STOCK
OFFERING
QUESTIONS
AND
ANSWERS
[LOGO] ATLANTIC
COAST
FEDERAL
STOCK OFFERING QUESTIONS & ANSWERS
IN JANUARY 2003, THE BOARD OF DIRECTORS OF ATLANTIC COAST FEDERAL (THE "BANK")
UNANIMOUSLY ADOPTED A PLAN OF REORGANIZATION TO CHANGE FROM THE MUTUAL FORM OF
OWNERSHIP TO THE MUTUAL HOLDING COMPANY STRUCTURE (THE "REORGANIZATION"). THE
BANK CONVERTED TO STOCK FORM AND BECAME A WHOLLY OWNED SUBSIDIARY OF ATLANTIC
COAST FEDERAL CORPORATION, A NEWLY FORMED STOCK CORPORATION (THE "COMPANY"). THE
COMPANY, IN TURN, BECAME A MAJORITY OWNED SUBSIDIARY OF THE NEWLY CREATED,
MUTUAL HOLDING COMPANY CALLED ATLANTIC COAST FEDERAL, MHC (THE "MUTUAL
COMPANY").
THIS ANSWERS SOME OF THE MOST FREQUENTLY ASKED QUESTIONS ABOUT YOUR OPPORTUNITY
TO INVEST IN THE NEWLY FORMED COMPANY THROUGH THE SUBSCRIPTION AND THE COMMUNITY
OFFERINGS (COLLECTIVELY, THE "OFFERING").
INVESTMENT IN THE COMMON STOCK OF THE COMPANY INVOLVES CERTAIN RISKS. FOR A
DISCUSSION OF THESE RISKS AND OTHER FACTORS, INVESTORS ARE URGED TO READ THE
ACCOMPANYING OFFERING CIRCULAR, ESPECIALLY THE DISCUSSION UNDER THE HEADING
"RISK FACTORS."
WHO IS ELIGIBLE TO PURCHASE STOCK IN THE OFFERING?
Depositors of the Bank as of specified record dates and the Bank's tax-qualified
employee benefit plans may purchase stock in the subscription offering. For
detailed information on preference categories, refer to the section entitled
"The Stock Offering" in the Offering Circular. The Company may offer and sell
any remaining shares to the general public in a community offering with
preference given to natural persons residing in the Bank's local community.
HOW MANY SHARES OF STOCK ARE BEING OFFERED AND AT WHAT PRICE?
The Company is offering between 4,080,000 shares and 6,348,000 shares of common
stock at a price of $10.00 per share through the Offering.
HOW MUCH STOCK MAY I PURCHASE?
The minimum order is 25 shares. The maximum purchase limitation for any person
or persons ordering through a single account or together acting in concert in
the subscription offering is 50,000 shares.
DO I HAVE TO BUY STOCK?
No, you do not have to buy stock. The stock offering, however, will allow the
Bank's eligible depositors an OPPORTUNITY to buy stock. These individuals have
an opportunity to become shareholders of the Company and to share in the
Company's and the Bank's future.
HOW DO I ORDER STOCK IN THE OFFERING?
You must complete the stock order form and certification form (the "Order Form")
by following the instructions included in your packet of information. Your
completed Order Form and payment in full must be received at the Stock Center or
one of the branches of the Bank by 12:00 noon, Eastern Daylight Time on xx, xxxx
xx, 2004.
IF I PLACE AN ORDER FOR STOCK, AM I GUARANTEED TO RECEIVE THAT STOCK?
No. Placing an order for stock does not guarantee that you will receive any or
all of your order for shares. Orders are filled on a priority basis. For
detailed information on the preference categories, refer to the section entitled
"The Stock Offering" in the Offering Circular.
HOW MAY I PAY FOR MY SHARES OF STOCK?
You MUST include payment with your Order Form. Please make all checks payable to
Atlantic Coast Federal Corporation. Cash will be accepted only if delivered in
person to a branch of the Bank where it will be converted into a check. The Bank
will pay interest on these funds at the passbook rate.
You may also authorize us to withdraw funds from your deposit account or
certificate of deposit at the Bank for the amount of funds you specify for
payment. The Bank is waiving all of its early withdrawal penalties on
certificates of deposit where the funds are used to subscribe for stock.
NOTE: YOU WILL NOT HAVE ACCESS TO THESE FUNDS FROM THE DAY WE RECEIVE YOUR ORDER
UNTIL THE COMPLETION OR TERMINATION OF THE STOCK OFFERING.
MAY I PURCHASE SHARES USING FUNDS IN MY IRA ACCOUNT AT THE BANK?
Federal regulations do not permit the purchase of stock in your existing IRA
account at the Bank. However, stock may be purchased in a SELF-DIRECTED IRA. To
accommodate our IRA depositors, we have made arrangements to have funds
transferred into self-directed IRA accounts to allow for such purchases. Please
call our Stock Center as soon as possible at (800) xxx-xxxx for additional
information.
WILL THE STOCK BE INSURED?
No. Like any other common stock, the Company's common stock will not be insured
by the FDIC, the Bank Insurance Fund, the Savings Association Insurance Fund or
any other governmental agency.
WILL DIVIDENDS BE PAID ON THE STOCK?
The Company currently intends to pay a dividend, although the amount and timing
have not been determined.
WHAT WILL HAPPEN TO MY SUBSCRIPTION FUNDS IF THE OFFERING IS NOT COMPLETED?
If the minimum number of shares to be sold in the Offering (4,590,000 shares) is
not sold by xxxx__, 2004, the Bank may: (i) terminate the Offering and promptly
refund all payments for
common stock, including interest on such payments at the Bank's passbook rate of
__%; or (ii) extend the Offering for an additional 45 days (to xxxx__,2004) or,
if approved by the regulators, for an additional period after such 45-day
extension. The Bank is not required to give purchasers notice of any extension
unless the expiration date is later than xxxxx __, 2004, in which event
purchasers will be "re-solicited" (i.e., given the right to increase, decrease,
confirm or rescind their orders). Purchasers who fail to respond to the
re-solicitation within 20 days will have their orders rescinded and their
subscription funds returned promptly.
HOW WILL THE STOCK BE TRADED?
The Company Common stock will trade on The Nasdaq National Market "NMS" under
the symbol "ACFC". However, no assurances can be given that an active and liquid
market will develop.
DO I PAY A COMMISSION?
No. You will not be charged a commission or fee on the purchase of shares of
Company common stock in the Offering.
FOR ADDITIONAL INFORMATION YOU MAY CALL OUR STOCK CENTER AT (800) XXX-XXXX
BETWEEN 9:00 A.M. AND 5:00 P.M., EDT TIME, MONDAY THROUGH FRIDAY.
THE SHARES OF COMMON STOCK OFFERED IN THE STOCK OFFERING ARE NOT SAVINGS
ACCOUNTS OR DEPOSITS AND ARE NOT INSURED BY THE FDIC, THE BANK INSURANCE FUND,
THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENTAL AGENCY.
THIS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY STOCK. THE
OFFER WILL BE MADE ONLY BY THE OFFERING CIRCULAR ACCOMPANIED BY A STOCK ORDER
FORM AND CERTIFICATION FORM.
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SHARE IN
[LOGO] ATLANTIC COAST
FEDERAL CORPORATION
OUR FUTURE
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[LOGO] ATLANTIC
COAST
FEDERAL
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ATLANTIC COAST FEDERAL CORPORATION, THE HOLDING COMPANY FOR
ATLANTIC COAST FEDERAL, IS SELLING UP TO 6,348,000 SHARES OF COMMON STOCK.
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YOU ARE INVITED...
TO A COMMUNITY INVESTOR MEETING & RECEPTION
TO LEARN ABOUT THE OFFERING OF COMMON STOCK OF ATLANTIC COAST
FEDERAL CORPORATION.
JUNE X, 2004 JUNE X, 2004
7:00 pm 7:00 pm
TBD TBD
Waycross, GA Jacksonville, FL
JUNE X, 2004
7:00 pm
TBD
Jacksonville, FL
PLEASE JOIN US AS BOB LARISON, PRESIDENT AND CEO, AND JON PARKER, CHIEF
FINANCIAL OFFICER, OF ATLANTIC COAST FEDERAL PRESENT INFORMATION
AND ANSWER YOUR QUESTIONS ABOUT THE BANK'S BUSINESS FOCUS
AND THE STOCK OFFERING.
INVESTMENT PROFESSIONALS FROM FRIEDMAN, BILLINGS, RAMSEY & CO., INC. WILL ALSO
BE PRESENTING INFORMATION REGARDING THE RELATED OFFERING OF COMMON STOCK.
SEATING IS LIMITED
PLEASE CALL THE STOCK CENTER TO MAKE YOUR RESERVATION.
(800) XXX-XXXX
THIS INVITATION IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM. THE SHARES OF COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.
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================================================================================
[LOGO] ATLANTIC
COAST
FEDERAL
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ATLANTIC COAST FEDERAL CORPORATION, THE HOLDING COMPANY FOR
ATLANTIC COAST FEDERAL, IS SELLING UP TO 6,348,000 SHARES OF COMMON STOCK.
----------------------------------------------------------------------------
YOU ARE INVITED...
TO A COMMUNITY INVESTOR MEETING & RECEPTION
TO LEARN ABOUT THE OFFERING OF COMMON STOCK OF ATLANTIC
COAST FEDERAL CORPORATION.
JUNE 1, 2004 JUNE 2, 2004
7:00 pm 7:00 pm
Waycross Exchange Club Holiday Inn
2401 Knight Avenue 150 Park Avenue
Waycross, GA Jacksonville, FL
JUNE 3, 2004
7:00 pm
Holiday Inn
9150 Baymeadows Road
Jacksonville, FL
PLEASE JOIN US AS ROBERT J. LARISON, PRESIDENT AND CEO AND JON PARKER, CHIEF
FINANCIAL OFFICER OF ATLANTIC COAST FEDERAL PRESENT INFORMATION
AND ANSWER YOUR QUESTIONS ABOUT THE BANK'S BUSINESS FOCUS
AND THE STOCK ISSUANCE.
INVESTMENT PROFESSIONALS FROM FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
WILL ALSO BE PRESENTING INFORMATION REGARDING THE RELATED
OFFERING OF COMMON STOCK.
SEATING IS LIMITED
PLEASE CALL THE STOCK CENTER TO MAKE YOUR RESERVATION.
(800) XXX-XXXX
THIS INVITATION IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY THESE SECURITIES. THIS OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM. THE SHARES OF COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOV
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NEWSPAPER ANNOUNCEMENT (ALL INCLUSIVE) & BANK BRANCH PLACARDS:
- --------------------------------------------------------------
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[LOGO] ATLANTIC
COAST
FEDERAL
----------------------------------------------------------------------------
ATLANTIC COAST FEDERAL CORPORATION, THE HOLDING COMPANY FOR
ATLANTIC COAST FEDERAL, IS SELLING UP TO 6,348,000 SHARES OF COMMON STOCK.
----------------------------------------------------------------------------
YOU ARE INVITED...
TO A COMMUNITY INVESTOR MEETING & RECEPTION
TO LEARN ABOUT THE OFFERING OF COMMON STOCK OF ATLANTIC
COAST FEDERAL CORPORATION.
JUNE 1, 2004 JUNE 2, 2004
7:00 pm 7:00 pm
Waycross Exchange Club Holiday Inn
2401 Knight Avenue 150 Park Avenue
Waycross, GA Jacksonville, FL
JUNE 3, 2004
7:00 pm
Holiday Inn
9150 Baymeadows Road
Jacksonville, FL
PLEASE JOIN US AS ROBERT J. LARISON, PRESIDENT AND CEO, AND JON PARKER,
CHIEF FINANCIAL OFFICER, OF ATLANTIC COAST FEDERAL PRESENT INFORMATION
AND ANSWER YOUR QUESTIONS ABOUT THE BANK'S BUSINESS FOCUS AND
THE STOCK OFFERING.
INVESTMENT PROFESSIONALS FROM FRIEDMAN, BILLINGS, RAMSEY & CO., INC.
WILL ALSO BE PRESENTING INFORMATION REGARDING THE RELATED
OFFERING OF COMMON STOCK.
SEATING IS LIMITED
PLEASE CALL THE STOCK CENTER TO MAKE YOUR RESERVATION.
(800) XXX-XXXX
THIS ADVERTISEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
BUY THESE SECURITIES. THE OFFER IS MADE ONLY BY THE PROSPECTUS ACCOMPANIED BY A
STOCK ORDER FORM. THE SHARES OF COMMON STOCK ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
BANK INSURANCE FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER
GOVERNMENTAL AGENCY.
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[LOGO] ATLANTIC
COAST
FEDERAL
_________, 2004
To Depositors and Friends of Atlantic Coast Federal:
In January of 2003, we reorganized from the mutual form of organization
to the mutual holding company form of organization. Due to this reorganization,
we are now providing you an opportunity to purchase stock in Atlantic Coast
Federal Corporation the holding company of Atlantic Coast Federal.
As a present or past member, you may invest in our future by purchasing
stock in Atlantic Coast Federal Corporation through a subscription offering
without paying a sales commission or fee. Enclosed are a prospectus and order
form related to the stock offering. Please carefully review the enclosed
materials before making an investment decision. We must receive your order form
before our deadline of 12:00 noon on Thursday, June xx, 2004 if you are
interested in purchasing shares.
We have included in this package a brochure that provides answers to
frequently asked questions. If you have any other questions, please call (866)
579-9631 or visit the Stock Center. See the accompanying literature for
locations and times.
Sincerely,
Robert J. Larison
President and Chief Executive Officer
Enclosures
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT DEPOSITS OR ACCOUNTS, ARE NOT
AN OBLIGATION OF OR GUARANTEED BY ATLANTIC COAST FEDERAL, AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTALAGENCY. THESE
SECURITIES ARE SUBJECT TO INVESTMENT RISK AND MAY LOSE VALUE. THIS LETTER IS
NEITHER AN OFFER TO BUY NOR A SOLICITATION OF AN OFFER TO SELL STOCK. THE OFFER
IS ONLY MADE BY THE PROSPECTUS AND THE ORDER FORM.
VS
P.O. Box 1256 o Waycross, Georgia 31502-1256 o (912) 283-4711 o 1-800-342-2824
FRIEDMAN BILLINGS RAMSEY
[LOGO] FBR
Friedman, Billings, Ramsey & Co., Inc.
1001 Nineteenth Street North
Arlington, Virginia 22209
703.312.9500www.fbr.com
_____, 2004
To Depositors and Friends of Atlantic Coast Federal:
In January of 2003, we reorganized from the mutual form of organization
to the mutual holding company form of organization. Due to this reorganization,
we are now providing you an opportunity to purchase stock in Atlantic Coast
Federal Corporation the holding company of Atlantic Coast Federal.
At the request of Atlantic Coast Federal Corporation and Atlantic Coast
Federal, we have enclosed a prospectus and order form for your use should you
decide to subscribe for shares of common stock of Atlantic Coast Federal
Corporation. Please read the enclosed offering materials carefully before making
an investment decision. We must receive your order form before our deadline of
12:00 noon on Thursday, June xx, 2004 if you are interested in purchasing
shares.
Atlantic Coast Federal Corporation has asked us to forward these
documents to you in view of certain requirements of the securities laws in your
state. If you have any other questions, please call (866) 579-9631 or visit the
Stock Center. See the accompanying literature for locations and times.
Sincerely,
/s/ Robert J. Larison
Robert J. Larison
President and Chief Executive Officer
Enclosures
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT DEPOSITS OR ACCOUNTS, ARE NOT
AN OBLIGATION OF OR GUARANTEED BYATLANTIC COAST FEDERAL, AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTALAGENCY. THESE
SECURITIES ARE SUBJECT TO INVESTMENT RISK AND MAY LOSE VALUE. THIS LETTER IS
NEITHER AN OFFER TO BUY NOR A SOLICITATION OF AN OFFER TO SELL STOCK. THE OFFER
IS ONLY MADE BY THE PROSPECTUS AND THE ORDER FORM.
BD
[LOGO] ATLANTIC
COAST
FEDERAL
_________, 2004
Dear Prospective Investor:
In January of 2003, we reorganized from the mutual form of organization
to the mutual holding company form of organization. Due to this reorganization,
we are now providing you an opportunity to purchase stock in Atlantic Coast
Federal Corporation the holding company of Atlantic Coast Federal.
Enclosed is a prospectus that fully describes Atlantic Coast. Please
review it carefully before making an investment decision. Also enclosed is an
order form used to purchase shares of Atlantic Coast Federal Corporation. We
must receive your order form before our deadline of 12:00 noon on Thursday, June
xx, 2004 if you are interested in purchasing shares.
We have included in this package a brochure that provides answers to
frequently asked questions. If you have any other questions, please call (866)
579-9631 or visit the Stock Center. See the accompanying literature for
locations and times.
Sincerely,
/s/ Robert J. Larison
Robert J. Larison
President and Chief Executive Officer
Enclosures
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT DEPOSITS OR ACCOUNTS, ARE NOT
AN OBLIGATION OF OR GUARANTEED BY ATLANTIC COAST FEDERAL, AND ARE NOT INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTALAGENCY. THESE
SECURITIES ARE SUBJECT TO INVESTMENT RISK AND MAY LOSE VALUE. THIS LETTER IS
NEITHER AN OFFER TO BUY NOR A SOLICITATION OF AN OFFER TO SELL STOCK. THE OFFER
IS ONLY MADE BY THE PROSPECTUS AND THE ORDER FORM.
C
P.O. Box 1256 o Waycross, Georgia 31502-1256 o (912) 283-4711 o 1-800-342-2824
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
COMMUNITY MEETING
JUNE 1, 2004
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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ROBERT J. LARISON, JR.
PRESIDENT AND CEO
ATLANTIC COAST FEDERAL CORPORATION
DAVE NEISWANDER
HEATHER ROSENKOETTER
FRIEDMAN BILLINGS RAMSEY
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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The following presentation concerns an offering of common stock. As part of the
presentation, comparisons have been made with that of other financial
institutions. This information is from public sources that we believe to be the
most accurate and reliable but can make no representations or warranties as
such.
The shares of common stock being offered are not deposits or savings accounts,
are not an obligation of or guaranteed by Atlantic Coast Federal Corporation,
and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency. These securities are subject to investment risk and may
lose value. This presentation is not an offer to sell nor a solicitation of an
offer to buy stock. The offer is made only by the Prospectus accompanied by the
Stock Order Form and Certification Form.
Prospective investors are urged not to rely solely on this presentation but to
examine the Prospectus carefully.
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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PURPOSE: To provide information on the stock offering of Atlantic Coast Federal
Corporation
AGENDA: Overview
Atlantic Coast Federal
The Stock Offering
Investment Highlights
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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OVERVIEW
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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OVERVIEW
o Established as a credit union in 1939 to serve the employees of Atlantic
Coast Line Railroad
o Membership expanded over the years to include residents of southeastern
Georgia and employees of CSX Transportation.
o November 2000 converted to a federal mutual savings association which
allowed us to also serve the general public
o January 2003 reorganized into mutual holding company structure
o 13 full service offices located throughout southeastern Georgia and
metropolitan Jacksonville
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
ATLANTIC COAST FEDERAL BRANCH LOCATIONS
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[GRAPHIC]
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
REASONS FOR THE STOCK OFFERING
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o Raise capital without loss of control
o Provide additional capital for further growth
o Increased lending growth
o Opening or acquiring additional branch offices
o Enhancing the quality of our facilities to better serve the needs of our
customers
o Potentially acquire other financial institutions
o Expand financial products and services offered to our customers
o Pay dividends to stockholders
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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[ATLANTIC COAST FEDERAL (R) LOGO]
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
OPERATING STRATEGY
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o Full-service, multi-branch financial institution serving the needs of our
customers in southeastern Georgia and northeastern Florida
o Committed to High Quality Customer Service Culture
o Increased Emphasis on Commercial Real Estate and Multi-Family Lending
o Expanding our Market Presence
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
OPERATING STRATEGY
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o Our growth strategy:
o expanding our products to offer a full array of banking services
o Hiring several experienced professionals to build out our commercial
and multi-family mortgage lending areas
o Branching through acquisition and de novo activity - focus on the
growing Jacksonville market
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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ATLANTIC COAST FEDERAL
As of December 31, 2003
Total Assets $ 499.0 million
Total Liabilities $ 455.8 million
Existing Capital $ 43.2 million
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
COMPOSITION OF ASSETS
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$499.0 Million
As of December 31, 2003
[CHART]
Dollars in Thousands
Cash and equivalents (1.8%) $ 8,978
Securities available for sale (5.2%) $ 26,039
Loans, net (87.3%) $ 435,614
FHLB stock (0.6%) $ 3,082
Premises and equipment, net (2.1%) $ 10,597
Other assets (3.0%) $ 14,730
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
LOAN PORTFOLIO
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$441.7 Million
As of December 31, 2003
[CHART]
Dollars in Thousands
1-4 family residential mortgages (53.9%) $ 237,945
Commercial real estate and multifamily (14.5%) $ 64,012
Commercial (non-mortgage) loans (0.6%) $ 2,608
Construction loans (6.9%) $ 30,576
Consumer & other (24.1%) $ 106,512
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
LOAN COMPOSITION DIVERSIFICATION
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o Increased emphasis on commercial real estate and multi-family lending
o Diversification
o Increased yield
o Business as customers can provide low cost deposits
o Several new hires with significant lending experience to strengthen
our processes and procedures
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
TOTAL DEPOSITS
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$392.3 Million
As of December 31, 2003
[CHART]
Dollars in Thousands
Non-interest bearing demand (6.9%) $ 27,179
Interest-bearing demand (3.8%) $ 14,956
Savings and money market (35.1%) $ 137,633
Time deposits (54.2%) $ 212,488
Percent "Core" Deposits: 46%
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
NET INCOME
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[CHART]
For the year ended December 31 Dollars in Thousands
1999 $ 1,700
2000 $ 4,100
2001 $ 2,196
2002 $ 3,187
2003 $ 4,417
Years 1999 and 2000 assume Atlantic Coast Federal had been subject to federal
and state income taxes of $1.1 million and $1.4 million, respectively
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
PRO FORMA REGULATORY CAPITAL
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As of December 31, 2003
(Dollars in thousands)
[CHART]
Requirement Current Capital* Capital after Offering
----------- ---------------- ----------------------
Tangible $ 7,746 $ 40,036 $ 57,618
Core $ 20,656 $ 40,036 $ 57,618
Risk-based $ 28,673 $ 44,351 $ 61,933
Pro Forma regulatory capital requirements and capital after the offering amounts
reflects the receipt by Atlantic Coast Federal of 50% of the net stock proceeds
assuming the sale of 4.8 million shares at $10.00 per share.
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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THE STOCK OFFERING
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
TIMELINE
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Mar 2004 Board adopted Plan of Stock Issuance
Mar 2004 Plan Filed with the Regulators
May 2004 Regulators Approved the Plan
Mailed Offering Materials
Commenced Offering
June 2004 Community Meetings
Offering Ends
July 2004 Anticipated Close and Trade
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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BEFORE THE MUTUAL HOLDING COMPANY (MHC) REORGANIZATION
Mutual Ownership [ATLANTIC COAST FEDERAL
Depositors ------------------------> CORPORATION (R) LOGO]
100%
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
AFTER MHC REORGANIZATION
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[CHART]
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
TERMS OF THE OFFERING
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Shares Offered: Between 4,080,000 and 6,348,000 shares
Price of Shares: $10.00 per share
Minimum Purchase: 25 shares or $250
Maximum Purchase: 50,000 shares or $500,000 for any individual person or
persons ordering through a single account
Your order may be grouped with other orders by other persons
with whom you are associated or acting in concert.
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
INDEPENDENT APPRAISAL
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An appraisal is determined by an independent firm, RP Financial
[GRAPHIC]
Appraisal = $120,000,000
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
MINORITY OFFERING
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[CHART]
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
MINORITY OFFERING
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Valuation $ 120,000,000
New Shareholders 40.0%
Midpoint of Offering $ 48,000,000
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
OFFERING RANGE
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A range is established based upon the Independent Valuation
Minimum $ 40,800,000
Midpoint $ 48,000,000
Maximum $ 55,200,000
Maximum, as adjusted $ 63,480,000
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
SUBSCRIPTION OFFERING
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o Eligible Account Holders: Depositors with $50.00 or more on account as
of December 31, 2002
o ESOP
o Supplemental Eligible Depositors with $50.00 or more on account as
Account Holders: of March 31, 2004
COMMUNITY OFFERING
o Preference given to residents of counties where we have an office
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
STOCK CENTER
- --------------------------------------------------------------------------------
MONDAY / FRIDAY:
10328 Deerwood Park Blvd
Jacksonville, FL 32256
TUESDAY, WEDNESDAY, THURSDAY:
505 Haines Avenue
Waycross, GA 31501
[GRAPHIC]
(866) 579-9631
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[GRAPHIC]
[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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INVESTMENT HIGHLIGHTS
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
RISK FACTORS
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o Our loan portfolio possesses increased risk due to our substantial number
of multi-family, commercial real estate, commercial business and consumer
loans, which could increase the level of our provision for loan losses.
o Our loan portfolio posses increased risk due to its rapid expansion and the
unseasoned nature of its portfolio.
o Our non-performing loans and classified assets have increased substantially
in the past year. If our allowance for loan losses is not sufficient to
cover our actual losses, our income may be negatively affected.
o Our chief executive officer is a critical part of our successful operation.
o Changes in interest rates may hurt our profits.
ADDITIONAL RISK FACTORS ARE OUTLINED IN THE
PROSPECTUS BEGINNING ON PAGE 1.
SHARES OF COMMON STOCK ARE NOT INSURED!
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
INVESTMENT HIGHLIGHTS
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o Existing Capital Base
o Earnings
o Market Comparisons
o No Commissions
o Insider Purchases
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
PRO FORMA EQUITY
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Page 16 of the Prospectus
As of December 31, 2003
Dollars in thousands except per share data
Historical Equity: $ 43,218
Net Proceeds*: 46,683
Less ESOP & RRP funding*: (5,760)
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Pro Forma Stockholders' Equity*: $ 84,141
*Assumed at the Midpoint of the Offering Range
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
PRO FORMA BOOK VALUE PER SHARE
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Page 16 of the Prospectus
As of December 31, 2003
Dollars in thousands except per share data
Number of Shares*: 12,000,000
Equity Per Share (Book Value per Share)*: $ 7.01
Offering Price Per Share: $ 10.00
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Offering Price as Percent of Book Value*: 142.65%
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*Assumed at the Midpoint of the Offering Range
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
PRO FORMA EARNINGS
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Page 15 of the Prospectus
For the Year Ended December 31, 2003
Dollars in thousands except per share data
Historical Income: $ 4,417
Pro Forma Income on Proceeds*: 320
Pro Forma ESOP Adjustment: (238)
Pro Forma Restricted Stock Plan Adjustment: (238)
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Pro Forma Net Income*: $ 4,261
*Assumed at the Midpoint of the Offering Range
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
PRO FORMA EARNINGS PER SHARE
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Page 15 of the Prospectus
For the Year Ended December 31, 2003
Dollars in thousands except per share data
Number of Shares*: 11,654,400
Net Income per Share (EPS)*: $ 0.37
Offering Price Per Share: $ 10.00
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Offering Price as Percent of EPS*: 27.0x
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*Assumed at the Midpoint of the Offering Range
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
PEER GROUP
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PEER GROUP
MARKET PRICE / PRICE / PRICE /
TOTAL ASSETS CAPITALIZATION EARNINGS BOOK VALUE TANG BOOK
COMPANY NAME TICKER ($'000) ($'000) (X) (%) (%)
- ------------------------------ ------- ------------ -------------- -------- ---------- ---------
Westfield Financial MHC of MA WFD
BCSB Bankcorp MHC of MD BCSB
Oneida Financial MHC of NY ONFC
Alliance Bank MHC of PA ALLB
Pathfinder BC MHC of NY PBHC UPDATE
Greene County Bcrp MHC of NY GCBC
Rome Bncp Inc. MHC of NY ROME
Jacksonville Bcp MHC of IL JXSB
Webster City Fed MHC of IA WCFB
Gouverneur Bcp MHC of NY GOV
Average
Median
Source: SNL DataSource
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
FULLY CONVERTED EQUIVALENT
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FULLY CONVERTED EQUIVALENT PRO FORMA
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PRICE TO PRICE TO PRICE TO
BOOK VALUE TNG BOOK VALUE EARNINGS
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ATLANTIC COAST FEDERAL CORPORATION
Minimum (4,080,000 shares sold) 78.50% 80.15% 25.0x
Maximum (5,520,000 shares sold) 86.00% 87.42% 34.8x
PEER GROUP AS OF MARCH 5, 2004
Average 102.33% 105.86% 33.5x
Median 102.67% 107.22% 34.9x
Source: RP Financial
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
MARKET PERFORMANCE
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UPDATE
[CHART]
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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NO COMMISSIONS
When you purchase common stock in the
offering, you pay no commissions.
DIVIDENDS
The Bank plans to pay dividends although the Board of
Directors has not yet determined the initial amount or
the timing.
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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INSIDER PURCHASES
Atlantic Coast Federal's Directors and
Executive Officers, as a group, intend to
purchase $3.4 million worth of stock
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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NASDAQ NATIONAL MARKET
"ACFC"
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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ORDERING STOCK
o Complete the Stock Order Form
o Sign the Certification Form
o Include Payment with Stock Order Form/Certification Form
1. Check (payable to Atlantic Coast Federal)
2. Withdrawal (waiving early withdrawal penalties)
3. IRA (coordinate with Stock Center as soon as possible)
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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DEADLINE
o All orders MUST be received at the Stock Center or a branch of Atlantic
Coast Federal by 12:00 NOON, Eastern Time, on
XXXXDAY, JUNE XX, 2004
o Everyone may place an order, but depositors receive priority
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]
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SCHEDULE
May _____ Offering Materials Mailed
May _____ Stock Center Opens
June _____ Community Meetings
June _____ Offering Ends at Noon
July _____ Tentative Target for Closing of Offering and Trading
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[ATLANTIC COAST FEDERAL CORPORATION (R) LOGO]