[LOGO]
ABG
Atlantic
BancGroup, Inc.
March 19, 2004
To our Shareholders:
The 2004 Annual Meeting of Shareholders of Atlantic BancGroup, Inc. will
be held at the Sea Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida
32233 on April 22, 2004, beginning at 2:00 p.m. local time.
The Notice of the Annual Meeting of Shareholders and Proxy Statement
attached to this letter describe the formal business that will be transacted at
the Annual Meeting and provide material information concerning that business.
Our directors and officers, as well as a representative of the accounting firm
Stevens, Powell & Company, P.A., will be present at the Annual Meeting to
respond to your questions and to share with you our plans and goals for 2004.
It is important that your shares be represented and voted at the Annual
Meeting. You can vote your shares by completing and signing the enclosed Proxy
Card. Should you attend the Annual Meeting and prefer to vote in person, you
will be given that opportunity.
On behalf of the Board of Directors and all the employees of Atlantic
BancGroup, Inc., we look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Barry W. Chandler
Barry W. Chandler
President and Chief Executive Officer
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
[LOGO]
ABG
Atlantic
BancGroup, Inc.
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 22, 2004
The 2004 Annual Meeting of Shareholders ("Annual Meeting") of Atlantic
BancGroup, Inc. ("Atlantic BancGroup") will be held at the Sea Turtle Inn, One
Ocean Boulevard, Atlantic Beach, Florida 32233, on April 22, 2004, beginning at
2:00 p.m. local time. At the Annual Meeting, the holders of Atlantic BancGroup's
outstanding common stock will act on the following items:
1. The election of three Class II members of the Board of Directors,
each to serve for a three-year term;
2. The ratification of the appointment of Stevens, Powell & Company,
P.A., as the independent auditors for Atlantic BancGroup and its
wholly-owned subsidiary, for the fiscal year ending December 31,
2004;
3. The adjournment of the Annual Meeting to solicit additional proxies
in the event there are not sufficient votes to approve either of the
foregoing items;
To transact any other business that properly comes before the Annual
Meeting, or any adjournment thereof.
All shareholders of record owning shares of Atlantic BancGroup at the
close of business on February 27, 2004, are entitled to vote at the Annual
Meeting or any adjournments thereof.
By Order of the Board of Directors,
/s/ David L. Young
David L. Young
Corporate Secretary
Jacksonville Beach, Florida
March 19, 2004
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
[LOGO]
ABG
Atlantic
BancGroup, Inc.
PROXY STATEMENT
These proxy materials are being provided in connection with the
solicitation by the Board of Directors of Atlantic BancGroup, Inc. ("Atlantic
BancGroup") of proxies to be voted at the 2004 Annual Meeting of Shareholders,
and any adjournment thereof ("Annual Meeting"). Atlantic BancGroup's Annual
Report, which includes the financial statements for the fiscal year ended
December 31, 2003, accompanies this Proxy Statement, which is first being mailed
to shareholders on or about March 19, 2004.
Date, Time and Location
>> Thursday, April 22, 2004
>> 2:00 p.m. local time
>> The Sea Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida
32233
Solicitation and Voting of Proxies
This Proxy Statement and the accompanying Proxy Card are being furnished
to Atlantic BancGroup shareholders in connection with the solicitation of
proxies by the Board of Directors of Atlantic BancGroup, the parent holding
company of Oceanside Bank ("Bank"). Proxies obtained by the Board of Directors
will be voted at Atlantic BancGroup's Annual Meeting in the manner indicated by
the Board's recommendations stated in this Proxy Statement.
Regardless of the number of shares of common stock that you own, it is
important that your shares be represented by proxy or that you be present at the
Annual Meeting. To vote by proxy, please indicate your vote in the spaces
indicated on the enclosed Proxy Card and return it signed and dated, in the
enclosed postage-paid envelope. Proxies obtained by the Board of Directors will
be voted in accordance with the directions given therein. If you do not indicate
how your shares should be voted on a matter, the shares represented by your
properly completed proxy will be voted as the Board of Directors recommends.
In order for us to have a quorum present to be able to convene the Annual
Meeting, it is important that your proxy be returned promptly. Therefore,
whether or not you plan to be present at the Annual Meeting, please complete,
sign and date the enclosed Proxy Card and return it in the enclosed postage-paid
envelope, so that your proxy can be counted for purposes of establishing a
quorum in order that the Annual Meeting can proceed as scheduled.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
1
Revocation of Proxy
Your presence at the Annual Meeting will not automatically revoke your
proxy. However, you may revoke a proxy at any time prior to its exercise by:
>> Delivering a written notice of revocation to Atlantic BancGroup; or
>> Delivering a duly executed proxy bearing a later date to Atlantic
BancGroup; or,
>> Attending the Annual Meeting and choosing to vote in person.
Voting Procedures
Our Articles of Incorporation do not provide for cumulative voting. Under
the Florida Business Corporation Act ("Act"), directors are elected by a
plurality of the votes cast at a meeting at which a quorum is present. Our
Bylaws provide that a majority of shares entitled to vote and represented in
person or by proxy at a shareholder meeting constitutes a quorum. Therefore,
each shareholder of record on the record date has the right to vote, in person
or by proxy, the number of shares owned by him or her for as many director
nominees as there are directors to be elected. For example, if you own five
shares, you may vote a maximum of five shares for each director to be elected.
Other matters are approved if affirmative votes cast for a proposal exceed
the votes cast against that proposal at a meeting at which a quorum is present,
unless a greater number of affirmative votes or voting by classes is required by
the Act or our Articles of Incorporation. Abstentions and broker non-votes have
no effect under the Act.
If your shares are held in "street name," under certain circumstances your
brokerage firm may vote your shares. Brokerage firms have authority to vote
their customers' shares on certain "routine" matters, including the election of
directors. When a brokerage firm votes its customers' shares on routine matters,
these shares are also counted for purposes of establishing a quorum to conduct
business at the meeting. A brokerage firm cannot vote its customers' shares on
non-routine matters. Accordingly, these shares are not counted as votes against
a non-routine matter, but rather are not counted at all for these matters. There
are no non-routine matters to vote upon at this Annual Meeting.
The close of business on February 27, 2004, has been fixed by the Board of
Directors as the "record date" for determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting, and any adjournment thereof. On
the record date, there were 1,247,516 shares of Atlantic BancGroup common stock
outstanding which were held by approximately 650 shareholders.
MARKET INFORMATION
Our common stock is quoted on the NASDAQ SmallCap Market under the symbol
"ATBC". Our primary market maker in the stock is Advest, Inc. The market price
for our stock is included in our Annual Report on Form 10-KSB under the heading
"Market Price for Registrant's Common Equity and Related Stockholder Matters."
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
2
BOARD OF DIRECTORS MEETINGS
During the year ended December 31, 2003, Atlantic BancGroup's Board of
Directors held four regular and two special meetings. All directors attended at
least 75% of the total meetings of the Board of Directors and any committees on
which he or she served, except Mr. Dubberly, who attended 70% and Messrs.
Cervone and Wolfson, who each attended 67%. Atlantic BancGroup currently does
not pay directors' fees. The Directors of the Bank receive $750 for each Board
meeting. Members of the Loan Committee receive $250 per month for serving on the
Committee.
COMMITTEES OF THE BOARD OF DIRECTORS
General
Atlantic BancGroup does not have a standing Nominating or Compensation
Committee. The Board of Directors acts as a Nominating Committee for the annual
selection of nominees for the election of directors. While the Board of
Directors will consider nominees recommended by shareholders, it has not
actively solicited such recommendations nor has it to date established any
director nominee criteria or shareholder nominee procedures. The Board of
Directors is reviewing the requirements of new Securities and Exchange
Commission rules to determine if a Nominating Committee should be established
and to set forth Atlantic BancGroup's position regarding shareholder
nominations.
In 2003, Atlantic BancGroup had only one standing committee, the Audit
Committee, which was comprised of the same members that serve on the Bank's
Audit Committee. Atlantic BancGroup's Audit Committee met four times during the
year. The standing committees of the Bank are the: Audit Committee, Loan
Committee, Asset/Liability/Investment Committee, and Compensation Committee. The
following table lists the members of each Committee in 2003.
Asset/Liability/
Board Member Audit Investment Loan Compensation
------------ ----- ---------- ---- ------------
Frank J. Cervone X X
Barry W. Chandler X X X
Jimmy D. Dubberly Chair
Donald F. Glisson, Jr. X Chair X Chair
Robin H. Scheiderman X X
Gordon K. Watson X X
Conrad L. Williams X X
Dennis M. Wolfson Chair
David L. Young Ex Officio
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
3
REPORT OF THE AUDIT COMMITTEE
The audit functions of the Audit Committee are focused on three areas:
o The adequacy of Atlantic BancGroup's and the Bank's internal
controls and financial reporting process and the reliability of
Atlantic BancGroup's and the Bank's financial statements.
o The performance of Atlantic BancGroup's and the Bank's internal
auditors and the independence and performance of Atlantic
BancGroup's and the Bank's independent auditors.
o Atlantic BancGroup's and the Bank's compliance with legal and
regulatory requirements.
The Audit Committee met with management periodically to consider the
adequacy of Atlantic BancGroup's and the Bank's internal controls and the
objectivity of their financial reporting. These matters were discussed with
Atlantic BancGroup's and the Bank's independent auditors.
The Audit Committee met with the independent auditors without management
present. The independent auditors have unrestricted access to the members of the
Audit Committee. The Audit Committee also recommends to the Board the
appointment of the independent auditors and periodically reviews their
performance, fees and independence from management.
The Board of Directors has determined that none of the members of the
Audit Committee has a relationship to Atlantic BancGroup or the Bank that may
interfere with their independence from Atlantic BancGroup or the Bank and their
management.
Ms. Robin Scheiderman, a Certified Public Accountant, with extensive
auditing experience, has the requisite financial expertise to qualify as an
"audit committee financial expert" as defined by Securities and Exchange
Commission Rules. Accordingly, the Board has designated her to hold that
position.
Management has primary responsibility for Atlantic BancGroup's and the
Bank's financial statements and the overall reporting process, including the
system of internal controls. The independent auditors audit the annual financial
statements prepared by management, express an opinion as to whether those
financial statements fairly present the financial position, results of
operations and cash flows of Atlantic BancGroup and the Bank in conformity with
accounting principles generally accepted in the United States of America and
discuss with the Audit Committee any issues they believe should be raised or
addressed. The Audit Committee monitors these processes, relying without
independent verification, on the information provided to the Audit Committee and
on the representations made by management and the independent auditors.
This year, the Audit Committee reviewed Atlantic BancGroup's and the
Bank's audited financial statements as of, and for, the fiscal year ended
December 31, 2003, and met with both management and independent auditors of
Atlantic BancGroup and the Bank to discuss those
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
4
financial statements. Management has represented to the Audit Committee that the
financial statements were prepared in accordance with accounting principles
generally accepted in the United States of America.
The Audit Committee has received from, and discussed with, Stevens, Powell
& Company, P.A. the written disclosure and the letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees).
These items relate to that firm's independence from Atlantic BancGroup and the
Bank. The Audit Committee also discussed with Stevens, Powell & Company, P.A.
any matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).
Based on these reviews and discussions, the Audit Committee recommended to
the Board of Directors that Atlantic BancGroup's audited financial statements be
included in Atlantic BancGroup's and the Bank's annual report on Form 10-KSB for
the fiscal year ended December 31, 2003. The Audit Committee met four times in
2003. No Audit Committee member attended less than 75% of the meetings.
Jimmy D. Dubberly, Chairman Dr. Conrad L. Williams
Robin H. Scheiderman Donald F. Glisson, Jr.
Asset/Liability/Investment Committee
The Asset/Liability/Investment Committee at the Bank establishes the asset
and liability management policies of the Bank, monitors and sets limitations for
interest-rate risk and reviews asset and liability reports relating to Atlantic
BancGroup's balance sheet mix. The Committee met four times during the year. No
member of the Asset/Liability/Investment Committee attended less than 75% of
Committee meetings.
Loan Committee
The Loan Committee of the Bank meets as required to act upon significant
loan requests made to the Bank. The Committee met 29 times during the year. No
Loan Committee member attended less than 75% of Committee meetings, except Mr.
Wolfson who attended 72% of the meetings.
Compensation Committee
The Bank's Compensation Committee meets as required to consider the
adequacy of the Bank's compensation policies in meeting the goals of the Bank.
The Compensation Committee met once in 2003, with all members in attendance.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
5
PROPOSAL I. ELECTION OF DIRECTORS
The Board of Directors is presently comprised of eight members. Atlantic
BancGroup's Articles of Incorporation provide that directors shall be divided
into three classes, which each serve for staggered three-year terms. This year,
Class II directors are to be elected. To the best of our knowledge, no director
nominee is being proposed for election pursuant to any agreement between that
person and any other person.
The three nominees, Donald F. Glisson, Jr., Robin H. Scheiderman and
Gordon K. Watson named herein, have indicated that they are willing to stand for
election and to serve as directors if elected. Should a director nominee become
unable or unwilling to serve, proxies will be voted for the election of such
other person as the Board of Directors may choose to nominate.
The affirmative vote of a plurality of the votes cast at the Annual
Meeting is needed to elect a director. Abstentions and withheld votes will have
the same effect as votes against a director nominee.
Information relating to the business experience and age of Atlantic
BancGroup's director nominees, continuing directors and non-director executive
officers is set forth below.
DIRECTOR NOMINEES
CLASS II DIRECTORS
TERMS TO EXPIRE IN 2007
Donald F. Glisson, Jr., age 44, is Chairman of the Board of Atlantic BancGroup
and a director of the Bank. He has served in those positions since December 1998
and 1996, respectively. Mr. Glisson serves as President of Triad Financial
Services, Inc., in Jacksonville, Florida. Triad Financial is a 100 plus employee
consumer finance company and ranked as one of the fastest growing companies in
Florida. Mr. Glisson graduated from the Florida State University with a
Bachelor's degree in Finance.
Robin H. Scheiderman, age 47, is a director of Atlantic BancGroup and the Bank.
She has served in those positions since December 1998 and 1996, respectively.
Since 1992, Ms. Scheiderman has been self-employed as a certified public
accountant. Prior to that she served as the Chief Financial Officer for the
California College for Health Sciences. In addition, Ms. Scheiderman served as
Director of Taxes for Florida Rock Industries, Inc. in Jacksonville, Florida.
She earned a Bachelor's degree and a Master's degree from the University of
North Florida. Ms. Scheiderman is a licensed Certified Public Accountant and
Certified Financial Planner.
Gordon K. Watson, age 54, is a director of Atlantic BancGroup and has served in
that capacity since December 1998. He has also been a director of the Bank since
1996. Mr. Watson is a founding member and senior partner with the law firm of
Watson & Osborne, P.A. in Jacksonville, Florida since 1974. He is a resident of
Ponte Vedra Beach. Mr. Watson received a Bachelor's degree in Marketing and
Management from Jacksonville University. Mr. Watson received his Juris Doctor
degree from the University of Florida.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
6
CONTINUING DIRECTORS
CLASS I DIRECTORS
TERMS EXPIRING IN 2005
Frank J. Cervone, age 51, is a director of Atlantic BancGroup and the Bank. He
has been a director of Atlantic BancGroup since December 1998, and a director of
the Bank since 1996. Dr. Cervone is an endodontist and has been practicing in
Jacksonville Beach since 1990. Dr. Cervone holds a Bachelor's degree in Biology
from the University of Pittsburgh, a D.M.D. degree from the University of
Pittsburgh, School of Dental Medicine, and a specialty designation in
Endodontics from the University of Pennsylvania.
Barry W. Chandler, age 53, is a director of Atlantic BancGroup and Chairman of
the Board of the Bank. Mr. Chandler has served as: President and Chief Executive
Officer of Atlantic BancGroup since April 2000, director of Atlantic BancGroup
since December 1998, a director and President of the Bank since 1996, and Chief
Executive Officer of the Bank since December 1999. Prior to joining the Bank,
Mr. Chandler was with Ponte Vedra National Bank from 1990 to 1996. He is a
graduate of the Graduate School of Retail Bank Management of the University of
Virginia.
Jimmy D. Dubberly, age 62, is a director of Atlantic BancGroup and the Bank. He
has been a director with Atlantic BancGroup since December 1998 and a director
of the Bank since 1996. Mr. Dubberly is the President, Chairman, and Chief
Executive Officer of the South Georgia Bank, Glennville, Georgia, positions he
has held since 1986. Mr. Dubberly is a graduate of the School of Banking of the
South at Louisiana State University, and the Georgia Banking School at the
University of Georgia.
CLASS III DIRECTORS
TERMS EXPIRING IN 2006
Conrad L. Williams, age 74, is a director of Atlantic BancGroup and the Bank. He
has been a director of Atlantic BancGroup since December 1998, and a director of
the Bank since 1996. Dr. Williams is a retired veterinarian. He has been a
resident of the Jacksonville Beaches community since 1959. Dr. Williams holds
two undergraduate degrees, one from Louisiana Tech University and one from the
University of Florida. Dr. Williams received his DVM degree from the University
of Georgia, College of Veterinary Medicine.
Dennis M. Wolfson, age 62, is a director of Atlantic BancGroup and the Bank. He
has been a director of Atlantic BancGroup since December 1998 and a director of
the Bank since 1996. Mr. Wolfson is a life long resident of Jacksonville. Mr.
Wolfson is self-employed as a real estate investor, mortgage broker and real
estate broker. Mr. Wolfson served as Senior Vice President and Director of the
Daylight Grocery Company. In addition, he served as Vice President and Director
of Merritt-Chapman & Scott Corporation, managing a ninety million dollar
portfolio. Mr. Wolfson is a trustee and executive committee member of Wolfson
Children's Hospital in Jacksonville and a member of the Baseball Task Force of
the Jacksonville Sports Authority. Mr. Wolfson attended Bentley College and
Boston University. He received his Bachelor's degree in Finance from the
University of Georgia.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
7
NON-DIRECTOR EXECUTIVE OFFICERS
David L. Young, age 58, is Executive Vice President, Chief Financial Officer and
Corporate Secretary of Atlantic BancGroup and Executive Vice President and Chief
Financial Officer of the Bank. Mr. Young joined the Bank in May 1997. Prior to
joining the Bank, Mr. Young was the Finance Manager for the Loan and Investment
Operation Division of Barnett Bank in Jacksonville from 1995 to 1997. He is a
graduate of Jacksonville University and the Graduate School of Retail Bank
Management at the University of Virginia.
Grady R. Kearsey, age 59, is Executive Vice President and Senior Loan Officer of
the Bank. Mr. Kearsey joined the Bank in July 1997 and served as Vice President,
Lender until January 2001, when he was promoted to his current position. Prior
to joining the Bank, Mr. Kearsey served as Vice President, Market Manager of
SunTrust Bank from 1996 to July 1997. Prior to serving with SunTrust, Mr.
Kearsey was with Ponte Vedra National Bank. Mr. Kearsey has a Bachelor's degree
from Jacksonville University.
--------------------------------------------------------------------------------
The Board of Directors Recommends that the Shareholders
Vote "For" the Election of the Three Class II Director Nominees.
--------------------------------------------------------------------------------
BENEFICIAL STOCK OWNERSHIP OF
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains information regarding the current beneficial
ownership of Atlantic BancGroup common stock of each director nominee,
continuing director and non-director executive officers as of the record date.
Based upon stock ownership filing with the Securities and Exchange Commission,
to the best of our knowledge, Mr. Watson is the only beneficial owner of more
than 5% of Atlantic BancGroup's common stock.
Number % of
of Shares Beneficial
Name Owned (1) Ownership
---- --------- ---------
Frank J. Cervone 14,640 1.17%
Barry W. Chandler 15,000 1.20
Jimmy D. Dubberly 14,930 1.20
Donald F. Glisson, Jr 43,011 3.45
Grady R. Kearsey 3,670 0.29
Robin H. Scheiderman 50,400 4.04
Gordon K. Watson 81,120 6.50
Conrad L. Williams 6,120 0.49
Dennis M. Wolfson 12,300 0.99
David L. Young 7,320 0.59
------- -----
All directors and executive officers
as a group (10 individuals) 248,511 19.92%
======= =====
----------
(1) Includes shares for which the named person:
o has sole voting and investment power;
o has shared voting and investment power with a spouse, or
o holds in an IRA or other retirement plan program, unless otherwise
indicated in these footnotes.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
8
EXECUTIVE COMPENSATION
Summary Compensation Table
The Summary Compensation Table on the following page shows compensation
information regarding Barry W. Chandler, President and Chief Executive Officer
of Atlantic BancGroup and President, Chief Executive Officer and Chairman of the
Board of the Bank. No other executive officer received compensation at a level
required to be reported herein by Securities and Exchange Commission
regulations.
Annual Compensation
-------------------
Other
Name and Annual
Principal Position Year Salary Bonus Compensation
------------------ ---- ------ ----- ------------
2003 $134,375 $16,125(1) $22,535(2)
Barry W. Chandler
President and Chief Executive Officer 2002 125,000 14,225(1) 13,596(3)
2001 116,800 23,000(1) 7,800(4)
----------
(1) Mr. Chandler received his 2003 bonus, $16,125, in 2003, his 2002
bonus, $14,225, in 2003 and his 2001 bonus, $23,000, in 2002.
(2) Includes Simple IRA contribution, Indexed Retirement Plan accruals,
directors' fees, referral fees, incentives, vacation buy-back and
Kiwanis Club dues.
(3) Includes split-order life insurance premiums, directors' fees,
referral fees, incentives, vacation buy-back and Kiwanis Club dues.
(4) Includes split-order life insurance premiums, directors' fees,
referral fees, incentives, and Kiwanis Club dues.
Benefits
Officers of the Bank are provided hospitalization, major medical, short-
and long-term disability insurance, dental insurance and term life insurance
under group plans on generally the same terms as are offered to all full-time
employees.
Employment Contracts
Neither Atlantic BancGroup nor the Bank has employment agreements with any
of its employees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain directors, executive officers and principal shareholders (defined
as individuals owning 5% or more of Atlantic BancGroup common stock) of Atlantic
BancGroup are customers of, and have banking relations with, the Bank. Loans
made to these individuals are governed under the provisions of Section 22(h) of
the Federal Reserve Act. Section 22(h) requires that any loans made by the Bank
to such individuals, or to any related interest of such individuals, must: (i)
be on substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with non-affiliated
parties and; (ii) not
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
9
involve more than the normal risk of repayment or present other unfavorable
features. These restrictions do not affect preferential loans to full-time
employees who are not directors or executive officers of Atlantic BancGroup or
the Bank. Atlantic BancGroup has no loans outstanding to its directors or
officers. As of December 31, 2003, the Bank's total loans to directors,
executive officers and principal shareholders of Atlantic BancGroup and the Bank
was $2,568,000.
PROPOSAL II. RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2004
Following consultation with the Audit Committee, the Board of Directors
intends to retain the accounting firm of Stevens, Powell & Company, P.A.
("Stevens, Powell"), as the independent auditors for Atlantic BancGroup and the
Bank for the fiscal year ending December 31, 2004. A representative from the
firm is expected to be present at the Annual Meeting to make a statement and to
respond to shareholder questions.
Audit Fees: The aggregate fees billed for professional services by
Stevens, Powell, in connection with the audit of the annual financial statements
and the reviews of the financial statements included in Atlantic BancGroup's
quarterly filings with the Securities and Exchange Commission for the fiscal
years ended December 31, 2002, and December 31, 2003, were $70,717 and $89,870,
respectively.
Audit-Related Fees: In 2002 and 2003, Stevens, Powell also billed Atlantic
BancGroup $542 and $412, respectively for fees reasonably related to the
performance of its audit and reviews of financial statements. Such fees included
travel and postage and courier related fees.
Tax Fees: In 2002 and 2003, Stevens, Powell also billed Atlantic BancGroup
$7,443 and $4,160, respectively for tax compliance and advice, including the
preparation of Atlantic BancGroup's corporate tax returns.
All Other Fees: In addition to those fees described above, Stevens, Powell
also billed Atlantic BancGroup $1,900 and $1,000 in 2002 and 2003, respectively.
Such fees were for consultation related to branch profitability, director fees,
and budget analysis for 2002 and attendance at strategic planning session and
related consultation for 2003.
In all instances, Stevens, Powell performance of those services was
pre-approved by Atlantic BancGroup's Audit Committee, except for the category of
All Other Fees, which is less than 5% of the total fees, and in 2003 was
directly related to an invitation to attend a meeting of Atlantic BancGroup's
Board of Directors.
In order to be adopted, this item must be approved by the holders of a
majority of the outstanding shares of Atlantic BancGroup's common stock present
or represented by proxy and entitled to vote at the Annual Meeting. If the
shareholders do not vote in favor of the appointment of Stevens, Powell, the
Board of Directors will consider the selection of other auditors.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
10
--------------------------------------------------------------------------------
The Board of Directors Recommends that Shareholders Vote "For"
the Ratification of Stevens, Powell & Company, P.A., as the
Independent Auditors for the Fiscal Year Ending December 31, 2004.
--------------------------------------------------------------------------------
PROPOSAL III. ADJOURNMENT OF ANNUAL MEETING
The Board of Directors seeks your approval to adjourn the Annual Meeting
in the event that there are not a sufficient number of votes to approve
Proposals I or II at the Annual Meeting. In order to permit proxies that have
been timely received by the Atlantic BancGroup to be voted for an adjournment,
we are submitting this item as a separate matter for your consideration. If it
is necessary to adjourn the Annual Meeting and the adjournment is for a period
of less than 30 days, no notice of the time or place of the reconvened meeting
will be given to shareholders, other than an announcement made at the Annual
Meeting.
--------------------------------------------------------------------------------
The Board of Directors Recommends that Shareholders Vote "For"
the Approval of the Adjournment of the Annual Meeting.
--------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
To the best of our knowledge, during 2003, each of our directors and
officers timely filed all reports required by Section 16(a) of the Securities
Exchange Act of 1934. We have no record of any person having beneficial
ownership of 10% or more of Atlantic BancGroup common stock.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in Atlantic BancGroup's proxy
materials for the 2005 Annual Meeting, any shareholder's proposal to take action
at that Meeting must be received at our corporate office at 1315 South Third
Street, Jacksonville Beach, Florida 32250, no later than November 23, 2004.
Shareholder proposals shall be subject to the requirements of the proxy rules
(Regulation 14A) adopted under the Securities Exchange Act of 1934, as amended.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN
ANNUAL MEETING AND SHAREHOLDER NOMINATIONS
Our Bylaws provide an advance notice procedure for bringing certain
business, including nominations for directors, before an Annual Meeting. For a
shareholder to properly bring business before an Annual Meeting, the shareholder
must give written notice to Atlantic BancGroup's Corporate Secretary not less
than ten days before the time originally fixed for such meeting.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
11
SOLICITATION
The cost of soliciting proxies on behalf of the Board of Directors for the
Annual Meeting will be borne by Atlantic BancGroup. Proxies may be solicited by
directors, officers or our regular employees, in person or by telephone, e-mail
or mail. We are requesting persons and entities holding shares in their names,
or in the names of their nominees, to send proxy materials to, and obtain
proxies from, such beneficial owners. Those persons and entities will be
reimbursed for their reasonable out-of-pocket expenses.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE
THE ANNUAL MEETING
The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting, other than those matters described in
this Proxy Statement. If any other matter should properly come before the Annual
Meeting, however, it is intended that the proxies solicited hereby will be voted
in accordance with the judgment of the person or persons voting the proxies. If
you do not wish to extend such authority, you may limit your proxy by marking
the appropriate box on the Proxy Card.
AVAILABILITY OF ADDITIONAL INFORMATION
Accompanying this Proxy Statement is Atlantic BancGroup's 2003 Form
10-KSB, which includes our audited financial statements. Form 10-KSB also serves
as our Annual Report to Shareholders and Annual Disclosure Statement. Additional
copies of Atlantic BancGroup's Annual Report on Form 10-KSB are available to
shareholders at no charge. Any shareholder who would like an additional copy may
contact David L. Young, Corporate Secretary, Atlantic BancGroup, Inc., 1315
South Third Street, Jacksonville Beach, Florida 32250, telephone number (904)
247-9494.
Atlantic BancGroup currently files periodic reports (including Form
10-KSBs, Form 10-QSBs, Proxy Statements, etc.) with the Securities and Exchange
Commission. These periodic reports are filed electronically via EDGAR by
Atlantic BancGroup and can be inspected and copied at the public reference
facilities maintained by the Securities and Exchange Commission at its Public
Reference Section, 450 Fifth Street, N.W., Washington, DC 20549. The Securities
and Exchange Commission maintains a website that contains registration
statements, reports, proxy and information statements and other information
regarding registrants that file electronically with the Securities and Exchange
Commission. Information filed by Atlantic BancGroup is available for review on
this website. The address of the website is www.sec.gov.
Atlantic BancGroup, Inc.
March 19, 2004
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
12
|X| PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE ATLANTIC BANCGROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF ATLANTIC BANCGROUP, INC. WHO WILL
SERVE AS THE PROXY COMMITTEE FOR THE 2004 ANNUAL
MEETING OF SHAREHOLDERS ("ANNUAL MEETING").
The undersigned shareholder hereby appoints the Proxy Committee with the
full power of substitution to represent and to vote, as designated below, all
the shares of Atlantic BancGroup, Inc. held of record by the undersigned on
February 27, 2004, at the Annual Meeting to be held at The Sea Turtle Inn, One
Ocean Boulevard, Atlantic Beach, Florida at 2:00 P.M., local time, on April 22,
2004, or at any adjournment thereof.
The undersigned shareholder understands that he or she may revoke this
Proxy at any time before it is voted by either filing with the Corporate
Secretary, a written notice of revocation, delivering to Atlantic BancGroup,
Inc. a duly executed Proxy bearing a later date, or by attending the Annual
Meeting and voting in person.
With- For All
For hold Except
1. The election of three Class II members of |_| |_| |_|
the Board of Directors, each to serve for a
three-year term.
Donald F. Glisson Robin H. Scheiderman Gordon K. Watson
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
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For Against Abstain
2. The ratification of the appointment of |_| |_| |_|
Stevens, Powell & Company, P..A., as the
independent auditors for Atlantic BancGroup,
Inc. and its wholly owned subsidiary, for
the fiscal year ending December 31, 2004.
For Against Abstain
3. The adjournment of the Annual Meeting to |_| |_| |_|
solicit additional proxies in the event
there are not sufficient votes to approve
either of the foregoing items.
IN THEIR DISCRETION, THE PROXY HOLDERS ARE AUTHORIZED TO
TRANSACT AND TO VOTE UPON SUCH OTHER BUSINESS as may properly come -----> |_|
before the Annual Meeting, or at any adjournment thereof, unless
indicated otherwise by marking this box.
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Please be sure to sign and date Date
this Proxy in the box below.
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------Shareholder sign here------------------Co-holder (if any) sign here-------
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^ Detach above card, sign, date and mail in postage paid envelope provided. ^
ATLANTIC BANCGROUP, INC.
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NOTE: When properly executed, this Proxy will be voted in the manner
directed by the undersigned shareholder. UNLESS CONTRARY DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED. When shares are held jointly,
both should sign. When signing as attorney, executor, administrator, agent,
trustee or guardian, please give full title. The shareholder acknowledges
receipt from Atlantic BancGroup, Inc., prior to the execution of this Proxy, of
a Notice of the Annual Meeting and a Proxy Statement dated March 19, 2004 and
the 2003 Annual Report.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. IF YOU RECEIVE MORE THAN ONE PROXY CARD, PLEASE SIGN
AND RETURN ALL PROXY CARDS.
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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