[LOGO]
ABG
Atlantic
BancGroup, Inc.
March 29, 2005
To our Shareholders:
The 2005 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 28, 2005, begin-ning 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,
which this year includes only routine matters. 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 2005.
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 28, 2005
The 2005 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 28, 2005, 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 follow-ing items:
1. - The election of three Class I 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,
2005;
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;
4. - 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 28, 2005, 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 29, 2005
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 of proxies by the Board of Directors of Atlantic BancGroup, Inc.
("Atlantic BancGroup") to be voted at the 2005 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, 2004, accompanies this Proxy Statement, which is first being mailed
to shareholders on or about March 29, 2005.
Date, Time and Location
>> Thursday, April 28, 2005
>> 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").
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 in accordance with the Board of
Directors' recommenda-tions as stated in this Proxy Statement.
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. How-ever, 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 on these types of matters 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 28, 2005, 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, 2004, Atlantic BancGroup's Board of
Directors held four regular 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. Atlantic BancGroup currently does not pay directors' fees, except for
$500 per month paid to its Chairman, Donald J. Glisson, Jr. The Directors of the
Bank receive $750 for each Board meeting. Members of the Bank's Loan Committee
receive $250 per month for serving on the Committee. Atlantic BancGroup requires
its Directors to attend the Annual Meeting of Shareholders, and in 2004, all of
our Directors were in attendance.
COMMITTEES OF THE BOARD OF DIRECTORS
General
Atlantic BancGroup does not have a standing Nominating or Compensation
Committee. The Board of Directors as a whole acts as a Nominating Committee for
the annual selection of nominees for the election of directors. Atlantic
BancGroup does not feel a Nominating Committee is necessary because the Board as
a whole is very familiar with the community and is knowledgeable regarding the
selection of directors from the community. In addition, other than Barry
Chandler, our Chief Executive Officer and President, our directors are
considered "Independent Directors" under the National Association of Securities
Dealers Rules. 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 does not have a charter or other written guidelines for
the nominating process, but the Board has historically selected nominees based
on their activity in the community, their experience with other banking
institutions and involvement with Oceanside Bank.
In 2004, 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. The Audit Committee has adopted a formal charter, a copy of
which is attached to this Proxy Statement as Exhibit A. 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 2004.
(Table to follow on next page)
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
3
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 X
REPORT OF THE AUDIT COMMITTEE
The 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 believes that the members of the Audit Committee
are all "Independent Directors" as defined under the National Association of
Securities Dealers Rules. In addition, the Board has determined that none of the
Directors have any relationships which would impair their abilities to
objectively and impartially execute their duties.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
4
Ms. Robin Scheiderman, a Certified Public Accountant, with extensive
auditing experi-ence, 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 Ms. Scheiderman 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 and express an opinion as to whether those
financial statements fairly present the financial position, review the 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, 2004, and met with both management and independent auditors of
Atlantic BancGroup and the Bank to discuss those 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, 2004. Atlantic BancGroup's and the Bank's
Audit Committee each met four times in 2004. 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, except for Frank J. Cervone, who attended
50% of the meetings.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
5
Loan Committee
The Loan Committee of the Bank meets as required to act upon significant
loan requests made to the Bank. The Committee met 35 times during the year. No
Loan Committee member attended less than 75% of Committee 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 2004, with all members in attendance.
o PROPOSAL I. ELECTION OF DIRECTORS o
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, with each group serving for staggered three-year terms. This
year, Class I 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, Frank J. Cervone, Barry W. Chandler and Jimmy D.
Dubberly have indicated that their willingness 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.
As previously discussed in this Proxy Statement, 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 I DIRECTORS
TERMS TO EXPIRE IN 2008
Frank J. Cervone, age 52, is a director of Atlantic BancGroup and the Bank. He
has been a director of Atlantic BancGroup since December 2000, and a director of
the Bank since December 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.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
6
Barry W. Chandler, age 54, 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, President of the Bank since 1996, and Chief Executive
Officer of the Bank since April 2000. 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 63, 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 also the 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.
CONTINUING DIRECTORS
CLASS II DIRECTORS
TERMS EXPIRING IN 2007
Donald F. Glisson, Jr., age 45, is Chairman of the Board of Atlantic BancGroup
and a director of the Bank. He has served in these 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. Mr. Glisson graduated from the Florida State
University with a Bachelor's degree in Finance.
Robin H. Scheiderman, age 48, is a director of Atlantic BancGroup and the Bank.
She has served in these positions since December 1998 and 1997, 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 55, 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 and his Juris Doctor degree from the
University of Florida.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
7
CLASS III DIRECTORS
TERMS EXPIRING IN 2006
Conrad L. Williams, age 75, 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 63, 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 of Wolfson Children's Hospital in
Jacksonville and of the Jacksonville Jewish Foundation. Mr. Wolfson attended
Bentley College and Boston University. He received his Bachelor's degree in
Finance from the University of Georgia.
NON-DIRECTOR EXECUTIVE OFFICERS
David L. Young, age 59, 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 60, 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 I Director Nominees.
- --------------------------------------------------------------------------------
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
8
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 officer 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 13,640 1.09
Donald F. Glisson, Jr 40,611 3.26
Grady R. Kearsey 3,670 0.29
Robin H. Scheiderman 50,400 4.04
Gordon K. Watson 80,579 6.46
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) 244,280 19.58%
======= =======
- -----------
(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.
EXECUTIVE COMPENSATION
Summary Compensation Table
The Summary Compensation Table below shows compensation information
regarding Barry W. Chandler, Chief Executive Officer and President of Atlantic
BancGroup and Chief Executive Officer, President and Chairman of the Board of
the Bank; Grady R. Kearsey, Executive Vice President and Senior Loan Officer of
the Bank; and David L. Young, Executive Vice President and Chief Financial
Officer of Atlantic BancGroup and the Bank. No other executive officer received
compensation at a level required to be reported herein by Securities and
Exchange Commission regulations.
(Table to follow on next page)
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
9
Annual Compensation
------------------------------------------------------------
Other
Annual
Name and Principal Position Year Salary Bonus Compensation
--------------------------- ---- ------ ----- ------------
2004 $150,000 $15,000 $ 47,318(2)
Barry W. Chandler 2003 134,375 16,125 22,535(2)
President and Chief Executive Officer 2002 125,000 14,225(1) 13,596(3)
Grady R. Kearsey 2004 $ 95,000 $ 9,500 $ 13,440(4)
Executive Vice President and Senior 2003 86,000 10,320 8,550(4)
Loan Officer 2002 80,000 9,104(6) 3,525(5)
David L. Young 2004 $ 89,000 $ 8,900 $ 12,223(6)
Executive Vice President and Chief 2003 82,775 9,933 7,024(6)
Financial Officer 2002 77,000 8,763(1) 5,082(7)
- --------------------------
(1) Mr. Chandler, Mr. Kearsey and Mr. Young received their 2002 bonuses in
2003.
(2) Includes Simple IRA contribution, split dollar life insurance premiums,
Indexed Retirement Plan accruals, directors' fees, referral fees,
incentives, vacation buy-back and Kiwanis Club dues.
(3) Includes split dollar life insurance premiums, Simple IRA contribution,
Indexed Retirement Plan accrual; directors' fees, referral fees,
incentives, vacation buy-back and Kiwanis Club dues.
(4) Includes Simple IRA contribution, Indexed Retirement Plan accrual,
referral fees, incentives, vacation buy-back and Exchange Club dues.
(5) Includes split dollar life insurance premiums, simple IRA contribution
referral fees, incentives, vacation buy-back and Exchange Club dues.
(6) Includes Board Secretary fees, Simple IRA contribution, Indexed Retirement
Plan accruals, referral fees, incentives and vacation buy-backs.
(7) Includes Board Secretary fees, split dollar life insurance premiums,
referral fees, incentives and vacation buy-back.
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 with 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.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
10
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 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, 2004, the Bank's total outstanding
balances on loans to directors, executive officers and principal shareholders of
Atlantic BancGroup and the Bank were $1,964,102.37.
Watson & Osborne, P.A., in which Atlantic BancGroup's director Gordon K.
Watson is a partner, is a law firm that handles some of the Bank's mortgage
closings. The fees received for such services are paid by the borrowers and are
the same types of fees charged to borrowers from other unaffiliated banks for
like services.
PROPOSAL II. RATIFICATION OF THE APPOINTMENT OF THE
o INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING o
DECEMBER 31, 2005
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, 2005. A representative from the
firm is expected to be present at the Annual Meeting to make a statement and to
respond to any 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, 2003, and December 31, 2004, were $89,870 and $110,850,
respectively.
Audit-Related Fees: In 2003 and 2004, Stevens, Powell also billed Atlantic
BancGroup $412 and $465, respectively, for fees reasonably related to the
performance of its audit and reviews of financial statements, which included
courier costs and postage for confirmations.
Tax Fees: In 2003 and 2004, Stevens, Powell also billed Atlantic BancGroup
$4,160 and $4,800, respectively, for tax compliance and advice, including the
preparation of Atlantic BancGroup's corporate tax returns. In 2004, tax fees
included reimbursement of state corporate annual report filing fees of $300.
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
11
All Other Fees: In addition to those fees described above, Stevens, Powell
also billed Atlantic BancGroup $1,000 and $4,255 in 2003 and 2004, respectively.
For 2003, such fees were for attendance at a strategic planning session and
related consultation. For 2004, these fees were for attendance at meetings
covering planning for implementation of Section 404 of the Sarbanes-Oxley Act in
2005, consultation for Federal Reserve reporting requirements, capital planning,
and amendments to indexed retirement plan and other accounting matters,
including sale of Small Business Administration loans, budgeting, and training.
In all instances, Stevens, Powell performance of those services was
pre-approved by Atlantic BancGroup's Audit Committee, pursuant to its internal
policies, except for the category of All Other Fees, which is less than 5% of
the total fees, and in 2004 was directly related to either invitations to attend
meetings of Atlantic BancGroup's Board of Directors (and/or follow-up meetings
related to implementation of Section 404 of the Sarbanes-Oxley Act in 2005) and
requests of management of the Atlantic BancGroup to provide accounting
consultation or training.
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.
- --------------------------------------------------------------------------------
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, 2005.
- --------------------------------------------------------------------------------
o PROPOSAL III. ADJOURNMENT OF ANNUAL MEETING o
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 2004 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
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
12
stock.
SHAREHOLDER PROPOSALS
In order to be eligible for inclusion in Atlantic BancGroup's proxy
materials for the 2006 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 22, 2005.
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.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Atlantic BancGroup has no formal procedures for shareholders to
communicate with the Board of Directors. Should a shareholder wish to submit a
written communication to the Board, the shareholder may mail or deliver such
communication to Barry W. Chandler, President and Chief Executive Officer,
Atlantic BancGroup, Inc., 1315 South Third Street, Jacksonville Beach, Florida
32250. Should a shareholder wish to address the Board in person, the shareholder
may submit a request to Mr. Chandler. Depending on the matter the shareholder
wishes to discuss with the Board and the Board's schedule, the Board will
consider such a request in determining whether to invite the shareholder to a
Board meeting.
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
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
13
proxy by marking the appropriate box on the Proxy Card.
AVAILABILITY OF ADDITIONAL INFORMATION
Accompanying this Proxy Statement is Atlantic BancGroup's 2004 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 29, 2005
ATLANTIC BANCGROUP, INC. o PROXY STATEMENT
1315 South Third Street o Jacksonville Beach, Florida 32250
14
EXHIBIT A
AMENDED AND RESTATED EXTERNAL
AUDIT COMMITTEE CHARTER
ATLANTIC BANCGROUP, INC.
AMENDED AND RESTATED
EXTERNAL AUDIT COMMITTEE CHARTER
WHEREAS, the National Association of Securities Dealers, Inc. ("NASD") has
adopted rules requiring those companies whose securities are listed on NASD
exchanges to establish audit committees of their Boards of Directors and adopt
charters for those committees; and
WHEREAS, in compliance with such rules, Atlantic BancGroup, Inc.'s
("Atlantic") Board of Directors ("Board") has established an Audit Committee and
adopted a Charter for its governance; and
WHEREAS, this Charter and the Audit Committee exist and operate
independently of the Internal Audit Departments of Atlantic and its wholly-owned
subsidiary Oceanside Bank;
WHEREAS, Atlantic's independent outside auditor is ultimately accountable
to the Board and the Audit Committee, as representatives of Atlantic's
shareholders; and
WHEREAS, the Board and the Audit Committee have the ultimate authority to
evaluate and nominate the outside independent auditor to be proposed for
shareholder approval in the Proxy Statement for each of Atlantic's Annual
Meetings of Shareholders; and
WHEREAS, the Board wishes to amend and restate the terms of its Audit
Committee Charter.
NOW THEREFORE, the Audit Committee of the Board of Directors of Atlantic
BancGroup, Inc. shall be established and governed in accordance with the
provisions of this Amended and Restated Charter:
Section 1. Composition of the Audit Committee.The Audit Committee shall be
comprised of three members of the Board. Such members must be Independent
Directors, as defined in NASD Rule 4200(a)(15), and must be able to read and
understand fundamental financial statements, including balance sheets, income
statements, and cash flow statements. The members of the Audit Committee shall
be elected each year by the whole Board and may only be removed therefrom
simultaneously with their removal from the Board, pursuant to methods provided
by Atlantic's Articles of Incorporation. The initial members of the Audit
Committee, to serve in 2000, shall be: Jimmy Dubberly (Chairman); Robin
Scheiderman; and Conrad Williams.
Page 1 of 3
Section 2. Responsibilities of the Audit Committee. The Audit Committee
shall be responsible for the oversight of all external audit programs of
Atlantic. Such responsibilities shall include, but not be limited to:
(a) Ensuring receipt from Atlantic's independent outside auditor of a
formal written statement delineating all relationships between such
auditor and Atlantic, consistent with Independence Standards Board
Standard 1;
(b) Actively engaging Atlantic's independent outside auditor in a
dialogue with respect to any disclosed relationships or services
that may impact the objectivity and independence of that auditor;
(c) Taking, or recommending that the Board take, appropriate action to
ensure the independence of Atlantic's independent outside auditor;
(d) Continually evaluating the performance and independence of
Atlantic's independent outside auditor;
(e) Prior to the printing of the Proxy Statement for each of Atlantic's
Annual Meetings of Shareholders, selecting and recommending a
nominee to the Board to be Atlantic's independent auditor;
(f) Reviewing and assessing the adequacy of this Charter on an annual
basis and making recommendations to the Board regarding the audit
programs and policies of Atlantic.
Section 3. Governance and Processes of the Audit Committee.
(a) Organizational Meeting. Each year, within four weeks of its members
having been elected by the Board, the Audit Committee shall hold an
"Organizational Meeting". At the Organizational Meeting, the Audit
Committee shall elect a Chairperson, who shall preside over all
meetings of the Audit Committee for that year, and shall establish a
schedule for its regular meetings, pursuant to Section 3(b) herein.
(b) Regular Meetings. The Audit Committee shall meet quarterly as
scheduled by the Audit Committee at the Organizational Meeting. The
first quarterly meeting must be held prior to the filing of
Atlantic's Form 10-KSB with the Securities and Exchange Commission
for the preceding fiscal year.
(c) Special Meetings. A special meeting of the Audit Committee may be
called by the Chairperson or by both of the other two members of the
Audit Committee, by providing all other members of the Audit
Committee with five days' written notice of the date and time of the
special meeting.
Page 2 of 3
(d) Location of Meetings. All regular and special meetings shall be held
at Atlantic's corporate headquarters, or at such other place as all
members of the Audit Committee may agree upon.
(e) Attendance. Except in the case of emergency, all members of the
Audit Committee are expected to attend all meetings, Organizational,
regular, and special, of the Audit Committee.
(f) Guests. All meetings of the Audit Committee shall be closed to all
non-members. However, by majority vote, the Audit Committee may
invite guest(s) to attend its meetings to either observe, respond to
questions or make presentations. Such potential guests may include,
without limitation, Atlantic's President, Chief Financial Officer,
corporate counsel, or representatives from Atlantic's outside
independent auditor.
(g) Interaction with Auditor. The independent outside auditor and the
Audit Committee are to have direct access to each other. Such access
is to be used, without limitation, to make inquiries and reports and
to define and examine the scope and quality of the services provided
to Atlantic by the independent outside auditor.
(h) Governance. All actions and recommendations of the Audit Committee
shall be determined by majority vote of the Audit Committee at a
duly called and held meeting thereof.
WHEREFORE, this Amended and Restated Audit Committee Charter was adopted
by the Board of Directors of Atlantic BancGroup, Inc. this 15th day of March,
2001.
Attest:
/s/ Donald F. Glisson, Jr. /s/ David L. Young
- ---------------------------------- ---------------------
Donald F. Glisson, Jr., David L. Young,
Chairman of the Board of Directors Corporate Secretary
(SEAL)
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