SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
ADMIRALTY BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
ADMIRALTY BANCORP, INC.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[ADMIRALTY BANCORP, INC. LOGO]
4400 PGA BOULEVARD
PALM BEACH GARDENS, FLORIDA 33410
March 29, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of the stockholders
(the "Annual Meeting") of Admiralty Bancorp, Inc. (the "Company") to be held on
Friday, April 28, 2000 at 11:00 a.m. at the main office of Admiralty Bank, 4400
PGA Boulevard, Palm Beach Gardens, Florida 33410.
At the Annual Meeting, stockholders will be asked to elect five members to
the Board of Directors.
The Board of Directors of the Company has determined that the election of
the Board's nominees is in the best interests of the Company and its
stockholders. For the reasons set forth in the Proxy Statement, the Board
unanimously recommends that you vote "FOR" each candidate.
YOUR COOPERATION IS APPRECIATED SINCE A MAJORITY OF THE COMMON STOCK MUST
BE REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM FOR THE
CONDUCT OF BUSINESS. WHETHER OR NOT YOU EXPECT TO ATTEND, PLEASE SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED
SO THAT YOUR SHARES WILL BE REPRESENTED.
On behalf of the Board of Directors and all of the employees of the
Company, I thank you for your continued interest and support.
Sincerely yours,
/s/ BRUCE A. MAHON
BRUCE A. MAHON
Chairman of the Board
<PAGE>
ADMIRALTY BANCORP, INC.
4400 PGA BOULEVARD
PALM BEACH GARDENS, FLORIDA 33410
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 2000
Notice is hereby given that the Annual Meeting of stockholders (the
"Annual Meeting") of Admiralty Bancorp, Inc. (the "Company") will be held at
the main offices of Admiralty Bank, 4400 PGA Boulevard, Palm Beach Gardens,
Florida 33410 on Friday, April 28, 2000 at 11:00 a.m. for the purpose of
considering and voting upon the following matters:
1. Election of five directors to serve three-year terms each, and until
their successors are elected and qualified.
2. Such other business as may properly come before the Annual Meeting and
at any adjournments thereof, including whether or not to adjourn the
meeting.
Stockholders of record at the close of business on March 22, 2000 are
entitled to notice of, and to vote at, the Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting.
Whether or not you contemplate attending the Annual Meeting, please execute the
enclosed proxy and return it to the Company. You may revoke your proxy at any
time prior to the exercise of the proxy by delivering to the Company a
later-dated proxy or by delivering a written notice of revocation to the
Company. A return envelope, which requires no postage if mailed in the United
States, is enclosed for your convenience.
By Order of the Board of Directors
/s/ BRUCE A. MAHON
BRUCE A. MAHON
Chairman of the Board
March 29, 2000
<PAGE>
ADMIRALTY BANCORP, INC.
4400 PGA BOULEVARD
PALM BEACH GARDENS, FLORIDA 33410
----------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 2000
----------------------------------------
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement and the accompanying Notice of Annual Meeting of
Stockholders are being furnished to the stockholders of Admiralty Bancorp, Inc.
(the "Company") in connection with the solicitation by the Board of Directors
of the Company of proxies to be used at the Annual Meeting of stockholders of
the Company (the "Annual Meeting") to be held at the main office of Admiralty
Bank, 4400 PGA Boulevard, Palm Beach Gardens, Florida 33410 on Friday, April
28, 2000, at 11:00 a.m. Florida time, and at any adjournments thereof. These
proxy materials are first being mailed on or about March 29, 2000, to holders
of record on March 22, 2000 (the "Record Date") of shares of the Company's
Class A Common Stock, no par value (the "Class A Stock") and Class B Common
Stock, no par value (the "Class B Stock") (the Class A Stock and the Class B
Stock sometimes collectively referred to as the "Common Stock"). Holders of the
Class A Stock and the Class B Stock vote together as a single class.
A stockholder may revoke a proxy at any time before the proxy is voted by
written notice to the Secretary of the Company, by submission of another proxy
bearing a later date, or by appearing and voting in person at the Annual
Meeting. The mere presence at the Annual Meeting of the stockholder appointing
the proxy will not revoke the appointment. If not revoked, the proxy will be
voted at the Annual Meeting in accordance with the instructions indicated on
the proxy by the stockholder, or, if no instructions are indicated, all shares
represented by valid proxies received pursuant to this solicitation (and not
revoked before they are voted) will be voted "FOR" the election of each of the
nominees for director named in this Proxy Statement. As to any other matter of
business that may be brought before the Annual Meeting, all shares represented
by valid proxies will be voted in accordance with the judgment of the person or
persons voting the same.
All expenses of the Company in connection with the solicitation on behalf
of the Board of Directors will be borne by the Company. Proxies may also be
solicited personally or by mail or telephone by directors, officers and other
employees of the Company and the Bank, without additional compensation
therefore. The Company will also request persons, firms and corporations
holding shares in their names, or in the name of their nominees, which are
beneficially owned by others, to send proxy materials to and obtain proxies
from such beneficial owners, and will reimburse such holders for their
reasonable expenses in doing so.
Holders of record of Common Stock at the close of business on the Record
Date are entitled to receive notice of, and will be entitled to vote at, the
Annual Meeting. At the close of business on March 15, 2000, the Company had
772,071 outstanding shares of Class A Stock and 1,970,708 outstanding shares of
Class B Stock, which vote together as one class. No other class of voting
security of the Company is issued and outstanding. Each share of Common Stock
entitles the holder thereof to one vote on all matters which may come before
the Annual Meeting.
<PAGE>
As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote "FOR" the election of the
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote
for one or more of the nominees being proposed. Under the Company's Bylaws,
directors are elected by a plurality of votes cast, without regard to either
broker non-votes, or proxies as to which authority to vote for one or more of
the nominees being proposed is withheld.
The Board of Directors knows of no matters, other than those disclosed in
the Notice of Annual Meeting, to be presented for consideration at the Annual
Meeting. If, however, any other matters properly come before the Annual Meeting
or any adjournments thereof, it is the intention of the persons named in the
enclosed proxy to vote such proxy in accordance with their judgment on any such
matters. The persons named in the enclosed proxy may also, if a quorum is not
present, vote such proxy to adjourn the Annual Meeting from time to time.
All persons standing for election as director were unanimously nominated
by the Board of Directors. No person being nominated as a director is being
proposed for election pursuant to any agreement or understanding between any
such person and the Company.
ELECTION OF DIRECTORS
In accordance with the Certificate of Incorporation and the Bylaws of the
Company, the Board of Directors has fixed the number of directors constituting
the Board at 13. Directors are elected for staggered terms of three years each,
with the term of office of only one of the three classes of directors expiring
each year. Directors serve until their successors are elected and qualified.
The Board of Directors has nominated and recommends the election of each of the
nominees listed below for the term set forth for such nominee and until their
successors shall have been elected and qualified. Unless otherwise instructed
by the stockholders, the persons named in the enclosed form of proxy will vote
the shares represented by such proxy "FOR" the election of the nominees named
in this Proxy Statement, subject to the condition that if the named nominees
should be unable to serve, discretionary authority is reserved to vote for a
substitute. No circumstances are presently known which would render the
nominees named herein unable or unwilling to serve. In accordance with the
Bylaws of the Company directors are elected by a plurality of the votes of the
shares present in person or represented by proxy at the Annual Meeting.
2
<PAGE>
INFORMATION WITH RESPECT TO THE NOMINEES AND CONTINUING DIRECTORS
The following table sets forth, as of the Record Date, the names of the
nominees and those directors whose terms continue beyond the Annual Meeting and
their ages, a brief description of their recent business experience, including
present occupations and employment, certain directorships held by each, the
year in which each became a director of the Company and the year in which their
terms (or in the case of the nominees, their proposed terms) as director of the
Company expire.
TABLE I--NOMINEES FOR 2000 ANNUAL MEETING
<TABLE>
<CAPTION>
NAME, AGE AND DIRECTOR TERM
POSITION WITH COMPANY PRINCIPAL OCCUPATION DURING PAST FIVE YEARS SINCE EXPIRES
- ------------------------ --------------------------------------------------- ---------- --------
<S> <C> <C> <C>
Bruce A. Mahon, 69, Chairman of the Board of the Company and the 1998 2003
Chairman of the Board Bank; Formerly Chairman of the Board of Carnegie
Bancorp, Inc. and Carnegie Bank
Craig Spencer, 39, President and CEO of The Arden Group, Inc. 1998 2003
Director (Real Estate Development)
Richard Rosa, 48, Chief Financial Officer and Director of Grand 1998 2003
Director Bancorp, Inc. and Grand Bank, N.A.; Formerly Chief
Financial Officer of Carnegie Bancorp and Carnegie
Bank, N.A.
Mark Wolters, 39, President of Grand Bancorp, Inc. and Grand Bank, 1998 2003
Director N.A.; Director of Grand Bank, N.A.; Formerly
Executive Vice President of Carnegie Bancorp.
Thomas J. Hanford, 60, Private Investor 1998 2003
Director
</TABLE>
3
<PAGE>
TABLE II--DIRECTORS OF THE COMPANY WHOSE TERMS CONTINUE
BEYOND THIS ANNUAL MEETING
<TABLE>
<CAPTION>
NAME, AGE AND DIRECTOR TERM
POSITION WITH COMPANY PRINCIPAL OCCUPATION DURING PAST FIVE YEARS SINCE EXPIRES
- --------------------------- ------------------------------------------------------ ---------- --------
<S> <C> <C> <C>
Sidney Hofing, 65, President of the Eagle Group, Inc. 1998 2001
Director (Real Estate Development)
Peter L. A. Pantages, 45, President of McCay Real Estate Group 1998 2001
Director (Real Estate Development)
Ward Kellogg, 41, President and Chief Executive Officer of the Bank 1998 2001
President, and the Company; formerly, Executive Vice President
Chief Executive Officer and Chief Credit Officer of 1st United Bank, Boca
and Director Raton, Florida
Joseph Veccia, 43, Partner, VPC Development 1998 2001
Director (Real Estate Development) and past Chairman of the
Greater Boca Raton Chamber of Commerce
David B. Dickenson, 58, Senior Partner, Dickenson, Murdoch, Rex and Sloan 1998 2002
Director (Attorneys)
Thomas L. Gray, 55, Chairman of the Board of Grand Bancorp, Inc. and 1998 2002
Director Grand Bank, N.A.; Formerly President and CEO of
Carnegie Bancorp
Leslie E. Goodman, 57, Executive Officer of the Eagle Group, Inc. 1998 2002
Director (Real Estate Development)
George Zoffinger, 52, President and CEO of Constellation Capital Corp.; 1998 2002
Director Director of MFN Financial Corp.; Director of Atlas
Steel Corp.; Director of Commercial Federal Corp.;
Director of N.J. Resourcing
</TABLE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE MEETINGS
During the fiscal year ended December 31, 1999, the Board of Directors of
the Company held 15 meetings. During the fiscal year, no director attended
fewer than 75% of the aggregate of (i) the meetings of the Board of Directors
and (ii) meetings of the Committees of the Board of Directors on which such
director served.
The Company maintains an Audit Committee. The Audit Committee arranges for
the annual financial statement audit through the Company's independent
certified public accountants, reviews and evaluates the recommendations of the
annual audit, receives reports of examinations of the Bank by the Bank's
internal audit department, analyzes such internal reports, receives reports of
regulatory examinations of the Company and the Bank by the applicable
regulatory agencies, analyzes such reports, and reports to the Board of
Directors the results of this analysis.
The Company does not maintain a separate Nominating Committee. The full
Board of Directors acts as a Nominating Committee.
COMPENSATION OF DIRECTORS
Mr. Bruce A. Mahon, Chairman of the Board of Directors of the Company,
receives an annual salary of $75,000. Mr. Mahon is provided with an automobile
for business use in connection with his services as Chairman of the Board of
Directors and all expenses relating to this vehicle are paid by the Company. No
other directors of the Company receive compensation for their service on the
Company's Board or Committees thereof. Directors other than Mr. Kellogg receive
$750.00 per
4
<PAGE>
regularly scheduled Bank Board of Directors meeting. Bank Board Committee
members receive $150.00 per meeting not on Board of Directors meeting day.
The Company maintains the 1998 Management Stock Option Plan (the
"Management Plan") which provides for options to purchase up to 372,613 shares
of Class B Stock to be issued to officers and directors of the Company, the
Bank and any other subsidiaries which the Company may acquire or incorporate in
the future. Individual participants to whom options are granted under the Plan
are selected by the Board of Directors, which has the authority to determine
the terms and conditions of options granted under the Management Plan and the
exercise price therefore which may not be less than 100% of the fair market
value on the date of the grant. For the fiscal year ended December 31, 1999
members of the Board of Directors were granted 85,818 options to purchase Class
B Stock at exercise prices from $7.59 to $9.30. The exercise prices of all
options granted during 1999 were at 100% of fair market value.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth, as of January 28, 2000, certain
information concerning the ownership of the Company's Common Stock by (i) each
person who is known by the Company to own beneficially more than five percent
(5%) of the issued and outstanding Common Stock, (ii) each director and nominee
for director of the Company and each director of the Bank, (iii) each named
executive officer described in this Proxy Statement under the caption
"Executive Compensation," and (iv) all directors and officers of the Company as
a group. Since the Class A Stock and the Class B Stock vote together as a
single class, the following table presents the classes together.
THE COMPANY
<TABLE>
<CAPTION>
NUMBER OF SHARES OF CLASS A
AND CLASS B PERCENT
NAME, AGE AND POSITION WITH COMPANY BENEFICIALLY OWNED(1) OF CLASS
- ------------------------------------------------------ ---------------------------- ---------
<S> <C> <C>
Bruce A. Mahon, 69, Chairman of the Board(2) ......... 156,899 5.74
Craig Spencer, 39, Director(3)(4) .................... 153,369 5.61
Richard Rosa, 48, Director(5) ........................ 60,460 2.21
Mark Wolters, 39, Director(6) ........................ 53,523 1.96
Sidney Hofing, 65, Director(7) ....................... 170,193 6.23
Peter L. A. Pantages, 45, Director(8) ................ 90,528 3.31
Thomas L. Gray, 55, Director(9) ...................... 97,795 3.58
Leslie E. Goodman, 57, Director(10) .................. 107,009 3.91
George Zoffinger, 52, Director(11) ................... 59,857 2.19
Ward Kellogg, 41, President(12) ...................... 69,618 2.55
David Dickenson, 58, Director(13) .................... 18,372 *
Thomas Hanford, 60, Director(14) ..................... 51,375 1.88
Joseph Veccia, 43, Director(15) ...................... 39,519 1.45
Directors and Executive Officers of the Company
as a Group (17 persons) ............................. 1,181,315 43.22
<FN>
- ----------------
* Less than 1%
(1) The address of all persons is c/o Admiralty Bancorp, Inc., 4400 PGA
Boulevard, Palm Beach Gardens, Florida 33410.
(2) Includes 45,165 shares of Class B Stock purchasable upon the exercise of
stock options and 30,345 shares of Class B Stock purchasable upon the
exercise of Warrants. Also includes 4,000 shares of Class A Stock, 6,162
shares of Class B Stock and 2,258 shares of Class B Stock purchasable upon
the exercise of Warrants all held by members of Mr. Mahon's family.
(3) Includes 21,312 shares of Class B Stock purchasable upon the exercise of
stock options.
5
<PAGE>
(4) Includes 35,000 shares of Class B Stock and 40,601 shares of Class A Stock
held jointly with Mr. Spencer's wife, and 56,456 shares of Class B Stock
purchasable upon the exercise of Warrants held jointly with Mr. Spencer's
wife.
(5) Includes 21,312 shares of Class B Stock purchasable upon the exercise of
stock options and 16,937 shares of Class B Stock purchasable upon the
exercise of Warrants. Also includes 5,000 shares of Class A Stock and
1,937 shares of Class B Stock held by Mr. Rosa's self-directed IRA.
(6) Includes 21,312 shares of Class B Stock purchasable upon the exercise of
stock options and 16,937 shares of Class B Stock purchasable upon the
exercise of Warrants. Also includes 4,444 shares of Class A Stock and 574
shares of Class B Stock held by Mr. Wolters as custodian for his children.
(7) Includes 50,810 shares of Class B Stock purchasable upon the exercise of
Warrants, and 21,312 shares of Class B Stock purchasable upon the exercise
of stock options. Of the reported shares, 26,398 shares and 22,582
Warrants are held by a limited partnership of which Mr. Hofing is a
member.
(8) Includes 21,312 shares of Class B Stock purchasable upon the exercise of
stock options and 31,475 shares of Class B Stock purchasable upon the
exercise of Warrants. Includes 2,470 shares held in trust. Also includes
10,201 shares of Class B Stock held by members of Mr. Pantages' family.
(9) Includes 21,312 shares of Class B Stock purchasable upon the exercise of
stock options and 19,195 shares purchasable upon the exercise of Warrants.
(10) Includes 21,312 shares of Class B Stock purchasable upon the exercise of
stock options and 45,164 shares of Class B Stock purchasable upon the
exercise of Warrants.
(11) Includes 21,312 shares of Class B Stock purchasable upon the exercise of
stock options and 16,937 shares of Class B Stock purchasable upon the
exercise of Warrants. Also includes 6,177 shares and Warrants to purchase
5,646 shares of Class B Stock held by a limited partnership of which Mr.
Zoffinger is a member.
(12) Includes 51,939 shares of Class B Stock purchasable upon the exercise of
stock options.
(13) Includes 3,726 shares of Class B Stock held by Mr. Dickenson's wife.
(14) Includes shares of Class B Stock held as follows: 3,952 shares by an
investment partnership of which Mr. Hanford is a member and 5,646 shares
by an investment corporation in which Mr. Hanford has a controlling
interest; 1,129 shares by his wife; 1,129 shares as custodian for his son;
1,129 shares as custodian for his son-in-law; and 1,129 shares as
custodian for his daughter.
(15) Includes 5,646 shares of Class B Stock purchasable upon the exercise of
stock options. Also includes 11,291 shares of Class B Stock held by Mr.
Veccia's IRA. Also includes 22,582 shares of Class B Stock held by a
limited partnership in which members of Mr. Veccia's immediate family has
a membership interest.
</FN>
</TABLE>
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth a summary for the last three fiscal years
of the cash and non-cash compensation awarded to, earned by, or paid to, the
Chief Executive Officer of the Company and each of the four most highly
compensated executive officers of the Company or the Bank whose individual
remuneration exceeded $100,000 for the last fiscal year.
SUMMARY COMPENSATION TABLE
CASH AND CASH EQUIVALENT FORMS OF REMUNERATION
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------------------------------- LONG TERM
COMPENSATION AWARDS
OTHER ANNUAL SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS/SARS(#)
- ----------------------------- ------ ----------------- ---------- ----------------- ----------------------
<S> <C> <C> <C> <C> <C>
Ward Kellogg 1999 $ 125,000 $17,659 (3) 18,066
President 1998 $ 62,500(1) -0- (3) 33,873
William Burke 1999 $ 100,000 $11,796 (3) 7,904
Chief Operating Officer 1998 $ 50,000(2) $25,000 (3) 11,291
<FN>
- ----------------
(1) Mr. Kellogg was hired as President on July 1, 1998 at an annual salary of
$125,000.
(2) Mr. Burke was hired on July 2, 1998 at an annual salary of $100,000.
(3) Includes the value of certain perquisites and other personal benefits such
as a car allowance. The Company believes the value of these benefits to be
less than 10% of the salary and bonus reported in the table above.
</FN>
</TABLE>
EMPLOYMENT AGREEMENTS
Mr. Kellogg serves as President and Chief Executive Officer of the Company
and the Bank pursuant to an employment agreement dated July 1, 1998. Pursuant
to this employment agreement, Mr. Kellogg initially received an annual salary
of $125,000, subject to annual increases. In addition, Mr. Kellogg may receive
a cash bonus based upon the Company's return on average assets. Mr. Kellogg's
employment agreement has a term of 3 1/2 years. If Mr. Kellogg is terminated
other than for cause (as defined in the contract), he is to receive his then
current base compensation for the remaining term of the Agreement, or
24-months, whichever is longer. If Mr. Kellogg's employment is terminated
following a change in control (as defined in the Agreement) or if he
voluntarily terminates his employment following a change in control under
certain circumstances, Mr. Kellogg will be entitled to receive his then current
based compensation for a period of 24-months.
7
<PAGE>
MANAGEMENT OPTION PLAN
As disclosed above under the caption "Compensation of Directors", the
Company maintains the Management Option Plan. Members of management of the
Company are permitted to participate in the Management Option Plan. The
following table lists grants of options under the Management Option Plan to the
executive officers named in the "Summary Compensation Table" above for 1999 and
contains certain information about the potential value of those options based
upon certain assumptions as to the appreciation of the Company's Class B Stock
over the life of the option.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS PRESENT
UNDERLYING GRANTED TO VALUE OF
OPTIONS/SARS EMPLOYEES IN EXERCISE OR EXPIRATION GRANT ON
NAME GRANTED(#)(1) FISCAL YEAR BASE PRICE ($/SH) DATE GRANT DATE($)(2)
- ----------------------- --------------- -------------- ------------------- ------------ -----------------
<S> <C> <C> <C> <C> <C>
Ward Kellogg .......... 5,646 7.3% 9.30 1/31/09 $25,576
12,420 16.1% 7.59 10/21/09 $53,033
William Burke ......... 7,904 10.2% 7.59 10/21/09 $33,750
<FN>
- ----------------
(1) The options granted to Messrs. Kellogg and Burke originally provided for a
four-year vesting schedule. However, in consideration of the fact that the
Company did not pay year-end bonuses nor provide for salary increases for
1998, the Board of Directors elected to amend the stock options granted to
Messrs. Kellogg and Burke to provide for immediate vesting.
(2) The present value has been estimated using the Black-Scholes option pricing
model using the following assumptions: divided yield of -0-%; expected
volatility of 60% and a risk free interest rate of 6.04%.
</FN>
</TABLE>
The following table sets forth information concerning the fiscal year-end
value of unexercised options held by the executive officers of the Company
named in the table above. No stock options were exercised by such executive
officers during 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
SHARES OPTIONS/SARS VALUE OF UNEXERCISED
ACQUIRED ON VALUE AT FY-END(#) IN-THE-MONEY OPTIONS/SARS
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE AT FY-END($)
- ----------------------- ------------- ------------- --------------------------- --------------------------
<S> <C> <C> <C> <C>
Ward Kellogg .......... 0 $ 0 39,519/12,420 (1)
William Burke ......... 0 0 19,195/0 (1)
<FN>
- ----------------
(1) These options were not in the money at year end.
</FN>
</TABLE>
8
<PAGE>
CERTAIN TRANSACTIONS WITH MANAGEMENT
The Bank has made in the past and, assuming continued satisfaction of
generally applicable credit standards, expects to continue to make loans to
directors, executive officers and their associates (i.e. corporations or
organizations for which they serve as officers or directors or in which they
have beneficial ownership interests of ten percent or more). These loans have
all been made in the ordinary course of the Bank's business on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons and do not involve more
than the normal risk of collectibility or present other unfavorable features.
The Bank's Boca Raton, Florida branch and Jupiter, Florida branch are
leased from entities owned by certain members of the Company's Board of
Directors. The aggregate rental payment due under these two leases is $248,000
per year. The Company believes that these leases represent fair market value,
and are comparable to terms which the Bank could have obtained from
unaffiliated parties.
David B. Dickenson is a Director of the Company and a partner with the law
firm Dickenson, Murdoch, Rex & Sloan, Chartered. The firm performed loan
closings for the Bank during 1999, and continues to perform such services in
2000. The fees related to these closings are paid by the borrower out of the
proceeds from the loan closings. The Company made no payments to Dickenson,
Murdoch, Rex & Sloan in 1999.
RECOMMENDATION AND VOTE REQUIRED
Directors will be elected by a plurality of the votes cast at the Annual
Meeting, whether in person or by proxy. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES NAMED ABOVE.
OTHER MATTERS
At the date of this Proxy Statement, the Company has no knowledge of any
business other than that described above that will be presented at the Annual
Meeting. If any other business should come before the Annual Meeting, it is
intended that the persons named in the enclosed proxy will have discretionary
authority to vote the shares that they represent.
INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December 31,
1999 were KPMG, LLP. KPMG, LLP has advised the Company that one or more of its
representatives will be present at the Annual Meeting to make a statement if
they so desire and to respond to appropriate questions.
The Company dismissed Grant Thornton LLP as its independent auditors on or
about April 9, 1999. The decision to replace Grant Thornton as auditors was
recommended by the Company's Board of Directors and Audit Committee. The
Company's independent auditor's report on the consolidated financial statements
for the fiscal years ended December 31, 1999 and 1998 expressed an unqualified
opinion. For the fiscal years ended December 31, 1999 and 1998 and up to the
date of this report, there have been no disagreements with the principal
accountants of the Company on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of the independent auditor, would have caused it
to make reference to the subject matter of the disagreement in connection with
its reports.
9
<PAGE>
As of April 23, 1999, the Company had retained KPMG, LLP as its
independent auditors for the fiscal year ended December 31, 1999. The decision
to hire KPMG, LLP as auditors was recommended by the Registrant's Board of
Directors and Audit Committee. The Company expects to retain KPMG, LLP as its
independent auditors for the fiscal year ending December 31, 2000.
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten percent stockholders are
required by regulation of the Securities and Exchange Commission to furnish the
Company with copies of all Section 16(a) forms they file.
The Company believes that during the fiscal year ended December 31, 1999,
certain persons who are subject to the Section 16(a) filing requirements have
not met all of those filing requirements as follows: David B. Dickenson did not
timely file two reports based on four transactions; Leslie E. Goodman did not
timely file one report based on one transaction; Sidney L. Hofing did not
timely file one report based on one transaction; Richard P. Rosa did not timely
file one report based on one transaction; and Craig A. Spencer did not file one
report based on one transaction. Filings of reports reporting all of the above
transactions have been made.
SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE 2001 ANNUAL MEETING
Any stockholder who wishes to submit a proposal for inclusion in the proxy
material to be distributed by the Company in connection with its 2001 Annual
Meeting must do so no later than December 8, 2000.
At the 2001 annual meeting of stockholders or special meeting in lieu
thereof, the persons named as proxies in the Company's proxy for the meeting
may vote the proxy in their discretion on any proposal received by the Company
after February 21, 2001.
10
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ADMIRALTY BANCORP, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the Board of Directors or any survivor
thereof to vote all of the shares of Admiralty Bancorp, Inc. ("Admiralty")
standing in the undersigned's name at the Annual Meeting of Stockholders of
Admiralty, to be held at the main office of Admiralty Bank, 4400 PGA Boulevard,
Palm Beach Gardens, Florida 33410, on Friday, April 28, 2000, at 11:00 A.M.,
and at any adjournment thereof. The undersigned hereby revokes any and all
proxies heretofore given with respect to such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW. IF NO CHOICE IS SPECIFIED, THE
PROXY WILL BE VOTED "FOR" MANAGEMENT'S NOMINEES TO THE BOARD OF DIRECTORS.
The Board of Directors recommends a vote "FOR" approval the following
proposal:
1. Election of the following five (5) nominees to each serve on the Board of
Directors for a three (3) year term, and until their successors are
elected and duly qualified: Bruce A. Mahon, Craig A. Spencer, Richard P.
Rosa, Mark Wolters and Thomas J. Hanford.
[ ] FOR ALL NOMINEES
TO WITHHOLD AUTHORITY FOR ANY OF THE ABOVE NAMED NOMINEES, PRINT THE
NOMINEE'S NAME ON THE LINE BELOW:
____________________________________________________________________________
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
2. In their discretion, such other business as may properly come before the
meeting.
<PAGE>
[ ] Please check if you plan to attend the meeting.
Dated: ____________________ , 2000
__________________________________
Signature
__________________________________
Signature
(Please sign exactly as your name
appears. When signing as an
executor, administrator,
guardian, trustee or attorney,
please give your title as such.
If signer is a corporation,
please sign the full corporate
name and then an authorized
officer should sign his name and
print his name and title below
his signature. If the shares are
held in joint name, all joint
owners should sign.)
PLEASE DATE, SIGN AND RETURN THIS
PROXY IN THE ENCLOSED RETURN
ENVELOPE.
