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HomeMy WebLinkAbout10111993 POPT MINUTES OF THE MEETING OF THE BOARD OF TRUSTEES OF THE SEBASTIAN POLICE OFFICERS' RETIREMENT TRUST FUND MONDAY, OCTOBER 11, 1993 The meeting was called to order at 10.15 a.m. by Chairman Greg Gore. Those present were Gregory Gore, Eugene Ewert, Marge Poole and Larry Hardison. The purpose of the meeting was to select and nominate the fifth member to' the board. A motion was made by E. Ewert and seconded by L. Hardison to appoint Greg Gore to make a search for the 5th member nominee who was either an accountant or. bookkeeper by profession. When the search was completed he was to poll the members of the board by phone for a vote. The motion carried by unanimous decision. · Motion was made to adjourn et 10:25 a.m. end seconded. adjourned et 10:26 a.m. Meetin~ Key Trust Company of Florida N.A. 00WRFC' 1 A KeyCorp Subsidiary D By FIN"'CE DEPT DN 111 Suite 6rt e Avenue '93 OCT 14 F(�l Orlando, Florida 32801-2337 11 (407) 423-0154 FAX (407) 423-0996 October 12, 1993 Mr. Larry Napier Sebastian Police Officers Ret Trust P.O. Box 780127 Sebastian, FL 32978 RE: 0900313 Dear Mr. Napier: TrIKILI .* It is with great pleasure that we are able to inform you that KeyCorp has announced plans to merge with Society Corporation of Cleveland, Ohio. This will create a $58 billion financial services corporation that will be the 10th largest bank holding company in the nation. The combined entity will /►, continue to use the KeyCorp name. I am also happy to tell you that this merger has ended the negotiations to sell Key Trust Company of Florida. The details of how Society's Florida operation will merge with our trust company in Florida are yet to be determined. However, you can be assured that our commitment to excellent service will continue as we grow in Florida and, there will no longer be the lingering ownership concern. Thanks again for your patience during this time and even more so, please accept our appreciation for your business. You will find enclosed a copy of the KeyCorp press release with the details of the merger. If you have further questions, please feel free to give us a call. Sinc ly, Betty Brady President and CEO ,0001A Enclosure ,.n N Involved. Innovative. Professional. /00*1� CORP� Analyst Contacts: Don Kauth of KeyCorp (518) 487-4491 Media Contacts: Susan Peterson of KeyCorp (518) 486-8258 FOR IMMEDIATE RELEASE �oere� Jay Gould of Society (216) 689-4721 John Fuller of Society (216) 689-8140 KEYCORP AND SOCIETY CORPORATION AGREE TO MERGER OF EQUALS CREATING LOTH LARGEST BANKING FRANCHISE IN THE U. S. (OCTOBER 49 1993) -- KeyCorp (NYSE: KEY) and Society Corporation (NYSE: SCY), two of America's highest performing banking companies, today jointly announced the signing of a definitive agreement by which KeyCorp and Society will merge. The new KeyCorp will be headquartered in Cleveland, Ohio. Consummation of the transaction is subject to the approvals of the shareholders of both KeyCorp and Society Corporation as well as the appropriate regulatory authorities. Closing of the merger is anticipated early in 1994. The KeyCorp/Society combination will be one of the largest mergers in U.S. banking history, creating the 10th largest bank holding company in the nation with $58 billion in total assets in a franchise with almost 1,400 offices spanning 18 states. Victor J. Riley, Jr., 62, KeyCorp's chairman, president and chief executive officer, will be the new company's chairman and chief executive officer. Robert W. Gillespie, 49, chairman and chief executive officer of Society Corporation, will become president and chief operating officer until December 31, 1995, when he will succeed Riley as chief executive officer. Riley will continue as chairman through 1998. Riley and Gillespie will - more - -2 - lead an 18 -member executive management team which is comprised of nine managers from each company. A new 22 -member board of directors will be established with 11 members each from Society and KeyCorp. Headquarters for the new company will be located in the 57 -story Society Center in Cleveland, Ohio, where Society Corporation and its lead bank, Society National Bank, are located. KeyCorp is based in Albany, New York, as is its lead bank, Key Bank of New York. Commenting on the proposed merger, Riley said, "Creating a dynamic banking company from the strong organizations that KeyCorp and Society have built over the years should enable us to make major strides forward in efficiently providing enhanced and innovative banking services to our customers. We look forward to this unique opportunity to fashion an exemplary organization for the future. On a personal note, I cannot imagine any better answer than Bob Gillespie to the question of who is to be my successor." Gillespie noted, "KeyCorp and Society bring complementary strengths and consistently high performance to this merger. This strategic partnership will create a financial institution with a national presence, fully able to perform and compete in the challenging era that lies ahead in the banking industry. We are convinced that our customers will see many service and product improvements, that our employees will enjoy enhanced career opportunities, that our communities will see us as even better neighbors and our stockholders will enjoy greater returns for their investment. Finally, I look forward to forging a strong partnership with a visionary leader like Victor Riley." Under terms of the agreement, KeyCorp shareholders will receive 1.205 common shares of the new company for each of their KeyCorp shares. Society shareholders will retain their existing number of shares. This will result in the combined company having outstanding approximately 244 million common shares, taking into account pending acquisitions. The transaction has an indicated total value of $7.8 billion, based on the Friday, October 1, 1993 KeyCorp common stock closing price of $38.50 per share and the Society Corporation closing price of $32.50 per share. �•, - more - WIN KeyCorp and Society have granted each other options to purchase up to 19.9 percent of the outstanding shares of each other's common stock to be exercisable under certain conditions relating to the acquisition of KeyCorp or Society Corporation by an entity other than KeyCorp or Society. KeyCorp has adopted a Shareholder Protection Rights Plan similar to the existing Society Shareholder Rights Plan. In conjunction with this motion, the KeyCorp board declared a dividend of one Right on each outstanding share of KeyCorp common stock. The dividend will be paid on November 1, 1993 to shareholders of record on October 15, 1993. Society Corporation's board of directors has received a fairness opinion from CS First Boston and KeyCorp's board of directors has received a fairness opinion from Salomon Brothers Inc. Separate shareholder meetings are tentatively planned around year-end 1993 to vote on the proposed merger. It is currently expected that a one-time restructuring charge of $90 million to $110 million will be incurred in the fourth quarter of 1993 in connection with the merger, representing the estimated costs of consolidating the operations of the two banking organizations. In addition, as the result of efficiencies gained from the merger, annualized savings of $80 million to $105 million are expected by the first quarter of 1995. KeyCorp and Society rank among the best performing banking companies in the nation by a host of key measures. For the second quarter of 1993, Society, which had total assets of nearly $26 billion, ranked as the leading superregional banking company with a return on total assets of 1.52 percent and return on common equity of 20.39 percent. During that same period, KeyCorp, which has assets of $32 billion, posted a strong 1.27 percent return on assets and 18.94 percent return on common equity. On a combined pro forma basis, second quarter results would have shown a return on assets of 1.38 percent and return on common equity of 19.75 percent, which would have ranked the combined company among the best in the financial services industry. The combined banking franchise is geographically diverse. KeyCorp has offices in New York, Alaska, Colorado, Idaho, Maine, Oregon, Utah, Washington, and Wyoming, while Society has offices in Ohio, Florida, Indiana, and Michigan. - more - -4- The new company will possess a diverse income stream, especially in fee -income businesses. KeyCorp's major strengths include a long tradition of serving small -to medium- sized businesses and a strong mortgage banking capability. Society operates one of the nation's largest investment management businesses and has broad specialty finance and large corporate banking expertise. The new company will also be well-positioned to offer an expanded array of investment and insurance products to keep pace with an increasingly sophisticated customer base. Both Society and KeyCorp share traditions of strong credit quality and an array of common technologies which will ensure a smooth and timely merger transition. Both foster a commitment to serve retail needs in local markets and place decision making close to the customer. 10-04-93 -30- 93-62 W City of Sebastian 1225 MAIN STREET o SEBASTIAN, FLORIDA 32958 TELEPHONE (407) 589-5330 o FAX (407) 589-5570 TO: Marge Poole Police Pension Board Secretary FROM: City Clerk's Office SUBJECT: Confirm Appointment of Fifth Member to Police Pension Board DATE: October 14, 1993 Due to the time frame of the October 13, 1993 City Council Meeting the appointment of the fifth member to the Police Pension 14� Board has been rescheduled for the October 27, 1993 City Council Meeting. If you have any questions regarding this, please give us a call. I410h) ANCE DEPT ON City 0,%bMtidPh 9 46 1225 MAIN STREET o SEBASTIAN, FLORIDA 32958 TELEPHONE (407) 589-5330 o FAX (407) 589-5570 M E M 0 R A N D U M DATE: October 19, 1993 TO: Kathryn M. O'Halloran, City Clerk/Acting City Manager FROM: Sally A. Maio Deputy City Ci/errk' RE: Expiration Report ----------------------------- The following items are scheduled to expire between 9/1/93 and 3/1/94. 9/30/93 * CWA Union Contract (R-90-45) * Jerald Smith - Construction Board member term - eligible for reappointment (is on 10/27/93 agenda) * John Laman - Construction Board member term (Mr. Laman has served as a regular member since 12/87, his first term filled an unexpired term and his second was a regular three year term, therefore, he appears to be eligible for reappointment since he has not served two full terms and will not be a regular member until December) (is on 10/27/93 agenda) 10/24/93 * Shirley Kilkelly - Planning & Zoning Board member term (not eligible for reappointment - has served two full terms and six years as of this month) 10/25/93 * Chief Petty - Police Pension Board 5th member (is on 10/27/93 - Judy Robinson replacement) 1/22/94 * Morchesky Sandmine One Year Extension 1/31/94 * Funding for Temporary Account Clerk - Finance Department 2/11/94 * San Sebastian Springs West Preliminary Plat Time Extension 3/1/94 * Code Enforcement Board Members - Donato DeRobertis (appears to be eligible since he will not have served two full consecutive regular member terms or six full consecutive regular member years as of March 194) - Henry Fischer (not eligible for reappointment - will have served two full terms and seven years as of March 194) - Wayne Tozzolo (eligible for reappointment) cc: Joanne Sandberg Marilyn Swichkow Marge Poole Bruce Cooper Gerrie Kubes Kathy Nappi E City of Sebastian 1225 MAIN STREET o SEBASTIAN, FLORIDA 32958 TELEPHONE (407) 589-5330 o FAX (407) 589-5570 TO: Police Pension Board FROM: City Clerk's Office SUBJECT: Appointment of Member to Police Pension Board DATE: October 28, 1993 At the Sebastian City Council Meeting of October 27, 1993 it was voted to confirm the appointment of Judy Robinson, Micco, Florida as the fifth member of the Police Pension Board, to a two year term with that term to expire in October, 1995. If you have any questions regarding this, please give us a call. KO: j s ae nsiye. SEBASTIAN POLICE OFFICERS' RETDZEMENT7RUSTFUAD `LORM POST OFFICE BOX 780127 • SEBASTIAN, FLORIDA 32978 TELEPHONE: CITY HALL (407) 589-5330 • POLICE DEPARTMENT (407) 5895233 FAX (407) 589-5570 MEMORANDUM Date: October 291 1993 From: Marge Poole '07M Q• To: Kathryn O'Halloran City Clerk ' Subject: Meeting of Police Officers' Retirement Trust Board On Monday, November 1, 1993 there will be a meeting of the Police Officers' Pension Trust Board in the City Manager's Conference Room. The purpose of this meeting is to elect officers for the coming . year . "Serving Those Who Have Served Us."