SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(AMENDMENT NO.1)*
Seacoast Banking Corporation of Florida
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(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
811707306
---------
(CUSIP Number)
December 31, 2008
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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).
Page 2 of 13
CUSIP No. 811707306
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. CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 5. SOLE VOTING POWER
SHARES 4,500
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
4,500
8. SHARED DISPOSITIVE POWER
942,322
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,822
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.92%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
Page 3 of 13
CUSIP No. 811707306
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. CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 5. SOLE VOTING POWER
SHARES 11,400
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 124,400
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
11,400
8. SHARED DISPOSITIVE POWER
1,066,722
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,078,122
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.61%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, IN
Page 4 of 13
CUSIP No. 811707306
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. CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 4,500
REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
946,822
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,822
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.92%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
Page 5 of 13
ITEM 1.
(a) NAME OF ISSUER
Seacoast Banking Corporation of Florida
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
815 Colorado Avenue
P.O. Box 9012
Stuart, FL 34995
ITEM 2.
(a) NAME OF PERSON FILING
E.S. Barr & Company
Edward S. Barr
E.S. Barr Holdings, LLC
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
The business address for each reporting person is:
1999 Richmond Road
Suite 1B
Lexington, KY 40502
(c) CITIZENSHIP
E.S. Barr & Company is a corporation organized under the
laws of the Commonwealth of Kentucky
Edward S. Barr is a citizen of the United States of America
E.S. Barr Holdings, LLC is a limited liability company
organized under the laws of the Commonwealth of Kentucky
(d) TITLE OF CLASS OF SECURITIES
Common Stock
(e) CUSIP NUMBER
811707306
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b)
OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
E.S. Barr & Company -
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
Page 6 of 13
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
Edward S. Barr -
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
Page 7 of 13
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
E.S. Barr Holdings, LLC -
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Section
240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
E.S. Barr & Company: 946,822
Page 8 of 13
Edward S. Barr: 1,078,122
E.S. Barr Holdings, LLC: 946,822
(b) Percent of class:
E.S. Barr & Company 4.92%
Edward S. Barr 5.61%
E.S. Barr Holdings, LLC 4.92%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
E.S. Barr & Company 4,500 shares
Edward S. Barr 11,400 shares
E.S. Barr Holdings, LLC 0 shares
(ii) Shared power to vote or to direct the vote:
E.S. Barr & Company 0 shares
Edward S. Barr 124,400 shares
E.S. Barr Holdings, LLC 4,500 shares
(iii) Sole power to dispose or to direct the disposition
of:
E.S. Barr & Company 4,500 shares
Edward S. Barr 11,400 shares
E.S. Barr Holdings, LLC 0 shares
(iv) Shared power to dispose or to direct the
disposition of:
E.S. Barr & Company 942,322 shares
Edward S. Barr 1,066,722 shares
E.S. Barr Holdings, LLC 946,822 shares
942,322 shares of Issuer common stock (or 4.900% of the outstanding
shares of Issuer common stock) are held in the aggregate in numerous accounts
of clients of E.S. Barr & Company (the "Investment Adviser"), a registered
investment adviser which has the power to direct the disposition of such
shares (collectively, the "Client Shares"). In addition to the Client Shares,
the Investment Adviser holds 4,500 shares of Issuer common stock in its own
name.
E.S. Barr Holdings, LLC (the "Holding Company") owns all outstanding
shares of common stock of the Investment Adviser.
Page 9 of 13
Edward S. Barr is the President and a Director of the Investment
Adviser and is a Manager and majority equity holder of the Holding Company. In
addition, (i) 11,400 shares of Issuer common stock are held by Mr. Barr
individually (or through retirement accounts for his benefit), (ii) 1,000
shares of Issuer common stock are held of record by Mr. Barr's spouse (or
through retirement accounts for such spouse's benefit) and (iii) 123,400
shares of Issuer common stock (apart from the Client Shares and the shares of
Issuer common stock held of record by the Investment Adviser and the Holding
Company) are held in the aggregate by entities which are affiliates of Mr.
Barr. The aggregate shares of Issuer common stock held by the Investment
Adviser, Mr. Barr, his spouse and affiliates of Mr. Barr other than the
Investment Adviser and the Holding Company do not exceed one percent of the
securities of the subject class. The Holding Company and Mr. Barr disclaim
beneficial ownership of any shares of Issuer common stock not held of record
by them.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
E.S. Barr & Company
If this statement is being filed to report the fact that as of the
date hereof, the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following [ X ].
Edward S. Barr
Not Applicable.
E.S. Barr Holdings, LLC
If this statement is being filed to report the fact that as of the
date hereof, the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following [ X ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY OR CONTROL PERSONS
See Exhibits 1 and 2.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
Page 10 of 13
ITEM 10. CERTIFICATION
By signing below, each of E.S. Barr & Company, Edward S. Barr and E.S. Barr
Holdings, LLC certifies that, to the best of such reporting person's knowledge
and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 14, 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
Page 11 of 13
EXHIBIT 1
As required by Item 7 to Schedule 13G, Edward S. Barr is a control person of
E.S. Barr & Company, classified under Item 3 as an investment adviser in
accordance with Section 240.13d-1(b)(1)(ii)(E).
Page 12 of 13
EXHIBIT 2
As required by Item 7 to Schedule 13G, E.S. Barr Holdings, LLC is the parent
holding company of E.S. Barr & Company, classified under Item 3 as an
investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
Page 13 of 13
EXHIBIT 3
JOINT FILING AGREEMENT
In accordance with Section 240.13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing on
behalf of each of them of a statement on Schedule 13G (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 14th day of February, 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