ATLANTIC BANCGROUP INC
SC 13D, 1999-06-02
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                   Copy of SEC Schedule 13D for stockholders,
                      Witherspoon, Schneiderman and Watson
               (holders of more than 5% of the outstanding stock)

<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934




                            Atlantic BancGroup, Inc.


                                  Common Stock



                    M. Michael Witherspoon, President and CEO
                            Atlantic BancGroup, Inc.
                              1315 S. Third Street
                        Jacksonville Beach, Florida 32250
                                 (904) 247-9494



                                   May 5, 1999
             (Date of Event which Requires Filing of this Statement)



If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .

Check the  following  box if a fee is being paid with the  statement . (A fee is
not required only if the reporting person:  (1 has a previous  statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  describes  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.


<PAGE>


                                  SCHEDULE 13D

CUSIP No. __________________                   Page _______ of __________ Pages



- --------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

M. Michael Witherspoon                                    S.S.N. #: ###-##-####
1315 S. Third Street
Jacksonville Beach, Florida  32250

- --------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) [ ]
     N/A                                                          (b) [ ]

- --------------------------------------------------------------------------------
3    SEC USE ONLY

- --------------------------------------------------------------------------------
4    SOURCE OF FUNDS*
     PERSONAL FUNDS

- --------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL  PROCEEDINGS IS REQUIRED PURSUANT TO
     ITEMS 2(d)     OR 2(E)
     N/A

- --------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A. Citizen
- --------------------------------------------------------------------------------

NUMBER OF                7    SOLE VOTING POWER
                              20,660
SHARES

BENEFICIALLY            8.   SHARE VOTING POWER
                              N/A
OWNED BY

EACH                    9.   SOLE DISPOSITIVE POWER
                              20,660
REPORTING

PERSON                 10.    SHARED DISPOSITVE POWER
                              N/A

- --------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     20,660

- --------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)( EXCLUDES CERTAIN SHARES*
     N/A

- --------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     6.7

- --------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*
     IN

- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILING OUT!

<PAGE>


ITEM 1.   Security and Issuer

     This statement relates to the common stock of Atlantic BancGroup,  Inc. The
following is a list of the officers and directors of Atlantic BancGroup who will
serve until the company's first annual shareholders meeting in the year 2000.

          M. Michael Witherspoon        Acting Chairman of the Board
          3343 Lighthouse Pointe Lane   and President/CEO
          Jacksonville, FL 32250

          David L. Young                Senior Vice President / Chief Financial
          1365 Pinewood Road            Officer and Corporate Secretary
          Jacksonville, FL  32250

          Barry W. Chandler             Director
          1022 Seawood Drive
          Neptune Beach, FL 32266

          Dr. Frank J. Cervone          Director
          91 Nina Lane
          Ponte Vedra Beach, FL  32082

          Jimmy D. Dubberly             Director
          111 Oakridge Drive
          Glennville, GA

          Donald F. Glisson, Jr.        Director
          2195 Osprey Point Drive, West
          Jacksonville, FL 32224

          Robin E. Scheiderman          Director
          3419 Lands End Drive
          St. Augustine, FL  32095      Director

          Gordon K. Watson              Director
          1262 Fish Hook Way
          Pointe Vedra Beach, FL  32082

          Conrad L. Williams            Director
          314 12th street
          Atlantic Beach, FL  32233

          Dennis M. Wolfson             Director
          9548 Waterford Road
          Jacksonville, FL


<PAGE>


ITEM 2.

                         (a)  M. Michael Witherspoon.

                         (b)  1726 Selva Marina Drive
               Atlantic Beach, Florida 32233

                         (c)  Chairman  of the  Board  of  Directors  and CEO of
               Oceanside Bank and acting Chairman  President and CEO of Atlantic
               BancGroup, Inc.

                         (d) No criminal convictions during the last five years.

                         (e) Not a party to a civil proceeding regarding federal
               or state securities laws during the last five years.

ITEM 3.  Source and Amount of Funds or Other Consideration

     Personal Funds.

ITEM 4.  Purpose of Transaction

     At this time, Mr.  Witherspoon  does not have any plans or proposals  which
would relate to or would result in:

                         (a)  the   acquisition   by  any  person  of   addition
               securities, or the disposition of securities of the company.

                         (b)  extraordinary  corporate  transaction,  such  as a
               merger,  reorganization or liquidation,  involving the company or
               any of its subsidiaries.

                         (c) sale or transfer of a material  amount of assets of
               the Company or any of its subsidiaries.

                         (d) has no plans for any changes in the  present  board
               of directors or  management,  including any plans or proposals to
               change the number of term or  directors  or to fill any  existing
               vacancies on the board.

                         (e) any plans to make  material  changes in the present
               capitalization or dividend policy of the Company.

                         (f)  any  other  material   changes  in  the  Company's
               business or corporate structure.

                         (g) plans to change the  Company's  charter,  bylaws or
               instruments  corresponding  thereto  or other  actions  which may
               impede the acquisition of control of the Company by any person.

                         (h) any class of securities  of the issuer  causing the
               issuer to be delisted from a national  securities  exchange or to
               cease to be authorized to be quoted in an inter-dealer  quotation
               system of a registered national securities association.

                         (i) any  class  of  equity  securities  of the  Company
               becoming  eligible for  termination of  registration  pursuant to
               Section 12(g)(4) of the Act.

                         (j) Mr. Witherspoon does not have any action similar to
               any of those enumerated above.

ITEM 5.  Interest in Securities of the Issuer

               On the Effective Date of the Reorganization, Mr. Witherspoon will
          hold 20,660 shares of Atlantic BancGroup, Inc. common stock and 20,660
          unexercised warrants.

ITEM 6. Contracts,  Arrangements,  Understandings, or Relationships with Respect
to Securities of the Issuer

     N/A.

ITEM 7.  Material to Be Filed as Exhibits

     None.

Signature

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


May 17, 1999                                         /s/ M. Michael Witherspoon
- ------------                                         --------------------------
Date                                                 Signature

                                                     M. Michael Witherspoon
                                                     ----------------------
                                                     Name


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