SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
Oriole Homes Corp.
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(Name of Issuer)
Class A Common Stock $.10 Par Value
Class B Common Stock $.10 Par Value
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(Title or Class of Securities)
Class A 686264102
Class B 686264201
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(CUSIP Number)
BankAtlantic Bancorp, Inc.
Jasper R. Eanes, Executive Vice President, Chief Financial Officer
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304 (954)760-5015
- --------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 6, 1997
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13dl(b)(3)or(4),check the following box.[ ]
Check the following box if a fee is being paid with the statement.[ ](A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filed out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Continued on the following page(s)
<PAGE>
SCHEDULE 13D
CUSIP NO. Class A 686264102
Class B 686264201
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
BankAtlantic Bancorp, Inc. #65-0507804
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OF PLACE OF ORGANIZATION
Florida
7 SOLE VOTING POWER
NUMBER OF Class A 1,146,227
SHARES Class B 734,381
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON Class A 1,146,227
WITH Class B 734,381
10 SHARED DISPOSITIVE POWER
---
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 1,146,227
Class B 734,381
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A 61.1% Class B 26.2%
14 TYPE OF REPORTING PERSON*
Co
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The classes of securities to which this Statement relates are the
Class A Common Stock of $.10 par value and Class B Common Stock of $.10 par
value (the "Shares") of Oriole Homes Corp. of Delray Beach, Florida (the
"Issuer"). The principal executive offices of the Issuer are located at
1690 South Congress Avenue, Suite 200, Delray Beach, Florida 33445-6327.
Item 2. Identity and Background
This Statement is filed by BankAtlantic Bancorp, Inc. ("BBC"), the
principal business and offices of which are located at 1750 East Sunrise
Boulevard, Fort Lauderdale, Florida 33304. BBC is a financial services
holding company incorporated in the state of Florida, whose primary asset is
BankAtlantic, A Federal Savings Bank ("BankAtlantic"). As a unitary
savings bank holding company, BBC is registered with the Office of Thrift
Supervision ("OTS") and is subject to OTS regulations, examinations,
supervision and reporting.
BankAtlantic, whose address is the same as BBC, provides a full
range of commercial banking products and related financial services directly
and through subsidiary corporations. The principal business of
BankAtlantic is attracting checking and savings deposits from the public
and general business customers and using these deposits to originate
or acquire commercial, residential and consumer loans and to make other
permitted investments such as the purchase of mortgage-backed securities,
tax certificates and other investment securities.
BFC Financial Corporation ("BFC"), a financial services and
savings bank holding company is deemed to be a controlling entity of
BBC through its direct ownership of approximately 45% of the voting
common stock of BBC. BFC, a Florida corporation, the principal business and
offices of which are located at 1750 East Sunrise Boulevard, Fort
Lauderdale, Florida 33304. BFC owns and manages real estate, however,
BFC's primary asset is its investment in BBC. Alan B. Levan, Chairman
of the Board, President, and Chief Executive Officer of BFC is the
controlling and majority shareholder of BFC.
Information as to the identity and background of the directors,
executive officers and controlling person of BBC and information as to the
identity and background of the controlling person is set forth in Appendix A
attached hereto, which is incorporated herein by reference. All of the
individuals indicated in Appendix A are U.S. citizens.
Neither BBC, nor to the best of the knowledge of BBC, any of
the directors and executive officers during the last five years,
(a) have been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or, (b) have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such a proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or
finding any violations with respect to such laws.
<PAGE>
Neither BFC, nor to the best of the knowledge of BFC, any of the
directors and executive officers during the last five years,
(a) have been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or, (b) have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such a proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding
any violations with respect to such laws.
Item 3. Source And Amount Of Funds Or Other Consideration
Pursuant to the Stock Purchase Agreement, attached as Exhibit A,
the purchase price of the shares of the Issuer is approximately $22.4
million which will be funded from existing working capital of BBC.
Item 4. Purpose of Transaction
On June 5, 1997, BBC entered into a Stock Purchase Agreement with
Richard D. Levy, Harry A. Levy and Mark A. Levy (the "Executive Sellers")
and certain other sellers (the Executive Sellers and other sellers are
collectively referred to as the "Sellers") pursuant to which BBC will acquire
from the Sellers 1,146,227 shares (61.1%) of the Class A Common Stock of
the Issuer and 734,381 shares (26.2%) of the Class B Common Stock of the
Issuer. The purchase of the shares pursuant to the Stock Purchase
Agreement is subject to a number of terms and conditions, including the
completion of a due diligence review by BBC.
Pursuant to the Stock Purchase Agreement, upon consummation,
BBC will acquire a controlling interest in the Issuer and the Executive
Sellers have agreed that they will take such actions as necessary or
appropriate (subject to their respective fiduciary duties) to cause the
appointment of BBC's designees to the Issuers Board of Directors
(subject to compliance with Section 14(f) of the Exchange Act, if applicable)
and shall thereafter submit their resignations as officers and directors
of the Issuer and the Issuer Subsidiaries and shall use their best efforts
(subject to their respective duties and obligations) to obtain the
resignations of the balance of the directors of the Issuer who were elected
by the holders of the Class A Common Stock. It is anticipated that John E.
Abdo, Vice Chairman of BBC, will assume operating responsibility for
the Issuer after the acquisition. Other executive management changes,
if any, have not been determined at this time.
<PAGE>
Additionally, pursuant to the terms of the Stock Purchase
Agreement, BBC has agreed that in the event that pursuant to the terms of the
Issuer's outstanding 12-1/2% Senior Notes due 2003 (the "12-1/2% Notes"),
the Issuer is required to redeem or offer to purchase all or any portion of
the 12-1/2% Notes as a consequence of the transactions contemplated by the
Stock Purchase Agreement, BBC will, subject to the approval of the
Issuer's Board of Directors pursuant to Section 607.0901(4)(a) Florida
Statutes, either (i) advance the funds directly to the Issuer to fund such
required redemption on terms consistent with the terms of the
outstanding 12-1/2% Notes or (ii) will offer to acquire the 12-1/2% Notes
and take such other steps and actions as may be necessary so that the Issuer
is not in default under the terms of the 12-1/2% Notes.
Further, pursuant to the terms of the Stock Purchase Agreement,
in the event that pursuant to the terms of the Issuer's $10 million line of
credit with Ohio Savings Bank, F.S.B.("Ohio Savings") (as may be renewed or
extended), such line of credit is called or terminated as a consequence of a
"Change of Control of Borrower" as defined therein and the Issuer is
unable to replace such line of credit with a third party institution, BBC
will, subject to the approval of the Issuer's Board of Directors pursuant to
Section 607.0901(4)(a), provide a line of credit to the Issuer consistent
with the amount and terms of the Ohio Savings line of credit including, but
not limited to, interest rate, term, collateral, covenants and fees on or
prior to the termination of the Ohio Savings line of credit.
BBC may from time to time buy additional securities of the
Issuer. Except as described herein, the Issuer has no present plan or
proposal which would relate to or result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13-D.
The foregoing description of the Stock Purchase Agreement is qualified
in its entirety by reference to the Stock Purchase Agreement which is
attached hereto as Exhibit A which is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
After consummation of the Stock Purchase Agreement, BBC
will own 1,146,227 (approximately 61.1%) of the issued and outstanding
shares of the Class A Common Stock and 734,381 (approximately 26.2%) of the
issued and outstanding shares of the Class B Common Stock of the Issuer.
Subject to the terms and conditions of the Stock Purchase Agreement,
BBC will acquire the Shares for the Shares $12.00 per share in a private
transaction.
<PAGE>
Item 6. Contracts, Arrangement, Undertakings or
Relationships with Respect to Securities of the Issuer
Except as disclosed herein and pursuant to the Stock Purchase
Agreement, attached as Exhibit A, BBC is not a party to any contract,
arrangement, undertaking or relationship (legal or otherwise) with any person
with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
A. Stock Purchase Agreement
APPENDIXES
A. Executive Officers and Directors of BBC.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
BankAtlantic Bancorp, Inc.
By: /s/Jasper R. Eanes
Jasper R. Eanes
Executive Vice President
Chief Financial Officer
Dated June 23, 1997
<PAGE>
Appendix A
Directors and Executive Officers of BBC
The following information is set forth as to directors,
executive officers and controlling person of BBC:
<TABLE>
<CAPTION>
Business Address of Individual And
The Corporation With Which Individual Position With BBC And
Has His Present Principal Occupation Present Principal
Name or Employment Occupation or Employment
- -------- ------------------------------------- -------------------------
<S> <C> <C>
Alan B. BankAtlantic Bancorp, Inc. Chairman of the Board,
Levan (1) 1750 E. Sunrise Blvd. Chief Executive Officer
Fort Lauderdale, FL 33304 and President
John E. Abdo Wellington Construction & Realty, Inc. Vice Chairman of the Board,
1350 N.E. 56 Street President and Chief
Fort Lauderdale, FL 33334 Executive Officer of
Wellington Construction &
Realty, Inc.
Steven M. Business Information Systems, Inc. Director, Chairman and
Coldren 1350 N.E. 56 Street President of Business
Fort Lauderdale, FL 33334 Information Systems, Inc.
and Chairman of Medical
Information Systems
Bruno Ruden, McClosky, Smith, Schuster and Director, Of counsel,Ruden,
Di Giulian Russell McClosky, Smith, Schuster
200 E. Broward Blvd. and Russell, P.A.
Fort Lauderdale, FL 33301
Mary E. BankAtlantic Bancorp, Inc. Director, Private Investor
Ginestra 1750 E. Sunrise Blvd.
Fort Lauderdale, FL 33304
Charlie C. C. C. Winningham Corporation Director, President of C.C.
Winningham II 1040 N.E. 45 Street Winningham Corporation
Oakland Park, FL 33334
Frank V. BankAtlantic Bancorp, Inc. Director, Senior Executive
Grieco 1750 E. Sunrise Blvd. Vice President
Fort Lauderdale, FL 33304
Jean E. BankAtlantic Bancorp, Inc. Executive Vice President,
Carvalho 1750 E. Sunrise Blvd. Corporate Secretary
Fort Lauderdale, FL 33304
Jasper R. BankAtlantic Bancorp, Inc. Executive Vice President,
Eanes 1750 E. Sunrise Blvd. Chief Financial Officer
Fort Lauderdale, FL 33304
<FN>
(1) Mr. Levan may be deemed to be the beneficial owner of the 2,454,945
shares of Class A Common Stock (approximately 31%) and 4,876,124 shares of
Class B Common Stock (approximately 45%) of BBC which are owned by BFC
Financial Corporation, a financial services and savings bank holding company.
</FN>
</TABLE>
<PAGE>
APPENDIX A (Continued)
The following information with respect to BFC Financial Corporation ("BFC")
is set forth as to BFC which is deemed to be the controlling entity of BBC:
<TABLE>
<CAPTION>
Business Address of Individual And
The Corporation With Which Position With BFC And
Individual Has His Present Principal Present Principal Occupation
Name Occupation or Employment or Employment
- ------------- ------------------------------------- ----------------------------
<S> <C> <C>
Alan B. Levan BFC Financial Corporation Chairman of the Board, Chief
1750 E. Sunrise Blvd. Executive Officer and
Fort Lauderdale, FL 33304 President
John E. Abdo Wellington Construction & Realty, Vice Chairman of the Board,
Inc. President and Chief Executive
1350 N.E. 56 Street Officer of Wellington
Fort Lauderdale, FL 33334 Construction & Realty, Inc.
Carl University of Miami Director,Director of the Small
McKenry, Jr. School of Business Administration Business Institute at the
Jenkins Bldg., Room 414 University of Miami
Coral Gables, FL 33124
Earl Pertnoy I & E Investment Company Director,Real Estate Investor
801 Arthur Godfrey Road and Developer.
Suite 202
Miami Beach, FL 33140
Glen Gilbert BFC Financial Corporation Senior Vice President, Chief
1750 E. Sunrise Blvd. Financial Officer
Fort Lauderdale, FL 33304
</TABLE>
