<PAGE>

                                 March 15, 2000

Dear Fellow Shareholders:

          It is our pleasure to invite you to attend Atlantic  BancGroup  Inc.'s
Annual  Meeting  of  Shareholders.  The Annual  Meeting  will be held at the Sea
Turtle Inn, One Ocean Boulevard,  Atlantic Beach, Florida on Thursday, April 27,
2000, at 2:00 p.m., Eastern Standard Time.

         The Notice of the Annual Meeting of  Shareholders  and Proxy  Statement
attached to this letter  describe the formal business that will be transacted at
the Annual Meeting and provide  material  information  concerning that business.
Directors and officers of Atlantic BancGroup,  Inc., as well as a representative
of the accounting firm, Stevens,  Sparks & Company,  P.A. will be present at the
Annual Meeting to respond to your questions.

         YOUR VOTE IS IMPORTANT.  Please sign,  date and mail the enclosed Proxy
Card promptly in the postage-paid envelope which has been provided for your use.
If you attend the Annual Meeting and prefer to vote in person, you will be given
that opportunity.

         On behalf of the Board of Directors  and all the  employees of Atlantic
BancGroup, Inc., we look forward to seeing you at the Annual Meeting.

                  Sincerely,


                  Donald F. Glisson, Jr.           M. Michael Witherspoon
                  Chairman of the Board            Chief Executive Officer


<PAGE>

                      ------------------------------------
                  NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
                          TO BE HELD ON APRIL 27, 2000
                      ------------------------------------


         NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of  Shareholders of
Atlantic BancGroup,  Inc., Jacksonville Beach, Florida ("Annual Meeting"),  will
be held at the Sea Turtle Inn, One Ocean Boulevard,  Atlantic Beach,  Florida on
April 27, 2000, at 2:00 p.m., Eastern Standard Time, for the following purposes:

         (1)      To elect three  Class 1  directors  (terms to expire in 2001),
                  three Class II  directors  (terms to expire  2002),  and three
                  Class III directors (terms to expire in 2003) (Proposal I);

         (2)      To  ratify  the  appointment  the  firm of  Steven,  Sparks  &
                  Company,  P.A. as the independent certified public accountants
                  for   Atlantic   BancGroup,    Inc.   and   its   wholly-owned
                  subsidiaries,  for the fiscal  year ending  December  31, 2000
                  (Proposal II);

         (3)      To approve the  adjournment  of the Annual  Meeting to solicit
                  additional  proxies in the event that there are not sufficient
                  votes to approve  any one or more of the  proposals  (Proposal
                  III); and

         (4)      To transact  any other  business as may  properly  come before
                  this Annual Meeting, or any adjournments thereof.

         The Board of  Directors  has fixed  the close of  business  on March 1,
2000,  as the record  date for the  determination  of  shareholders  entitled to
notice of and to vote at this Annual  Meeting.  Only  holders of common stock of
record at the close of  business  on that date will be  entitled to vote at this
Annual Meeting, or any adjournments thereof. In the event there are insufficient
votes for a quorum to approve any  proposal  at the time of the Annual  Meeting,
the Annual Meeting may be adjourned in order to permit further  solicitation  of
proxies by Atlantic BancGroup, Inc.

                                              By Order of the Board of Directors



                                              /s/David L. Young
                                              -----------------
                                              David L. Young
                                              Corporate Secretary

Jacksonville Beach, Florida
March 15, 2000



<PAGE>

                            ATLANTIC BANCGROUP, INC.

                           Jacksonville Beach, Florida

                                 PROXY STATEMENT

                                       FOR

                       2000 ANNUAL MEETING OF SHAREHOLDERS

General

DATE:             April 27, 2000
TIME:             2:00 P.M. (Eastern Standard Time)
LOCATION:         Sea Turtle Inn, One Ocean Boulevard, Atlantic Beach, Florida

Solicitation and Voting of Proxies

         This  Proxy  Statement  and  the  accompanying  Proxy  Card  are  being
furnished to  shareholders of record as of March 1, 2000, in connection with the
solicitation  of proxies by the Board of Directors of Atlantic  BancGroup,  Inc.
("Atlantic  BancGroup"),  the parent holding  company of Oceanside Bank ("Bank")
and Oceanside  Mortgage Group,  Inc., for use at the Annual Meeting as set forth
in the accompanying Notice of Annual Meeting of Shareholders ("Annual Meeting").
Please  note that  Atlantic  BancGroup  and its  subsidiaries  are  collectively
referred to herein as the "Company".

         Regardless of the number of shares of common stock that you may own, it
is important that your shares be represented by proxy or that you are present in
person at the Annual Meeting.  To assist you in voting, we have enclosed a Proxy
Card,  which we ask that you sign, date and return in the enclosed  postage-paid
envelope.  Please  indicate your vote in the spaces  provided on the Proxy Card.
Proxies solicited by the Board of Directors of Atlantic  BancGroup will be voted
in accordance  with the directions  given  therein.  Where no  instructions  are
indicated,  proxies  will be voted "FOR" the  election of  directors;  "FOR" the
appointment of Steven,  Sparks & Company,  P.A. as independent  auditors for the
fiscal year ending  December 31, 2000;  and "FOR" the  adjournment of the Annual
Meeting  to solicit  additional  proxies  if there are not  sufficient  votes to
approve any one of the  proposals.  If any other  matters are  properly  brought
before the Annual Meeting,  the Proxy Committee will vote the shares represented
by such  proxies on such  matters as  determined  by a majority  of the Board of
Directors.

         The Board of Directors  knows of no  additional  business  that will be
presented for  consideration  at the Annual  Meeting.  Execution of the enclosed
Proxy Card,  however,  confers on the  designated  proxy  holders  discretionary
authority  to vote the shares in  accordance  with their best  judgment on other
business,  if any,  that may properly  come before this Annual  Meeting,  or any
adjournment thereof.

         It is important that proxies be returned promptly.  Whether you plan to
be present in person at the Annual  Meeting or not,  please vote,  sign and date
the enclosed  Proxy Card and return it in the enclosed  envelope  which does not
require postage if mailed in the United States.

<PAGE>
Revocation of Proxy

         Your presence at this Annual Meeting will not automatically revoke your
proxy.  You may revoke a proxy,  however,  at any time prior to its  exercise by
filing with the Corporate Secretary:

         o        a written notice of revocation;
         o        by delivering  to Atlantic  BancGroup,  a duly executed  proxy
                  bearing a later date; or
         o        by attending the Annual Meeting and voting in person.

Voting Procedures

         Under the Florida  Business  Corporation  Act  ("Act"),  directors  are
elected  by a  plurality  of the votes  cast at a  meeting  at which a quorum is
present.  Our Bylaws  provide  that a majority  of shares  entitled  to vote and
represented in person or by proxy at a meeting of the shareholders constitutes a
quorum.  Other matters are approved if affirmative  votes cast by the holders of
shares  represented  at a meeting at which a quorum is present  and  entitled to
vote on the subject  matter exceed votes  opposing the action,  unless a greater
number of  affirmative  votes or voting by classes is required by the Act or our
Articles of Incorporation. Abstentions and broker non-votes have no effect under
Florida law.

         The close of business on March 1, 2000,  has been fixed by the Board of
Directors as the "Record Date" for  determination  of  shareholders  entitled to
notice of and to vote at this Annual Meeting, and any adjournments  thereof. The
total  number of  shares of common  stock  outstanding  on the  Record  Date was
595,350 shares.

         Each shareholder of record on the Record Date has the right to vote, in
person or by proxy, the number of shares owned by him or her for as many persons
as there are directors to be elected.  Our Bylaws do not provide for  cumulative
voting;  rather,  shareholders  have a right to one vote per share  owned on any
matters presented for shareholder vote. Thus, or example,  if a shareholder owns
five  shares,  that  shareholder  may vote a  maximum  of five  shares  for each
director to be elected.

Beneficial Ownership

         The information below is furnished regarding persons or apparent groups
who are believed to be the  beneficial  owners of 5% or more of the  outstanding
shares of Atlantic BancGroup's common stock as of the Record Date.

                                                                 Percent
         Name of Beneficial Owner      Number of Shares          of Class
         ------------------------      ----------------          --------
         M. Michael Witherspoon             45,320(1)              7.33%
         Robin H. Scheiderman               42,000(2)              6.82%
         G. Keith Watson                    54,000(3)              8.69%
-----------------------
(1)  Includes 22,660 shares subject to a presently exercisable warrant.
(2)  Includes 21,000 shares subject to a presently exercisable warrant and 1,000
     shares owned by Ms. Scheiderman's husband and his sister.
(3)  Includes 27,000 shares subject to a presently exercisable warrant and 2,000
     shares held by Mr. Watson as custodian for his minor children.

                      ------------------------------------
                    ATLANTIC BANCGROUP, INC. PROXY STATEMENT
          1315 South Third Street, o Jacksonville Beach, Florida 32250         1
<PAGE>

Board of Directors Meetings

         During the year ended December 31, 1999, Atlantic  BancGroup's Board of
Directors  held 12 meetings.  No director  attended  fewer than 75% of the total
meetings  of the  Board of  Directors  for the  full  year.  Atlantic  BancGroup
currently  does not pay Board fees. The Bank,  however,  pays directors $500 per
month for attending  Board  meetings.  Directors who serve on the Loan Committee
receive $50 per meeting.

Committees of the Board of Directors

         The Board of  Directors  of  Atlantic  BancGroup  and the Bank  conduct
business through meetings of the respective Boards. In 1999,  Atlantic BancGroup
had only one standing committee, the Audit Committee,  which is comprised of the
same  members  that serve on the Bank's Audit  Committee.  Atlantic  BancGroup's
Audit  Committee  met one time  during the year.  In  accordance  with  proposed
Securities  and Exchange  Commission  regulations,  Atlantic  BancGroup's  Audit
Committee will now meet, at a minimum, quarterly. The standing committees of the
Bank are as follows: Audit Committee, Loan Committee, Asset Liability/Investment
Committee, Bank Improvement Committee, and the Y2K Committee.

<TABLE>
<CAPTION>

Board Member                     Board       Audit            ALCO/       Loan        Bank        Year
                                                           Investment             Improvement     2000
------------------------------------------------------------------------------------------------------
<S>                                <C>      <C>             <C>         <C>          <C>         <C>
Dr. Frank J. Cervone               X                            X
------------------------------------------------------------------------------------------------------
Barry W. Chandler                  X                            X           X           X          X
------------------------------------------------------------------------------------------------------
                                            Chairman

Jimmy D. Dubberly                  X            X                                                  X
------------------------------------------------------------------------------------------------------
                                                            Chairman

Donald F. Glisson, Jr.             X                            X           X           X
------------------------------------------------------------------------------------------------------
Robin E. Scheiderman               X            X               X
------------------------------------------------------------------------------------------------------
Gordon K. Watson                   X                                        X
------------------------------------------------------------------------------------------------------
Conrad L. Williams                 X            X                           X
------------------------------------------------------------------------------------------------------
M. Michael Witherspoon             X                            X           X           X          X
                                                                        Chairman    Chairman

------------------------------------------------------------------------------------------------------
Dennis M. Wolfson                  X                                        X           X
------------------------------------------------------------------------------------------------------
</TABLE>

                      ------------------------------------
                    ATLANTIC BANCGROUP, INC. PROXY STATEMENT
          1315 South Third Street, o Jacksonville Beach, Florida 32250         3
<PAGE>

ALCO/Investment  Committee  -  Establishes  the asset and  liability  management
policies of the Bank,  monitors and sets limitations for interest-rate  risk and
formulate loan pricing.

Loan  Committee - Meets as  required to act upon loan  requests to be handled by
the Bank individually or jointly with Citizens Bank.

Audit Committee - Reviews auditing, accounting, financial reporting and internal
control  functions.  Recommends  our  independent  accountant  and reviews their
services. All members are nonemployee directors.

Year 2000  Committee  (for 1999 only) - Met monthly with  management to evaluate
the progress  being made and the steps being taken to ensure that the  Company's
computer and data processing systems were Year 2000 compliant.

                       PROPOSAL I - ELECTION OF DIRECTORS

         The Board of Directors of Atlantic BancGroup is presently  comprised of
nine members.  The Company's  Articles of  Incorporation  provide that directors
shall be divided into three  classes,  as nearly  equal in number as  reasonably
possible.  The term of office of the first  class to expire at the first  annual
meeting;  the  second  class  one year  thereafter;  the  third  class two years
thereafter.  No person  being  nominated  as a director  is being  proposed  for
election pursuant to any agreement between any person and Atlantic BancGroup.

         The nominees for directors  named herein have  indicated  that they are
willing to stand for election and will serve if elected as directors. Should any
of the director  nominees become unable or unwilling to serve,  the proxies will
be voted  for the  election  of such  other  person or  persons  as the Board of
Directors may choose to nominate.

         The affirmative vote of a majority of the outstanding  shares of common
stock is needed  to elect a  director.  Abstentions  and  votes  withheld  for a
director will have the same effect as votes against.

         Information  relating to the business  experience,  age and  beneficial
ownership of the Company's capital stock of each director is set forth below:

                      DIRECTORS WITH TERMS EXPIRING IN 2001
                                CLASS 1 DIRECTORS

Dr. Frank J. Cervone, 47, is a                 24,400 shares of common stock,(1)
director of Atlantic BancGroup and the         4.02% of common stock outstanding
Bank. Dr. Cervone is also a director
of Oceanside Mortgage Group, Inc. He
is an Endodontist, practicing since
1990 in Jacksonville Beach, Florida.
Dr. Cervone is a graduate of the
University of Pittsburgh.


                      ------------------------------------
                    ATLANTIC BANCGROUP, INC. PROXY STATEMENT
          1315 South Third Street, o Jacksonville Beach, Florida 32250         4
<PAGE>

Barry W. Chandler, 48, is a director           25,000 shares of common stock,(1)
of Atlantic BancGroup and the Bank.            4.12% of common stock outstanding
Mr. Chandler has served as President
of the Bank since 1996 and President
and CEO since December, 1999. Mr.
Chandler is also the Chairman of Oceanside Mortgage Group, Inc. Prior to joining
the Bank, Mr. Chandler was with Ponte Vedra National Bank, Ponte Vedra,  Florida
from 1990 to 1996.  He is a graduate of the  Graduate  School of Retail  Banking
Management at the University of Virginia.

Jimmy D. Dubberly, 58, is a director           12,400 shares of common stock,(1)
of Atlantic BancGroup and the Bank.            2.06% of common stock outstanding
Mr. Dubberly is the President of South
Georgia Bank, Glenville, Georgia, a
position he has held since 1986. Mr.
Dubberly attended Armstrong State
College, the University of Georgia and
Louisiana State University.

                        DIRECTORS WITH TERMS
                          EXPIRING IN 2002
                          CLASS 2 DIRECTORS

Donald F. Glisson, Jr., 40, is                 22,600 shares of common stock,(1)
Chairman of the Board of Atlantic              3.80% of common stock outstanding
BancGroup and a director of the Bank.
He is also a director of Oceanside
Mortgage Group, Inc. Since 1982, Mr.
Glisson has served as President of
Triad Financial Services, Inc. in
Jacksonville, Florida. He is a
graduate of Florida State University.

Robin H. Scheiderman, 43, is a                 42,000 shares of common stock,(1)
director of Atlantic BancGroup, and            6.82% of common stock outstanding
the Bank. Ms. Scheiderman is a
self-employed Certified Public
Accountant. She earned a Bachelors
Degree and a Masters Degree from the
University of North Florida and
resides in St. Augustine, Florida.

Gordon K. Watson, 50, is a director of         54,000 shares of common stock,(1)
Atlantic BancGroup, and the Bank. He           8.69% of common stock outstanding
is also a director of Oceanside
Mortgage Group, Inc. Mr. Watson is an
attorney in the law firm of Watson &
Osborne, P.A. in Jacksonville,
Florida. He resides in Ponte Vedra
Beach, Florida and is a graduate of
the University of Florida.
<PAGE>
                        DIRECTORS WITH TERMS
                          EXPIRING IN 2003
                          CLASS 3 DIRECTORS

Conrad L. Williams, 70, is a director          10,000 shares of common stock,(1)
of Atlantic BancGroup, and Oceanside           1.67% of common stock outstanding
Bank. Mr. Williams is a retired
veterinarian. He resides in Atlantic
Beach, Florida and is a graduate of
the University of Georgia College of
Veterinarian Medicine.


                      ------------------------------------
                    ATLANTIC BANCGROUP, INC. PROXY STATEMENT
          1315 South Third Street, o Jacksonville Beach, Florida 32250         5
 <PAGE>

M. Michael Witherspoon, 55, is                 45,320 shares of common stock,(1)
President and CEO and a director of            7.33% of common stock outstanding
Atlantic BancGroup, and the Bank. He
is the Chairman of the Board of
Oceanside Bank. He is also a director
of Oceanside Mortgage Group, Inc. He
previously served from 1992 to 1994 as
President/CEO of the Bank of Dodge
County, Eastman, Georgia and as the
founding President and CEO of the
United Bank and Trust of Rockmart,
Georgia. Mr. Witherspoon is a graduate
of Georgia State University and the
Stonier Graduate School of Banking at
Rutgers University. He resides in
Atlantic Beach, Florida.

Dennis M. Wolfson, 58, is a director           14,250 shares of common stock,(1)
of Atlantic BancGroup, and the Bank.           2.40% of common stock outstanding
Mr. Wolfson is a self employed real
estate developer and investor. Mr.
Wolfson  is a trustee  and  executive  committee  member of  Wolfson  Children's
Hospital,  Jacksonville,  Florida. He is a graduate of the University of Georgia
and resides in Jacksonville, Florida

                        NON-DIRECTOR OFFICER

David L. Young, 54, is Executive Vice          4,000 shares of common stock, (1)
President and Chief Financial Officer          0.70% of common stock
of Atlantic BancGroup, and also serves
as outstanding Executive Vice
President and Chief Financial Officer
of the Bank, a position he has held
since the Bank's inception in 1996.
Mr. Young serves as
Secretary/Treasurer of Oceanside
Mortgage Group, Inc. Prior to joining
the Bank, Mr. Young was the Finance
Manager for the Loan and Investment
Operation Division of Barnett Bank,
Jacksonville, Florida from 1995 to
1997. He is a graduate of Jacksonville
University, Jacksonville, Florida and
the Graduate School of Retail Banking
Management at the University of
Virginia.
-----------------------------------

(1) Includes shares for which the named person:
        o  has sole voting and investment power,
        o has shared voting and investment power with a spouse, or o holds in an
        IRA or other retirement plan program, unless otherwise

         indicated in these  footnotes o amount also includes shares that may be
         acquired by exercising stock warrants.

<PAGE>

The Board of Directors of Atlantic  BancGroup  recommend  that the  shareholders
vote "For" the  election of three  Class 1 Directors  (terms to expire in 2001),
three Class 2 Directors  (terms to expire in 2002),  and three Class 3 Directors
(terms to expire in 2003) as presented.

Executive Compensation

     The following Summary  Compensation  Table shows  compensation  information
regarding Michael Witherspoon, President and Chief Executive Officer of Atlantic
BancGroup.  No other executive officer received compensation at a level required
to be reported herein by the Securities and Exchange Commission regulations.

                      ------------------------------------
                    ATLANTIC BANCGROUP, INC. PROXY STATEMENT
          1315 South Third Street, o Jacksonville Beach, Florida 32250         6
<PAGE>
<TABLE>
<CAPTION>

                                                     SUMMARY COMPENSATION TABLE
                                                                          Long-Term Compensation

                                            Annual Compensation                 Awards            Payouts
                                    ---------------------------------   ------------------------   -------
           (a)               (b)        (c)       (d)         (e)           (f)          (g)         (h)             (i)
   Name and Principal       Year    Salary($)  Bonus($)  Other Annual   Restricted   Securities     LTIP          All Other
        Position                                         Compensation     Awards     Underlying    Payouts    Compensations ($)
                                                             ($)                       Options       ($)
                                                                                       SARs (#)
<S>                         <C>      <C>         <C>        <C>            <C>          <C>         <C>             <C>
 M. Michael Witherspoon     1999     $98,520     $500       $6,584         None         None        None            None
      President/CEO

</TABLE>

Explanation of Columns

(c) Base Salary - total base salary paid during the  calendar  year.  (d) Annual
Cash Bonus Award - annual  incentive award paid for results  achieved during the
calendar year.

(e)  Other  Annual  Compensation  - all  additional  forms of cash and  non-cash
compensation paid, awarded or earned.  Amount includes $2,200 in director's fees
and $4,384 for country club fees.

(f) Restricted Stock Awards - Stock awarded to an executive that carries vesting
restrictions.  (g) Securities  Underlying Options - Grants of stock options made
under the Company's 1996 Incentive Stock Option Plan.

(h) "LTIPs" - The dollar value of all payouts  pursuant to  long-term  incentive
plans. (i) All Other  Compensation - All other  compensation  that does not fall
under any of the aforementioned categories.

Benefits

     Officers of the Company are provided hospitalization, major medical, short-
and long-term disability,  dental insurance, and term life insurance under group
plans on generally the same basis to all full-time employees.

Employment Contracts

     Atlantic  BancGroup  does not have an employment  agreement with any of its
officers.

Certain Relationships and Related Transactions

     Certain  directors,  officers and  employees of Atlantic  BancGroup and its
subsidiaries  are customers of and have banking  relations with the Bank.  Loans
made to directors,  executive  officers and principal  shareholders  (defined as
individuals owning 5% or more of Atlantic BancGroup's common stock) are governed
under the provisions of Section 22(h) of the Federal Reserve Act.  Section 22(h)
requires that any loans made by the Bank to such individuals,  or to any related
interest of such  individuals,  must:  (i) be on  substantially  the same terms,
including  interest rates and  collateral,  as those  prevailing at the time for
comparable  transactions with non-affiliated  parties and; (ii) not involve more
than the normal risk of repayment or present other unfavorable  features.  These
restrictions do not affect preferential loans to full-time employees who are not
directors or executive officers of Atlantic BancGroup.

                      ------------------------------------
                    ATLANTIC BANCGROUP, INC. PROXY STATEMENT
          1315 South Third Street, o Jacksonville Beach, Florida 32250         7
<PAGE>

         The  following  table sets forth  information  as to all  directors and
executive officers of Atlantic  BancGroup,  including members of their immediate
families and affiliated  entities,  who had loans in the aggregate of $60,000 or
more during the year ended December 31, 1999.

<TABLE>
<CAPTION>

                                                        Maturity          Highest            Principal      Interest
Name and Position                      Date of          Date of           Balance            Balance at     Rate as of     Type of
or Relationship                         Loan             Loan            During 1999          12/31/99       12/31/99       Loan
---------------                         ----             ----            -----------          --------       --------       ----
<S>                                    <C>              <C>             <C>                 <C>                 <C>
Frank J. Cervone, D.M.D.               5/22/98           4/22/08        $202,139.38         $188,317.84         8.50%         CM
                                       5/12/99           5/15/04          30,260.57           27,364.05         7.75          IL

Triad Financial Services               4/15/99           4/15/02          15,156.45           12,082.65         7.75          IL
                                      11/24/98          11/24/00         300,000.00               -----         8.75          LOC
                                        1/8/98           1/15/03              -----               -----        11.50          LOC

Watson & Osborne, P.A.                 2/11/98           2/11/01         139,363.49              952.56         8.50          LOC

G. Keith Watson                        11/1/97          11/16/02          27,175.68           21,135.39         9.00          IL

Dennis M. Wolfson                     12/15/98           1/15/20         355,131.47          355,131.47         8.25          CM
                                      10/22/97          10/15/02          10,000.00               -----        11.50          LOC
</TABLE>

---------------------------
Note: "CM" (Commercial  Mortgage Loan);  "IL"  (Installment  Fixed Rate Consumer
Loan); "LOC" (Line of Credit).
Securities Ownership of Management.

         As of the Record Date, all executive officers and directors of Atlantic
BancGroup as a group, (a total of 10 persons), owned beneficially 126,110 shares
of common stock,  and 127,860 warrants (with a right to purchase an equal number
of shares of common  stock at $10.00 per share),  or 31.12% of the common  stock
outstanding  if all of the  executive  officers and  directors  exercised  their
warrants and no other shareholder exercised his or her warrants.

              PROPOSAL II - APPOINTMENT OF AUDITORS FOR FISCAL YEAR
                            ENDING DECEMBER 31, 2000

         The  Board of  Directors  intends  to  retain  the  accounting  firm of
Stevens,  Sparks &  Company,  P.A.  as the  independent  auditors  for  Atlantic
BancGroup and its  subsidiaries  for the fiscal year ending December 31, 2000. A
representative from the firm of Stevens,  Sparks & Company,  P.A. is expected to
be present at the Annual Meeting to respond to shareholder questions.

The Board of Directors  recommends that  shareholders vote "For" the appointment
of Stevens,  Sparks & Company,  P.A. as the independent  auditors for the fiscal
year ending December 31, 2000.

<PAGE>

                  PROPOSAL III - ADJOURNMENT OF ANNUAL MEETING

         Under this Proposal, we are seeking your approval to adjourn the Annual
Meeting in the event that the number of proxies  sufficient to approve Proposals
I or II are not received by April 27, 2000. In order to permit proxies that have
been  received by  Atlantic  BancGroup  at the time of the Annual  Meeting to be
voted,  if necessary,  for the  adjournment,  we are  submitting the question of
adjournment to permit further solicitation of proxies to approve any one or more
of the proposals  being  submitted to the  shareholders  for their approval as a
separate  matter for  consideration.  If it is  necessary  to adjourn the Annual
Meeting and the  adjournment  is for a period of less than 30 days, no notice of
the time and place of the  adjourned  meeting  need be given  the  shareholders,
other than an announcement made at the Annual Meeting.

                      ------------------------------------
                    ATLANTIC BANCGROUP, INC. PROXY STATEMENT
          1315 South Third Street, o Jacksonville Beach, Florida 32250         8
<PAGE>

The Board of Directors  recommends that  shareholders vote "For" the adjournment
of the Annual Meeting.

                              SHAREHOLDER PROPOSALS

         In order to be eligible  for  inclusion in Atlantic  BancGroup's  proxy
materials  for next  year's  Annual  Meeting of  Shareholders,  any  shareholder
proposal to take action at such meeting must be received at our corporate office
at 710 North Third Street,  Jacksonville  Beach,  Florida  32250,  no later than
December 28, 2000. Any such proposals  shall be subject to the  requirements  of
the proxy rules  (Regulation  14A) adopted under the Securities  Exchange Act of
1934, as amended.

                    NOTICE OF BUSINESS TO BE CONDUCTED AT AN
                   ANNUAL MEETING AND SHAREHOLDER NOMINATIONS

         Our Bylaws  provide an advance notice  procedure for certain  business,
including nominations for directors,  to be brought before an annual meeting. In
order for a shareholder to properly bring business before an annual meeting, the
shareholder  must give written  notice to the Corporate  Secretary not less than
ten days before the time originally fixed for such meeting.

                                  SOLICITATION

         The cost of soliciting  proxies on behalf of the Board of Directors for
the Annual Meeting will be borne by Atlantic BancGroup. Proxies may be solicited
by  directors,  officers or our regular  employees,  in person or by  telephone,
telegraph or mail. We are requesting  persons,  firms and  corporations  holding
shares in their  names,  or in the names of their  nominees  for the  benefit of
others,  to send proxy  materials  to and obtain  proxies  form such  beneficial
owners.  Proxy holders will be  reimbursed  for their  reasonable  out-of-pocket
expenses.

                      OTHER MATTERS WHICH MAY PROPERLY COME

                               BEFORE THE MEETING

         The  Board  of  Directors  knows  of no other  business  which  will be
presented  for  consideration  at the Annual  Meeting  other than those  matters
described above in this Proxy  Statement.  However,  if any other matters should
properly  come  before the  Annual  Meeting,  it is  intended  that the  proxies
solicited  hereby  will be voted  in  respect  thereof  in  accordance  with the
judgment  of the person or persons  voting  the  proxies.  If you do not wish to
extend such authority, you may limit the proxy by marking the box on the reverse
side of the Proxy Card.

                              FINANCIAL STATEMENTS

         Accompanying  this  Proxy  Statement  is the  1999  Form  10-KSB  which
includes  Atlantic  BancGroup's 1999 audited  Financial  Statements for Atlantic
BancGroup and its subsidiaries. Form 10- KSB also serves as the Annual Report to
Shareholders and the Annual Disclosure  Statement.  Atlantic  BancGroup's Annual
Report on Form 10-

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                    ATLANTIC BANCGROUP, INC. PROXY STATEMENT
          1315 South Third Street, o Jacksonville Beach, Florida 32250         9
<PAGE>

KSB  and  the  Annual  Disclosure  Statement  is  available  at no  charge.  Any
shareholder who would like an additional copy of these financial  statements may
contact David L. Young, Corporate Secretary, Atlantic BancGroup, Inc., 710 North
Third  Street,   Jacksonville  Beach,  Florida  32250,  telephone  number  (904)
247-9494.

         Atlantic  BancGroup   currently  files  the  34  Act  periodic  reports
(including  Form  10-KSB,  Form  10-QSBs,  Proxy  Statements,   etc.)  with  the
Securities  and  Exchange   Commission.   These   periodic   reports  are  filed
electronically  via EDGAR by Atlantic  BancGroup and can be inspected and copied
at the public  reference  facilities  maintained by the  Securities and Exchange
Commission at its Public Reference Section, 450 Fifth Street, N.W.,  Washington,
D.C.  20549.  The Securities and Exchange  Commission  maintains a web site that
contains registration statements,  reports, proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Securities and Exchange  Commission.  Information filed by Atlantic BancGroup is
available  for  review  on  this  Web  Site.  The  address  of the  Web  Site is
http://www.sec.gov.

Atlantic BancGroup, Inc.
Dated: March 15, 2000

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                    ATLANTIC BANCGROUP, INC. PROXY STATEMENT
          1315 South Third Street, o Jacksonville Beach, Florida 32250        10