SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party Other Than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
POINTE FINANCIAL CORPORATION
----------------------------
(Name of Registrant as Specified in Its Articles of Incorporation)
Marc Lipsitz, Esq.
Camner, Lipsitz and Poller, P.A.
550 Biltmore Way
Suite 700
Coral Gables, Florida 33134
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<CAPTION>
<S> <C>
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:_______________________________________________________________
4) Proposed maximum aggregate value of transaction:__________________________________________________
5) Total fee paid:___________________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] 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:_____________________________________________________________________________________
</TABLE>
<PAGE>
[POINTE FINANCIAL CORPORATION LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FOR FRIDAY, APRIL 16, 1999
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of the Shareholders
(the "Annual Meeting") of Pointe Financial Corporation (the "Company") will be
held at the Boca Pointe Country Club, 7144 Boca Pointe Drive, Boca Raton,
Florida 33433, April 16, 1999, at 10 A.M., for the following purposes:
(1) To elect two Class II directors to serve until 2002; and
(2) To transact such other business as may properly come before the
Annual Meeting and any postponements or adjournments thereof.
Pursuant to the Bylaws, the Board of Directors has fixed the close of
business on March 1, 1999 as the record date for the determination of the
shareholders entitled to notice of and to vote at the Annual Meeting.
By Order of the Board of Directors
/s/ Roberto Kassin
------------------
ROBERTO KASSIN
Chairman of the Board
Boca Raton, Florida
March 19, 1999
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR
NOT YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE SIGN, DATE
AND COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE,
WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
POINTE FINANCIAL CORPORATION
21845 Powerline Road
Boca Raton, Florida 33433
(561) 368-6300
PROXY STATEMENT
For the Friday, April 16, 1999 Annual Meeting of Shareholders
INTRODUCTION
This Proxy Statement is furnished to shareholders of Pointe Financial
Corporation (the "Company") in connection with the solicitation by the Company's
Board of Directors (the "Board" or "Board of Directors") of proxies for the
Annual Meeting of Shareholders (the "Annual Meeting") to be held at 10 A.M. on
April 16, 1999, at the Boca Pointe Country Club, 7144 Boca Pointe Drive, Boca
Raton, Florida 33433 and at any postponements or adjournments thereof. At the
Annual Meeting, the shareholders of the Company will consider the matters
described herein. The approximate date of mailing this Proxy Statement and the
accompanying proxy card to the Company's shareholders is April 1, 1999.
VOTING AND SOLICITATION OF PROXIES
Use of Proxies at the Annual Meeting
Proxies in the accompanying form, if properly executed, received by the
Company prior to the Annual Meeting and not revoked prior to the use thereof,
will be voted at the Annual Meeting as instructed thereon. Executed proxies with
no instructions indicated thereon will be voted FOR the election of two
directors, as set forth below under "Election of Directors." The Board of
Directors knows of no matters that are to be presented for consideration at the
Annual Meeting other than those described in this Proxy Statement, but if other
matters are properly presented, it is the intention of the persons designated as
proxies on the enclosed proxy card to vote as proxies with respect to such
matters in accordance with their judgment.
Revocation of Proxies
A proxy may be revoked at any time prior to the use of such proxy in
voting. Any shareholder may revoke a proxy delivered pursuant to this
solicitation by delivery of written notice to the Secretary of the Company, by
submission of a later-dated proxy, or by voting in person at the Annual Meeting.
<PAGE>
Record Date; Shareholders Entitled to Vote at Annual Meeting
Holders of record of the Company's Common Stock at the close of business
on March 1, 1999 (the "Record Date") are entitled to notice of and to vote on
each proposal submitted to the shareholders at the Annual Meeting and any
postponements or adjournments thereof.
Each share of Common Stock is entitled to one vote. As of the Record Date,
2,292,430 shares of Common Stock were outstanding.
Quorum; Adjournment; Vote Required for Approval
Holders of the Common Stock are entitled to vote on the proposal being
submitted to the shareholders at the Annual Meeting. Holders of shares of the
Common Stock, present in person or by proxy, representing a majority of the
votes entitled to be cast constitute a quorum at the Annual Meeting for action
on all proposals.
Abstentions are included in the calculation of the number of votes
represented at the Annual Meeting for purposes of determining whether a quorum
has been achieved. In the event there are not sufficient votes for a quorum, the
Annual Meeting may be adjourned from time to time until a quorum is obtained.
Under applicable Florida law, the directors nominated for election to the
Board, as described under the caption "Election of Directors," must each be
elected by the affirmative vote of a plurality of the votes cast by the shares
entitled to vote at the Annual Meeting. Votes withheld for one or more nominees
for director will not be considered affirmative votes for this purpose.
Solicitation
The Company will bear the cost of solicitation of proxies. In addition to
the use of the U.S. mail, directors, officers and regular employees of the
Company may solicit proxies personally or by telephone, facsimile or telegram.
Such persons will receive no additional compensation. The Company will reimburse
custodians, brokerage houses, nominees and other fiduciaries for their
reasonable expenses in sending the proxy materials to their principals.
A copy of the Company's Annual Report, including consolidated financial
statements for the fiscal year ended December 31, 1998, has been mailed to
shareholders with this Proxy Statement.
2
<PAGE>
PROPOSAL ONE: ELECTION OF DIRECTORS
The By-Laws of the Company provide that the Board of Directors shall
consist of not less than five nor more than twelve members, such number within
the foregoing parameters to be set by the Board of Directors. The By-Laws
further provide that the Board of Directors shall be divided into three (3)
classes of directors of as nearly equal numbers as possible, designated Class I,
Class II and Class III, respectively, serving staggered three-year terms, with
the term of a class expiring at each annual meeting of shareholders. At the
present time, the Board of Directors consists of seven members, of which the
terms of the two Class II members expire in 1999.
The terms of directors Steven A. Elias and D. Richard Mead, Jr. expire at
the forthcoming 1999 Annual Meeting. The Board of Directors of the Company as a
nominating committee have selected Messrs. Elias and Mead as nominees for
re-election as directors. Each of the nominees has consented to being named as a
nominee in this Proxy Statement and to serve if elected. Unless directed
otherwise, the persons named as proxies intend to vote for the election of
Messrs. Elias and Mead as directors, each to hold office until the 2002 Annual
Meeting, and until his successor is qualified and elected, or until his earlier
death, removal or resignation. If Mr. Elias or Mr. Mead should be unavailable
for election at the time of the meeting, the persons named as proxies may vote
for another person in their discretion. Management, however, does not anticipate
that either nominee will be unavailable. The following sets forth certain
information regarding each nominee as well as the other directors whose terms of
office will continue after the 1999 Annual Meeting. All of the directors of the
Company are also directors of Pointe Bank (the "Bank").
Nominees for Director
- ---------------------
Term will
Name Position Age Expire
---- -------- --- ------
Steven A. Elias Director 52 1999
D. Richard Mead, Jr. Director 68 1999
3
<PAGE>
Directors Whose Terms Will Continue
- -----------------------------------
<TABLE>
<CAPTION>
Term will
Name Position Age Expire
---- -------- --- ------
<S> <C> <C> <C>
Roberto Kassin Chairman of the Company, Director 48 2000
of the Company and the Bank
Timothy McGinn Vice Chairman of the Company and the Bank, 50 2000
Director of the Company and the Bank
R. Carl Palmer, Jr. Director, President and Chief Executive Officer 58 2000
of the Company and the Bank
Morris Massry Director of the Company and the Bank, 69 2001
Chairman of the Bank
Parker D. Thomson Director of the Company and the Bank 66 2001
</TABLE>
Steven A. Elias. Mr. Elias has been president of Steven Allan Elias &
Associates, Inc., registered real estate brokers, since 1976. He has extensive
knowledge of real estate in Miami- Dade, Broward and Palm Beach Counties. Prior
to forming his company, Mr. Elias was a manufacturer's representative for three
and one half years. Mr. Elias graduated from the University of Miami in 1968,
after which he joined the U. S. Coast Guard. He has been a resident of South
Florida since 1953.
D. Richard Mead, Jr. Mr. Mead retired from Southeast Banking Corporation
as a Senior Vice President and manager of the Commercial Real Estate Division in
1991. From 1976 to 1991 he was also President & CEO of Southeast Mortgage
Company. Prior to joining Southeast Bank, he was an officer of D. R. Mead & Co.,
a commercial mortgage banking firm, which was sold to Southeast Banking
Corporation in 1970. Mr. Mead received his undergraduate degree from Duke
University in 1950 and a graduate degree from Harvard Business School in 1954.
He is currently a director and Chairman of the Audit Committee of Consolidated
Paper Company. Mr. Mead resides in Miami-Dade County.
Roberto Kassin. Mr. Kassin has been Chairman of the Board of the Company
and a director of the Bank since 1994. He was a director of Pointe Federal in
1986 and Chairman in 1993. He has been President of American Land Management
Group, Inc. since 1986 and President of Foreign Financial Investment, Inc. since
1979. Mr. Kassin is President of the Greater Miami Jewish Federation-Latin
Division, Acting President of Aish H'Torah, and director of the Michael-Ann
Russell Jewish Community Center. Mr. Kassin is a resident of Miami-Dade County.
Timothy McGinn. Mr. McGinn became a director of the Company in 1994. He
has been a director and Chairman of McGinn, Smith & Co., Inc., investment
bankers and brokers, since 1980. Mr. McGinn serves as director and Chairman of
Health Enterprises Management, Inc. and
4
<PAGE>
director of Same Day Surgery, Inc. Mr. McGinn resides in Albany, New York and
has a home in Palm Beach County.
R. Carl Palmer, Jr. Mr. Palmer joined the Company and Bank in 1995 as
Chief Executive Officer, President and director. He began his banking career at
Chemical Bank in New York in 1964. In 1979, he moved to South Florida as an
Executive Vice President for Southeast Banking Corporation. From 1988 to 1991,
he was President, Chief Operating Officer and director of Naples Federal Savings
& Loan and NAFCO Financial Corporation. He became a Senior Associate with Martin
W. Taplin & Associates, Inc., a real estate investment firm, in 1991. Mr. Palmer
received an A.B. from Dartmouth College in 1962, an M.B.A. from Amos Tuck School
in 1963 and his J.D. from New York Law School in 1969. Mr. Palmer resides in
Palm Beach County.
Morris Massry. Mr. Massry has been a director of the Company since
1994. He became a director of Flamingo Bank (now Pointe Bank) in 1988 and
Chairman of the Board in 1989. Mr. Massry has been a partner in the real estate
investment firm of Albert, Kirsch, Massry & Massry, in Albany, New York, since
1964. Mr. Massry serves as Vice Chairman of the State University Foundation, a
director and former Chairman of the Center for the Disabled, a director and
former Chairman of The United Way, and a trustee of Regents College, all in
Albany, New York. Mr. Massry resides part of the year in Albany, New York and
part of the year in Miami-Dade County.
Parker D. Thomson. Mr. Thomson is the Senior Partner of Thomson Muraro
Razook & Hart, P. A., a law firm in Miami-Dade County. He was admitted to the
Florida bar in 1961 and is a member of the bar of several federal courts
including the United States Supreme Court. He is a Special Assistant Attorney
General for the State of Florida and was a member of the Florida Taxation and
Budget Reform Commission. Mr. Thomson was Chairman of the Advocacy Center for
Persons with Disabilities, Inc. from 1979 through 1997 and has also been a
member of the American Bar Association Commission on Mental and Physical
Disability Law. From 1989 to the present, Mr. Thomson has been President of the
Dade County Performing Arts Center Trust. Mr. Thomson received an undergraduate
degree from Princeton University and an LL.B. from Harvard University. He
resides in Miami-Dade County.
Directors are elected for three year terms, classified into Classes I,
II, and III. Messrs. Elias and Mead are Class II Directors with terms of office
expiring on the date of the Company's annual meeting of shareholders in 1999;
Messrs. Kassin, McGinn and Palmer are Class III Directors with terms of office
expiring on the date of the Company's annual meeting of shareholders in 2000;
and Messrs. Massry and Thomson are Class I Directors with terms expiring on the
date of the Company's annual meeting of shareholders in 2001. Each officer of
the Company is elected by the Board of Directors and holds office until his
successor is duly elected and qualified or until his or her earlier death,
resignation or removal.
5
<PAGE>
Committees and Meetings of the Board of Directors
During the 1998 fiscal year, Timothy McGinn, Roberto Kassin, Morris
Massry and R. Carl Palmer, Jr. acted as the Executive Committee of the Company's
Board and as the Executive Committee of the Bank's Board. The Executive
Committee is authorized to exercise the powers of the Board of Directors between
regular meetings of the Board, including the power to formulate plans, policies
and programs for the management, operation and development of the Company and
the Bank. During 1998, the Company's and the Bank's Executive Committee met as
required.
All members of the Company's Board of Directors served as the
Nominating Committee for 1998. The Nominating Committee selects nominees for
election as directors of the Company and the Bank. The Committee met as required
as a part of the regular Board meetings of the Company and the Bank.
The Company's and the Bank's Audit Committee for 1998 was composed of
D. Richard Mead, Jr., Steven A. Elias, Timothy McGinn and Parker Thomson. The
Audit Committee reviews the financial condition, operations and records of the
Company and the Bank. They also review with management and the independent
auditors the systems of internal control and compliance with banking
regulations. The Committee had 2 formal meetings in 1998.
All non-management members of the Company's Board, Roberto Kassin,
Morris Massry, Timothy McGinn, Steven A. Elias, D. Richard Mead, Jr. and Parker
Thomson, served as members of the Compensation Committee of the Company and the
Bank in 1998. During 1998, the Compensation Committee was responsible for
approving the salary and stock options for R. Carl Palmer, Jr., who served as
President and Chief Executive Officer during 1998 and the salary and stock
options for the three other most senior officers. The Committee met as required
as a part of the regular Board meetings of the Company and the Bank.
The Company's Board of Directors and Pointe Bank's Board of Directors
each held 10 meetings during 1998. Each current director nominated for
reelection and each continuing director attended at least 75% of all meetings of
the Company's Board and at least 75% of all meetings of the Bank's Board during
the period in which the director was a member. Each director attended at least
75% of the total number of meetings held by all committees on which he served.
Compensation of Directors
Directors who are also employees of the Company and the Bank do not
receive compensation for service on the respective Boards. Directors who are not
employees of the Company or the Bank receive annual retainers of $6,000 for
serving on the Board of Directors of each of the Company and the Bank. In April
1998, the Company changed the fiscal year for compensation of the Board of
Directors of the Company and the Bank from a calendar year to a year beginning
April 1 and ending March 31. During the first quarter of 1998, the Chairman of
the Board of the Company received a stipend at an annual rate of $10,000, and
the Chairman of
6
<PAGE>
the Board of the Bank received a stipend at an annual rate of $5,000. Beginning
in April 1998, the Chairman of the Board of the Company receives an annual
stipend of $15,000 and the Chairman of the Board of the Bank receives an annual
stipend of $7,500. In addition, committee chairmen receive annual retainers of
$3,000. Directors may elect to receive their retainers and stipends in the form
of cash or newly issued shares of common stock and may elect to defer portions
of these retainers under the Company's deferred compensation plan. The election
is made immediately after the Annual Meeting of Shareholders for the coming
year's service. In addition, each non-employee director receives an annual stock
option award and cash fees of $100 per board meeting and $200 per committee
meeting for each board and committee meeting attended.
The Company's deferred compensation plan for directors was adopted by
the Board in 1998. The plan permits the directors to receive common stock of the
Company in lieu of cash as payment of their annual retainer fee for being
directors and provides the directors the opportunity to defer portions of these
retainers. The total number of shares available under this plan is 22,500. For
the year ended December 31, 1998, a total of 6,924 shares of Common Stock was
paid to Directors in lieu of cash retainers and stipends of $106,456.
In addition, total cash payments principally for meeting fees for 1998
were $18,712, and the Company granted non-employee directors stock options to
purchase 9,351 shares at $15.375 per share, which was the fair market value per
share at the time of grant. In 1998 certain directors also received a total of
1,595 shares of common stock in payment for director fees totaling $23,821 that
were accrued at December 31, 1997.
7
<PAGE>
EXECUTIVE COMPENSATION
Summary of Compensation
The following table provides certain summary information regarding
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and President (the "named executive officer"). No other
executive officer received compensation for the fiscal year ended December 31,
1998 which exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
--------------------------
Annual Long Term
Compensation(a) Compensation Awards
--------------- -------------------
Securities
Name and Principal Underlying All Other
Position Year Salary Options/SARs (#) (b) Compensation (c)
-------- ---- ------ -------------------- ----------------
<S> <C> <C> <C> <C>
R. Carl Palmer, Jr. 1998 $ 202,000 20,250 $ 2,500
Chief Executive Officer 1997 $ 202,000 19,500 $ 2,375
and President 1996 $ 202,000 30,000 $ 1,775
</TABLE>
(a) No bonuses were paid to the named executive officer during the fiscal
years shown. Amounts expended for perquisites and other personal
benefits for the named executive officer did not in the aggregate
exceed the lesser of $50,000 or 10% of the salary reported for the
executive name above, and no other annual compensation was paid to the
named executive officer.
(b) All information relates to option grants; no grants of SARs have been
made by the Company.
(c) All Other Compensation consists of the Company's contributions to the
Company's 401(k) Plan for the benefit of the named executive officer.
8
<PAGE>
Stock Option Grants
The following table sets forth certain information concerning the grant
of stock options to the named executive officer during the fiscal year ended
December 31, 1998.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR(a)
Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Individual Grants Appreciation for Option Term
------------------------------------------------------------ ----------------------------
% of Total
No. of Securities Options
Underlying Granted Exercise
Options to Employees Price Expiration
Name Granted (#)(a) in Fiscal Year ($/Share) Date 5%($) 10%($)
- ----------------- --------------- ------------------------ ------------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
R. Carl Palmer, Jr. 20,250(b) 30.6% $ 10.03 03/02/2003 $56,093 $123,930
</TABLE>
(a) The Company has not granted any SARs.
(b) On March 2, 1998, the named executive officer was granted an option to
purchase 20,250 shares of Common Stock under the Company's 1994
Non-Statutory Stock Option Plan. The option has a term of five years.
The vesting schedule gives credit for prior years service so that at
the date of grant, 12,150 shares or 60% were vested. On March 2, 1999,
16,200 shares will be vested and on March 2, 2000, all of the 20,250
shares will be vested. The option vests immediately upon a change in
control of the Company. The option terminates upon the termination of
the named executive officer's termination of employment with the
Company, but may be exercised for a period of one year after
termination of employment for retirement, disability or death. The
exercise price of the option is the fair market value per share of the
common stock on the date of grant, which was prior to the Company's
initial public offering, and was equal to the book value of the Common
Stock.
9
<PAGE>
Stock Option Exercises and Fiscal Year-End Values
The following table provides information about stock options exercised
by the named executive officer during the fiscal year ended December 31, 1998,
including the value realized upon exercise. In addition, this table describes
the number of unexercised options and the value of unexercised in-the-money
options at the end of the 1998 fiscal year.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal-Year-End Option/SAR Values
Value of
Number of Securities Unexercised in-the-
Shares Underlying Unexercised Money Options at
Acquired on Value Options at Fiscal Year-End(a) Fiscal Year-End(b)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ------------ ------------ ------------------------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
R. Carl Palmer, Jr. 0 $ 0 53,850/15,900 $12,294/$8,196
</TABLE>
(a) The Company has not granted any SARs.
(b) The value of unexercised in-the-money options was calculated based on
the difference between the market value per share at December 31, 1998
($10.31) and the exercise price of the options.
Compensatory Contracts and Arrangements
The Company does not have any compensatory contracts or arrangements
regarding resignation, retirement or termination of the named executive officer
or a change-in-control of the Company.
Compensation Committee Interlocks and Insider Participation
During the 1998 fiscal year, the non-management members of the Board of
Directors acted as the Company's Compensation Committee. See "Certain
Relationships and Related Transactions," below, for information regarding
transactions between the Company and Board members or their affiliates.
Certain Relationships and Related Transactions
Certain directors and executive officers of the Company and the Bank,
as well as certain members of their families and certain business entities with
which they or their families are affiliated, are borrowers from the Bank. All
such loans were made in the ordinary course of business, did not involve more
than the normal risk of collection or present other unfavorable features, and
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable transactions
with unaffiliated persons. All loans to directors and executive officers must be
approved by the Board of Directors of the Bank.
10
<PAGE>
In June 1998, the Company completed its initial public offering of
869,565 shares of its Common Stock. Mr. Timothy McGinn, a director of the
Company, is the Chairman of the Board of McGinn, Smith & Co., Inc. which was a
co-underwriter of the transaction. Fees paid to McGinn, Smith & Co., Inc. in
1998 were $309,479.
Report on Executive Compensation
During the 1998 fiscal year, the non-management members of the Board of
Directors (for the purposes of this report, the "Board") performed the
responsibility of reviewing, recommending and approving executive officers'
compensation.
The Company's executive compensation program is designed to provide
executives with an annual salary which is competitive in the industry and to
grant stock options which serve as incentive compensation. The Company believes
that in order to attract and retain talented executives and to motivate them to
achieve the Company's goals, compensation should be comparable to that paid by
similar organizations in the industry for executives with similar responsibility
and positions and should motivate executives to achieve the Company's goals for
performance and profitability. The Board refers to various industry compensation
surveys for assistance in setting appropriate compensation levels.
Based on this policy, R. Carl Palmer, Jr.'s compensation for fiscal
year 1998 consisted of his annual base salary, an award of stock options and the
Company's contribution to Mr. Palmer's 401(k) Plan. The Board of Directors did
not increase Mr. Palmer's base salary during 1998. This action supported the
philosophy of containing expenses and placing more emphasis on long-term
incentives. The level of Mr. Palmer's compensation was based on the Company's
overall profitability and the performance of the Bank's core business. The
Company returned to profitability in 1997 and reported improved earnings in
1998. By focusing on the Company's strategic plan and recruiting a strong
management team, Mr. Palmer was instrumental in improving the profitability of
the Company.
Stock options are periodically granted by the Company to some or all of
its executive officers as a means of creating a long term incentive; therefore,
no benefit accrues to the executives from the stock option until the market
value of the Company's Common Stock appreciates. This mechanism provides
executives with a long term goal and incentive to enhance equity value of the
Bank which coincides with the interests of the shareholders. The Board granted a
total of 20,250 stock options to Mr. Palmer in 1998 in recognition of his
individual performance and his impact on the Bank's financial results.
Respectfully submitted,
COMPENSATION COMMITTEE
Steven A. Elias
Roberto Kassin
Morris Massry
Timothy M. McGinn
D. Richard Mead, Jr.
Parker D. Thomson
11
<PAGE>
PERFORMANCE GRAPH
The following graph presents a comparison of the cumulative total
stockholder return on the Company's Common Stock with the NASDAQ Index and the
PNTE Peer Group consisting of all publicly traded banks in the Southeast region
of the United States with assets of $500 million or less. Total return was
calculated by assuming $100 was invested on June 12, 1998, at the close of
business and there were no dividends reinvested. The stock price performance
shown below is not necessarily indicative of future price performance.
POINTE FINANCIAL CORPORATION
TOTAL RETURN PERFORMANCE
[GRAPH OMITTED]
Period Ending
-----------------------------------------------
Index 6/12/98 6/30/98 9/30/98 12/31/98
- --------------------------------------------------------------------------------
Pointe Financial Corporation 100.00 97.58 74.19 66.53
NASDAQ - Total US 100.00 109.01 98.69 127.28
PNTE Peer Group* 100.00 99.66 86.50 86.68
*PNTE Peer Group consists of all publicly traded banks in the Southeast region
with assets less than $500 million.
Source:
SNL Securities
Charlottesville, VA
12
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the
Company's Common Stock as of March 1, 1999, by (i) each director of the Company;
(ii) each executive officer of the Company; (iii) all directors and executive
officers as a group; and (iv) each person known to the Company to be the
beneficial owner of more than 5% of the outstanding shares of the Company's
Common Stock.
<TABLE>
<CAPTION>
Name and Address of Shares Beneficially
Beneficial Owner Owned(1)
---------------- Number Percent
------ -------
Directors and Executive Officers
- --------------------------------
<S> <C> <C>
Roberto Kassin (2) 276,897 11.99%
21471 Highland Lakes Boulevard
North Miami, FL 33179
Morris Massry (3) 218,694 9.50%
Executive Park North
Stuyvesant Plaza
Albany, NY 12203
R. Carl Palmer, Jr. (4) 85,150 3.60%
741 Azalea Street
Boca Raton, FL 33486
Timothy McGinn (5) 52,562 2.29%
15 Marion Avenue
Albany, NY 12203
Beverly P. Chambers (6) 21,048 0.91%
2633 Oakbrook Drive
Ft. Lauderdale, FL 33332
Bradley R. Meredith (7) 23,015 1.00%
2302 N.W. 25th Way
Boca Raton, FL 33434
Dennis Reed (8) 20,321 0.88%
2015 Timberline Drive
Naples, FL 34109
D. Richard Mead Jr. (9) 11,975 0.52%
4990 S.W. 72nd Street
Unit 105
Miami, FL 33155
Parker D. Thomson (10) 10,280 0.45%
1 S.E. 3rd Avenue
Miami, FL 33131
Steven A. Elias (11) 6,780 0.30%
115 N.W. 167th Street, #300
North Miami Beach, FL 33169
All directors and executive officers, 726,722 31.70%
as a group (12)
Other 5% Owners
Franklin Mutual Advisers, Inc. (13) 122,500 5.34%
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
</TABLE>
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(1) The nature of reported beneficial ownership, as such term is defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended, is
sole voting and investment power unless otherwise indicated. Common
Stock ownership of the persons listed reflects, as indicated, shares of
the Company's Common Stock that would be issued upon the exercise of
options granted to such persons to acquire such Common Stock.
(2) Reflects 168,918 shares held jointly by Roberto Kassin and his wife;
15,624 shares held by Foreign Financial Investment, Inc., of which Mr.
Kassin is president; 10,416 shares held by the Kassin Trust of which
Mr. Kassin is trustee; 65,208 shares held by a trust for the benefit of
Mr. Kassin's father-in-law, Leon Papu, the co-trustees of which are Mr.
Kassin and his wife and 16,731 shares that may be acquired by Mr.
Kassin upon the exercise of stock options.
(3) Reflects 147,005 shares held by Mr. Massry; 62,969 shares owned by KAM,
Inc., controlled by Mr. Massry; and 8,720 shares that may be acquired
by Mr. Massry upon exercise of his options. Does not include 10,680
shares owned or controlled by Mr. Massry's family members.
(4) Reflects 13,400 shares held individually by Mr. Palmer; 2,000 shares
held individually by Mr. Palmer's mother-in-law and 69,750 shares that
may be acquired by Mr. Palmer upon the exercise of his options.
(5) Reflects 21,729 shares held individually by Mr. McGinn; 445 shares held
jointly by Timothy McGinn and his wife; 21,420 shares held by McGinn,
Smith and Co., Inc.; 1,277 shares held by Kathleen McGinn;1,000 shares
held by Matthew McGinn and 6,691 shares that may be acquired by Mr.
McGinn upon the exercise of his options.
(6) Reflects 1,698 shares held individually by Ms. Chambers and 19,350
shares that may be acquired by Ms. Chambers upon the exercise of her
options.
(7) Reflects 2,515 shares held individually by Mr. Meredith; 4,000 shares
held jointly by Mr. Meredith and his wife and 16,500 shares that may be
acquired by Mr. Meredith upon the exercise of his options.
(8) Reflects 574 shares held individually by Mr. Reed; 4,747 shares held
individually by Mr. Reed's wife and 15,000 shares that may be acquired
by Mr. Reed upon the exercise of his options.
(9) Reflects 10,975 shares held individually by Mr. Mead and 1,000 shares
that may be acquired by Mr. Mead upon the exercise of his options.
(10) Reflects 9,280 shares held individually by Mr. Thomson and 1,000 shares
that may be acquired by Mr. Thomson upon the exercise of his options.
(11) Reflects 780 shares held individually by Mr. Elias; 5,000 shares held
by the Steven A. Elias Family Trust of which Mr. Elias is trustee and
1,000 shares that may be acquired by Mr. Elias upon exercise of his
options.
(12) Includes an aggregate of 155,742 shares that may be acquired by the
group upon the exercise of options.
(13) Reflects securities owned by one or more open-end investment companies
or other managed accounts which, pursuant to advisory contracts, are
advised by Franklin Mutual Advisers, Inc. ("FMAI"), a direct subsidiary
of Franklin Resources, Inc. ("FRI"). Such advisory contracts grant to
FMAI all investment and voting power over the securities owned by such
advisory clients. Therefore, FMAI may be deemed to be, for purposes of
Rule 13d-3 under the Securities Exchange Act of 1934, the beneficial
owner of the securities.
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Legal Proceedings
The Company and the Bank are parties to various legal proceedings in
the ordinary course of business. Management does not believe that there is any
pending or threatened proceeding against the Company and the Bank which, if
determined adversely, would have a material adverse effect on the business,
results of operations, or financial position of the Company or the Bank.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers, directors and persons
who own more than 10% of a registered class of the Company's equity securities
to file initial reports of ownership and reports of changes in ownership of the
Company's equity securities with the Securities and Exchange Commission (the
"Commission") and the National Association of Securities Dealers, Inc. Executive
officers, directors and 10% stockholders are required by regulation to furnish
the Company with copies of all such Section 16(a) filings made. The Company
believes that, during the fiscal year ended December 31, 1998, its officers,
directors and holders of more than 10% of the Company's Class A Common complied
with all applicable Section 16(a) filing requirements, except that the initial
Form 3 reports for the Company's directors and executive officers were filed a
short time after the effective date of the Company's registration statement for
its initial public offering and Form 4 reports for Timothy McGinn were filed a
few days late for the months of September and October.
Independent Auditors
The Audit Committee recommended and the Board of Directors approved the
selection of the accounting firm of Hacker, Johnson, Cohen & Grieb PA to audit
the Company's financial statements for the 1999 fiscal year. Hacker, Johnson,
Cohen & Grieb PA audited the Company's financial statements for the 1998 fiscal
year. Representatives of Hacker, Johnson, Cohen & Grieb PA are expected to be
present at the Annual Meeting and will have an opportunity to make a statement
if they desire to do so and to respond to appropriate questions from
shareholders.
Shareholder Proposals
Proposals of shareholders intended to be presented at the Company's
2000 annual meeting of shareholders of the Company must be in writing and be
received by the Secretary of the Company at 21845 Powerline Road, Boca Raton,
Florida 33433, no later than December 2, 1999 for the proposals to be considered
for inclusion in the Company's proxy statement and proxy relating to such
meeting, subject to applicable rules and regulations. In addition, the Company's
Bylaws provide that any new business to be taken up at any shareholders' meeting
shall be stated in writing and filed with the Secretary of the Company at least
five days before the date of such meeting, and all business so stated, proposed
and filed shall be considered at such meeting, but
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no other proposal shall be acted upon at such meeting unless holders of in
excess of 10% of the outstanding capital stock of the Company, present at such
meeting in person or by proxy, approve a resolution to the effect that such new
business shall be considered at the meeting.
Other Matters
As of the date of this Proxy Statement, management knows of no business to be
presented at the meeting other than that described above. If, however, some
other matter should be properly presented, it is intended that the enclosed
proxy will be voted in accordance with the judgment of the persons named as
proxies.
By Order of the Board of Directors
/s/ Roberto Kassin
------------------
Roberto Kassin
Chairman of the Board
Boca Raton, Florida
March 19, 1999
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APPENDIX I
POINTE FINANCIAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Directors Roberto Kassin and R. Carl
Palmer, Jr. or any one of them with full power of substitution, proxies to vote
at the Annual Meeting of Shareholders of Pointe Financial Corporation (the
"Company") to be held on April 16, 1999 at 10 AM, local time, and at any
adjournment thereof, hereby revoking any proxies heretofore given, to vote all
shares of Common Stock of the Company held or owned by the undersigned as
directed on the reverse side of this proxy card, and in their discretion upon
such other matters as may come before the meeting.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(To be signed on Reverse Side) SEE REVERSE
SIDE
|X| Please mark your
votes as in this example.
1. Election of Directors
Nominees: Class II For Against
Steven A. Elias |_| |_|
D. Richard Mead, Jr. |_| |_|
To withhold authority to vote for any
Nominee, write full name of nominee on the
line below:_________________________________________________
____________________________________________________________
____________________________________________________________
Please mark, sign, date and return this Proxy card promptly, using the enclosed
envelope.
Please place an "x" ________ if you plan to attend the Annual Meeting of
Shareholders.
This Proxy is revocable and when properly executed will be voted in the manner
directed by the undersigned shareholder, UNLESS CONTRARY DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED "FOR" THE PROPOSALS.
Signature_______________________ Date_______________ Signature________________________________ Date__________
Signature if held jointly
Note: Please sign exactly as your name(s) appears hereon. When signing in a
representative capacity, please give title.
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