SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
[RULE 13d-101]
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
SECTION 240.13d-2(a)
(AMENDMENT NO. _________)*
Seacoast Banking Corporation of Florida
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
811707306
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(CUSIP Number)
Edward S. Barr
E.S. Barr & Company
1999 Richmond Road, Suite 1B
Lexington, Kentucky 40502
(859) 266-1300
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 26, 2009
-------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: /x/
Note. Scheduled filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 811707306 Page 2 of 12
13D
1. NAMES OF REPORTING PERSONS
E.S. Barr & Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO - Funds of investment advisory clients
WC - Working Capital
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 7. SOLE VOTING POWER
SHARES 247,800
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
1,248,265
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,248,265
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.515%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No. 811707306 Page 3 of 12
13D
1. NAMES OF REPORTING PERSONS
Edward S. Barr
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO - Funds of investment advisory clients
PF - Personal Funds
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Mr. Barr is a citizen of the United States of America.
NUMBER OF 7. SOLE VOTING POWER
SHARES 270,200
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
1,270,665
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,270,665
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.633%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
CUSIP No. 811707306 Page 4 of 12
13D
1. NAMES OF REPORTING PERSONS
E.S. Barr Holdings, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO - Funds of investment advisory clients
WC - Working Capital
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 7. SOLE VOTING POWER
SHARES 11,000
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
1,249,265
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,249,265
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.520%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
CUSIP No. 811707306 Page 5 of 12
13D
ITEM 1. SECURITY AND ISSUER.
The class of equity securities of Seacoast Banking Corporation of
Florida, a Florida corporation (the "Issuer") to which this statement on
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Schedule 13D relates is the Common Stock (the "Securities"). The Issuer's
----------
principal executive offices are located at 815 Colorado Avenue, Stuart,
Florida 34995.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Edward S. Barr ("Mr. Barr") and various
--------
entities which he directly or indirectly controls. E.S. Barr & Company, a
Kentucky corporation and wholly-owned subsidiary ("E.S. Barr"), engages in
---------
various aspects of the securities business, primarily as investment advisor to
various institutional and individual clients. E.S. Barr Holdings, LLC, a
Kentucky limited liability company ("Holdings"), is the parent holding company
--------
of E.S. Barr. Both entities and Mr. Barr may also make investments for their
own account.
The foregoing persons in the aggregate periodically own beneficially
more than 5% of a particular class of the issuer. Although one of the
foregoing persons is treated as institutional investors for purposes of
reporting its beneficial ownership, the holdings of those who do not qualify
as institutional investors may exceed the 1% threshold presented for filing on
Schedule 13G or implementation of the reporting persons' investment philosophy
may from time to time require action which could be viewed as not completely
passive. Therefore, the reporting persons are filing this Schedule 13D in
order to avoid any question as to whether their beneficial ownership is being
reported on the proper form and in order to provide greater investment
flexibility and administrative uniformity.
(a), (b) and (c) - This statement is being filed by one or more of
the following persons: E.S. Barr, Holdings, and Mr. Barr. Those of the
foregoing persons signing this Schedule 13D are hereafter referred to as the
"Reporting Persons."
E.S. Barr, a wholly-owned subsidiary of Holdings, is an investment
adviser registered under the Investment Advisers Act of 1940, as amended. E.S.
Barr provides discretionary managed account services for employee benefit
plans, private investors, endowments, foundations and others.
Holdings is the parent company of E.S. Barr and makes investments for
its own account.
Mr. Barr is the President and a Director of E.S. Barr and is a
Manager and majority equity holder of Holdings. Additionally, Mr. Barr makes
investments for his own account.
E.S. Barr is a Kentucky corporation and Holdings is a Kentucky
limited liability company, each having its principal business office at 1999
Richmond Road, Suite 1B, Lexington, Kentucky 40502. Mr. Barr's business
address is also 1999 Richmond Road, Suite 1B, Lexington, Kentucky 40502.
For information required by instruction C to Schedule 13D with
respect to the directors of the foregoing entities (collectively, "Covered
Persons"), reference is made to Schedule I, attached hereto and incorporated
herein by reference.
(d) Not applicable for any of the Reporting Persons.
(e) Not applicable for any of the Reporting Persons.
CUSIP No. 811707306 Page 6 of 12
13D
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Persons used an aggregate of approximately
$16,895,966.14 to purchase the Securities reported as beneficially owned in
Item 5. E.S. Barr used approximately $16,565,241.48 of funds that were
provided through the accounts of certain of its investment advisory clients
(and, in the case of a de minimis amount of the accounts, may be through
borrowings from client margin accounts) in order to purchase the Securities
for such clients. E.S. Barr and Holdings used approximately $53,524.35 and
$5,350.00, respectively, of their own working capital funds to purchase
Securities for their own investment accounts. Mr. Barr used approximately
$271,850.31 of his own personal funds to purchase Securities for his own
investment account.
ITEM 4. PURPOSE OF TRANSACTION.
Each of the Reporting Persons has purchased and holds the Securities
reported by it for investment for one or more accounts over which it has
shared, sole or both investment and/or voting power, for its own account, or
both.
The Reporting Persons are engaged in the business of securities
analysis and investment and pursue an investment philosophy of identifying
undervalued situations. In pursuing this investment philosophy, the Reporting
Persons analyze the operations, capital structure and markets of companies in
which they invest, including the Issuer, on a continuous basis through
analysis of documentation and discussions with knowledgeable industry
observers and with representatives of such companies. The Reporting Persons do
not believe they possess material inside information concerning the Issuer.
While generally, the Reporting Persons hold the Securities for investment
purposes only, the Reporting Persons do desire to suggest or take a position
with respect to potential changes in the operations, management or capital
structure of the Issuer as a means of enhancing shareholder values. Such
suggestions or positions may relate to one or more of the transactions
specified in clauses (a) through (j) of Item 4 of Schedule 13D, including,
without limitation, such matters as corporate governance, changing operating
or marketing strategies, or asking the Issuer to pursue all strategic
alternatives.
Each of the Reporting Persons intends to adhere to the foregoing
investment philosophy with respect to the Issuer. However, none of the
Reporting Persons intends to seek control of the Issuer or participate in the
management of the Issuer. In pursuing this investment philosophy, each
Reporting Person will continuously assess the Issuer's business, financial
condition, results of operations and prospects, general economic conditions,
the securities markets in general and those for the Issuer's securities in
particular, other developments and other investment opportunities, as well as
the investment objectives and diversification requirements of its owners or
clients and its fiduciary duties to such owners or clients. Depending on such
assessments, one or more of the Reporting Persons may acquire additional
Securities or may determine to sell or otherwise dispose of all or some of its
holdings of Securities.
Other than as described above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any transaction,
change or event specified in clauses (a) through (j) of Item 4 of Schedule
13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of Securities to which this Schedule 13D
relates is 1,270,665 shares, representing 6.633% of the 19,157,900 shares
outstanding as reported in the Issuer's most recent Form 10-Q for the
quarterly period ended March 31, 2009. The Reporting Persons beneficially own
those Securities as follows:
CUSIP No. 811707306 Page 7 of 12
13D
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SHARES OF COMMON STOCK % OF CLASS OF COMMON
-----------------------------------------------------------------------------------------------------------------
E.S. Barr 1,248,265 6.515
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Holdings 1,249,265 6.520
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Mr. Barr 1,270,665 6.633
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Mr. Barr is deemed to have beneficial ownership of the Securities
owned beneficially by each of the foregoing persons. E.S. Barr is deemed to
have beneficial ownership of the Securities owned beneficially for its own
account and by its clients. Holdings is deemed to have beneficial ownership of
the Securities owned beneficially for its own account and owned beneficially
by E.S. Barr.
(b) Each of the Reporting Persons has the sole power to vote or
direct the vote and the sole power to dispose or to direct the disposition of
the Securities reported for it. Mr. Barr has the sole power, indirectly, to
vote or direct the vote of the Securities reported for E.S. Barr and Holdings
and dispose or direct the disposition of the Securities reported for the
accounts of E.S. Barr, Holdings and clients of E.S. Barr. Holdings has the
sole power, indirectly, to vote or direct the vote of the Securities reported
for the account of E.S. Barr and dispose or direct the disposition of the
Securities reported for the accounts of E.S. Barr and clients of E.S. Barr.
E.S. Barr has the sole power, directly, to dispose or to direct the
disposition of the Securities of its clients.
(c) Information with respect to all transactions in the Securities
which were effected during the past sixty (60) days by each of the Reporting
Persons is set forth on Schedule II attached hereto and incorporated herein by
reference.
(d) The investment advisory clients of E.S. Barr have the sole right
to receive and, subject to the notice, withdrawal and/or termination
provisions of such advisory contracts, the sole power to direct the receipt of
dividends from, and the proceeds of sale of, any of the Securities
beneficially owned by such Reporting Persons on behalf of such clients. Except
as noted, no such client has an interest by virtue of such relationship that
relates to more than 5% of the Securities.
(e) Not applicable for any of the Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Not applicable for any of the Reporting Persons.
ITEM 7. MATERIAL TO BE FILED AS AN EXHIBIT.
The following Exhibit A is attached hereto.
Exhibit A: Joint Filing Agreement
CUSIP No. 811707306 Page 8 of 12
13D
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: July 6, 2009
E.S. Barr & Company
By: /s/ Edward S. Barr
------------------
Edward S. Barr
President
/s/ Edward S. Barr
------------------
Edward S. Barr
E.S. Barr Holdings, LLC
By: /s/ Edward S. Barr
------------------
Edward S. Barr
Manager
CUSIP No. 811707306 Page 9 of 12
13D
SCHEDULE I
INFORMATION WITH RESPECT TO DIRECTORS
OF E.S. BARR HOLDINGS, LLC
ITEM 2. IDENTITY AND BACKGROUND.
The following sets forth as to each of the directors of E.S. Barr
Holdings, LLC: his name; his business address; his present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted. Each
individual listed below is a citizen of the United States. To the knowledge of
the undersigned, during the last five years, no such person has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and no such person was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities law or finding any violation with respect to such laws.
E.S. Barr Holdings, LLC
Directors:
Alex G. Campbell, Jr. Investments
("Mr. Campbell") P.O. Box 223
Lexington, Kentucky 40588
William T. Young, Jr. President - W.T. Young, Inc.
("Mr. Young") P.O. Box 1110
Lexington, Kentucky 40588
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Campbell has used an aggregate of approximately $82,638.80 of
personal funds to purchase the Securities reported as beneficially owned in
Item 5.
Item 3 does not apply to Mr. Young
ITEM 4. PURPOSE OF TRANSACTION
Mr. Campbell has purchased the Securities reported herein as
beneficially owned by him for investment for his own account. He may acquire
additional Securities or dispose of some or all of the Securities reported
herein with respect to him. Mr. Campbell does not have any present plans or
proposals which would relate to or would result in any transaction, change or
event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 4 does not apply to Mr. Young.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
CUSIP No. 811707306 Page 10 of 12
13D
(a) Mr. Campbell is the beneficial owner of 15,000 shares of the
Securities, representing 0.078% of the 19,157,900 shares outstanding as
reported in the Issuer's most recent Form 10-Q for the quarterly period ended
March 31, 2009.
Item 5(a) does not apply to Mr. Young.
(b) Mr. Campbell has the sole power to vote or direct the vote and
sole power to dispose or to direct the disposition of the Securities reported
for him.
Item 5(b) does not apply to Mr. Young.
(c) Item 5(c) does not apply to Mr. Campbell or Mr. Young.
(d) Item 5(d) does not apply to Mr. Campbell or Mr. Young.
(e) Item 5(e) does not apply to Mr. Campbell or Mr. Young.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
Item 6 does not apply to Mr. Campbell or Mr. Young.
CUSIP No. 811707306 Page 11 of 12
13D
SCHEDULE II
INFORMATION WITH RESPECT TO TRANSACTIONS
EFFECTED DURING THE PAST SIXTY DAYS
-------------------- ---------------- ---------------- ------------- ----------------
Transaction Type Trade Date Settle Date Quantity Average Price
-------------------- ---------------- ---------------- ------------- ----------------
-------------------- ---------------- ---------------- ------------- ----------------
Bought 5/1/09 5/6/09 1,750 4.00
-------------------- ---------------- ---------------- ------------- ----------------
Sold 5/11/09 5/14/09 1,000 3.74
-------------------- ---------------- ---------------- ------------- ----------------
Sold 5/12/09 5/15/09 700 3.71
-------------------- ---------------- ---------------- ------------- ----------------
Sold 5/15/09 5/20/09 2,500 3.66
-------------------- ---------------- ---------------- ------------- ----------------
Bought 5/18/09 5/21/09 700 3.67
-------------------- ---------------- ---------------- ------------- ----------------
Sold 5/21/09 5/27/09 2,000 3.20
-------------------- ---------------- ---------------- ------------- ----------------
Bought 5/22/09 5/28/09 11,500 3.33
-------------------- ---------------- ---------------- ------------- ----------------
Sold 5/26/09 5/29/09 1,000 3.23
-------------------- ---------------- ---------------- ------------- ----------------
Bought 5/28/09 6/2/09 2,600 3.01
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/1/09 6/4/09 7,000 2.62
-------------------- ---------------- ---------------- ------------- ----------------
Sold 6/1/09 6/4/09 5,000 2.60
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/2/09 6/5/09 8,050 2.60
-------------------- ---------------- ---------------- ------------- ----------------
Sold 6/2/09 6/5/09 4,100 2.55
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/5/09 6/10/09 10,800 2.77
-------------------- ---------------- ---------------- ------------- ----------------
Sold 6/5/09 6/10/09 3,500 2.67
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/9/09 6/12/09 5,000 2.80
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/12/09 6/17/09 9,300 2.97
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/15/09 6/18/09 12,400 2.93
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/16/09 6/19/09 20,400 3.04
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/17/09 6/22/09 12,000 3.15
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/18/09 6/23/09 5,000 3.14
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/19/09 6/24/09 7,950 3.18
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/24/09 6/29/09 5,000 2.49
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/26/09 7/1/09 29,500 2.41
-------------------- ---------------- ---------------- ------------- ----------------
Bought 6/29/09 7/2/09 93,500 2.48
-------------------- ---------------- ---------------- ------------- ----------------
CUSIP No. 811707306 Page 12 of 12
13D
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred
to below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock of SEACOAST BANKING
CORPORATION OF FLORIDA, and that this Agreement be included as an Exhibit to
such joint filing. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned hereby executed this Agreement
this 6th day of July, 2009.
E.S. Barr & Company
By: /s/ Edward S. Barr
-------------------------
Edward S. Barr
President
/s/ Edward S. Barr
------------------------------
Edward S. Barr
E.S. Barr Holdings, LLC
By: /s/ Edward S. Barr
-------------------------
Edward S. Barr
Manager