Financial Corporation is a one-bank holding company that
operates through Lake City Bank, with its headquarters in Warsaw, Indiana.
Lake City Bank is a community bank, with 44 branches in 15 counties in north
central Indiana, primarily in non-metropolitan areas. Lake City Bank's goal is
to have the look and feel of a local community bank, but have the technical
sophistication to develop and maintain commercial customers whose needs we can
accommodate.
Our principal executive office is located at 202 East Center Street,
Warsaw, Indiana 46580 and its telephone number is (219) 267-6144.
THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following question and answer format constitutes the Dividend
Reinvestment and Stock Purchase Plan. The plan is supplemented by the
Shareholder Investment Services Agreement which will exist between the
shareholders participating in the plan and Lake City Bank, Trust and
Investments Division, Warsaw, Indiana, which will administer the plan.
1. What is the purpose of the plan?
The purpose of the plan is to provide participating shareholders with
a simple and convenient method of investing cash dividends paid by us
on our shares of common stock into additional shares of common stock.
Lake City Bank will generally purchase shares of common stock in the
open market or in negotiated transactions, but Lake City Bank may
also purchase authorized but unissued or treasury shares of common
stock directly from us. We will not receive any funds from the
purchases of shares of common stock made by the plan in the open
market or through privately negotiated transactions. If authorized
but unissued shares or treasury shares of common stock are purchased
from us for use in the plan, we will apply the proceeds to general
corporate purposes.
2. Who is eligible to participate?
All holders of record of our common stock are eligible to participate
in the plan. Shareholders whose shares are registered in names other
than their own (for instance, in the name of a broker or bank
nominee) must either become holders of record by having their shares
transferred into their own names, or must instruct their broker or
nominee to act for them with respect to becoming a participant and
for any elections to be made under the plan. Shareholders with
questions regarding their eligibility to participate in the plan
should contact Lake City Bank at the address provided in Question 4.
3. What are the advantages of the plan?
Participants in the plan will gain the following advantages:
- the ability to purchase additional shares of common stock
automatically with no additional action required;
- reinvestment of dividends through the purchase of shares of
common stock without the payment of any brokerage commissions;
- full investment use of funds because the plan is able to
credit accounts with fractional shares; and
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- the avoidance of cumbersome safekeeping and record-keeping
costs due to the custodial service and reporting which are
provided as part of the plan.
4. Who administers the plan for participants?
Lake City Bank, Trust and Investments Division, Warsaw, Indiana,
administers the plan, serves as administrator for participants, keeps
records, sends statements of account to participants and performs
other duties related to the plan. Shares of common stock purchased
under the plan will be registered in the name of Lake City Bank (or
its nominee) and credited to the account of individual participants.
All communications to Lake City Bank regarding the plan should be
addressed to: Lake City Bank, Trust and Investments Division, P.O.
Box 1387, Warsaw, Indiana 46581-1387, (219) 267-6144.
5. How does a shareholder participate?
A shareholder may join the plan at any time by completing and signing
the Shareholder Authorization Card and returning it to Lake City
Bank. Such authorization will be effective as of the first dividend
payment date after receipt by Lake City Bank of the Authorization
Card, provided that it is received on or before the record date for
that dividend. All authorizations currently on file are deemed to
remain in effect until terminated by the respective shareholders.
Additional Shareholder Authorization Cards and pre-addressed,
postage-paid return envelopes may be obtained by writing to Lake City
Bank.
6. What are the features under the plan?
Participants must elect to reinvest dividends on all certificated
shares of common stock then or subsequently held, and reinvest
dividends paid on all shares of common stock held or subsequently
held by the plan.
Under this option, Lake City Bank will automatically reinvest all
dividends paid on shares of common stock held by the plan until
participation with respect to these shares is terminated. For
information regarding the termination of participation, see Question
21. The Shareholder Authorization Card allows shareholders to
indicate how they wish to participate in the plan by checking the
appropriate box.
Participants may also contribute cash to the plan in amounts not less
than $100 and not more than $5,000 per quarter to be used by Lake
City Bank to purchase additional shares of common stock for the
participant's account (see Questions 24-27), and may send to Lake
City Bank for safekeeping any certificated shares of common stock
which they currently hold or subsequently acquire provided the shares
sent to Lake City Bank for safekeeping are participating in the plan,
i.e., the respective shareholder has elected to have the dividends on
such shares reinvested through the plan (see Question 16).
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7. When may a shareholder join the plan?
A shareholder may join the plan at any time. If Lake City Bank
receives a participant's Shareholder Authorization Card on or before
the record date established for a particular dividend, reinvestment
will commence with that dividend. We currently pay dividends on the
25th day of January, April, July and October (or, if not a business
day, the immediately following business date). If the Shareholder
Authorization Card is received after the record date established for
a particular dividend, then the reinvestment of dividends will not
begin until the next dividend payment date. Cash contributions made
to Lake City Bank prior to the last business day of the month
preceding the dividend payment date will be applied to the
acquisition of common stock on the dividend payment date or within
thirty (30) days thereafter. A participant may withdraw the entire
optional cash investment if Lake City Bank receives written request
for a refund more than two (2) weeks before the funds are to be
invested.
8. How does the reinvestment of dividends work?
The plan works automatically. Instead of sending dividend payments on
participating shares to participants, we forward these payments to
Lake City Bank. Lake City Bank will automatically reinvest such
funds, reduced by any required withholding for federal income tax
purposes (see Question 20), in additional shares of common stock.
9. When and at what price will shares of common stock be purchased under
the plan?
Lake City Bank will use dividend proceeds and any amounts received
from participants for additional cash purchases to purchase common
stock as soon as practicable (typically within five business days),
but in no event later than 30 days after the payment date of the
dividend or receipt of the additional funds, except where necessary
to comply with federal securities laws. Lake City Bank will generally
purchase shares of common stock in the open market, as such market
exists, at the then prevailing market price. If shares are purchased
in the open market, it is unlikely that all of the shares purchased
for participants on any given purchase date will be purchased at the
same price. The price at which Lake City Bank will be deemed to have
acquired shares for each participant's account will be the average
price of all shares purchased by it, as shareholder for all
participants in the plan, with the proceeds of a single cash dividend
or with additional amounts received from participants on such date.
Lake City Bank may also purchase shares directly from us, in which
case the purchase price of such shares will be the lower of (i) the
last closing price of the shares on the dividend payment date or (ii)
the average of the closing prices of the common stock, as quoted on
The Nasdaq Stock Market, for the five trading days immediately prior
to the date of the purchase. In making purchases for each
participant's account, Lake City Bank may commingle such
participant's funds with those of other participants.
10. How many shares of common stock will be purchased for participants?
The number of shares to be purchased depends upon the amount of
shares the participant has participating in the plan, the amount of
dividends paid on those shares, as reduced by any withholding for
federal income tax purposes (see Question 20), any additional amounts
sent to Lake City Bank for additional purchases and the purchase
price of the common stock. Each participant's account will be
credited with the number of shares, including fractions computed to
six decimal places, purchased under the plan.
11. Are there any expenses to participants in connection with purchases
under the plan?
With the exception of sales transactions, special statement
reporting, and fees for re-registering or transferring shares, all
brokerage commission, service charges, and other costs associated
with the administration of the plan will be paid by us. We will pass
through any commissions and services charges on the sale of shares.
Lake City Bank will assess normal processing fees for special
statements or for transferring or re-registering shares.
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12. What kind of reports will be sent to participants?
Following each purchase of shares for a participant's account, Lake
City Bank will mail to the participant a statement of account showing
the amount invested, purchase price, number of shares purchased,
service charges (which will generally be zero) and other similar
information for the year-to-date. These statements will be a complete
record of each participant's purchases and should be retained for
income tax and other purposes. In addition, each participant will
receive copies of all communications sent to record holders of common
stock, including our Annual Report to Shareholders, a notice of the
annual meeting, proxy statements and Internal Revenue Service ("IRS")
information for reporting dividend income received.
13. Will dividends paid on the shares of common stock held in
participants' accounts under the plan be automatically reinvested?
As the record holder for any shares of common stock held in
participants' accounts under the plan, Lake City Bank will receive
dividends paid on all such shares held by the plan on the dividend
record date, will credit such dividends to individual participants'
accounts on the basis of full and fractional shares held and will
automatically reinvest such dividends, reduced by any withholding for
federal income tax purposes (see Question 20), in additional shares
of common stock.
14. May a participant change options under the plan?
A participant may elect at any time to change his or her level of
participation by requesting and executing a new Shareholder
Authorization Card and returning it to Lake City Bank. Shareholder
Authorization Cards may be obtained by contacting Lake City Bank.
Changes in the level of participation will be effective in the same
manner as the initial authorization for participation.
15. Will certificates be issued for shares of common stock purchased under
the plan?
Shares purchased by Lake City Bank for a participant's account will
be registered in the name of Lake City Bank or its nominee and will
be held by Lake City Bank for safekeeping. This feature protects
against loss, theft or destruction of stock certificates. The number
of shares credited to the account of a participant under the plan
will be shown on the statement of account sent to each participant.
If a participant is reinvesting cash dividends with respect to his or
her certificated shares, no certificates will be issued for the
shares purchased with the dividends paid on such certificated
shares unless certificates are expressly requested. Certificates
representing fractional shares will not be issued under any
circumstances.
16. How does the share "safekeeping" service work?
In addition to retaining the shares purchased under the plan, Lake
City Bank provides a "safekeeping" service under which any
certificated shares of common stock sent by a participant to Lake
City Bank for safekeeping are held for the participant in a custodial
account until certificates are requested. This safekeeping service is
available for certificated shares of common stock that a shareholder
currently owns and for any certificated shares of common stock which
a shareholder subsequently acquires. Shareholders must be
participants to use the safekeeping service.
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If a shareholder would like Lake City Bank to hold shares which he or
she currently holds or subsequently acquires, the shareholder should
send the certificates to Lake City Bank at the address provided in
Question 4. There is no charge for the safekeeping service.
Shareholders may at any time request that certificates be issued for
all or a portion of their shares held for safekeeping by contacting
Lake City Bank in writing. Certificates for fractional shares will
not be issued. There is no charge for issuing certificates for shares
held for safekeeping.
17. May a participant receive certificated shares purchased under the
plan?
A participant may at any time withdraw all or a portion of the shares
credited to his or her account under the plan and receive
certificates representing such shares by notifying Lake City Bank in
writing that he or she wishes to withdraw shares and specifying the
number of whole shares to be received. This notice should be mailed
to Lake City Bank at the address provided in Question 4. Certificates
for whole shares of common stock which are withdrawn will be
registered in the name of and issued to the participant. In no case
will certificates representing fractional shares be issued.
All future dividends paid on withdrawn shares and on shares remaining
in the participant's account will continue to be reinvested until
five days after Lake City Bank receives written notice of termination
(see Question 21).
18. What happens to any fractional share when a participant requests
certificated shares from the plan?
If a participant's account from which the complete withdrawal of
shares is requested contains a fractional share, a cash payment equal
to the current market price of the common stock, as determined by
Lake City Bank, multiplied by such fraction, together with
certificates for the whole shares, will be mailed directly to the
participant.
19. What happens to a participant's plan account if all certificated
shares of common stock in the participant's own name are transferred
or sold?
If a participant disposes of all shares of common stock for which he
or she hold certificates or which are held by a broker on their
behalf (i.e., shares which are not held by the plan), dividends on
all shares of common stock held by Lake City Bank in the
participant's account, including dividends paid on shares held by
Lake City Bank for safekeeping, will continue to be reinvested until
Lake City Bank is notified that the participant wishes to completely
or partially terminate his or her participation in the plan.
20. What are the federal income tax consequences of participation in the
plan?
The following general information is provided solely for
informational purposes. The information provided in this section or
elsewhere in this document should not be construed as tax advice.
Under IRS rulings in connection with similar plans, a participant
will be treated for federal income tax purposes as having received a
dividend on the dividend payment date equal to the fair market value
on the dividend payment date of the shares purchased with reinvested
dividends. The amount of dividends reinvested will be eligible, in
the case of corporate shareholders, for any dividends received
deduction available under the Internal Revenue Code of 1986, as
amended (the "Code").
If the participant is not subject to the "backup" withholding of
federal income tax, the full amount of dividends received will be
used to purchase shares under the plan; however, if the participant
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is subject to "backup" withholding, the amount of federal income tax
withheld will reduce the amount available to purchase shares.
Generally, a participant is subject to "backup" withholding if: (i)
the participant fails to certify to us his or her social security
number and that he or she is not subject to "backup" withholding;
(ii) the IRS notifies us that an incorrect number was furnished; or
(iii) the participant is notified that he or she is subject to
"backup" withholding under ss.3406(a)(1)(C) of the Code. Each
participant will be required to furnish a Form W-9 to Lake City Bank
which contains the required certifications to have dividends on
shares enrolled in the plan reinvested without withholding.
In the case of foreign shareholders, taxable income under the plan is
subject to federal income tax withholding, and Lake City Bank will
make reinvestments net of the amount of tax required to be withheld.
Regular statements of account confirming purchases made for foreign
participants will indicate the amounts of tax withheld.
The tax basis of any shares acquired through the plan will be the
fair market value of such shares on the purchase date plus any
commissions or fees paid in connection with the acquisition of the
shares. The holding period for shares acquired through the plan will
begin on the day after the purchase date.
A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account
under the plan, either upon a request for withdrawal of such shares
or upon the termination of participation in the plan; however, upon
withdrawal from the plan, a participant who receives a cash payment
for a fractional share held in the participant's account will, if the
shares are held as a capital asset, realize a capital gain or loss,
measured by the difference between the amount of cash received by the
participant and the participant's basis in the fractional share
(which will generally be equal to the price at which such fraction
was credited to the participant's account).
For further information as to the tax consequences of participation
in the plan and sale of shares received under the plan, participants
should consult their own tax advisors.
21. How does a participant terminate participation in the plan?
Participants may completely or partially discontinue the reinvestment
of their dividends under the plan at any time by notifying Lake City
Bank in writing to that effect. Notice of complete termination of
participation in the plan should be sent to Lake City Bank at the
address provided in Question 4. To prevent the reinvestment of
dividends in accordance with the plan, notice of termination must be
received at least five days prior to the dividend record date for the
next dividend to be paid. Participants may decrease (or increase)
their level of participation in the plan by returning to Lake City
Bank a properly completed Shareholder Authorization Card on or before
the record date for which the change is to be effective.
22. What happens if we issue a stock dividend or declare a stock split?
Any stock dividend or shares resulting from stock splits with respect
to shares held in a participant's account will be credited to the
participant's account, and all dividends paid on such shares will be
reinvested until the participant terminates his or her participation
in the plan with respect to such shares (see Question 21).
23. How will a participant's plan shares be voted at each meeting of
shareholders?
Each participant will be sent proxy forms representing both the
shares registered in his or her own name and the shares held in his
or her plan account. When signed and returned, such proxies will be
voted as directed. If the participant does not have shares registered
in his or her own name, the participant will be sent a proxy form on
which to indicate how the shares held in his or her plan account are
to be voted. If the proxy card or instruction form is not returned,
or if it is returned unsigned by the participant, none of the
participant's shares to which the proxy pertains will be voted.
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24. How does the optional cash purchase feature of the plan work?
Each participant may purchase additional shares of common stock in
addition to those shares purchased through the reinvestment of
dividends by making optional cash payments to Lake City Bank (as
provided in Question 25). No optional cash payment may be in an
amount less than $100 or more than $5,000 per participant account per
quarter. Lake City Bank will generally purchase common stock with any
optional cash payment received from a participant within five days of
receipt of such amount, but reserves the right to hold such amounts
for up to 30 days if market conditions or administrative factors make
earlier investment impracticable. No interest will be paid by us or
Lake City Bank on optional cash payments held pending investment. We
reserve the right to deem any two or more plan accounts to be
"affiliated accounts," in its sole discretion and without prior
notice, and to further limit the aggregate quarterly amount of
optional cash purchases which may be made by any such affiliated
accounts.
25. How are optional cash payments made?
An initial optional cash payment may be made by a participant when
joining the plan by enclosing a check or money order, payable to
"Lake City Bank" with the Shareholder Authorization Card. Thereafter,
optional cash payments may be made to Lake City Bank by the last
business day of the month preceding the dividend payment date.
Dividends are currently paid on the 25th day of January, April, July,
and October. If the 25th day of such month does not occur on a
business day, the dividends are currently paid on the immediately
following business date. The participant should send a check in an
amount of not less than $100 or more than $5,000 to Lake City Bank
with a completed cash payment form, which form will be attached to
each statement of account sent to participants.
26. Is there an obligation to make optional cash payments?
There is no obligation to make an optional cash payment in any
quarter, and the same amount of optional cash payment need not be
made each quarter. However, no optional cash payment will be accepted
in an amount less than $100 or more than $5,000 for each unaffiliated
plan account.
27. May optional cash payments be returned to a participant?
Optional cash payments will be returned by Lake City Bank, without
interest, upon written request only if it is practicable to do so
prior to the purchase of shares with such amounts. Optional cash
payments are generally invested into shares of common stock within
five business days of receipt by Lake City Bank. Additionally, Lake
City Bank will return, without interest, any optional cash payments
sent to Lake City Bank if Lake City Bank determines that the purchase
of shares with such amounts is impracticable or if we have advised
Lake City Bank that the amounts will be used by an affiliated account
(see Question 24) for impermissible purchases.
28. Can participants sell shares through Lake City Bank?
A participant may sell any or all shares held in the plan or held by
Lake City Bank for safekeeping by notifying Lake City Bank in
writing. Shares enrolled in the plan but held by the participant in
certificated form may also be sold through Lake City Bank after
depositing these shares with Lake City Bank. Any brokerage commission
or service charge (see Question 11), any amount required to be
withheld for income tax purposes and any applicable transfer taxes
incurred in connection with the sale of shares by Lake City Bank will
be deducted from the proceeds of such sale. Sales will generally be
made within five business days following receipt of the written
request to sell, but Lake City Bank reserves the right to delay such
sales for up to 30 days if market conditions or administrative
factors make an earlier sale impracticable. Proceeds will be sent to
the respective participant as soon as is practicable following the
sale of the shares.
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29. Are there any restrictions on the transferability of common stock
purchased under the plan?
In general, no resale restrictions should apply to the resale or
other transfer of shares of common stock purchased under the plan.
The shares of common stock to be purchased by Lake City Bank for
participants generally will have been registered by us pursuant to
the federal securities laws, although Lake City Bank may purchase
shares in the open market or in private transactions which have not
been so registered. In either case, certain resale restrictions may
apply if a participant is an affiliate of Lakeland Financial or Lake
City Bank.
30. Who interprets the plan?
Any questions of interpretation arising under the plan will be
determined by our board of directors, or by an authorized officer
with respect to any determinations regarding affiliated accounts (see
Question 24), and any such determinations will be final.
31. May the plan be changed or discontinued?
While we hope to continue a Dividend Reinvestment and Stock Purchase
Plan indefinitely, we may modify, amend, suspend, or terminate the
plan, or any shareholder's interest therein, at any time, including
the period between a dividend record date and the related dividend
payment date, upon the giving of ninety (90) days prior written
notice to each affected participant and, in the case of the
modification, amendment, suspension, or termination of the plan,
thirty (30) days prior written notice to each non-participating
shareholder. If the plan is amended or restated, a current
participant will automatically be enrolled unless the participant
gives written notice to the contrary. We also reserve the right to
terminate any shareholder's participation in the plan at any time.
32. What is the responsibility of the plan administrator?
In administering the plan, neither Lakeland Financial nor Lake City
Bank will be liable for any act done in good faith or for any good
faith omission to act including, without limitation, any claim or
liability arising from: (i) the prices at which shares are purchased
for a participant's account; (ii) the time when purchases are made;
(iii) any fluctuations in the market value of the common stock; (iv)
the failure to terminate a deceased participant's account prior to
receipt by Lake City Bank of written notice of such death; or (v) the
failure to make optional cash purchases for any account deemed to be
an affiliated account (see Question 24). Neither Lakeland Financial,
Lake City Bank nor our respective administrators can provide any
assurance of a profit or protection against a loss with respect to
any shares purchased or held for safekeeping under the plan.
10
USE OF PROCEEDS
We will not receive any proceeds from the plan on purchases made on
the open market or in privately negotiated transactions. Net proceeds to us
from the sale of treasury or authorized but unissued shares of common stock to
the plan will be used for general corporate purposes, including investments in
or advances to its subsidiaries.
DETERMINATION OF PRICE
The purchase price of shares of common stock purchased in the open
market or in negotiated transactions will be the average price per share paid
for all of the shares purchased by Lake City Bank for the plan for the payment
of a single dividend and/or the investment of additional amounts sent to Lake
City Bank by participants. As provided in the plan, the purchase price of
shares purchased under the plan from us will be the lower of (i) the last
closing price of the shares on the dividend payment date or (ii) the average
of the closing price of the common stock, as quoted on The Nasdaq Stock
Market, for the five trading days immediately prior to the date of the
purchase.
LEGAL OPINION
Certain legal matters in connection with the issuance of the common
stock offered through this prospectus are being passed upon for us by Barack
Ferrazzano Kirschbaum Perlman & Nagelberg, Chicago, Illinois.
EXPERTS
Our consolidated financial statements as of December 31, 1999 and
1998, and for each of the years in the three-year period ended December 31,
1999, have been incorporated by reference herein and in the registration
statement in reliance upon the report of Crowe, Chizek and Company LLP,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
11
EXHIBIT A
- - ------------------------------------------------------------------------------
Shareholder Investment Services Agreement
1. As agent for the shareholder (the "Participant") of Lakeland
Financial Corporation (the "Company"), Lake City Bank (the "Agent"), after
deducting the commissions and service charges specified below, will apply all
cash dividends paid on the shares of the Company's common stock held by the
Participant or by the Agent for safekeeping and on any full shares or
fractional interest in one share (to six decimal places) acquired by the
Participant through the Dividend Reinvestment and Stock Purchase Plan (the
"Plan") or otherwise, and will apply all cash payments of $100 to $5,000
received in any one calendar quarter from the Participant for such purpose to
the purchase of full and fractional shares of the Company's common stock for
the Participant's account (the "Account").
Such purchases may be made directly from the Company, on any
securities exchange where such shares are traded, in the over-the-counter
market or in negotiated transactions, and may be on such terms as to price,
delivery and otherwise as the Agent, in its sole discretion, may determine. In
making purchases for the Participant's Account, the Agent may commingle the
Participant's dividends and cash payments with those of other participants in
the Plan ("Participants"). In the case of each purchase, the price at which
the Agent shall be deemed to have acquired shares for the Participant's
Account shall be the average price of all shares purchased by it for
Participants with their aggregate funds used for such purchase. The Agent may
hold the shares of all Participants together in its name or in the name of its
nominee. The Agent shall have no responsibility as to the market value of the
Company's common stock acquired for the Participant's Account. Dividends will
be invested by the Agent promptly after receipt, and in no event will
dividends or cash payments be invested by the Agent later than 30 days after
receipt except where necessary to comply with Rule 10b-18 under the Securities
Exchange Act of 1934, as amended, or other applicable provisions of the
federal securities laws. It is understood that, in any event, the Agent shall
have no liability in connection with such inability to purchase shares or the
timing of any purchases. Funds held by the Agent for the Participant will not
bear interest. The Participant may withdraw his or her entire cash payment by
written notice received by the Agent not less than five days before such
payment is to be invested.
2. Following each purchase, the Agent will send to the Participant if
his or her funds have been applied to such purchase an advice of transactions
in the Account since the last prior purchase for the Account, including a
statement showing the current shares in the Account.
3. No certificate will be issued to the Participant for shares in his
or her Account unless the Participant so requests of the Agent in writing, or
the Account is terminated. Upon written request, the Agent will send the
Participant certificates for any full shares credited to the Account. No
certificate for a fractional share will be issued. Under the Plan, dividends
on a fractional interest in a share will be credited to the Participant's
Account.
4. Any brokerage commissions incurred by the Agent for selling shares
for a Participants Account will be passed through to the Participant. Any
brokerage commission will be deducted from the proceeds of the sale to be sent
to the Participant. The Agent may also charge for additional services
performed at the request of the Participant and not provided for herein.
5. It is understood that the reinvestment of the Participant's
dividends will not relieve the Participant of any taxes which may be payable
on such dividends. The Agent will report annually to the Participant the
amount of dividends credited to the Account during the year.
6. The Agent will send to the Participant a form of proxy
representing all shares of the Company's common stock held by the Participant
in his or her Account. If the Participant does not direct the Agent as to how
he or she wishes shares voted, the Agent will not vote such shares.
A-1
7. The Participant may terminate his or her Account at any time by
giving written notice of termination to the Agent, but any such notice must be
received by the Agent five days or more before a dividend record date to be
effective. If a termination notice is received by the Agent less than five
days before the dividend record date, shares will be purchased with the
dividends paid for such record date and the shares will be credited to the
Participant's Account. Upon termination, the Participant will receive a
certificate for all full shares in his or her Account unless cash is elected.
If cash is elected, upon written request from the Participant, the Agent will
sell such shares and send the net proceeds to the Participant after any
service charges or brokerage commissions incurred by the Agent have been
deducted. The Agent may terminate the Participant's Account at any time in its
discretion. In any case, the Participant will receive cash in lieu of any
fractional interest in a share at the then current market value of the
Company's common stock. If the Participant disposes of all shares registered
in his or her name on the books of the Company, the Agent will continue to
invest the dividends on the shares in the Account until otherwise notified in
writing by the Participant.
8. Any stock dividend or stock split declared by the Company on
shares held by the Agent for the Participant will be credited to the
Participant's Account without charge. If the Company makes available to its
stockholders warrants or other rights to subscribe to additional shares,
debentures or other securities, such rights accruing on shares held by the
Agent for the Participant will be sold, if practicable, and the Agent will
promptly apply the resultant funds to the purchase of additional shares of the
Company's common stock for the Participant's Account. Such purchases will be
reflected on the statement mailed to the Participant following the next
investment of cash dividends and/or voluntary cash contributions for the
Participant's Account. If the Participant wishes to exercise such rights, the
Participant must, by written request received by the Agent prior to the record
date for such rights, withdraw full shares from his or her Account by
requesting that the Agent issue a certificate for these shares.
9. Neither the Agent nor its nominee or nominees shall have any
responsibility beyond the exercise of ordinary care for any action taken or
omitted pursuant to this Agreement nor shall they have any duties,
responsibilities or liabilities except such as are expressly set forth herein.
None of the foregoing shall be liable hereunder for any act done in good faith
or for any good faith omission to act, including, without limitation, failure
to terminate the Participant's Account prior to receipt of written notice of
his or her death or with respect to the timing or the price of any purchase.
10. The Participant shall have no right to draw checks or drafts
against his or her Account or to give instructions to the Agent in respect to
any shares or cash held therein except as expressly provided herein.
11. Notices to the Participant may be given by letter addressed to
the Participant at the last address of record with the Agent.
12. This Agreement may be amended or supplemented by the Agent at any
time or times by mailing appropriate notice at least 30 days prior to the
effective date thereof to the Participant at the last address of record. The
amendment or supplement shall conclusively be deemed to be accepted by the
Participant unless prior to the effective date thereof the Agent receives
written notice of the termination of the Account. Any such amendment may
include the appointment by the Agent in its place and stead of a successor
agent under this Agreement. The Company is authorized to pay to such successor
agent for the Account of the Participant all dividends payable on shares of
the Company's common stock in the Account, the same to be applied by such
successor agent as provided in this Agreement.
13. This Agreement and the Authorization Card signed by the
Participant (which is deemed a part of this Agreement) and the Participant's
Account shall be governed by and construed in accordance with the laws of the
State of Indiana and the Rules of the Securities and Exchange Commission. This
Agreement cannot be changed orally.
A-2
No person has been authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
contained herein and, if given or made, such information or representation
must not be relied upon as having been authorized by us. Neither the delivery
of this Prospectus nor any sale hereunder shall under any circumstances create
any implication that there has been no change in our affairs since the date as
of which information is set forth herein. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the securities
offered hereby in any jurisdiction where, or to any person to whom, it is
unlawful to make such offer or solicitation.
TABLE OF CONTENTS
Page
----
Available Information....................................2
Incorporation of Certain Documents
by Reference..........................................2
The Company..............................................3
The Dividend Reinvestment and
Stock Purchase Plan...................................3
Use of Proceeds.........................................11
Determination of Price..................................11
Legal Opinion...........................................11
Experts.................................................11
Shareholder Investment Services
Agreement...........................................A-1
500,000 Shares
LAKELAND FINANCIAL
CORPORATION
Common Stock
Prospectus
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
__________, 2000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses in connection
with the sale and distribution of the common stock being registered. All
amounts shown are estimates, except the Securities and Exchange Commission's
registration fee.
Securities and Exchange Commission registration fee..................$ 1,749
Printing and mailing expenses......................................... 2,500
Fees and expenses of Company counsel.................................. 10,000
Accounting and related expenses....................................... 1,000
Blue sky fees and expenses............................................ 3,000
Miscellaneous......................................................... 751
Total fees and expenses $19,000
Item 15. Indemnification of Directors and Officers
In accordance with the Indiana Business Corporation Law (Indiana Code
23-1-37-1 et seq.), Section 9 of the Company's Restated Articles of
Incorporation provides as follows:
SECTION 9. INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES.
Every person who is or was a director, officer or employee of this Corporation
or of any other corporation for which he is or was serving in any capacity at
the request of this Corporation shall be indemnified by this Corporation
against any and all liability and expense that may be incurred by him in
connection with or resulting from or arising out of any claim, action, suit or
proceeding, provided that such person is wholly successful with respect
thereto or acted in good faith in what he reasonably believed to be in or not
opposed to the best interests of this Corporation or such other corporation,
as the case may be, and, in addition, in any criminal action or proceeding in
which he had no reasonable cause to believe that his conduct was unlawful. As
used herein, "claim, action, suit or proceeding" shall include any claim,
action, suit or proceeding (whether brought by or in the right of this
Corporation or such other corporation or otherwise), civil, criminal,
administrative or investigative, whether actual or threatened or in connection
with an appeal relating thereto, in which a director, officer or employee of
this Corporation may become involved, as a party or otherwise, (i) by reason
of his being or having been a director, officer or employee of this
Corporation or such other corporation or arising out of his status as such or
(ii) by reason of any past or future action taken or not taken by him in any
such capacity, whether or not he continues to be such at the time such
liability or expense is incurred.
The terms "liability" and "expense" shall include, but shall not be
limited to, attorneys' fees and disbursements, amounts of judgments, fines or
penalties, and amounts paid in settlement by or on behalf of a director,
officer or employee, but shall not in any event include any liability or
expenses on account of profits realized by him in the purchase or sale of
securities of the Corporation in violation of the law. The termination of any
claim, action, suit or proceeding, by judgment, settlement (whether with or
II-1
without court approval) or conviction or upon a plea of guilty or of nolo
contendere, or its equivalent, shall not create a presumption that a director,
officer or employee did not meet the standards of conduct as forth in this
paragraph.
Any such director, officer or employee who has been wholly successful
with respect to any such claim, action, suit or proceeding shall be entitled
to indemnification as a matter of right. Except as provided in the preceding
sentence, any indemnification hereunder shall be made only if (i) the Board of
Directors acting by a quorum consisting of Directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding shall find that the director, officer or employee has met the
standards of conduct set forth in the preceding paragraph; or (ii) independent
legal counsel shall deliver to the Corporation their written opinion that such
director, officer or employee has met such standards of conduct.
If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he is
not entitled as to other matters.
The Corporation may advance expenses to or, where appropriate, may at
its expense undertake the defense of any such director, officer or employee
upon receipt of an undertaking, in form and substance satisfactory to the
Board of Directors, by or on behalf of such person to repay such expenses if
it should ultimately be determined that he is not entitled to indemnification
hereunder.
The provisions of this Section shall be applicable to claims,
actions, suits or proceedings made or commenced after the adoption hereof,
whether arising from acts or omissions to act during, before or after the
adoption hereof.
The rights of indemnification provided hereunder shall be in addition
to any rights to which any person concerned may otherwise be entitled by
contract or as a matter of law and shall inure to the benefit of the heirs,
executors and administrators of any such person.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or Administrator of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or Administrator of another corporation against
any liability asserted against him and incurred by him in any capacity or
arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Section or otherwise.
Further, Article VII of the Company's Restated Bylaws states the
following:
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES. Every person
who is or was a director, officer or employee of this Corporation or of any
other corporation for which he is or was serving in any capacity at the
request of this Corporation shall be indemnified by this Corporation against
any and all liability and expense that may be incurred by him in connection
with or resulting from or arising out of any claim, action, suit or
proceeding, provided that such person is wholly successful with respect
thereto or acted in good faith in what he reasonably believed to be in or not
opposed to the best interests of this Corporation or such other corporation,
as the case may be, and, in addition, in any criminal action or proceeding in
which he had no reasonable cause to believe that his conduct was unlawful. As
used herein, "claim, action, suit or proceeding" shall include any claim,
action, suit or proceeding (whether brought by or in the right of this
II-2
Corporation or such other corporation or otherwise), civil, criminal,
administrative or investigative, whether actual or threatened or in connection
with an appeal relating thereto, in which a director, officer or employee of
this Corporation may become involved, as a party or otherwise, (i) by reason
of his being or having been a director, officer or employee of this
Corporation or such other corporation or arising out of his status as such or
(ii) by reason of any past or future action taken or not taken by him in any
such capacity, whether or not he continues to be such at the time such
liability or expense is incurred.
The terms "liability" and "expense" shall include, but shall not be
limited to, attorneys' fees and disbursements, amounts of judgments, fines or
penalties, and amounts paid in settlement by or on behalf of a director,
officer or employee, but shall not in any event include any liability or
expenses on account of profits realized by him in the purchase or sale of
securities of the Corporation in violation of the law. The termination of any
claim, action, suit or proceeding, by judgment, settlement (whether with or
without court approval) or conviction or upon a plea of guilty or of nolo
contendere, or its equivalent, shall not create a presumption that a director,
officer or employee did not meet the standards of conduct set forth in this
paragraph.
Any such director, officer or employee who has been wholly successful
with respect to any such claim, action, suit or proceeding shall be entitled
to indemnification as a matter of right. Except as provided in the preceding
sentence, any indemnification hereunder shall be made only if (i) the Board of
Directors acting by a quorum consisting of Directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding shall find that the director, officer or employee has met the
standards of conduct set forth in the preceding paragraph; or (ii) independent
legal counsel shall deliver to the Corporation their written opinion that such
director, officer or employee has met such standards of conduct.
If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he is
not entitled as to other matters.
The Corporation may advance expenses to or, where appropriate, may at
its expense undertake the defense of any such director, officer or employee
upon receipt of an undertaking by or on behalf of such person to repay such
expenses if it should ultimately be determined that he is not entitled to
indemnification hereunder.
The provisions of this Section shall be applicable to claims,
actions, suits or proceedings made or commenced after the adoption hereof,
whether arising from acts or omissions to act during, before or after the
adoption hereof.
The rights of indemnification provided hereunder shall be in addition
to any rights to which any person concerned may otherwise be entitled by
contract or as a matter of law and shall inure to the benefit of the heirs,
executors and administrators of any such person.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or Administrator of the
Corporation as a director, officer, employee or Administrator of another
corporation against any liability asserted against him and incurred by him in
any capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Section or otherwise.
II-3
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
Item 16. Exhibits
Exhibit No. Description
- - ----------- -----------
4.1 Amended and Restated Articles of Incorporation of Lakeland
Financial Corporation
4.2 Bylaws of Lakeland Financial Corporation
4.3 Specimen Stock Certificate of Lakeland Financial Corporation
5.1 Opinion of Barack Ferrazzano Kirschbaum Perlman & Nagelberg
regarding legality of securities being registered
23.1 Consent of Crowe, Chizek and Company LLP
23.2 Consent of Barack Ferrazzano Kirschbaum Perlman & Nagelberg
(included in opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
registration statement)
99.1 Shareholder Investment Services Agreement (included as
Exhibit A to the Prospectus)
99.2 Form of Shareholder Authorization Card
99.3 Cover Letter to Prospectus
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
II-4
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's Annual Report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Warsaw, State of Indiana on April
10, 2000.
LAKELAND FINANCIAL CORPORATION
By: /s/ Michael L. Kubacki
--------------------------------------
Michael L. Kubacki
President and Chief Executive Officer
By: /s/ Terry M. White
--------------------------------------
Terry M. White
Executive Vice President and Principal
Financial and Accounting Officer
S-1
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Michael L. Kubacki and Terry M. White,
and each of them, his or her true and lawful attorney-in-fact and
Administrator, each with full power of substitution and re-substitution, for
him or her and in his or her name, place and stead, in any and all capacities
to sign any or all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and Administrator, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and Administrator, or any of them,
or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
In accordance with the requirements of the Securities Act of 1933,
this Registration Statement was signed by the following persons in the
capacities indicated on April 10, 2000.
Signature Title
--------- -----
/s/ R. Douglas Grant Chairman of the Board of Directors
- - ----------------------------------
R. Douglas Grant
/s/ Michael L. Kubacki President, Principal Executive Officer and
- - ---------------------------------- Director
Michael L. Kubacki
/s/ Eddie Creighton Director
- - ----------------------------------
Eddie Creighton
/s/ M. Scott Welch Director
- - ----------------------------------
M. Scott Welch
/s/ George L. White Director
- - ----------------------------------
George L. White
/s/ Anna K. Duffin Director
- - ----------------------------------
Anna K. Duffin
/s/ L. Craig Fulmer Director
- - ----------------------------------
L. Craig Fulmer
Director
- - ----------------------------------
Jerry L. Helvey
/s/ Allan J. Ludwig Director
- - ----------------------------------
Allan J. Ludwig
Director
- - ----------------------------------
Charles E. Niemier
/s/ Richard L. Pletcher Director
- - ----------------------------------
Richard L. Pletcher
Director
- - ----------------------------------
Terry L. Tucker
S-2
LAKELAND FINANCIAL CORPORATION
EXHIBIT INDEX
TO
FORM S-3 REGISTRATION STATEMENT
Incorporated
Herein by Filed
Exhibit No. Description Reference to Herewith
- - ------------------- ------------------------------- ----------------------------- --------------------
4.1 Amended and Restated Articles Exhibit 4.1 to our Form S-8
of Incorporation of Lakeland filed with the Commission
Financial Corporation on April 15, 1998
4.2 Bylaws of Lakeland Financial Exhibit 3(ii) to our Form
Corporation 10-Q for the quarter ended
June 30, 1996
5.1 Opinion of Barack Ferrazzano X
Kirschbaum Perlman & Nagelberg
23.1 Consent of Crowe, Chizek and X
Company LLP
23.2 Consent of Barack Ferrazzano Included in
Kirschbaum Perlman & Nagelberg Exhibit 5.1
24.1 Power of Attorney Included on the
Signature Page to
this Registration
Statement
99.1 Shareholder Investment Included as
Services Agreement Exhibit A to the
Prospectus
99.2 Form of Shareholder X
Authorization Card
99.3 Cover Letter to Prospectus X
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
EXHIBIT 5.1
April 10, 2000
Lakeland Financial Corporation
202 East Center Street
P.O. Box 1387
Warsaw, Indiana 46581
Re: Lakeland Financial Corporation Dividend Reinvestment
and Stock Purchase Plan
Ladies and Gentlemen:
We have acted as special counsel to Lakeland Financial Corporation,
an Indiana corporation (the "Company"), in connection with the proposed
offering of 500,000 shares of its common stock, no par value ("Common
Shares"), pursuant to the Company's Dividend Reinvestment and Stock Purchase
Plan (the "Offering") as described in the Form S-3 Registration Statement to
be filed with the Securities and Exchange Commission (the "SEC") on April 10,
2000 (the "Registration Statement"). Capitalized terms used, but not defined,
herein shall have the meanings given such terms in the Registration Statement.
You have requested our opinion concerning certain matters in connection with
the Offering.
We have made such legal and factual investigation as we deemed
necessary for purposes of this opinion. In our investigation, we have assumed
the genuineness of all signatures, the proper execution of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as copies and the authenticity of the originals of
such copies.
In arriving at the opinions expressed below, we have reviewed and
examined the following documents:
1. the Amended and Restated Articles of Incorporation of the Company
filed with the Secretary of State of the State of Indiana on May 19,
1998, as amended, and the Company's Bylaws;
2. the Registration Statement, including the prospectus constituting a
part thereof (the "Prospectus");
3. Resolutions of the board of directors of the Company (the "Board")
relating to the Offering; and
4. a form of share certificate representing the Common Shares approved
by the Board.
Lakeland Financial Corporation
April 10, 2000
Page 2
We call your attention to the fact that our firm only requires
lawyers to be qualified to practice law in the State of Illinois and, in
rendering the foregoing opinions, we express no opinion with respect to any
laws relevant to this opinion other than the Securities Act of 1933, as
amended, and the rules and regulations thereunder, the laws and regulations of
the State of Illinois, the General Corporation Law of the State of Delaware
and United States federal law.
Based upon the foregoing, but assuming no responsibility for the
accuracy or the completeness of the data supplied by the Company and subject
to the qualifications, assumptions and limitations set forth herein, it is our
opinion that:
A. The Company has been duly organized and is validly existing in good
standing under the laws of the State of Indiana and has due
corporate authority to carry on its business as it is presently
conducted.
B. The Company is authorized to issue up to 90,000,000 Common Shares,
of which 5,813,984 Common Shares have been issued and are presently
outstanding prior to the Offering.
C. When the Registration Statement shall have been declared effective
by order of the SEC and the Common Shares to be sold thereunder
shall have been issued and sold upon the terms and conditions set
forth in the Registration Statement, then such Common Shares will
be legally issued, fully paid and non-assessable.
We express no opinion with respect to any specific legal issues other
than those explicitly addressed herein. We assume no obligation to advise you
of any change in the foregoing subsequent to the date of this opinion (even
though the change may affect the legal conclusion stated in this opinion
letter).
We hereby consent (i) to be named in the Registration Statement, and
in the Prospectus, as attorneys who will pass upon the legality of the Common
Shares to be sold thereunder and (ii) to the filing of this opinion as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Barack Ferrazzano Kirschbaum
Perlman and Nagleberg
Barack Ferrazzano Kirschbaum
Perlman & Nagelberg
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in this Registration
Statement of Lakeland Financial Corporation on Form S-3 of our report dated
January 14, 2000 on the consolidated financial statements of Lakeland
Financial Corporation appearing in the 1999 Form 10-K of Lakeland Financial
Corporation and to the reference to us under the heading "Experts" in the
prospectus.
/s/Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
South Bend, Indiana
April 10, 2000
LAKELAND FINANCIAL CORPORATION EXHIBIT 99.2
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
SHAREHOLDER AUTHORIZATION CARD
Date: ________________________
Names of Registered Shareholder(s): ___________________ ____________________
Social Security #: ___________________ ____________________
Address: _____________________________________________________________________
_____________________________________________________________________
I (we) hereby authorize Lakeland Financial Corporation (LFC) to:
[ ] Reinvest all dividends payable to the above named shareholders
[ ] Invest the enclosed cash payment in the amount of $ _________
[ ] Terminate participation in the plan
[ ] Continue to reinvest dividends on all shares held in certificate form
and all shares held by LFC. Send me a certificate for whole shares
held by LFC.
[ ] Deposit attached stock certificate for ________ shares into my book
entry plan account.
[ ] Discontinue the reinvestment of dividends paid on shares held by me.
I understand that dividends paid on shares held by LFC will continue
to be reinvested.
__________________________________ __________________________________
Shareholder Signature Shareholder Signature
EXHIBIT 99.3
LAKELAND FINANCIAL CORPORATION
Dear Stockholder:
We are pleased to offer you a Dividend Reinvestment and Stock
Purchase Plan, as more fully described in the enclosed prospectus. This plan
provides you with the opportunity to purchase additional shares of the
Company's common stock by reinvesting your cash dividends, and to purchase
additional shares of common stock in amounts up to $5,000 per quarter. The
plan, administered by our wholly-owned subsidiary, Lake City Bank offers a
convenient, automatic way to increase your investment in the Company and put
your dividends to work promptly in additional shares of stock. Participation
is entirely voluntary, and you may join or terminate your participation at any
time.
The accompanying prospectus describes the plan and answers some of
the more frequently asked questions. Please read it carefully. If you wish to
begin taking advantage of the opportunities offered by the plan, please
complete the enclosed Shareholder Authorization Card and return it in the
pre-addressed, postage-paid envelope provided. If you do not wish to
participate, no action is necessary.
Thank you for your time and continued support.
Sincerely,
/s/Michael L, Kubacki
Michael L. Kubacki
President