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 "240.14a-11(c) or "240.14a-12
POINTE FINANCIAL CORPORATION
----------------------------
(Name of Registrant as Specified in Its Articles of Incorporation)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[ 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:
<PAGE>
[POINTE FINANCIAL CORPORATION LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FOR FRIDAY, APRIL 28, 2000
NOTICE IS HEREBY GIVEN that the 2000 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 28, 2000, at 10 A.M., for the following purposes:
(1) To elect three Class III directors to serve until 2003; and
(2) To amend the 1998 Directors Deferred Compensation Plan to
increase the number of shares authorized thereunder to 122,500
and
(3) 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 15, 2000 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 8, 2000
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 28, 2000 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 28, 2000, 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 March 27, 2000.
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 (1) For each of the nominees
named herein as directors, or their respective substitutes as may be appointed
by the Board of Directors, and (2) For approval of the amendment to the 1998
Director Deferred Compensation Plan. 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 15, 2000 (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,
2,013,018 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 deemed affirmative votes for this purpose.
Under applicable Florida law, to be approved, Proposal Two must receive
the affirmative vote of a majority of the shares entitled to vote at the Annual
Meeting.
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, 1999, has been mailed to
shareholders with this Proxy Statement.
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<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 three Class III members expire in 2000.
The terms of directors Roberto Kassin, Timothy McGinn and R. Carl Palmer,
Jr. expire at the forthcoming 2000 Annual Meeting. The Board of Directors of the
Company as a nominating committee have selected Messrs. Kassin, McGinn and
Palmer 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. Kassin, McGinn and Palmer as directors, each to hold
office until the 2003 Annual Meeting, and until his successor is qualified and
elected, or until his earlier death, removal or resignation. If Mr. Kassin, Mr.
McGinn or Mr. Palmer 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 any of the nominees
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 2000 Annual Meeting. All of the directors of the Company are also directors
of Pointe Bank (the "Bank").
Nominees for Director
<TABLE>
<CAPTION>
Term will
Name Position Age Expire
- ---- -------- --- ------
<S> <C> <C> <C>
Roberto Kassin Director 49 2000
Timothy McGinn Director 51 2000
R. Carl Palmer, Jr. Director 59 2000
Directors Whose Terms Will Continue
- -----------------------------------
Term will
Name Position Age Expire
- ------------------ -------- ----- ------
Morris Massry Director, 70 2001
Chairman of the Bank
Parker D. Thomson Director 66 2001
Steven A. Elias Director, 53 2002
Vice-Chairman of the Bank
D. Richard Mead, Jr. Director 69 2002
</TABLE>
3
<PAGE>
Steven A. Elias. Mr. Elias has been president of Steven Allan Elias &
Associates, Inc., registered real estate brokers, since 1976. He is a director
of Parrot River Trading. He has extensive knowledge of real estate in
Miami-Dade, Broward and Palm Beach counties. 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 1952 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 a director of Same Day Surgery, Inc. Mr.
McGinn also serves as the Vice Chairman of the New York Racing Association.
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. During his tenure at
that bank with $17 billion in assets, he had responsibilities for business
development, business banking and community banking. From 1988 to 1991, he was
President, Chief Operating Officer and director of BancFlorida in Naples,
Florida. He became a Senior Associate with Martin W. Taplin & Associates, Inc.,
a real estate investment firm, in 1991. Mr. Palmer received a B.A. from
Dartmouth College in 1962, an M.B.A. from Amos Tuck School in 1963 and a 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 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 a
Vice President and director of the State University
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<PAGE>
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 Regent 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, and has been a partner in
such firm for more than five years. He was admitted to the Florida bar in 1961
and is a member of the bar of several state and federal courts, including the
United States Supreme Court. He is a special Assistant Attorney General for the
State of Florida and a member of the Florida Taxation and Budget Reform
Commission. Mr. Thomson is Chairman of the Performing Arts Center Trust of
Miami-Dade County which is charged with construction of a $200 million plus
performing arts facility. 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. Massry and Thomson are Class I Directors with terms expiring on
the date of the Company's annual meeting of shareholders in 2001; 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 2002; 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. 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.
Committees and Meetings of the Board of Directors
During the 1999 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 committee chairman is
Mr. Timothy McGinn. 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 1999, 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 1999. 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 1999 was composed of D.
Richard Mead, Jr., Steven A. Elias, Timothy McGinn and Parker Thomson. The
committee Chairman was D. Richard Mead, Jr. The Audit Committee reviews the
financial condition, operations and records of the Company and the Bank. They
also review with management and the independent
5
<PAGE>
auditors the systems of internal control and compliance with banking
regulations. The Committee had three formal meetings in 1999.
Messrs. Steven A. Elias, Morris Massry, Timothy McGinn, D. Richard Mead,
Jr. and Parker Thomson, all non-management members of the Company's Board,
served as members of the Compensation Committee of the Company and the Bank in
1999. Mr. Parker Thomson serves as the committee Chairman. During 1999, 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 1999 and the salary and stock options for the two other most
senior officers. The Committee had three formal meetings during 1999.
The Company's Board of Directors and Pointe Bank's Board of Directors
each held 10 meetings during 1999. Each current director nominated for
reelection and each continuing director attended at least 90% of all meetings of
the Company's Board and at least 90% 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. The
fiscal year for compensation of the Board of Directors of the Company and the
Bank begins on April 1 and ends March 31. 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 years ended December 31, 1999 and 1998, a total of 11,228 and 6,924 shares
respectively were paid in lieu of cash of $109,473 and $106,456 respectively to
the directors.
6
<PAGE>
In addition, total cash payments for meeting fees for 1999 were
$32,600, and the Company granted non-employee directors stock options to
purchase 6,000 shares at $9.75 per share, which was the fair market value per
share at the time of grant.
PROPOSAL TWO: AMENDMENT OF 1998
DIRECTORS DEFERRED COMPENSATION PLAN
The 1998 Pointe Financial Corporation Directors Deferred Compensation
Plan (the "Directors Plan") authorizes the Company to award shares of its Common
Stock to Directors of the Company and the Bank, in lieu of cash, as payment for
annual retainers for their service as Directors of the Company or the Bank.
Plan Summary
Eligible Directors. Directors of the Company or the Bank who are not
employees of the Company or the Bank may elect to receive their annual retainers
for service as a Director in the form of Common Stock.
Eligible Compensation. Compensation eligible for disbursement under the
Directors Plan ("Eligible Compensation") includes annual retainers for service
on the Board of Directors of the Company or the Bank or any Committee thereof.
Eligible Compensation does not include fees for attendance at meetings or
reimbursement of expenses associated therewith.
Determination of Stock Awards. As of the date that any Eligible
Compensation becomes due to a Director (the "Determination Date"), such Director
may elect to receive the compensation in the form of Common Stock. The amount of
Common Stock to be issued by the Company will be equal to the amount of Eligible
Compensation divided by the closing price of the Common Stock on the
Determination Date.
Deferral of Eligible Compensation. A Director may elect, on a form
prescribed by the President of the Company, to defer any Eligible Compensation.
Such election must be made before the Annual Meeting of Shareholders for the
year in which the election is made. Deferred compensation will be held in a
Stock Unit Account to be maintained for each Director until distributed in
accordance with the Directors Plan.
Authorized Shares. As of the date of this proxy Statement, there was a
total of 22,500 shares of Common Stock authorized for issuance under the
Directors Plan, of which 20,678 have been issued.
Purpose and Effect of Amendment
The Board of Directors of the Company and the Bank believe that it is
in the best interest of the Company to align the compensation of nonemployee
Directors with the performance of the
7
<PAGE>
Company. Approval of Proposal Two would authorize the Company to issue an
additional 100,000 shares of Common Stock under the Directors Plan (a total of
122,500).
The following table shows the benefits which are expected to be conferred under
the amended plan in the fiscal year ending December 2000 to (i) each of the
named executives; (ii) the executive officers as a group; (iii) all
non-executive directors as a group; (iv) all non-executive officer employees as
a group.
New Benefit Plan
1998 Amended Director Deferred Compensation Plan
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name Dollar Value ($) Number of Units
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
R. Carl Palmer, Jr. 0 0
Beverly P. Chambers 0 0
Bradley R. Meredith 0 0
Executive Group 0 0
Non-Executive Directors Group $109,473(1) (2)
Non-Executive Officer Employee Group 0 0
</TABLE>
(1) To be paid in the form of common stock based on amounts paid in fiscal year
ended December 31, 1999.
(2) Will vary depending on the most recent closing price of common stock as of
the date the benefits are paid.
8
<PAGE>
EXECUTIVE COMPENSATION
Summary of Compensation
The following table shows all compensation paid to the Company's Chief
Executive Officer and the Company's other two most highly compensated executive
officers who were serving as executive officers at the end of fiscal 1999 for
all services rendered to the Company and its subsidiaries for each of the last
three fiscal years.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Long Term
Compensation Compensation Awards
------------ -------------------
Securities
Name and Principal Underlying All Other
Position Year Salary Bonus Options/SARs (#) (1) Compensation (2)
- ----------------------------------- ---- ------ ----- ------------------- ----------------
<S> <C> <C> <C> <C> <C>
R. Carl Palmer, Jr.
Chief Executive Officer 1999 $221,170 5,606 15,700 $ 9,896
and President 1998 202,457 -- 20,250 9,169
1997 202,304 -- 19,500 8,546
Beverly P. Chambers 1999 $111,749 2,900 7,000 $ 8,253
Executive Vice President 1998 88,432 -- 9,450 7,037
1997 93,420 -- 9,900 6,538
Bradley R. Meredith 1999 $ 98,335 3,014 5,850 $ 7,869
Chief Financial Officer 1998 90,182 -- 7,500 2,501
Senior Vice President 1997 48,777 -- 9,000 10,804
Dennis Reed (3) 1999 $106,819 2,700 7,500 $ 7,754
Sr. Vice President 1998 90,207 -- 7,500 6,055
1997 78,826 -- 6,400 4,223
</TABLE>
(1) All information relates to option grants; no grants of SARs have been
made by the Company.
(2) All Other Compensation consists of the Company's contributions to the
Company's 401(k) Plan for the benefit of the named executive officers
and the Company's portion of insurance premiums. Mr. Meredith's 1997
other compensation included a relocation cost paid by the Bank.
(3) Dennis Reed passed away on January 15, 2000.
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<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, 1999.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
Individual Grants
% of Total Potential Realizable
No. of Securities Options Value at Assumed Annual
Underlying Granted Exercise Rates of Stock Price
Options to Employees Price Expiration Appreciation for Option Term
Name Granted (#)(1) in Fiscal Year ($/Share) Date 5%($) 10%($)
- ----------------- --------------- -------------- ---------- ------------ ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
R. Carl Palmer, Jr. 15,700 (2) 31.9% $ 9.75 04/16/2009 $24,128 $ 50,668
Beverly P. Chambers 7,000 (2) 14.2% 9.75 04/16/2009 10,758 22,591
Bradley R. Meredith 5,850 (2) 11.8% 9.75 04/16/2009 8,991 18,879
Dennis Reed (3) 6,400 (2) 13.0% 9.75 04/16/2009 9,836 20,654
</TABLE>
(1) The Company has not granted any SARs.
(2) All options reflected in the table above were granted under the Company's
1998 Incentive Compensation and Stock Award Plan. The options were granted
with an exercise price equal to the Fair Market Value of the Company's
Common Stock on April 16, 1999.
(3) Dennis Reed passed away on January 15, 2000.
10
<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, 1999,
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 1999 fiscal year.
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal-Year-End Option/SAR Values
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised in-the-
Shares Underlying Unexercised Money Options at
Acquired on Value Options at Fiscal Year-End(1) Fiscal Year-End(2)
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
R. Carl Palmer, Jr. 0 $ 0 61,800 23,650 $ 0 $ 0
Beverly P. Chambers 0 0 15,480 10,870 0 0
Bradley R. Meredith 0 0 6,600 15,750 0 0
Dennis Reed (3) 0 0 9,000 12,400 0 0
</TABLE>
(1) The Company has not granted any SARs.
(2) The value of unexercised in-the-money options was calculated based on the
difference between the market value per share at December 31, 1999 ($8.25)
and the exercise price of the options.
(3) Dennis Reed passed away on January 15, 2000.
Compensatory Contracts and Arrangements
As of August 16, 1999 the Company entered into Employment Agreements
with R. Carl Palmer, Jr., Beverly P. Chambers and Bradley R. Meredith. Each
Employment Agreement provides for certain benefits, including severance pay and
the continuation of insurance coverage, for a period of two years upon any of
the following occurring after a change in control of the Company: (i) the
employee's voluntary termination for good reason; or (ii) termination of
employment by the Company other than for cause of disability. The Employment
Agreements provide that "good reason" exists if (i) the employee is assigned
duties and responsibilities inconsistent with his position or status; (ii) the
Company has reduced the employee's salary or failed to increase the same
consistent with performance reviews: (iii) the Company requires the employee to
relocate against his wishes or fails to reimburse the employee for a voluntary
relocation; or (iv) the Company has failed to continue in effect any benefit
plan in which the employee participated before the change in control or takes
action adversely affecting his participation in any such plans. The Employment
Agreements provide that "cause" exists when
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<PAGE>
the employee (i) commits an act constituting a felony or involving fraud or
serious moral turpitude; (ii) willfully refuses, other than for incapacity, to
substantially perform his duties where such refusal causes demonstrable material
injury to the Company; or (iii) willfully engages in gross misconduct materially
injurious to the Company.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors determines the
compensation of the Company's executive officers. No member of the Compensation
Committee is an officer of the Company or Bank.
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.
Report on Executive 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 1999 consisted of his annual base salary, an award of stock options and the
Company's contribution to Mr. Palmer's 401(k) Plan. The Compensation Committee
evaluated the salary of Mr. Palmer on the same criteria used to evaluate the
salaries of other Executive Officers. The level of Mr. Palmer's compensation was
based on the Company's overall profitability and the performance of the Bank's
core business. 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
12
<PAGE>
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 15,700 stock options to Mr.
Palmer in 1999 in recognition of his individual performance and his impact on
the Bank's financial results.
Respectfully submitted,
COMPENSATION COMMITTEE
Steven A. Elias
Morris Massry
Timothy M. McGinn
D. Richard Mead, Jr.
Parker D. Thomson
13
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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.
[Graphics omitted]
Period Ending
-------------
Index 06/12/98 12/31/98 12/31/99
- -------------------------------------------------------------------------------
Pointe Financial Corporation 100.00 66.53 54.02
NASDAQ - Total US 100.00 127.64 230.59
Pointe Financial Peer Group * 100.00 87.24 78.89
*Pointe Financial Peer Group consists of all publicly traded banks in the
Southeast Region with assets <$500 million.
This graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act or the Exchange Act, except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such acts.
14
<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, 2000, 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.
Name and Address of Shares Beneficially
Beneficial Owner Owned(1)
---------------- --------
Number Percent
------ -------
Directors and Executive Officers
- --------------------------------
Roberto Kassin (2) 280,970 13.84%
21471 Highland Lakes Boulevard
North Miami, FL 33179
Morris Massry (3) 230,694 11.41%
Executive Park North
Stuyvesant Plaza
Albany, NY 12203
R. Carl Palmer, Jr. (4) 112,450 5.36%
741 Azalea Street
Boca Raton, FL 33486
Timothy McGinn (5) 61,518 3.04%
15 Marion Avenue
Albany, NY 12203
Beverly P. Chambers (6) 28,048 1.38%
2633 Oakbrook Drive
Ft. Lauderdale, FL 33332
Bradley R. Meredith (7) 28,865 1.42%
2302 N.W. 25 Way
Boca Raton, FL 33434
D. Richard Mead Jr. (8) 14,513 0.72%
4990 S.W. 72 Street
Unit 105
Miami, FL 33155
Parker D. Thomson (9) 12,818 0.64%
1 S.E. 3 Avenue
Miami, FL 33131
Steven A. Elias (10) 9,010 0.45%
115 N.W. 167 Street, #300
North Miami Beach, FL 33169
All directors and executive officers, 778,886 35.59%
as a group (11)
(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
15
<PAGE>
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 3,076 shares held jointly by Roberto Kassin and his wife;
194,956 shares held by the Kassin Family Partnership Ltd., of which Mr.
Kassin and his wife control 100%; 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 17,730 shares that may be
acquired by Mr. Kassin upon the exercise of stock options.
(3) Reflects 158,005 shares held by Mr. Massry; 62,969 shares owned by KAM,
Inc., controlled by Mr. Massry; and 9,720 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 25,000 shares held individually by Mr. Palmer; 2,000 shares
held individually by Mr. Palmer's mother-in-law and 85,450 shares that
may be acquired by Mr. Palmer upon the exercise of his options.
(5) Reflects 17,744 shares held individually by Mr. McGinn; 6,615 shares
held jointly by Timothy McGinn and his wife; 24,489 shares held by
McGinn, Smith and Co., Inc.; 1,237 shares held by McGinn Smith Capital
Holdings; 2,742 shares held by McGinn Smith Incentive Savings Plan;
1,000 shares held by Mr. McGinn as custodian for Matthew McGinn and
7,691 shares that may be acquired by Mr. McGinn upon the exercise of
his options. Does not include 1,500 shares owned or controlled by Mr.
McGinn's family members.
(6) Reflects 1,698 shares held individually by Ms. Chambers and 26,350
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 22,350 shares that may be
acquired by Mr. Meredith upon the exercise of his options.
(8) Reflects 12,513 shares held individually by Mr. Mead and 2,000 shares
that may be acquired by Mr. Mead upon the exercise of his options.
(9) Reflects 10,818 shares held individually by Mr. Thomson and 2,000
shares that may be acquired by Mr. Thomson upon the exercise of his
options.
(10) Reflects 7,010 shares held by the Steven A. Elias Family Trust of which
Mr. Elias is trustee and 2,000 shares that may be acquired by Mr. Elias
upon exercise of his options.
(11) Includes an aggregate of 175,291 shares that may be acquired by the
group upon the exercise of options.
16
<PAGE>
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, 1999, 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.
The Form 4 reports filed for six directors and four executive officers for the
month of April 1999 were received one day after the required due date. Mr.
Timothy McGinn's Form 4 covering an aggregate of three transactions were filed
inaccurately, understating the number of shares beneficially owned by an
aggregate of 7,048 shares. Upon discovery of the inadvertent errors, corrective
filings were made with the Commission.
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 2000 fiscal year. Hacker, Johnson,
Cohen & Grieb PA audited the Company's financial statements for the 1999 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
2001 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 November 17, 2000 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 no other
proposal shall be acted upon at such meeting unless holders of in excess of 10%
of the
17
<PAGE>
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 8, 1999
18
<PAGE>
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 28, 2000 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.
(To be signed on Reverse Side) SEE REVERSE
SIDE
- --------------------------------------------------------------------------------
[X] Please mark your
votes as in this example.
1. Election of Directors
Nominees: Class III For Against
Roberto Kassin [ ] [ ]
Timothy McGinn [ ] [ ]
R. Carl Palmer, Jr. [ ] [ ]
To withhold authority to vote for any
Nominee, write full name of nominee on the
line below:
--------------------------------
--------------------------------
--------------------------------
- -
2. Approval of the Amendment to the 1998 Director Deferred Compensation
Plan.
For Against
[ ] [ ]
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.
19
