brewer investment group
securities and exchange commission v. steven brewer, adam erickson, brewer investment group, llc, brewer financial services, llc, and brewer investment advisors, llc, case 10 - cv - 06932 (bmm) (n. d. ill. )
brewer investment advisors, llc: a registered investment advisor, to manage assets of individual investors based on a compensation structure for advisory services .
brewer financial services president bob whalen said the company has added 15 advisors with $ 505 million aum over the past quarter who were attracted to brewer' s open, independent platform. brewer is a division of brewer investment group, a chicago - based independent wealth manager .
brewer insurance group: an emerging insurance brokerage offering best - in - class personal, commercial, life, health, and disability insurance .
the securities and exchange commission announced that, on october 28, 2010, it filed a civil action in the united states district court for the northern district of illinois, eastern division, against brewer financial services, llc (
bfs
), a registered broker - dealer, brewer investment advisors, llc (
bia
), a registered investment adviser, brewer investment group, llc (
big
), their parent holding company, and their managing principals / officers, steven brewer and adam erickson, for allegedly participating in a fraudulent offering of promissory notes. bfs, bia, and big are based in, and brewer and erickson reside in, chicago, illinois .
brewer futures group, llc: an independent introducing broker providing self - directed futures trading, broker - assisted service, and managed futures programs to institutions and retail clients .
the firm continues to evolve its wealth management services and complements its comprehensive open architecture platform with products offered by brewer’s subsidiaries. brewer investment products include commodities, options, limited partnerships, currency trading and an array of insurance and annuities. brewer also offers an extensive list of principal - protected structured products and managed futures .
securities offered through j. w. cole financial, inc. (jwc) member finra / sipc advisory services offered through j. w. cole advisors, inc. (jwca) non - securities products and services are not offered through jwc / jwca. brewer investment group and jwc / jwca are unaffiliated entities .
whether you’re facing retirement—or looking to better understand certain investment ideas—we can help you address your most pressing money questions .
) - - brewer investment group is an independent diversified wealth management firm serving individual investors, small to mid - size businesses, institutions, independent advisors and introducing brokers. the chicago - based firm, founded in 2000, is bringing institutional products, services and research to the individual investor and enabling a total portfolio management perspective .
7. third - party brewers include any brewer, contract - brewer, or importer of beer for sale in the united states other than abi, sabmiller, molson coors, or millercoors .
thomas g. brewer, age 65, served as one of our bank directors from october 2009 through june 2012, when he was elected a director of the company. he has been involved with the retail and wholesale carpet business since 1983, when he founded brewer carpet and design center, inc. brewer carpet subsequently evolved into the brewer flooring group, which encompasses eight business entities in seven states. mr. brewer has increased the number of his stores from 12 to 23, capitalizing on market opportunities. mr. brewers carpet one stores have been named store of the year twice, out of approximately 600 stores, by the carpet one floor and home company. in addition, he is also involved with various property companies located in oklahoma .
prior to joining lightyear capital, mr. casciato spent over 20 years at goldman, sachs & co. , where he was elected partner in 2000. his career at goldman, sachs & co. included a number of senior management positions in the firms investment banking division, including partner in the financial institutions group, as well as partner and chief operating officer of goldman sachs worldwide investment banking business .
while earning his b. a. degree from gettysburg college, mr. brewer was also the captain of the football team and president of the sigma chi fraternity. mr. brewer serves on the board of directors for cca global, one of the largest purchasers of flooring in the world and franchiser of various flooring and other businesses. mr. brewer, along with his wife, kathy, is co - chairperson for the bridget brewer memorial scholarship .
brewer financial services, llc: a full - service independent broker dealer featuring complete open architecture of wealth management products and services .
advisor resource, llc: specializing in wholesaling third - party investment products, both domestically and internationally, for external broker / dealers, rias and trust departments .
01 thomas g. brewer 02 christopher c. casciato 03 adam d. compton 04 robert m. feerick 05 john j. guinee
l. “distributor” means a wholesaler in the territory who acts as an intermediary between a brewer or importer of beer and a retailer of beer .
robert i. usdan, age 47, was elected by the companys board of directors as a director of the company in june 2012. mr. usdan is co - founder and principal of the endicott group, a money management and financial advisory firm dedicated to the financial services industry. mr. usdan is responsible for the development and implementation of investment strategy and advising financial firms across the united states. prior to founding endicott, from 1990 to january 1996, mr. usdan was an associate director in the corporate finance group at sandler oneill & partners, l. p .
john j. guinee, age 47, was elected by the companys board of directors as a director of the company in june 2012. mr. guinee is a managing partner at constitution capital partners llc. constitution capital partners llc is a private equity firm that focuses on north american buyouts. he is a member of constitution capitals investment committee. prior to joining constitution capital, mr. guinee was an investment director for standard life investments private equity usa and a member of the investment committee. previously, he was a vice president of business development at state street bank and trust company .
as a member of our board, mr. brewer has extensive experience developing and managing small to mid - size businesses which assists us in our business development .
preventing an abi - affiliated wholesaler from using best efforts to sell, market, advertise, or promote any third - party brewer' s beers, which may be defined as efforts designed to achieve and maintain the highest practicable sales volume and retail placement of the third party brewer' s beers in a geographic area .
5. preventing an independent distributor from using best efforts to sell, market, advertise, or promote any third - party brewer' s beer, which may be defined as efforts designed to achieve and maintain the highest practicable sales volume and retail placement of the third party brewer' s beer in a geographic area .
brewerfx: a one - stop portal for a serious currencies trader. novice and advanced traders can access investor education and customer assistance from brewer’s senior market strategist .
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qualifications: bacc, ca (sa) | appointed: 10 november 2011 keith joined netcare in july 2006 as financial manager of netcare' s international operations. he was appointed as acting chief financial officer of netcare on 1 august 2011, and as executive director and group chief financial officer from 10 november 2011. prior to joining netcare, he held senior financial positions with ppc cement and barloworld limited. keith also chairs the finance and investment committee and working capital committee .
8. in the proposed final judgment, “beer” includes not only products made from malted barley, but also flavored malt beverages, alcoholic root beers, and hard ciders. this definition is necessary because abi - affiliated wholesalers who sell a third - party brewer' s beer typically also sell any flavored malt beverages, alcoholic root beers, and hard ciders made by the third - party brewer .
c. subject to section vi. e of this final judgment, the divestiture trustee may hire at the cost and expense of defendant abi any investment bankers, attorneys, or other agents, who shall be solely accountable to the divestiture trustee, reasonably necessary in the divestiture trustee' s judgment to assist in the divestiture. any such investment bankers, attorneys, or other agents shall serve on such terms and conditions as the united states approves including confidentiality requirements and conflict of interest certifications .
registered representatives of j. w. cole financial, inc. whose identities and associations with brewer investment group are disclosed on this site, may only conduct business with residents of the states and / or jurisdictions for which they are properly registered. therefore, a response to a request for information may be delayed. no information provided on this site is intended to constitute an offer to sell or a solicitation of an offer to buy shares of any security, nor shall any security be offered or sold to any person, in any jurisdiction in which such offer, solicitation, purchase, or sale would be unlawful under securities laws of such jurisdictions. please note that not all of the investments and services mentioned may be available in every state .
f. when exercising any right related to the transfer of control, ownership, or equity in any distributor to any other distributor, defendant abi shall not give weight to or base any decision to exercise such right upon either distributor' s business relationship with a third - party brewer—including, but not limited to, such distributor' s sales, marketing, advertising, promotion, or retail placement of a third - party brewer' s beer .
the european commission also investigated the effects of abi' s proposed acquisition of sabmiller. to resolve concerns raised by the european commission, abi is divesting essentially all of the european business that it would have acquired from sabmiller. abi has already agreed to sell to asahi group, a japanese brewer, the peroni, grolsch, and meantime brands of beer. abi has also agreed to divest sabmiller' s business in the czech republic, hungary, poland, and romania, including the pilsner urquell brand of beer. the proposed final
9. abi, however, may not define the percentage of its beer sales in a geographic area by reference to or derived from information obtained from abi - affiliated wholesalers concerning their sales of any third - party brewer' s beers .
y. “third - party brewer” means any person (other than defendants or the acquirer, including any subsidiaries or joint ventures of the acquirer), that manufactures, has a third party manufacture, or imports beer for sale in the territory .
qualifications: bproc, llb | appointed: 23 july 2006 | other directorships: standard bank group limited, south african breweries limited, multichoice south africa proprietary limited and royal bafokeng platinum limited. kgomotso is a practising senior advocate and serves on a number of boards, including standard bank group limited, south african breweries limited and multichoice south africa proprietary limited. she is the chairman of royal bafokeng platinum proprietary limited and gobodo forensic & investigative accounting proprietary limited. she is also trustee of the nelson mandela children' s fund, project literacy and tshwaraneng legal advocacy centre. she is also a non - executive director of sa breweries, standard bank and multichoice .
in the money management firm of fayez sarofim & co. in houston, texas. in 1973, mr. feerick joined frontenac company, a private equity and venture capital company in chicago, as a general partner. in this capacity, he was directly responsible for finding, evaluating, and negotiating acquisition and investment transactions for the company. in 1977, mr. feerick sold his interests in frontenac to the laird norton company in seattle, washington. shortly thereafter, in 1978, mr. feerick joined the former arthur young & co. to head its midwest region merger and acquisition practice. in 1982, he founded the corporate development group, an affiliate of arthur young, and served as its chairman. he was also a general partner of the firm. over his ten years with arthur young, he assisted approximately 40 corporations and management groups with acquisitions, divestitures, and venture capital investments. in 1988, he left the corporate development group to form horizon partners .
brewer financial services on wednesday said it added four ameriprise financial advisors to its national broker - dealer network. the advisors, all based in florida, have an aggregate $ 175 million in assets under management and a combined total of 65 years of industry experience .
e. defendant abi shall not disapprove an independent distributor' s selection of a general manager or successor general manager based on the independent distributor' s sales, marketing, advertising, promotion, or retail placement of a third - party brewer' s beer .
21. historically, abi has employed a “price leadership” strategy whereby abi, as the largest u. s. brewer, seeks to establish industry - wide price increases by being the first brewer to announce its prices for the upcoming year. in most local markets, abi is the market share leader and issues its price announcement first, purposely making its price increases transparent to the market so its competitors will follow its lead. these price increases vary by region, but typically cover a broad range of beer brands and packages .
qualifications: cta, ca (sa) | appointed: 3 november 1999 | other directorships: none norman has been with the group since 1993. he has over 15 years' experience in the healthcare industry and has previously served as chairman of the hospital association of sa (hasa). norman became a non - executive director with effect from 1 september 2008 .
our site is filled with educational videos, articles, presentations, and calculators designed to help you learn more about the world of personal finance. as you search my website, send me a note regarding any questions you may have about any particular investment concepts or products. we' ll get back to you quickly with a thoughtful answer .
i. “covered entity” means any beer brewer, importer, distributor, or brand owner (other than abi) that derives more than $ 7. 5 million in annual gross revenue from beer sold for further resale in the territory, or from license fees generated by such beer sales .
the complaint claims that, based on this conduct, all of the defendants violated sections 5 (a), 5 (c) and 17 (a) of the securities act of 1933, and section 10 (b) of the securities exchange act of 1934 (
exchange act
) and rule 10b - 5 thereunder. the complaint also claims that bfs violated, and brewer and erickson aided and abetted the violation of, exchange act section 15 (c), and that bia violated, and brewer and erickson aided and abetted the violation, sections 206 (1) and 206 (2) of the investment advisers act. on the commission' s motion, and upon the consent of all defendants, the court issued preliminary injunctions and an order imposing asset freeze and other ancillary relief (
order
) on october 29, 2010. among other things, the court' s order froze certain bank accounts of defendants big and bfs .
qualifications: bcom (cum laude), bcompt, bcompt honours, ca (sa) | appointed: 23 november 2015 apart from his academic expertise and professional acumen in the field of accounting and auditing, mark has held a series of leadership and senior executive positions at deloitte, sabmiller and edcon. his external board and trustee appointments include rhodes food group holdings limited and hollard respectively. he was also a previous edcon limited board member .
thomas g. brewer; christopher c. casciato; adam d. compton; robert m. feerick; john j. guinee; michael j. kerschner; dianne gillmor krumsee; james s. lindsay; edward j. mace; judy r. miller; garrett s. richter; gary l. tice; robert i. usdan
even though abi has proposed to divest sabmiller' s interest in millercoors to molson coors, the divestiture to molson coors likely would not eliminate the anticompetitive effects of the transaction on beer distribution, which, as noted above, plays an important role in a brewer' s ability to effectively compete in the u. s. beer industry .
qualifications: bvsc, mbbch, dip fin man, mba | appointed: 15 may 1997 prior to joining netcare, richard was operations director of medicross responsible for overall operations and establishing medical centres on a national basis. he joined netcare early in 1997 as chief operating officer to lead the transformation and re - engineering of the businesses. he established netcare uk and was ceo of the netcare international division from 2002 until august 2005. richard was appointed ceo of the netcare group on 1 september 2005 .
the proposed final judgment contains provisions designed to ensure that abi - affiliated wholesalers are free to carry and promote rival brands without concern that abi will use its control over management and ownership changes to punish the wholesaler. section v. e prohibits abi from disapproving an abi - affiliated wholesaler' s selection of its own general manager, or a successor general manager, based on the abi - affiliated wholesaler' s sales, marketing, advertising, promotion, or retail placement of a third - party brewer' s beer. similarly, section v. f requires that when abi exercises any right related to the transfer of control, ownership, or equity in any distributor to any other distributor, abi shall not give weight to or base any decision upon either distributor' s business relationship with a third - party brewer—including, but not limited to, such distributor' s sales, marketing, advertising, promotion, or retail placement of a third - party brewer' s beer. these provisions are intended to prevent abi from using its rights over management or ownership changes to promote alignment by selecting new owners because they have demonstrated a willingness not to carry or promote rival brands .
the compensation committee is composed of: thomas g. brewer; adam d. compton; robert m. feerick; james s. lindsay; and judy r. miller. the compensation committee is appointed by the board of directors to assist the board in discharging its responsibilities with respect to the companys compensation programs and compensation of the companys executive officers. all recommendations by the committee must be reviewed and approved by the board .
the content is developed from sources believed to be providing accurate information. the information in this material is not intended as tax or legal advice. please consult legal or tax professionals for specific information regarding your individual situation. some of this material was developed and produced by fmg suite to provide information on a topic that may be of interest. fmg suite is not affiliated with the named representative, broker - dealer, state - or sec - registered investment advisory firm. the opinions expressed and material provided are for general information, and should not be considered a solicitation for the purchase or sale of any security .
notwithstanding the foregoing, nothing in this final judgment shall prohibit defendant abi from entering into or enforcing an agreement with any independent distributor requiring the independent distributor to use best efforts to sell, market, advertise, or promote defendant abi' s beer, which may be defined as efforts designed to achieve and maintain the highest practicable sales volume and retail placement of defendant abi' s beer in a geographic area. defendant abi may condition incentives, programs, or contractual terms based on an independent distributor' s volume of sales of defendant abi' s beer, the retail placement of defendant abi' s beer, or on defendant abi' s percentage of beer industry sales in a geographic area (such percentage not to be defined by reference to or derived from information obtained from independent distributors concerning their sales of any third - party brewer' s beer), provided, however, that any such incentives, programs, or contractual terms may not require or encourage an independent distributor to provide less than best efforts to the sale, marketing, advertising, retail placement, or promotion of any third - party brewer' s beer or to discontinue the distribution of a third - party brewer' s beer. defendant abi may require an independent distributor to allocate to defendant abi' s beer a proportion of the independent distributor' s annual spending on beer promotions and incentives not to exceed the proportion of revenues that defendant abi' s beer constitutes in the independent distributor' s overall revenue for beer sales in the preceding year .
d. defendant abi shall not unilaterally, or pursuant to the terms of any contract or agreement, provide any reward or penalty to, or in any other way condition its relationship with, an independent distributor or any employees or agents of that independent distributor based upon the amount of sales the independent distributor makes of a third - party brewer' s beer or the marketing, advertising, promotion, or retail placement of such beer. actions prohibited by this sub - section include, but are not limited to :
effective distribution is important for a brewer to be competitive in the u. s. beer industry. many states require large brewers to use independent distributors, and these distributors typically have exclusive and perpetual rights to sell the brands they carry within a particular territory. most brewers use distributors to merchandise, sell, and deliver beer to retailers. those retailers are primarily grocery stores, large retailers (such as target and walmart), convenience stores, liquor stores, restaurants, and bars. retailers, in turn, sell beer to consumers .
christopher c. casciato, age 54, was elected by the board of directors as a director of the bank in april 2011 and of the company in june 2012. mr. casciato is currently a board member of community & southern bank of atlanta, ga, cascade bancorp of bend, or and strategic growth bank of el paso, tx. he is also a director of clarion partners, a real estate investment management company located in new york, ny and paradigm management solutions, a catastrophic workers compensation case management company located in walnut creek, ca. mr. casciato joined lightyear capital llc in 2008 as a managing director. lightyear capital is a private equity firm focused on making investments in the financial services sector .
section v. g prevents abi from requesting or requiring an abi - affiliated wholesaler to report to abi the wholesaler' s revenues, profits, margins, costs, sales, volumes, or other financial information associated with the purchase, sale, or distribution of a third - party brewer' s beer. abi, however, is not prohibited from requesting the reporting of general financial information by an abi - affiliated wholesaler to assess the overall financial condition and financial viability of such wholesaler, the percentage of total beer revenues received by the wholesaler associated with abi' s beer, or from conducting ordinary course due diligence in connection with any potential acquisition of an abi - affiliated wholesaler .
qualifications: ba cur, dip company direction, edp | appointed: 1 july 2008 | other directorships: synergy income fund and mineworkers provident fund. martin is an independent businessman active in the technology services industry. prior to this, he served as president and ceo of the south african bureau of standards for five years. his career in health services and provincial government finance spans almost three decades. in 2004 he was appointed as a commissioner on the financial and fiscal commission. in 2006 he was elected to the council for the international standards organisations (iso) and was a member of the pri board, a un global compact initiative on responsible investment, from 2006 to 2009. he was also chairperson of the board of trustees for the government employees pension fund until july 2009. he is currently chairperson of synergy income fund and chairperson of the mineworkers provident fund .
the nominations committee is comprised of: james s. lindsay; christopher c. casciato; gary l. tice; thomas g. brewer; and michael j. kerschner. the nominations committee is appointed by the board of directors: (i) to assist the board, on an annual basis, by identifying individuals qualified to become board members, and to recommend to the board the director nominees for the next meeting of shareholders at which directors are to be elected; (ii) to assist the board in the event of any vacancy on the board by identifying individuals qualified to become board members, and to recommend to the board qualified individuals to fill any such vacancy; and (iii) to recommend to the board, on an annual basis, director nominees for each board committee. all recommendations by the committee must be reviewed and approved by the board .
robert m. feerick, age 64, served as one of our bank directors from october 2009 through june 2012, when he was elected a director of the company. since 1988, he has served as chairman of horizon partners, ltd. , a private investment holding company headquartered in naples, florida, that acquires and builds companies. horizon focuses on the acquisition of medium size companies that are privately - held or divisions / subsidiaries of larger corporations, with a strategy of building long - term equity value in their base companies through strategic add - on acquisitions and improvements in operating performance. mr. feerick has significant experience as a director of privately - held companies. he is a current director of the following companies: karls event services, a party and tent event rental company; groeb farms, inc. , the leading processor of honey, sold as an ingredient in the united states; climax portable machine tools, inc. , a manufacturer and lessor of portable machine tools; and xymox technologies, inc. , an international membrane switch manufacturer. mr. feerick began his career as an associate (1972 - 1973 )
section xii will provide the united states with advance notice of, and an opportunity to evaluate, abi' s acquisition of both beer distributors and craft brewers. notification of distributor acquisitions allows the united states to evaluate whether abi' s acquisition of a distributor implicates the prohibitions in section v or is otherwise likely to substantially lessen competition by hindering the effective distribution of the beers of abi' s rivals. notification of brewer acquisitions allows the united states to evaluate any acquisition by abi of, among other things, craft breweries. abi has acquired multiple craft breweries over the past several years, some of which were not reportable under the hsr act. acquisitions of this nature, individually or collectively, have the potential to substantially lessen competition, and the proposed final judgment gives the united states an opportunity to evaluate such transactions in advance of their closing even if the purchase price is below the hsr act' s thresholds .
8. abi, as the largest u. s. brewer, uses a variety of practices and contractual provisions to promote exclusivity from distributors that sell abi beer. among other things, abi has established financial incentive programs that reward distributors based on the percentage of abi beer that a distributor sells as compared to the beer of abi competitors. moreover, abi insists on contractual terms that limit a distributor' s ability to promote and sell a competitor' s beer. if permitted to acquire sabmiller, abi would be able to expand these practices in its current distribution channel and to pursue a similar strategy with distributors that currently sell the beers of millercoors and third - party rivals. consequently, abi' s acquisition of a controlling interest in millercoors via its acquisition of sabmiller would likely harm competition by undermining the ability of its remaining rivals to compete with abi, leading to higher prices, fewer choices, and less innovative products for u. s. beer consumers .
edward j. mace, age 56, has served as a bank director since october 2009 and a company director since june 2012. he has been the owner of edward j. mace, certified public accountant, a sole proprietorship, since 1985. he also is the chief operating officer of ribek corporation, an investment management entity, a position that he has held since 1982. mr. mace has held various board positions with financial institutions for almost 20 years. he was a director of southwest banks, inc. from 1989 through 1997, at which time southwest banks was acquired by f. n. b. corporation. mr. mace then served as a director of f. n. b. corporation from 1997 through december 2003, and was also the chairman of the audit committee during this time. he resigned from the board in connection with the spin - off of first national bankshares of florida, inc. from f. n. b. corporation. mr. mace then served on the board and as chairman of the audit committee of first national bankshares of florida, inc. , and as a board member of its lead banking affiliate, first national bank of florida. he held these positions from august 2003 through december 2004. in january of 2005, he became a member of the fifth third bancorp florida
g. defendant abi shall not request or require an independent distributor to report to defendant abi, whether in aggregated or disaggregated form, the independent distributor' s revenues, profits, margins, costs, sales volumes, or other financial information associated with the purchase, sale, or distribution of a third - party brewer' s beer. nothing in the foregoing sentence shall prohibit defendant abi from requesting the reporting of general financial information by an independent distributor to assess the overall financial condition and financial viability of such independent distributor, or the percentage of total beer revenues received by the independent distributor in the prior year associated with the purchase, sale, or distribution of defendant abi' s beer distributed by the independent distributor, provided that the requested information does not disclose or enable defendant abi to infer the disaggregated revenues, profits, margins, costs, or sales volumes associated with the independent distributor' s purchase, sale, or distribution of third - party brewers' beer. nothing herein shall prevent defendant abi from conducting ordinary course due diligence in connection with any potential acquisition of an independent distributor .
15 u. s. c. 16 (e) (1) (a) & (b). in considering these statutory factors, the court' s inquiry is necessarily a limited one as the government is entitled to “broad discretion to settle with the defendant within the reaches of the public interest. ” united states v. microsoft corp. , 56 f. 3d 1448, 1461 (d. c. cir. 1995); see generally united states v. sbc commc' ns, inc. , 489 f. supp. 2d 1, 15 - 17 (d. d. c. 2007) (assessing public interest standard under the tunney act); united states v. u. s. airways group, inc. , 38 f. supp. 3d 69, 75 (d. d. c. 2014) (explaining that the “court' s inquiry is limited” in tunney act settlements); united states v. inbev n. v. / s. a. , no. 08 - 1965 (jr), 2009 - 2 trade cas. (cch) ¶ 76, 736, 2009 u. s. dist. lexis 84787, at * 3, (d. d. c. aug. 11, 2009) (noting that the court' s review of a consent judgment is limited and only inquires “into whether the government' s determination that the proposed remedies will cure the antitrust violations alleged in the complaint was reasonable, and whether the mechanisms to enforce the final judgment are clear and manageable”). [ 10 ]
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we cordially invite you to attend the 2013 annual meeting of shareholders of tgr financial, inc. at the meeting, we will report on our performance and activities in 2012 and the first quarter of 2013, and answer your questions. we are excited about our accomplishments, and look forward to discussing both our accomplishments and our plans for the rest of 2013 and beyond. in addition, you are invited to join us for a reception celebrating the success of tgr financial, inc. and its subsidiary, first national bank of the gulf coast immediately following the annual meeting. we hope that you can attend the meeting and reception and look forward to seeing you there .
this letter serves as your official notice that we will hold the meeting on may 20, 2013 at the ritz - carlton golf resort, naples at 6: 00 p. m. , for the following purposes :
to ratify the appointment of mcgladrey llp as independent registered public accounting firm for tgr financial, inc. ; and
to transact any other business that may properly come before the meeting and any adjournment of the meeting .
shareholders owning our common stock at the close of business on march 1, 2013, are entitled to attend and vote at the meeting. a complete list of these shareholders will be available at the companys offices prior to the meeting. if your shares are held in street name (through a broker, bank or other nominee), you will need to obtain a proxy form from the institution that holds your shares in order to vote at our annual meeting .
please use this opportunity to take part in the affairs of your company by voting on the business to come before this meeting. even if you plan to attend the meeting, we encourage you to complete and return the enclosed proxy to us as promptly as possible .
the proxy statement and instructions on how to vote online are available at: www. urltoken
your vote is important. whether or not you plan to attend the annual meeting in person, you are encouraged to complete the proxy prior to the meeting. in order to expedite the voting process, we encourage you to vote online at the web address listed above. in the alternative, you may also complete, sign, date and promptly mail the enclosed proxy in the accompanying postage paid envelope. if you attend the annual meeting, you may revoke the proxy and vote your shares in person .
our board of directors is soliciting proxies for the 2013 annual meeting of shareholders. this proxy statement contains important information for you to consider when deciding how to vote on matters brought before the meeting. we encourage you to read it carefully .
the board set march 1, 2013, as the record date for the meeting. shareholders owning our common stock at the close of business on that date are entitled to vote and to attend the meeting, with each share entitled to one vote. if you are a registered shareholder who wishes to vote at our annual meeting, you may do so by delivering your proxy card in person at the meeting. street name shareholders who wish to vote at our annual meeting will need to obtain voting instructions from the institution that holds their shares. there were 14, 333, 570 shares of common stock outstanding on the record date. a majority of the outstanding shares of common stock, represented, in person or by proxy, at the meeting, will constitute a quorum. we will count abstentions and broker non - votes, which are described below, in determining whether a quorum exists .
when you sign the proxy card or vote electronically, you appoint mr. mark montgomery, mr. jerry nichols and mr. rex ashley as your representatives at the meeting (collectively the representatives). the representatives will vote your proxy as you have instructed them on the proxy card. if you submit a proxy, but do not specify how you would like it to be voted, the representatives will vote your proxy for election to the board of directors of all nominees listed below under election of directors and for the ratification of mcgladrey llp as the companys independent registered public accounting firm for fiscal year 2013. we are not aware of any other matters to be considered at the meeting. however, if any other matters come before the meeting, mr. montgomery, mr. nichols and mr. ashley will vote your proxy on such matters in accordance with their judgment .
you may revoke your proxy and change your vote at any time before the polls close at the meeting. you may do this by signing and delivering another proxy with a later date or by voting in person at the meeting .
brokers or nominees who hold shares for the accounts of their clients may vote these shares either as directed by their clients or in their own discretion if permitted by the exchange or other organization of which they are members. proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owners to vote shares as to a particular proposal with respect to which the broker or nominee do not have discretionary power to vote are referred to as broker non - votes.  a broker non - vote does not count as a vote in favor of or against a particular proposal for which the broker has no discretionary voting authority. in addition, if a shareholder abstains from voting on a particular proposal, the abstention does not count as a vote in favor of or against the proposal .
we are paying for the costs of preparing and mailing the proxy materials and of reimbursing brokers and others for their expenses of forwarding copies of the proxy materials to our shareholders. our officers, directors and regular employees may, at no additional compensation, assist in soliciting proxies in
person, by telephone, by facsimile, or via other electronic means. our officers and employees may assist in soliciting proxies, but will not receive additional compensation for doing so. we are distributing this proxy statement on or about april 30, 2013 .
our board of directors will submit to the shareholders for their vote at the annual meeting a slate of directors comprising 13 directors, all of whom have served since the companys inception. the current term of the directors will expire at the 2013 annual meeting. at the meeting, shareholders will elect thirteen (13) nominees as directors to serve a one - year term, expiring at the 2014 annual meeting of shareholders. our nominees for the directors are :
the directors will be elected by a plurality of the votes cast at the meeting. this means that the 13 nominees receiving the highest number of votes will be elected. any shares not voted, whether by withheld authority, abstention, or otherwise, will have no effect on the outcome of the election of directors. there are no cumulative voting rights with respect to the election of directors .
the board of directors recommends that you elect all of the nominees listed above as directors .
if you submit a proxy, but do not specify how you would like it to be voted, mr. montgomery, mr. nichols and mr. ashley will vote your proxy to elect each of the nominees listed above. if any of these nominees is unable or fails to accept nomination or election (which we do not anticipate), mr. montgomery, mr. nichols and mr. ashley will vote, instead, for a replacement to be recommended by the board of directors, unless you specifically instruct otherwise in the proxy .
set forth below is certain information about the nominees. all nominees are original directors .
mr. casciato holds a masters in business administration from harvard business school and a bachelor of science in civil engineering from the united states military academy at west point, where he was class valedictorian .
as a member of our board, mr. casciato has extensive experience in the financial services industry and experience in the role of bank director which will assist us in our strategic planning .
adam d. compton, age 47, was elected by the board to serve as a director of the bank in april 2011. mr. compton was elected to the company board in june 2012. mr. compton currently serves as head of the financial services sector with gmt capital corporation, atlanta, ga. , joining the firm in 2008. from april 2003 to september 2008, mr. compton was director and head of u. s. financial services research with rcm global investors, san francisco, ca. previously, mr. compton was an equity research analyst covering u. s. banking companies at keefe bruyette & woods, morgan stanley and montgomery securities, as well as a bank regulator for the state of florida for three years. mr. compton currently serves as a board member of alico, inc. , a florida - based agribusiness and land management company .
mr. compton received his mba, with distinction, from cornell university in ithaca, ny and his ba from houghton college, houghton, ny. mr. compton is quite familiar with the state of florida, having been born and raised in the orlando and lake wales areas .
as a member of our board, mr. compton has extensive experience as a financial industry executive and a thorough understanding of the banking industry which will assist us in our strategic planning .
as a member of our board, mr. feerick has extensive experience developing and managing businesses and significant ties to our local community which assists us in our strategic planning, business development and customer relations .
mr. guinee has significant experience as a director of privately held companies. he is currently a director or board observer of the following companies; custom ecology inc, a leading waste logistics company, hearthside the nations largest independent bakery, construction partners inc. , an asphalt road construction company, london broadcasting company inc. , the largest owner operator of middle - market broadcast television stations in the state of texas, the environmental quality company, a hazardous waste and environmental management services provider and flagstone foods, one of the largest manufacturers and distributors of private label healthy snacks in north america .
mr. guinee earned his bs in finance from babson college in babson park, ma and his mba from ucla anderson school of management in westwood, ca. mr. guinee is also a graduate of general electrics financial management program .
as a member of the holding companys board of directors, mr. guinee has extensive experience in the financial services industry which will assist us in our strategic planning .
michael j. kerschner, age 60, has served as one of our bank directors since 2007. in june 2012, he was elected to serve as a director of the company. he has been involved in the banking industry since 1974. from january 1990 to september 2010, mr. kerschner served as president and ceo of gillmor financial services, inc. he also served as president and ceo of old fort banking corporation from march 1988 to july 2007 and was previously ceo of tiffin savings bank from 1984 to 1987. mr. kerschner has also successfully completed and taught several courses for the bancohio educational center, in addition to completing various american institute of banking certification courses and the prochnow graduate school of banking at the university of wisconsin. mr. kerschner is extensively involved in his community and has served on many boards and committees, including those of the community bankers association of ohio, the ohio bankers league, the independent community bankers association, the federal legislative committee, the great lakes bankers bank, the tiffin area chamber of commerce, the seneca industrial and economic development corporation, the seneca county united way, the st. francis nursing home, seneca career systems, and tiffin theatre, inc. (ritz). in addition, he is a past trustee of heidelberg college and serves on the finance committee of st. marys church, of which he is a member.
brewer investment group is a wealth management firm founded in 2000 and headquartered in chicago , illinois . the firm owns five subsidiary companies : brewer financial services ; brewer investment advisor ( ria ) ; advisor resource ; brewer futures group ; and brewer insurance group . the securities and exchange commission announced that , on october 28 , 2010 , it filed a civil action in the united states district court for the northern district of illinois , eastern division , against brewer financial services , llc ( " bfs " ) , a registered broker-dealer , brewer investment advisors , llc ( " bia " ) , a registered investment adviser , brewer investment group , llc ( " big " ) , their parent holding company , and their managing principals/officers , steven brewer and adam erickson , for allegedly participating in a fraudulent offering of promissory notes . bfs , bia , and big are based in , and brewer and erickson reside in , chicago , illinois . the complaint alleges that , from june 2009 through at least september 2010 , the defendants raised approximately $ 5.6 million from 74 investors who invested in promissory notes issued by an isle of man company . although investors were told that their money would be used to repay certain debts of the issuer 's parent company , and thereby release assets that would be used to secure their promissory note obligations , the complaint alleges that nearly all of the offering proceeds were transferred to big and its subsidiaries . according to the complaint , in addition to misrepresenting the manner in which the offering proceeds would be used , the defendants failed to tell investors that big and its subsidiaries were in a precarious financial state . in addition to sustaining substantial operating losses from the inception of the offering through the present , big had failed to make required interest payments to investors by july 1 , 2010 , and had failed to meet its own payroll obligations by august 2010 . the complaint alleges that , notwithstanding , and without disclosing , this material information , the defendants continued selling promissory notes to new investors for at least three additional months . according to the complaint , the note offerings were not registered with the commission . 
brewer investment group is a wealth management firm founded in 2000 and headquartered in chicago, illinois. the firm owns five subsidiary companies: brewer financial services; brewer investment advisor (ria); advisor resource; brewer futures group; and brewer insurance group. the securities and exchange commission announced that, on october 28, 2010, it filed a civil action in the united states district court for the northern district of illinois, eastern division, against brewer financial services, llc (" bfs "), a registered broker-dealer, brewer investment advisors, llc (" bia "), a registered investment adviser, brewer investment group, llc (" big "), their parent holding company, and their managing principals/officers, steven brewer and adam erickson, for allegedly participating in a fraudulent offering of promissory notes. bfs, bia, and big are based in, and brewer and erickson reside in, chicago, illinois. the complaint alleges that, from june 2009 through at least september 2010, the defendants raised approximately $ 5.6 million from 74 investors who invested in promissory notes issued by an isle of man company. although investors were told that their money would be used to repay certain debts of the issuer's parent company, and thereby release assets that would be used to secure their promissory note obligations, the complaint alleges that nearly all of the offering proceeds were transferred to big and its subsidiaries. according to the complaint, in addition to misrepresenting the manner in which the offering proceeds would be used, the defendants failed to tell investors that big and its subsidiaries were in a precarious financial state. in addition to sustaining substantial operating losses from the inception of the offering through the present, big had failed to make required interest payments to investors by july 1, 2010, and had failed to meet its own payroll obligations by august 2010. the complaint alleges that, notwithstanding, and without disclosing, this material information, the defendants continued selling promissory notes to new investors for at least three additional months. according to the complaint, the note offerings were not registered with the commission.
brewer investment group is a wealth management firm founded in 2000 and headquartered in chicago, illinois. the firm owns five subsidiary companies: brewer financial services; brewer investment advisor (ria); advisor resource; brewer futures group; and brewer insurance group. the securities and exchange commission announced that, on october 28, 2010, it filed a civil action in the united states district court for the northern district of illinois, eastern division, against brewer financial services, llc (" bfs "), a registered broker-dealer, brewer investment advisors, llc (" bia "), a registered investment adviser, brewer investment group, llc (" big "), their parent holding company, and their managing principals/officers, steven brewer and adam erickson, for allegedly participating in a fraudulent offering of promissory notes. bfs, bia, and big are based in, and brewer and erickson reside in, chicago, illinois. the complaint alleges that, from june 2009 through at least september 2010, the defendants raised approximately $ 5.6 million from 74 investors who invested in promissory notes issued by an isle of man company. although investors were told that their money would be used to repay certain debts of the issuer's parent company, and thereby release assets that would be used to secure their promissory note obligations, the complaint alleges that nearly all of the offering proceeds were transferred to big and its subsidiaries. according to the complaint, in addition to misrepresenting the manner in which the offering proceeds would be used, the defendants failed to tell investors that big and its subsidiaries were in a precarious financial state. in addition to sustaining substantial operating losses from the inception of the offering through the present, big had failed to make required interest payments to investors by july 1, 2010, and had failed to meet its own payroll obligations by august 2010. the complaint alleges that, notwithstanding, and without disclosing, this material information, the defendants continued selling promissory notes to new investors for at least three additional months. according to the complaint, the note offerings were not registered with the commission.