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Community Savings Bancshares, Inc.
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[COMMUNITY SAVINGS BANKSHARES, INC. LOGO] PRESS RELEASE
_______________________________________________________________________
Shareholder Relations P. O. Box 14547 North Palm Beach, FL
33408
(561) 881-2212
www.communitysavings.com
_______________________________________________________________________
FOR IMMEDIATE RELEASE: September 10, 2001
BankAtlantic Bancorp to Acquire
Community Savings Bankshares, Inc.
FORT LAUDERDALE, FL - September 10, 2001 - The boards
of directors of BankAtlantic Bancorp ("BankAtlantic") (NYSE:
BBX), the parent company of BankAtlantic, and Community
Savings Bankshares, Inc. ("Community" or "Community
Savings") (NASDAQ: CMSV), the parent company of Community
Savings, F.A., jointly announced today the execution of a
definitive agreement for BankAtlantic Bancorp to acquire
Community. In the transaction, Community shareholders will
receive $19.00 per share in cash resulting in a transaction
value of approximately $170 million. At June 30, 2001,
Community had assets of $948 million, deposits of $670
million and operated 21 full-service offices located in Palm
Beach, Martin, St. Lucie, and Indian River counties. Upon
completion of the merger, BankAtlantic will be the largest
financial institution headquartered in Florida with
approximately $5.7 billion in assets, $3.1 billion in
deposits and 82 branches located throughout Florida.
"BankAtlantic has a rich history over the last five
decades serving Florida's businesses, communities and its
residents. The acquisition of Community is an ideal fit
with BankAtlantic's business plan and vision for continued
growth in Florida," said Alan B. Levan, Chairman of the
Board and Chief Executive Officer of BankAtlantic.
"Community's strong mortgage lending and residential
construction franchise complements our core areas of
expertise in commercial and real estate financing and our
profile as the leading community bank in our markets. Its
branch network expands our banking footprint in economically
strong Palm Beach, St. Lucie, Martin and Indian River
counties. These branches are in very close proximity to our
four Levitt and Sons active adult communities and our two
master-planned communities, presenting a greater opportunity
for additional synergies. We are delighted with today's
agreement and we are confident that it will help us
strengthen our commitment to BankAtlantic's and Community's
customers and markets."
James B. Pittard, Jr., President and Chief Executive
Officer of Community, stated, "We are delighted to join
forces with the BankAtlantic team. The combined talent and
assets of BankAtlantic and Community will provide our
customers an expanded offering of competitive products and
services, a far greater selection of convenient banking
centers, a much broader ATM network and a very extensive
online banking service. Both Community and BankAtlantic
have similar traditions, outlooks and goals -- we believe
that this combination will greatly benefit our customers,
employees and shareholders alike."
The transaction is expected to close in the first
quarter of 2002 and is subject to customary conditions
including approval by the Office of Thrift Supervision and
Community's shareholders. The agreement provides for the
payment of fees and expenses in certain circumstances
related to the termination of the agreement.
BankAtlantic and Community will conduct an investor
conference call on Monday, September 10, 2001 at 1:30 p.m.
Eastern to elaborate on the strategic and financial
implications of the merger. In the United States, the
phone number to call is 1-877-692-2596. International calls
may be placed to 973-633-6740. A replay feature will be
available beginning at approximately 3:00 p.m. on Monday,
September 10th, through 5:00 p.m. on Friday, September 14th.
To access the replay option, U.S. calls may be placed to 1-
877-519-4471. International calls may be placed to 973-341-
3080.
Market and financial overview information on the
transaction prepared by BankAtlantic may be obtained by
visiting www.BusinessWire.com, or by contacting BankAtlantic
Investor Relations utilizing the contact info listed below.
Lehman Brothers is acting as financial advisor to
BankAtlantic, and Friedman, Billings, Ramsey and Co., Inc.
is acting as financial advisor to Community.
HIGHLIGHTS
* Creates a South Florida market footprint extending from
Broward, Miami-Dade and southern Palm Beach counties, where
BankAtlantic is concentrated, through northern Palm Beach,
Martin, St. Lucie and Indian River counties, which are
Community's markets. BankAtlantic also has a strong
presence in Tampa and St. Petersburg, on the west coast of
Florida.
* The Palm Beach MSA, where Community's principal
operations are located, is expected to grow at twice the
national average, with per capita income of more than 40%
above the national average.
* The price represents a 31% premium over Community's
September 7 closing price and a ratio of price to book value
of 142% as of June 30, 2001.
* Depending on the exact method of financing, the
transaction is expected to be at least neutral to 2002 GAAP
earnings per share, and significantly accretive to 2003
GAAP earnings per share. The transaction is expected to be
immediately accretive to cash earnings per share.
* The companies have identified cost synergies of
approximately $8.8 million, which should be realized during
the first two years following closing. It is anticipated
that the targeted cost savings would be primarily realized
by consolidating duplicative back office operations and
through attrition during the first two years following
closing. BankAtlantic's expanded product mix and sales
oriented banking model should minimize reductions in
employment following the acquisition.
* The combined company is expected to record
approximately $10 million in pre-tax acquisition-related
charges and net pre-tax purchase accounting mark-to-market
adjustments of approximately $12 million.
* A number of revenue opportunities are anticipated from
new product introductions and the implementation of a
combined strong sales culture.
ABOUT BANKATLANTIC BANCORP:
BANKATLANTIC BANCORP (NYSE: BBX) is a diversified financial
services holding company and the parent company of
BankAtlantic, Levitt Corporation and Ryan, Beck & Co.
Through its subsidiaries, BankAtlantic Bancorp provides a
full line of products and services encompassing consumer and
commercial banking, brokerage and investment banking, and
real estate development. Bankatlantic is one of the largest
financial institutions headquartered in Florida and provides
a comprehensive offering of banking services and products
via its broad network of community branches throughout
Florida and its online banking division - BankAtlantic.com.
LEVITT CORPORATION includes Levitt and Sons, Core
Communities and Levitt Commercial. LEVITT AND SONS:
America's oldest homebuilder and first to build planned
suburban communities, currently develops single-family homes
in its active adult residential developments throughout
Florida. CORE COMMUNITIES oversees operations at the St.
Lucie West, FL development, and develops new master planned
community environments in Florida and throughout the
southeastern U.S. Master planned community, ST. LUCIE WEST
has been ranked as the fastest growing community on
Florida's Treasure Coast for the last seven consecutive
years. LEVITT COMMERCIAL specializes in development, re-
development, and joint venture opportunities in industrial,
office and retail properties.
RYAN, BECK & CO. engages in underwriting, market making,
distribution, and trading of equity and debt securities,
money management and general securities brokerage, as well
as consulting, research and financial advisory services to
financial institutions and middle market companies.
For further information, please visit our websites:
BankAtlantic: BankAtlantic.com
Levitt and Sons: LevittandSons.com
Core Communities: StLucieWest.com
Levitt Commercial: LevittCommercial.com
Ryan, Beck and Co.: RyanBeck.com
* Online banking products and services can be accessed
directly through www.BankAtlantic.com.
* If you would like to receive future news releases or
announcements directly via email, please access the e-News
banner on the Investor Relations page at
www.BankAtlantic.com.
BANKATLANTIC BANCORP CONTACT INFO:
Investor Relations, Leo Hinkley, Tel: (954) 760-5317, Fax:
(954) 760-5415, or InvestorRelations@BankAtlantic.com.
Corporate Communications and Media Relations, Sharon Lyn,
Tel: (954) 760-5402 or CorpComm@BankAtlantic.com.
ABOUT COMMUNITY SAVINGS BANKSHARES, INC.:
Community Savings Bankshares, Inc. (NASDAQ: CMSV), the
parent holding company for Community Savings, F.A., has been
part of south Florida since 1955, serving northern Palm
Beach, Martin, St. Lucie and Indian River counties. Its
well-situated branch network stretches from Lake Worth in
central Palm Beach County, north to Vero Beach in Indian
River County. Community Savings provides a wide variety of
residential and consumer loan programs, short and long term
savings products, checking accounts, safe deposit boxes,
ATMs, and a host of other products and services.
For further information, please visit our website:
Community Savings: www.communitysavings.com
COMMUNITY SAVINGS BANKSHARES, INC. CONTACT INFO:
Investor Relations:
(561) 881-2212, Fax: (561) 881-4920,
Email: bankshares@communitysavings.com
James B. Pittard, Jr., President and Chief Executive Officer
Larry J. Baker, CPA, Senior Vice President and Chief Financial Officer
Donna L. Sheppard, CPA, Vice President and Controller
Shareholder Relations: Deborah M. Rousseau, Vice President
and Secretary
Community Savings Bankshares, Inc. will be filing relevant
documents concerning the transaction with the Securities and
Exchange Commission ("SEC"). WE URGE INVESTORS TO READ
THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Investors will be able to obtain the documents free of
charge at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by Community Savings
Bankshares, Inc. will be available free of charge from the
Secretary of Community Savings Bankshares, Inc. at 660 U. S.
Highway One, North Palm Beach, FL 33408, telephone (561)
881-2212. The directors and executive officers of Community
Savings Bankshares, Inc. may be deemed to be participants in
the solicitation of proxies. The direct or indirect
interests of such participants, by security holding or
otherwise, will be included in the proxy statement to be
filed with the SEC. COMMUNITY SAVINGS BANKSHARES, INC.
INVESTORS SHOULD READ THE PROXY STATEMENT AND OTHER
DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A
DECISION CONCERNING THE MERGER.
# # #
This presentation contains forward looking statements with
respect to the financial condition, results of operations
and business of BankAtlantic Bancorp, Inc. ("BBX") and
Community Savings Bankshares, Inc. ("CMSV") and, assuming
the consummation of the transaction, a combined BBX and
CMSV, including statements relating to: (i) the cost
savings and revenue enhancements and accretion to reported
and cash earnings that will be realized from the merger; and
(ii) the restructuring charges expected to be incurred in
connection with the merger. These forward looking
statements involve significant risks and uncertainties.
Factors that may cause actual results to differ materially
from those contemplated by such forward looking statements
include, but are not limited to, the following
possibilities: (i) the shareholders of CMSV do not approve
the transaction, regulatory approval is not obtained, or for
other reasons the transaction is not consummated; (ii) the
expected cost savings from the merger cannot be fully
realized or realized within the expected time; (iii)
revenues following the merger are lower than expected; (iv)
competitive pressure among depository institutions increase
significantly; (v) the integration of the business of BBX
and CMSV costs more, takes longer or is less successful than
expected; (vi) the financing of the transaction is not
obtained on satisfactory terms or at all; (vii) changes in
the interest rate environment reduces interest margins;
(viii) general economic conditions, either nationally or in
the market area in which the combined company will be doing
business, are less favorable than expected; (ix) legislation
or regulatory requirements or changes adversely affect the
business in which the combined company will be engaged; and
(x) changes may occur in the securities market. Neither BBX
nor CMSV assumes any obligation to update forward looking
statements.
MEMORANDUM
TO: All Employees
FROM: Jim Pittard
RE: Merger with BankAtlantic
Community Savings and BankAtlantic Bancorp, Inc. issued a joint press
release today announcing that the two companies have signed a Definitive
Agreement to merge, with BankAtlantic Bancorp, Inc. being the surviving
company. A copy of the press release is attached to this e-mail.
Q&A
Also attached to this e-mail is an employee Q&A that we have developed to
answer some of your initial questions.
As you will see below, we have scheduled an all-employee meeting on Tuesday,
September 11th to explain how this transaction affects you.
MANAGERS, SUPERVISORS, BANKING CONSULTANTS AND LOAN ORIGINATORS
You will be contacted on Monday morning and scheduled to attend a meeting in
the North Palm Beach Board Room on Monday, September 10th. Those meetings
are being scheduled very quickly so that you will have information available
to respond to questions from your employees and customers. It is very
important that you attend this meeting.
EMPLOYEE MEETING
We will be holding an all-employee meeting on Tuesday, September 11, 2001,
promptly at 7 p.m. at The Embassy Suites PGA, 4350 PGA Boulevard, Palm Beach
Gardens.
THIS IS A MEETING EXCLUSIVELY FOR THE EMPLOYEES OF COMMUNITY SAVINGS.
UNFORTUNATELY, WE CANNOT ALLOW FAMILIES OR OUTSIDE GUESTS.
At the all-employee meeting, Community Savings and BankAtlantic will provide
you with information about BankAtlantic's organization.
You will be given an opportunity to ask questions about the merger.
Going forward, smaller group meetings will be scheduled so that BankAtlantic
can explain its benefits package to you and answer your specific questions.
QUESTIONS
You will, no doubt, receive calls and questions from our customers. You are
welcome to (and should) refer those calls, or your own personal questions,
to any of the following staff members:
Jim Pittard 881-4944 Larry Baker 881-4940
Donna Sheppard 881-4939 Deb Rousseau 881-4945
Again, please plan to attend the employee meeting at 7 p.m. on Tuesday,
September 11th.
[COMMUNITY SAVINGS LOGO]
_______________________________________________________________________
EMPLOYEE Q&A
September 10, 2001
This document is intended only to provide answers to some of
the frequently asked questions employees may have. It is not
intended to provide full descriptions of benefit plans or
programs, terms of eligibility, plan restrictions or
employment policies. Since the questions and answers are
intended for all employees, some might not be applicable to
you.
WHAT IS HAPPENING?
Community Savings and BankAtlantic Bancorp, Inc. issued a
joint press release today announcing that the two companies
have signed a Definitive Agreement to merge, with
BankAtlantic Bancorp, Inc. being the surviving company.
BankAtlantic will be acquiring Community Savings because we
have done a good job of serving our market area and the
combined branch networks will make the resulting organization
a strong competitor in all the markets that both banks serve.
BankAtlantic was established in 1952 and is a strong,
customer service driven, Florida-based savings bank.
WHY IS THIS MERGER HAPPENING?
BankAtlantic made a very attractive offer to purchase our
stock ($19.00 per share in cash) and our Board of Directors
agreed that accepting this offer is in everyone's best
interest. The Board of Directors also believes that the
BankAtlantic offer combines an excellent return to our
shareholders (including our many employee shareholders) with
a transaction that will provide significant benefits for our
employees and our communities.
We believe BankAtlantic is a good selection for our employees
because (with very limited exceptions) the market areas of
Community Savings and BankAtlantic do not overlap, and our
corporate cultures and philosophies are well matched.
In order to serve the current Community Savings market area,
BankAtlantic currently plans to retain most of the Community
Savings customer contact employees. Once final decisions are
made regarding the staffing necessary for the combined
organization, employees will be notified of the new structure
and the anticipated timing. For those employees who will not
be retained by BankAtlantic, the Board has negotiated a
severance package, the details of which will be communicated
in the near future.
Similarly, we believe that the BankAtlantic transaction is in
the best interest of the communities we serve! The combined
company will be almost $6 billion in assets, creating the
largest Florida headquartered financial institution - and it
will continue to be locally managed and operated. This will
provide our customers with the advantages of a larger
financial institution (higher loan limits, more products,
etc.), and, at the same time, allow them to enjoy all of the
advantages of local orientation and decision-making and the
best in personal service. In many cases, the same employees
will provide the local personalized service that our
customers are accustomed to receiving (i.e. Community's
current staff).
WHY BANKATLANTIC?
Here's a direct quote from BankAtlantic's Website
(www.bankatlantic.com) that confirms our Board of Directors'
philosophy with this merger:
"The BankAtlantic story began in 1952 with the opening of a
single office in downtown Fort Lauderdale. Over subsequent
years, BankAtlantic helped fuel the tremendous growth of
South Florida, and became a community and civic leader in the
process.
BankAtlantic is now one of the largest and oldest financial
institutions based in Florida. The firm has invested nearly
half a century building its community branch network
resulting in strong market share, one of the largest
footprints, and the finest customer and client bases in
Florida. It has tactically positioned its branches with a
concentration in high growth communities including Fort
Lauderdale and Broward County, West Palm Beach, Boca Raton,
Palm Beach County, Miami-Dade County, and the Tampa Bay
market."
BankAtlantic is a rapidly growing organization with over $4.8
billion in assets. That's almost FIVE times the size of
Community Savings!
DOES BANKATLANTIC HAVE ANY BRANCHES IN OUR AREA?
Yes, but there is minimal branch overlap. In fact, only four
of their offices have overlapping locations. Those are in
North Palm Beach, Juno Beach, Jupiter and Tequesta.
The minimal overlap means that BankAtlantic will be faced
with closing very few branches. This is another reason that
the Board of Directors chose them as our
merger partner. Of course, where there are overlaps, BankAtlantic
is expected to keep open the better of the two locations.
WHY IS THIS MERGER HAPPENING NOW?
Financial institutions everywhere are consolidating and Palm
Beach County is no exception. Consolidation allows the
customers of each institution to take advantage of the
strengths of the other institution. Our Board of Directors
feels that this merger is in the best interests of our
customers, our employees AND our shareholders.
HOW WILL THE MERGER AFFECT THE EMPLOYEES OF COMMUNITY
SAVINGS?
First of all, we anticipate that the merger will not be
complete until sometime during the first quarter of 2002.
Between now and that time, BankAtlantic will be meeting with
our employees and developing an organizational structure to
match the large geographic coverage that this merger creates.
This is important for you to understand: Community Savings
will continue to operate as Community Savings for months to
come and nothing will happen to you or your job as a direct
result of the merger until at least the closing date, and for
most of our employees, even the completion of the merger
isn't expected to affect their jobs.
However, any merger causes position changes. What they will
be, specifically, is impossible to know at this time, but
BankAtlantic anticipates that communication with our
employees will be frequent and timely. Remember that
BankAtlantic is a much larger institution and that there are
many advancement opportunities for quality employees within
its organization. In the past, BankAtlantic has used hiring
freezes and priority placement so that it can create openings
to be filled by employees of banks it has acquired.
Job posting details, as well as information related to
severance, will be announced in the very near future.
WHEN WILL I KNOW MORE?
_______________________________________________________________________
We have scheduled an all-employee meeting for Tuesday night -
September 11, 2001, at 7 p.m., at The Embassy Suites PGA,
4350 PGA Boulevard, Palm Beach Gardens. PLEASE PLAN TO
ATTEND THIS MEETING!
THIS IS A MEETING EXCLUSIVELY FOR THE EMPLOYEES OF COMMUNITY
SAVINGS. UNFORTUNATELY, WE CANNOT ALLOW FAMILIES OR OUTSIDE
GUESTS.
_______________________________________________________________________
HOW WILL MY BENEFITS COVERAGE CHANGE?
Employees will be covered under their respective
organization's benefit plans until the transaction is
consummated. A thorough review process is in progress. When
the review is completed, a timeline will be developed as to
when any changes will occur. Any changes will be
communicated.
WHAT IS THE SEPARATION PACKAGE?
The process for administering separation packages is still
being reviewed. As the review is finalized, further
communications will be made. Of course, this package will be
available to you provided your position is eliminated as a
result of the merger, assuming that you do not voluntarily
quit ahead of time.
WHAT HAPPENS TO MY RETIREMENT SAVINGS PLANS?
A review process has begun. Transition teams from both
organizations are reviewing all benefit plans. As that
review is completed, a timeline will be developed as to when
any changes are expected to occur and further decisions will
be made and communicated.
WILL I STILL RECEIVE MY ANNUAL PERFORMANCE REVIEW AND MERIT
INCREASE?
Yes, the performance appraisal and merit review process will
continue until further decisions are made and communicated.
HOW WILL TUITION REIMBURSEMENT BE HANDLED FOR REGULAR COLLEGE
CLASSES TOWARD DEGREES, FOR THOSE IN CERTIFICATION CLASSES
AND/OR FOR THOSE ENROLLED IN AMERICAN INSTITUTE OF BANKING
COURSES?
Decisions regarding tuition reimbursement have not been
finalized. Until those decisions are finalized, the process
will be handled as it is today.
WILL WE STILL COMPLETE THE CONVERSION TO THE FISERV VISION
SYSTEM IN OCTOBER OF THIS YEAR?
Yes!
WHAT DO I DO IF I HAVE A QUESTION?
BankAtlantic executive management will be making a
presentation to you and will be answering your questions.
In addition, there will be a series of smaller group meetings
to explain all of BankAtlantic's benefits. This will be the
perfect forum for you to ask questions about your own
personal concerns.
In fact, you are encouraged to e-mail your questions at any
time to Feriel Hughes. She will forward the questions to
BankAtlantic so that they can respond at the appropriate
meeting(s).
IS THIS MERGER GOOD FOR OUR CUSTOMERS?
Yes! BankAtlantic has already established AN IMPORTANT
PRESENCE IN OUR AREA. For example, one of their subsidiaries
is the developer of St. Lucie West. This merger provides an
extremely good fit for the customers of BOTH BankAtlantic and
Community Savings.
BankAtlantic branches currently extend from Dade County to
Northern Palm Beach County, with most of their Palm Beach
County branches being in the southern portion of the County.
Community Savings' branches are, of course, in northern Palm
Beach County and extend up the coastline into Martin, St.
Lucie and Indian River counties.
By offering our customers this larger service area, as well
as the increased capacities of a combined and larger
institution, combined with the comfort of the familiarity of
the Community Savings employees, we believe BankAtlantic is A
GOOD PARTNER for you, the depositors, and the borrowers.
Community Savings Bankshares, Inc. will be filing relevant
documents concerning the merger with the Securities and
Exchange Commission ("SEC"). WE URGE SHAREHOLDERS TO READ
THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
Shareholders will be able to obtain the documents free of
charge at the SEC's website, www.sec.gov. In addition,
documents filed with the SEC by Community Savings Bankshares,
Inc. will be available free of charge from the Secretary of
Community Savings Bankshares, Inc. at 660 U.S. Highway One,
North Palm Beach, Florida 33408, telephone (561) 881-2212.
The directors and executive officers of Community Savings
Bankshares, Inc. may be deemed to be participants in the
solicitation of proxies. The direct or indirect interests of
such participants, by security holdings or otherwise, will be
included in the proxy statement to be filed with the SEC. In
addition, you can review such information as set forth in
Community Savings Bankshares, Inc.'s' proxy statement for the
Annual Meeting of Shareholders held April 26, 2001 filed with
the SEC on March 26, 2001. COMMUNITY SAVINGS BANKSHARES, INC.
SHAREHOLDERS SHOULD READ THE PROXY STATEMENT AND OTHER
DOCUMENTS TO BE FILED WITH THE SEC CAREFULLY BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION.
The information presented above may contain forward-looking
statements. Factors that could cause actual results to differ
materially from those described in the forward-looking
statements can be found in Community Savings Bankshares, Inc.
and BankAtlantic Bancorp public reports filed with the SEC.