PROSPECTUS
[BankAtlantic Bancorp logo]
3,000,000 SHARES CLASS A COMMON STOCK (NON-VOTING)
$100,000,000 5.625% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2007
---------------
All of the shares of Class A Common Stock of BankAtlantic Bancorp, Inc.
(the "Company") offered hereby are being issued and sold by the Company. The
5.625% Convertible Subordinated Debentures Due 2007 (the "Debentures") of the
Company will mature on December 1, 2007 and will accrue interest at the rate of
5.625% per annum from the date of delivery. The Debentures are convertible at
any time prior to maturity, unless previously redeemed, into shares of Class A
Common Stock of the Company at a conversion price of $16.18 per share
(equivalent to a conversion rate of 61.805 shares per $1,000 principal amount of
Debentures), subject to adjustment in certain events. On November 20, 1997, the
last sale price of the Class A Common Stock on the New York Stock Exchange
(symbol: BBX) was $13.375 per share. The Class A Common Stock has no voting
rights other than as may be required by Florida law. See "Description of
Capital Stock".
Interest on the Debentures is payable semiannually in arrears on each June
1 and December 1, commencing June 1, 1998. The Debentures are redeemable at any
time on or after December 1, 2000 at the option of the Company, in whole or in
part, at fixed redemption prices set forth herein, together with accrued
interest to the redemption date. The Debentures are not subject to any sinking
fund. The Debentures will be unsecured general obligations of the Company
subordinate in right of payment to all existing and future Senior Indebtedness
(as defined herein) of the Company. See "Risk Factors--Subordination."
The Debentures will initially be issued in the form of one or more global
securities to be registered in the name of the nominee of The Depository Trust
Company. See "Description of the Debentures-Book Entry, Delivery and Form."
Prior to this Offering, there has been no public market for the Debentures. The
Debentures have been approved for quotation on the Nasdaq SmallCap Market under
the symbol "BANCH".
The offering of the shares of Class A Common Stock and the offering of the
Debentures contemplated hereby are being conducted concurrently; however,
neither offering is contingent upon the other being consummated.
SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
---------------
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT
INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND OR THE BANK INSURANCE FUND
OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
================================================================================
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT(1) COMPANY(2)
- --------------------------------------------------------------------------------
Per Share .................. $13.375 $0.77 $12.605
Total Class A Common Stock ... $40,125,000 $2,310,000 $37,815,000
- --------------------------------------------------------------------------------
Per Debenture ............... $1,000 $32.50 $967.50
Total Debentures ............ $100,000,000 $3,250,000 $96,750,000
- --------------------------------------------------------------------------------
Total Offering(3) ............ $140,125,000 $5,560,000 $134,565,000
================================================================================
(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(2) Before deducting expenses payable by the Company, estimated to be
approximately $375,000.
(3) The Company has granted the Underwriters a 30-day option to purchase up to
450,000 additional shares of Class A Common Stock at the Price to Public
less Underwriting Discount for the Class A Common Stock, solely to cover
over-allotments, if any. If this option is exercised in full, the total
Price to Public, Underwriting Discount and Proceeds to Company for the
Class A Common Stock will be $46,143,750, $2,656,500 and $43,487,250,
respectively. See "Underwriting."
The shares of Class A Common Stock and the Debentures are each offered by
the Underwriters subject to receipt and acceptance by them, prior sale and the
Underwriters' right to reject any order in whole or in part and to withdraw,
cancel or modify either offer without notice. It is expected that delivery of
the shares will be made against payment therefore on or about November 26,
1997. It is expected that delivery of the Debentures will be made in book-entry
form through the facilities of The Depository Trust Company on or about
November 26, 1997 against payment therefor in immediately available funds.
Ryan Beck & Co. Tucker Anthony Incorporated
The date of this prospectus is November 20, 1997
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF EITHER THE CLASS A COMMON
STOCK OR THE DEBENTURES. SUCH TRANSACTIONS MAY INCLUDE THE PURCHASE OF SHARES
OF CLASS A COMMON STOCK OR DEBENTURES FOLLOWING THE PRICING OF THE OFFERING TO
COVER A SYNDICATE SHORT POSITION IN EITHER THE CLASS A COMMON STOCK OR THE
DEBENTURES, AS APPLICABLE, OR FOR THE PURPOSE OF MAINTAINING THE PRICE OF THE
CLASS A COMMON STOCK OR THE DEBENTURES, AS APPLICABLE, THE IMPOSITION OF
PENALTY BIDS AND THE PURCHASE OF SHARES OF CLASS A COMMON STOCK PRIOR TO THE
PRICING OF THE OFFERING FOR THE PURPOSE OF MAINTAINING THE PRICE OF THE CLASS A
COMMON STOCK. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING".
----------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities of
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;
and at the Commission's regional offices at Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission maintains an Internet web site that
contains reports, proxy and information statements and other information
regarding issuers who file electronically with the Commission. The address of
that site is http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments thereto, the "Registration Statement"), of
which this Prospectus is a part, under the Securities Act with respect to the
Class A Common Stock and the Debentures. This Prospectus does not contain all
of the information set forth in the Registration Statement, certain portions of
which have been omitted as permitted by the rules and regulations of the
Commission. In addition, certain documents filed by the Company with the
Commission have been incorporated in this Prospectus by reference. See
"Incorporation of Certain Documents by Reference." For further information with
respect to the Company, the Class A Common Stock and the Debentures, reference
is made to the Registration Statement, including the exhibits thereto and the
documents incorporated herein by reference. Any statements contained herein
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission or incorporated
by reference herein are not necessarily complete, and, in each instance,
reference is made to the copy of such document so filed for a more complete
description of the matter involved. Each such statement is qualified in its
entirety by such reference. The Registration Statement may be inspected without
charge at the principal office of the Commission in Washington, D.C., and
copies of all or part of it may be obtained from the Commission upon payment of
the prescribed fees.
2
<PAGE>
[GRAPHIC OMITTED]
DESCRIPTION TO COME
The Company's principal executive offices are located at 1750 E. Sunrise
Boulevard, Fort Lauderdale, Florida and its telephone number is (954) 760-5000.
3
<PAGE>
SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE IN
THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, THE INFORMATION IN THIS PROSPECTUS
ASSUMES THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION WITH RESPECT TO THE CLASS
A COMMON STOCK WILL NOT BE EXERCISED. THE BOARD OF DIRECTORS PREVIOUSLY
DECLARED A FIVE FOR FOUR COMMON SHARE STOCK SPLIT OF THE COMPANY'S COMMON
STOCK, PAR VALUE $.01 PER SHARE, EFFECTED IN THE FORM OF A 25% STOCK DIVIDEND
ISSUED IN SHARES OF CLASS A COMMON STOCK, TO ALL OF THE COMPANY'S COMMON
SHAREHOLDERS IN AUGUST 1997. WHERE APPROPRIATE, AMOUNTS THROUGHOUT THIS
PROSPECTUS HAVE BEEN ADJUSTED TO REFLECT THE STOCK SPLIT.
BANKATLANTIC BANCORP, INC.
BankAtlantic Bancorp, Inc. (the "Company") is a unitary savings bank
holding company organized in April 1994 under the laws of the State of Florida
for the purpose of becoming the holding company for BankAtlantic, A Federal
Savings Bank ("BankAtlantic"). At June 30, 1997, the Company had consolidated
total assets of approximately $2.73 billion and total stockholders' equity of
approximately $153.6 million. The Company owns all of the outstanding capital
stock of BankAtlantic. BFC Financial Corporation ("BFC"), which is controlled
by the Chairman and Vice Chairman of the Company, owned at June 30, 1997
4,876,124 shares or approximately 46% of the Company's issued and outstanding
Class B Common Stock and 4,287,712 shares or approximately 36% of the Company's
issued and outstanding Class A Common Stock.
BankAtlantic is a federally-chartered, federally-insured savings bank
organized in 1952, which provides traditional retail banking services and a
full range of commercial banking products and related financial services. The
principal business of BankAtlantic is attracting checking and savings deposits
from the public and general business customers and using these deposits to
originate commercial real estate and business loans, residential real estate
loans and consumer loans, to purchase wholesale residential loans from third
parties and to make other permitted investments including investments in
mortgage-backed securities, tax certificates and other investment securities.
BankAtlantic operates through 62 branch offices located primarily in Dade,
Broward and Palm Beach Counties in South Florida. As reported by an independent
statistical reporting service, BankAtlantic is currently the largest
independent savings bank headquartered in the State of Florida and second in
size among all independent financial institutions headquartered in the State of
Florida based on deposits at March 31, 1997, the most recent date utilized by
such reporting service. The rapid pace of consolidation among Florida's
depository institutions has been reflected in the acquisition of many local
competitors by out-of-state institutions, which has resulted in many cases, in
remote decision making on larger loans. BankAtlantic considers itself to be a
community bank, able to compete against regional and super regional
institutions by offering personalized service and fast decision making.
Further, the Company believes that this rapid consolidation, including the
recent announcement by NationsBank Corporation of its acquisition of Barnett
Banks, Inc., the largest financial institution headquartered in Florida, will
result in additional opportunities for the Company. Such opportunities include
the potential for new and expanded customer relationships as well as the
opportunity to acquire bank branches from NationsBank which are expected to be
divested by NationsBank as part of its announced integration of the combined
operations.
BankAtlantic's deposit accounts are insured by the Federal Deposit
Insurance Corporation (the "FDIC") primarily through the Savings Association
Insurance Fund (the "SAIF"), with a small portion insured through the Bank
Insurance Fund ("BIF"), both of which are administered by the FDIC.
BankAtlantic is regulated and examined by the Office of Thrift Supervision (the
"OTS") and the FDIC. Such regulation is intended for the protection of
depositors.
4
<PAGE>
OPERATING STRATEGY
The Company's business strategy entails (i) emphasizing commercial real
estate and business loan and consumer loan originations; (ii) focusing on
non-interest income; (iii) promoting transaction, non-interest bearing and
escrow accounts; (iv) improving market penetration through de novo branching
and acquisitions; and (v) increasing the range of banking services. While
pursuing this strategy, management remains committed to maintaining asset
quality, managing interest rate risk and enhancing profitability.
The Company's business strategy has produced the following results:
/bullet/ PROFITABILITY--Implementation of the business strategy,
complemented in recent periods by improving economic conditions and
relatively lower market interest rates, has resulted in net income of
$19.0 million, $18.4 million and $16.8 million for the years ended
December 31, 1996, 1995 and 1994, respectively, and net income of $13.2
million for the six month period ended June 30, 1997. Return on average
assets, excluding a $7.2 million pre-tax charge in 1996 relating to the
SAIF one-time special assessment, was 1.16%, 1.07% and 1.17% for the years
ended December 31, 1996, 1995 and 1994, respectively, and 0.98% for the
six month period ended June 30, 1997.
/bullet/ ENHANCED DELIVERY SYSTEM--BankAtlantic has enhanced its delivery
system by establishing 32 drive-through facilities, 238 ATMs (including 14
located on cruise ships) and 62 full service branches with 11 located in
Walmart Super Center Stores. In order to enhance its presence in Dade
County, Florida, in February 1995, BankAtlantic acquired MegaBank, a Miami
based commercial bank with five branches and approximately $120 million in
deposits. During 1997, BankAtlantic opened three branches in Dade County
with two additional branches scheduled to open during the fourth quarter
of 1997. In October 1996, in an effort to strengthen its market presence
in Broward County, Florida, its primary market, BankAtlantic acquired Bank
of North America ("BNA"). BNA had approximately $470 million of deposits
and provided BankAtlantic with eight branches, six of which are located in
Broward County. BankAtlantic plans to continue to expand its market
presence through de novo branching, by increasing the number of its ATMs
and drive-through facilities and through acquisitions.
/bullet/ NON-INTEREST INCOME--With a focus on reducing dependence on net
interest income, BankAtlantic has expanded its sources and amounts of fee
income, which is generated primarily through its commercial banking
services, loan servicing function, on-going sales of servicing rights,
ATM's and transaction accounts. Transaction account and ATM fees increased
from $6.4 million in 1994 to $12.5 million during 1996. In August 1997,
the Company announced its desire to diversify its sources of non-interest
income by pursuing investments in real estate, real estate development and
real estate related businesses. See "Risk Factors--Broad Acquisition
Authority" and "--Real Estate Development Activities."
/bullet/ LOW COST ACCOUNTS--Management has focused on attracting
transaction, non-interest bearing and escrow accounts, which carry a lower
cost, generate service fee income and generally represent a more stable
source of funds than higher rate certificate accounts. At June 30, 1997,
transaction accounts represented 51% of total deposits. BankAtlantic
emphasizes such accounts through its full service branch network which
offer a full range of accounts and services. The flow of deposits,
however, is and will continue to be significantly influenced by economic
conditions, prevailing market interest rates and competition.
/bullet/ LOAN PORTFOLIO DIVERSIFICATION--BankAtlantic emphasizes the
origination of shorter-term and variable interest rate consumer loans and
commercial business and real estate loans (including commercial
construction loans), which, although involving greater credit risk, are
generally
5
<PAGE>
higher yielding than residential loans, have shorter terms and typically
have adjustable interest rates. Since December 31, 1992, such loans have
increased from $203 million to $841 million at June 30, 1997. In addition,
during 1996, BankAtlantic purchased $465.9 million of wholesale
residential mortgage loans secured by property throughout the United
States and during the first six months of 1997, purchased $216 million of
such loans. The purchase of such loans is an alternative to concentrating
funds in investment securities and is an incremental profit strategy.
THE OFFERING
COMMON STOCK
Common Stock Offered ...... 3,000,000 shares of Class A Common Stock
(3,450,000 shares if the Underwriters'
over-allotment option is exercised in full).
Common Stock to be outstanding
after the Offering:
Class A Common Stock(1) ... 14,597,914 shares
Class B Common Stock(2) ... 10,677,778 shares
Voting Rights ............... Holders of Class A Common Stock have no
voting rights, except as may be required by
Florida law. Holders of Class B Common Stock
have one vote per share. See "Description of
Capital Stock--Voting Rights."
Dividends .................. Holders of Class A Common Stock are entitled
to receive cash dividends equal to at least
110% of any cash dividends declared and paid on
Class B Common Stock. Non-cash distributions on
Class A Common Stock must be identical to those
declared and issued on Class B Common Stock,
except that a distribution to holders of Class
A Common Stock may be declared and issued in
Class A Common Stock while a distribution to
holders of Class B Common Stock may be declared
and issued in either Class A Common Stock or
Class B Common Stock. See "Description of
Capital Stock--Dividends and Other
Distributions."
Use of Proceeds ............ The net proceeds will be contributed by the
Company as capital to BankAtlantic where it
will be used to support BankAtlantic's growth,
both internal and via acquisitions, including
those expected to result from the continuing
consolidation of the Florida banking market.
See "Use of Proceeds."
Ticker Symbols:
Class A Common Stock ...... BBX (NYSE)
Class B Common Stock ...... BANC (Nasdaq National Market)
- ----------------
(1) Does not include an aggregate of 7,083,264 shares of Class A Common Stock
issuable upon conversion of the 63/4% Convertible Debentures or upon
exercise of currently exercisable stock options and does not include the
shares of Class A Common Stock issuable upon conversion of the Debentures
offered hereby.
(2) Does not include an aggregate of 422,539 shares of Class B Common Stock
issuable upon exercise of currently exercisable stock options and
warrants.
6
<PAGE>
DEBENTURES
Securities Offered ......... $100,000,000 in principal amount of 5.625%
Convertible Subordinated Debentures due 2007.
Use of Proceeds ............ The net proceeds will be contributed by the
Company as capital to BankAtlantic where it
will be used to support BankAtlantic's growth,
both internal and via acquisitions, including
those expected to result from the continuing
consolidation of the Florida banking market.
See "Use of Proceeds."
Convertibility ............ Convertible into Class A Common Stock at any
time prior to maturity or redemption at $16.18
per share, subject to adjustment in certain
circumstances.
Interest Payment Dates ...... June 1 and December 1, commencing June 1,
1998
Maturity Date ............... December 1, 2007
Optional Redemption ......... The Debentures are redeemable at any time on or
after December 1, 2000, in whole or in part, at
the option of the Company on not less than 30
days notice, at fixed redemption prices as set
forth herein, together with accrued interest to
the date fixed for redemption. Payment of
principal and interest on the Debentures may be
accelerated in the case of certain events of
default. See "Description of the Debentures."
Subordination ............... The payment of principal and premium, if any,
and interest on the Debentures is subordinated
to all existing and future Senior Indebtedness.
Senior Indebtedness is defined as any
indebtedness or liability of the Company,
whether existing on or created or incurred
after the date of issuance of the Debentures,
which is not expressly by its terms subordinate
or pari passu in right of payment to the
Debentures. The Company currently has no Senior
Indebtedness. The Debentures will rank PARI
PASSU with the Company's outstanding $21.0
million principal amount of 9% Debentures and
$57.3 million principal amount of 6-3/4%
Convertible Debentures as of June 30, 1997. The
Indenture does not limit the incurrence of
indebtedness, including Senior Indebtedness, by
the Company and its subsidiaries. See
"Description of the Debentures--Subordination."
Certain Restrictions ...... The Indenture, among its other provisions,
restricts the ability of the Company to pay
dividends on, or purchase, redeem or acquire
its capital stock or return any capital or
distribute any assets to holders of capital
stock as such, if at the time of such dividend
declaration or date of any such redemption,
purchase, payment or distribution, the Company
is in default in the payment of interest on the
7
<PAGE>
Debentures or an Event of Default has
occurred. The Indenture also prohibits the
Company from consolidating or merging with
another entity unless: (i) such other entity
assumes the Company's obligations under the
Indenture, (ii) immediately after such merger
or consolidation takes effect, the Company
will not be in Default (as defined herein)
under the Indenture, and (iii) the Company has
delivered to the Indenture trustee an
appropriate opinion of counsel. The Indenture
does not prohibit or restrict the Company from
selling additional shares of capital stock or
other debt securities nor from pledging
BankAtlantic's capital stock. Further,
BankAtlantic is not restricted from issuing
any shares of BankAtlantic's capital stock or
other debt securities. See "Description of the
Debentures--Restrictions on Dividends and
Other Distributions."
Events of Default ......... Events of default include: (i) the failure by
the Company to pay principal of or premium, if
any, on the Debentures at maturity or upon
redemption, (ii) the failure by the Company to
pay interest on any of the Debentures and such
failure continues for a period of 30 days,
(iii) the failure by the Company to comply with
any of its other agreements or covenants in, or
provisions of, the Indenture and such default
continues for a period of 60 days after receipt
of notice of such failure and (iv) certain
events of bankruptcy, insolvency or
reorganization of the Company. See "Description
of the Debentures."
Trustee ..................... First Trust National Association
Nasdaq SmallCap Market
Symbol ..................... BANCH
RISK FACTORS
Before making an investment decision, prospective investors should
consider all of the information contained in this Prospectus. In particular,
prospective investors should evaluate the factors discussed under "Risk
Factors," including, but not limited to, the economic and business risks
associated with economic conditions in South Florida and the Company's
investment and loan portfolio in particular, the potential adverse impact on
the Company's operations and profitability of changes in interest rates and
future legislation, the highly competitive nature of the Company's business,
the Company's recent rapid growth and increased operating expenses, the
Company's broad acquisition authority and its announced desire to engage in
real estate development activities and regulatory limitations on BankAtlantic's
ability to pay dividends.
8
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
OF BANKATLANTIC BANCORP, INC.
<TABLE>
<CAPTION>
AT OR FOR THE
SIX MONTHS
ENDED JUNE 30,
-------------------------------------------------
1997 1996
------------------------ ------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C>
OPERATING RESULTS:
Net interest income ....................................... $ 47,934 $ 34,134
Provision for loan losses ................................. 5,162 2,395
----------- -----------
Net interest income after provision for loan losses ...... 42,772 31,739
----------- -----------
Non-interest income ....................................... 18,658 13,548
----------- -----------
Non-interest expenses ....................................... 39,843 28,200
----------- -----------
Income before income taxes and extraordinary item ......... 21,587 17,087
Provision for income taxes ................................. 8,425 6,828
----------- -----------
Income before extraordinary item ........................... 13,162 10,259
Extraordinary item net of taxes ........................... 0 0
----------- -----------
Net income ................................................ 13,162 10,259
----------- -----------
Total dividends on non-cumulative preferred stock ......... 0 0
----------- -----------
Net income available for common shares ..................... $ 13,162 $ 10,259
=========== ===========
Net income per common and common equivalent share ......... $ 0.54 $ 0.44
=========== ===========
Net income per common and common equivalent share
assuming full dilution .................................... $ 0.46 $ 0.44
=========== ===========
Book value per common share .............................. $ 6.83 $ 6.07
=========== ===========
Tangible book value per share .............................. $ 5.60 $ 5.61
=========== ===========
BALANCE SHEET DATA:
Total assets ............................................. $ 2,730,474 $ 1,975,287
Loans receivable-net ....................................... 1,933,980 1,107,497
Debt securities available for sale ........................ 449,422 600,094
Investment and trading account securities, net ............ 68,587 80,187
Mortgage servicing rights ................................. 30,941 29,838
Cost over fair value of net assets acquired and
other intangibles ....................................... 27,692 10,768
Deposits ................................................... 1,768,087 1,361,992
Guaranteed preferred beneficial interests in the Company's
Junior Subordinated Debentures ........................... 74,750 0
Subordinated debentures, capital notes and note payable ... 78,300 21,000
Total stockholders' equity ................................. 153,575 141,651
PERFORMANCE RATIOS:
Net interest spread (during period) ........................ 3.54% 3.91%
Interest rate margin (during period) ..................... 3.85 4.30
Average equity to average assets ........................... 5.71 7.49
Return on average equity** ................................. 17.19 15.91
Return on average assets** ................................. 0.98 1.19
Efficiency ratio** ....................................... 59.83 59.14
Net loan charge-offs as a percent of average
outstanding loans--annualized ........................... 0.40 0.49
NON-PERFORMING ASSETS AS A PERCENT OF:
Total loans, tax certificates and real estate owned ...... 1.23 1.37
Total assets ............................................. 0.92 0.84
Allowances for loan losses and tax certificates as a percent
of non-performing assets ................................. 110.59 120.54
RATIO OF EARNINGS TO FIXED CHARGES:
Including interest on deposits ........................... 1.39 1.55
Excluding interest on deposits ........................... 2.02 3.57
<CAPTION>
AT OR FOR THE YEARS ENDED DECEMBER 31,
--------------------------------------
1996
---------------------------------
<S> <C>
OPERATING RESULTS:
Net interest income ....................................... $ 75,600
Provision for loan losses ................................. 5,844
------------
Net interest income after provision for loan losses ...... 69,756
------------
Non-interest income ....................................... 33,737
------------
Non-interest expenses ....................................... 72,241(B)
------------
Income before income taxes and extraordinary item ......... 31,252
Provision for income taxes ................................. 12,241
------------
Income before extraordinary item ........................... 19,011
Extraordinary item net of taxes ........................... 0
------------
Net income ................................................ 19,011
------------
Total dividends on non-cumulative preferred stock ......... 0
------------
Net income available for common shares ..................... $ 19,011
============
Net income per common and common equivalent share ......... $ 0.81
============
Net income per common and common equivalent share
assuming full dilution .................................... $ 0.74
============
Book value per common share .............................. $ 6.44
============
Tangible book value per share .............................. $ 5.17
============
BALANCE SHEET DATA:
Total assets ............................................. $ 2,605,527
Loans receivable-net ....................................... 1,824,856
Debt securities available for sale ........................ 439,345
Investment and trading account securities, net ............ 54,511
Mortgage servicing rights ................................. 25,002
Cost over fair value of net assets acquired and
other intangibles ....................................... 29,008
Deposits ................................................... 1,832,780
Guaranteed preferred beneficial interests in the Company's
Junior Subordinated Debentures ........................... 0
Subordinated debentures, capital notes and note payable ... 78,500
Total stockholders' equity ................................. 147,704
PERFORMANCE RATIOS:
Net interest spread (during period) ........................ 3.76%
Interest rate margin (during period) ..................... 4.08
Average equity to average assets ........................... 6.70
Return on average equity** ................................. 14.08
Return on average assets** ................................. 0.94
Efficiency ratio** ....................................... 59.52
Net loan charge-offs as a percent of average
outstanding loans--annualized ........................... 0.47
NON-PERFORMING ASSETS AS A PERCENT OF:
Total loans, tax certificates and real estate owned ...... 1.26
Total assets ............................................. 0.93
Allowances for loan losses and tax certificates as a percent
of non-performing assets ................................. 112.79
RATIO OF EARNINGS TO FIXED CHARGES:
Including interest on deposits ........................... 1.40
Excluding interest on deposits ........................... 2.34
<CAPTION>
AT OR FOR THE YEARS ENDED DECEMBER 31,
---------------------------------------------------------------
1995 1994
------------------------------------ --------------------------
<S> <C> <C>
OPERATING RESULTS:
Net interest income ....................................... $ 64,391 $ 57,118
Provision for loan losses ................................. 4,182 2,299
----------- ------------
Net interest income after provision for loan losses ...... 60,209 54,819
----------- ------------
Non-interest income ....................................... 19,388 13,763
----------- ------------
Non-interest expenses ....................................... 51,160 42,085
----------- ------------
Income before income taxes and extraordinary item ......... 28,437 26,497
Provision for income taxes ................................. 10,018 9,662
----------- ------------
Income before extraordinary item ........................... 18,419 16,835
Extraordinary item net of taxes ........................... 0 0
----------- ------------
Net income ................................................ 18,419 16,835
----------- ------------
Total dividends on non-cumulative preferred stock ......... 2,030 (A) 880
----------- ------------
Net income available for common shares ..................... $ 16,389 $ 15,955
=========== ============
Net income per common and common equivalent share ......... $ 0.78 (A) $ 0.78
=========== ============
Net income per common and common equivalent share
assuming full dilution .................................... $ 0.77(A) $ 0.78
=========== ============
Book value per common share .............................. $ 5.82 $ 4.90
=========== ============
Tangible book value per share .............................. $ 5.27 $ 4.90
=========== ============
BALANCE SHEET DATA:
Total assets ............................................. $ 1,750,689 $ 1,539,653
Loans receivable-net ....................................... 828,630 546,396
Debt securities available for sale ........................ 691,803 53,969
Investment and trading account securities, net ............ 49,856 211,776
Mortgage servicing rights ................................. 20,738 20,584
Cost over fair value of net assets acquired and
other intangibles ....................................... 11,521 0
Deposits ................................................... 1,300,377 1,085,782
Guaranteed preferred beneficial interests in the Company's
Junior Subordinated Debentures ........................... 0 0
Subordinated debentures, capital notes and note payable ... 21,001 0
Total stockholders' equity ................................. 120,561 105,520
PERFORMANCE RATIOS:
Net interest spread (during period) ........................ 3.65% 4.07%
Interest rate margin (during period) ..................... 4.04 4.32
Average equity to average assets ........................... 6.66 6.86
Return on average equity** ................................. 16.03 17.07
Return on average assets** ................................. 1.07 1.17
Efficiency ratio** ....................................... 61.07 59.37
Net loan charge-offs as a percent of average
outstanding loans--annualized ........................... 0.45 0.59
NON-PERFORMING ASSETS AS A PERCENT OF:
Total loans, tax certificates and real estate owned ...... 2.37 3.66
Total assets ............................................. 1.23 1.51
Allowances for loan losses and tax certificates as a percent
of non-performing assets ................................. 96.06 82.86
RATIO OF EARNINGS TO FIXED CHARGES:
Including interest on deposits ........................... 1.43 1.63
Excluding interest on deposits ........................... 2.41 3.50
<CAPTION>
AT OR FOR THE YEARS ENDED DECEMBER 31,
----------------------------------------------------
1993 1992
-------------------------- -------------------------
<S> <C> <C>
OPERATING RESULTS:
Net interest income ....................................... $ 58,516 $ 60,909
Provision for loan losses ................................. 3,450 6,650
------------ ------------
Net interest income after provision for loan losses ...... 55,066 54,259
------------ ------------
Non-interest income ....................................... 11,638 17,051
------------ ------------
Non-interest expenses ....................................... 43,533 46,817
------------ ------------
Income before income taxes and extraordinary item ......... 23,171 24,493
Provision for income taxes ................................. 7,093 9,201
------------ ------------
Income before extraordinary item ........................... 16,078 15,292
Extraordinary item net of taxes ........................... 0 756
------------ ------------
Net income ................................................ 16,078 16,048
------------ ------------
Total dividends on non-cumulative preferred stock ......... 880 880
------------ ------------
Net income available for common shares ..................... $ 15,198 $ 15,168
============ ============
Net income per common and common equivalent share ......... $ 0.82 $ 1.06
============ ============
Net income per common and common equivalent share
assuming full dilution .................................... $ 0.82 $ 0.92
============ ============
Book value per common share .............................. $ 4.16 $ 4.05
============ ============
Tangible book value per share .............................. $ 4.16 $ 4.02
============ ============
BALANCE SHEET DATA:
Total assets ............................................. $ 1,359,195 $ 1,303,071
Loans receivable-net ....................................... 485,956 556,662
Debt securities available for sale ........................ 83,116 137,963
Investment and trading account securities, net ............ 97,701 120,424
Mortgage servicing rights ................................. 19,833 7,655
Cost over fair value of net assets acquired and
other intangibles ....................................... 0 0
Deposits ................................................... 1,076,360 1,108,115
Guaranteed preferred beneficial interests in the Company's
Junior Subordinated Debentures ........................... 0 0
Subordinated debentures, capital notes and note payable ... 0 9,524
Total stockholders' equity ................................. 90,652 66,165
PERFORMANCE RATIOS:
Net interest spread (during period) ........................ 4.67% 4.60%
Interest rate margin (during period) ..................... 4.90 4.78
Average equity to average assets ........................... 5.85 4.07
Return on average equity** ................................. 21.32 27.09
Return on average assets** ................................. 1.25 1.10
Efficiency ratio** ....................................... 62.03 60.22
Net loan charge-offs as a percent of average
outstanding loans--annualized ........................... 0.56 0.60
NON-PERFORMING ASSETS AS A PERCENT OF:
Total loans, tax certificates and real estate owned ...... 3.34 3.80
Total assets ............................................. 1.47 2.07
Allowances for loan losses and tax certificates as a percent
of non-performing assets ................................. 99.90 66.88
RATIO OF EARNINGS TO FIXED CHARGES:
Including interest on deposits ........................... 1.63 1.43
Excluding interest on deposits ........................... 5.67 3.62
</TABLE>
- ----------------
(A) The excess of the redemption price above the recorded amount of preferred
stock is considered a preferred stock dividend. The impact of the October
1995 preferred stock redemption for the year ended December 31, 1995 was a
reduction of $0.06 for primary and fully diluted earnings per share.
(B) Includes the $7.2 million SAIF one-time special assessment.
** Excludes the effect of the SAIF one-time special assessment of $7.2 million
during the year ended December 31, 1996.
9
<PAGE>
RECENT DEVELOPMENTS
For the quarter ended September 30, 1997, the Company reported net income
of $6.4 million, or $0.23 fully diluted earnings per common share, compared to
net income of $1.1 million, or $0.04 fully diluted earnings per share, for the
comparable period in 1996, which included a SAIF one-time special assessment
resulting in a pre-tax charge of $7.2 million which reduced net income by $4.4
million or $0.18 fully diluted earnings per common share.
For the nine months ended September 30, 1997, the Company's earnings were
$19.6 million, or $0.68 fully diluted earnings per common share, compared to
$11.4 million, or $0.46 fully diluted earnings per common share for the nine
months ended September 30, 1996. The SAIF one-time special assessment noted
above reduced fully diluted earnings per common share by $0.17 during the 1996
period.
For the three months ended September 30, 1997, the Company's net interest
income after provision for loan losses increased to $20.2 million, compared to
$17.0 million for the comparable period in 1996. This increase reflects the
impact of the fourth quarter 1996 acquisition of Bank of North America,
increased loan originations and significant purchases of wholesale residential
loans. The Company's non-interest income for third quarter 1997 increased 54%
to $11.3 million, compared to $7.3 million in the same quarter of 1996.
Contributing factors were increased transaction fees, gains on the sales of
loans available for sale, trading account gains and losses, sales of securities
available for sale and gains on sales of property and equipment. Non-interest
expenses for the recent quarter were $20.9 million, compared to $22.4 million
in the same period of 1996. The 1996 period included the $7.2 million one time
SAIF special assessment. Employee compensation and benefits and occupancy and
equipment costs increased $2.6 million and $1.8 million, respectively, in the
third quarter of 1997 compared to the 1996 third quarter, primarily due to the
October 1996 acquisition of Bank of North America, the opening of new branch
offices and the fourth quarter 1996 transfer of a substantial portion of its
data processing functions to an outside service bureau. The increases in
employee compensation and benefits and occupancy and equipment costs of $7.0
million and $5.1 million, respectively, for the nine months ended September 30,
1997 compared to the comparable 1996 period were also the result of the above
factors.
Stockholders' equity increased to $156.6 million at September 30, 1997,
compared to $139.7 million at September 30, 1996.
<TABLE>
<CAPTION>
AT SEPTEMBER 30,
1997
-----------------------
(DOLLARS IN THOUSANDS)
<S> <C>
BALANCE SHEET DATA:
Total assets ............................................................... $ 2,844,996
Loans receivable--net ...................................................... 1,963,227
Securities available for sale ............................................. 495,093
Investment and trading account securities, net .............................. 64,190
Mortgage servicing rights ................................................... 31,952
Cost over fair value of net assets acquired ................................. 26,815
Deposits .................................................................. 1,763,373
Guaranteed preferred beneficial interests in the Company's Junior Subordinated
Debentures ............................................................... 74,750
Subordinated debentures ................................................... 78,300
Total stockholders' equity ................................................ 156,558
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
AT OR FOR THE
THREE MONTHS ENDED
SEPTEMBER 30,
-----------------------------------------
1997 1996
------------------- ---------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C>
OPERATING RESULTS:
Net interest income ........................... $ 23,826 $ 18,911
Provision for loan losses ..................... 3,671 1,869
-------- ------------
Net interest income after provision
for loan losses ........................... 20,155 17,042
-------- ------------
Non-interest income ........................... 11,273 7,307
-------- ------------
Non-interest expenses ........................ 20,901 22,372(A)
-------- ------------
Income before income taxes .................. 10,527 1,977
Provision for income taxes .................. 4,098 886
-------- ------------
Net income available for common shares ...... $ 6,429 $ 1,091
======== ============
Net income per common and common
equivalent share ........................... $ 0.27 $ 0.05
======== ============
Net income per common and common equivalent
share assuming full dilution ............... $ 0.23 $ 0.04
======== ============
Book value per common share .................. $ 7.03 $ 6.07
======== ============
Tangible book value per share ............... $ 5.82 $ 5.62
======== ============
PERFORMANCE RATIOS:
Net interest spread (during period) ......... 3.41% 3.94%
Interest rate margin (during period) ......... 3.76 4.36
Average equity to average assets ............ 5.53 7.01
Return on average equity ** .................. 16.78 15.41
Return on average assets ** .................. 0.93 1.08
Efficiency ratio ** ........................... 59.55 58.02
Net loan charge-offs as a percent of average
outstanding loans--annualized ............... 0.51 0.52
NON-PERFORMING ASSETS AS A PERCENT OF:
Total loans, tax certificates and real
estate owned ................................. 1.09 1.17
Total assets ................................. 0.79 0.73
<CAPTION>
AT OR FOR THE
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------------------------
1997 1996
--------------------- ------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C>
OPERATING RESULTS:
Net interest income ........................... $ 71,760 $ 53,045
Provision for loan losses ..................... 8,833 4,264
--------- ------------
Net interest income after provision
for loan losses ........................... 62,927 48,781
--------- ------------
Non-interest income ........................... 29,931 20,855
--------- ------------
Non-interest expenses ........................ 60,744 50,572(A)
--------- ------------
Income before income taxes .................. 32,114 19,064
Provision for income taxes .................. 12,523 7,714
--------- ------------
Net income available for common shares ...... $ 19,591 $ 11,350
========= ============
Net income per common and common
equivalent share ........................... $ 0.81 $ 0.48
========= ============
Net income per common and common equivalent
share assuming full dilution ............... $ 0.68 $ 0.46
========= ============
Book value per common share .................. $ 7.03 $ 6.07
========= ============
Tangible book value per share ............... $ 5.82 $ 5.62
========= ============
PERFORMANCE RATIOS:
Net interest spread (during period) ......... 3.48% 3.82%
Interest rate margin (during period) ......... 3.81 4.22
Average equity to average assets ............ 5.62 7.20
Return on average equity ** .................. 17.13 15.97
Return on average assets ** .................. 0.96 1.15
Efficiency ratio ** ........................... 59.73 58.74
Net loan charge-offs as a percent of average
outstanding loans--annualized ............... 0.43 0.50
NON-PERFORMING ASSETS AS A PERCENT OF:
Total loans, tax certificates and real
estate owned ................................. 1.09 1.17
Total assets ................................. 0.79 0.73
</TABLE>
- ----------------
(A) Includes the $7.2 million SAIF one-time special assessment.
** Excludes the effect of the SAIF one-time special assessment of $7.2 million
during the three and nine months ended September 30, 1996.
11
<PAGE>
RISK FACTORS
An investment in the Class A Common Stock or the Debentures involves a
high degree of risk. Prospective investors should carefully consider, together
with the other information contained and incorporated by reference in this
Prospectus, the following factors in evaluating the Company and its business
before purchasing the Class A Common Stock or the Debentures offered hereby.
Prospective investors should note, in particular, that this Prospectus contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that involve
substantial risks and uncertainties. When used in this Prospectus, or in the
documents incorporated by reference herein, the words "anticipate", "believe",
"estimate", "may", "intend" and "expect" and similar expressions identify
certain of such forward-looking statements. Actual results, performance or
achievements could differ materially from those contemplated, expressed or
implied by the forward-looking statements contained herein. The considerations
listed below represent certain important factors the Company believes could
cause such results to differ. These considerations are not intended to
represent a complete list of the general or specific risks that may affect the
Company. It should be recognized that other risks, including general economic
factors and expansion and acquisition strategies, may be significant, presently
or in the future, and the risks set forth below may affect the Company to a
greater extent than indicated.
SOURCES OF PAYMENTS TO HOLDERS OF DEBENTURES; ABILITY TO PAY DIVIDENDS;
POSSIBLE ISSUANCE OF ADDITIONAL SECURITIES
Although the Company holds all of the outstanding capital stock of
BankAtlantic, the Company is a legal entity separate and distinct from
BankAtlantic. The ability of the Company to pay the interest on and principal
of the Debentures and to pay dividends on the Class A Common Stock, including
any Class A Common Stock issued upon conversion of any Debentures, will be
significantly dependent on the ability of BankAtlantic to pay dividends to the
Company in amounts sufficient to service the Company's obligations, including
its obligation to pay interest semi-annually on its outstanding 9% Debentures
and the 6-3/4% Convertible Debentures and to make any other payments with
respect to securities issued by the Company in the future which are pari passu
or have a preference over the Debentures or the Class A Common Stock, as
applicable, with respect to the payment of principal, interest or dividends.
There is no restriction on the ability of the Company to issue securities which
are pari passu or have a preference over the Debentures or the Class A Common
Stock nor is there any restriction on the ability of BankAtlantic to issue
additional capital stock or incur additional indebtedness. The Company also has
outstanding 9-1/2% Junior Subordinated Debentures due 2027 (the "9-1/2% Junior
Subordinated Debentures") which were issued in April 1997 in connection with a
$74.75 million offering of 9-1/2% Cumulative Trust Preferred Securities by a
wholly owned subsidiary of the Company. The 9-1/2% Junior Subordinated
Debentures are junior in right of payment to the Debentures offered herein. As
of June 30, 1997, the Company had not yet invested all of the proceeds of the
April 1997 offering.
BankAtlantic's ability to pay dividends or make other capital
distributions to the Company is governed by OTS regulations and is based on
BankAtlantic's regulatory capital levels and net income. Under these
regulations, "capital distributions" are defined as cash dividends, payments by
a savings association to repurchase or otherwise acquire its shares, payments
to shareholders of another entity in a cash-out merger, and other distributions
charged against capital. An institution that has regulatory capital that is at
least equal to its fully phased-in capital requirements (both before and after
giving effect to the distribution), and that has not been notified that it "is
in need of more than normal supervision" is a Tier 1 association. Upon prior
notice to, and non-objection by, the OTS, a Tier 1 association is permitted to
make capital distributions during a calendar year of up to the greater of (i)
100% of net income for the current calendar year, plus 50% of its capital
surplus ("surplus" being the amount of capital in excess of its fully phased-in
capital requirements) or (ii) 75% of its net income over the most recent four
quarters. Any additional capital distributions would require prior regulatory
approval. As of June 30, 1997, BankAtlantic's capital exceeded its fully
phased-in capital requirements
12
<PAGE>
by approximately $59.6 million and BankAtlantic qualified as a Tier 1
association under applicable OTS regulations. There is no assurance, however,
that BankAtlantic will remain a Tier 1 association or that it will be in a
position to make capital distributions to the Company in an amount sufficient
for the Company to service the Debentures or to pay dividends on the Class A
Common Stock. Additionally, all capital distributions of BankAtlantic are
subject to the OTS' right to object to a distribution on safety and soundness
grounds.
SUBORDINATION
The Debentures are subordinated to all Senior Indebtedness of the Company.
Senior Indebtedness is generally defined as any indebtedness of the Company,
whether existing on or created or incurred after the date of issuance of the
Debentures, which is not expressly by its terms subordinate or pari passu in
right of payment to the Debentures. The Debentures rank pari passu in right of
payment to the Company's outstanding 9% Debentures and the 6-3/4% Convertible
Debentures. Only the 9-1/2% Junior Subordinated Debentures and the capital stock
of the Company are currently junior in right of payment to the Debentures. As
of June 30, 1997, the Company had no Senior Indebtedness and had outstanding
$21 million in principal amount of 9% Debentures and $57.3 million in principal
amount of 6-3/4% Convertible Debentures ranking on a par with the Debentures.
The Indenture does not limit the incurrence of additional indebtedness by the
Company, including Senior Indebtedness, or of additional indebtedness by
BankAtlantic or other subsidiaries.
The Debentures will be obligations of the Company only, are not
obligations of or deposits in BankAtlantic and are not insured by any
government agency. Because the Company is a holding company, its rights and the
rights of its creditors, including the holders of the Debentures, to
participate in any distribution of the assets of a subsidiary, including
BankAtlantic (either as a shareholder or as a creditor), upon a liquidation,
reorganization or insolvency of such subsidiary (and the consequent right of
the holders of the Debentures to participate in those assets) will be subject
to the claims of the creditors of the subsidiary (including depositors in
BankAtlantic). If the Company is a creditor of a subsidiary, the claims of the
Company would be subject to any prior security interest in the assets of the
subsidiary and any indebtedness of the subsidiary senior to that of the
Company. At June 30, 1997 the Company had approximately $2.58 billion of
liabilities (including $1.77 billion of deposits) and indebtedness outstanding
and stockholders' equity of approximately $153.6 million.
LIMITED COVENANTS
The covenants in the Indenture are limited and do not protect holders of
Debentures in the event of a material adverse change in the Company's financial
condition or results of operations. Additionally, as more fully described in
"Description of the Debentures," payment of principal of the Debentures can
only be accelerated upon a default in the payment of principal, premium, if
any, or interest, a default in the performance of any of the covenants or
agreements in the Indenture or upon certain events of bankruptcy, insolvency or
reorganization of the Company. Neither the Debentures nor the Indenture contain
any provisions which will restrict the Company from incurring, assuming or
becoming liable with respect to any indebtedness or other obligations, whether
secured or unsecured. Neither the Debentures nor the Indenture contain any
financial ratios or specified levels of liquidity to which the Company must
adhere. In addition, neither the Debentures nor the Indenture contain any
provision which requires the Company to repurchase, redeem or modify the terms
of the Debentures upon a change in control or other events involving the
Company which may adversely affect the creditworthiness of the Debentures.
Therefore, neither the covenants nor the other provisions of the Indenture
should be a significant factor in evaluating whether the Company will be able
to comply or will comply with its obligations under the Debentures. See
"Description of the Debentures."
ABSENCE OF PUBLIC MARKET FOR DEBENTURES
Prior to the Offering, there has been no public market for the Debentures.
Although the Debentures have been approved for quotation on the Nasdaq SmallCap
Market, there is no assurance
13
<PAGE>
that the Debentures will remain approved for listing, that any active trading
market therefor will develop, or, if any such market develops, that it will be
sustained. Accordingly, holders of Debentures may experience difficulty in
reselling them or may be unable to sell them at all. Additionally, since the
prices of securities generally fluctuate, there can be no assurance that
purchasers in this Offering will be able to sell the Debentures at or above the
purchase price.
LACK OF VOTING RIGHTS OF CLASS A COMMON STOCK; VOTING CONTROL
Holders of the Class B Common Stock currently possess all voting power of
the Company. Holders of the Class A Common Stock will have no right to vote in
connection with the election of the directors of the Company or any other
matter except as provided by Florida law. BFC, which currently owns 4,876,124
shares or approximately 46% of the Company's issued and outstanding Class B
Common Stock, is in a position to significantly influence the policies and
management of the Company and effectively elect a majority of the Company's
Board of Directors. Additionally, Alan B. Levan, the Chairman of the Board and
Chief Executive Officer of the Company and BankAtlantic and John E. Abdo, a
director of the Company and the Vice-Chairman of the Board and Chairman of the
Executive Committee of BankAtlantic, beneficially own approximately 46% and 16%
of the shares of BFC, respectively.
LOAN PORTFOLIO CONSIDERATIONS
Loans receivable, net at BankAtlantic increased by approximately $1.1
billion or 133.4% at June 30, 1997, from December 31, 1995. All components of
lending increased in 1996 and the first six months of 1997 due to approximately
$395.0 million of loans acquired in connection with the BNA acquisition, $682.1
million of wholesale residential loan purchases and an increase in loan
fundings associated with residential real estate, construction and development
and consumer loans of $111.0 million during 1996 and $20.2 million during the
first six months of 1997 compared to comparable periods in 1995. Commercial
real estate and construction loans at BankAtlantic increased by approximately
$239.7 million or 50.7% at June 30, 1997 from December 31, 1995. With respect
to development and construction loans, the underlying real estate projects may
be in the early stages of development. Further, these loans are concentrated in
Broward, Dade and Palm Beach Counties, Florida. Recent increases in funding
availability from competitors for commercial real estate projects could result
in over building and a decline in real estate values. A decline in the real
estate market, or in economic conditions in general, in Broward, Dade and Palm
Beach counties could have a material adverse effect on BankAtlantic's financial
condition and results of operations. With respect to the wholesale residential
loan purchases, the real estate securing such loans is generally located
outside BankAtlantic's primary market area. Future purchases of residential
loans will more than likely consist of loans secured by properties located
outside BankAtlantic's primary market area. Such loans are subject to risks
associated with the economy where the collateral is located and additional
risks regarding collection.
CONSUMER LOAN PORTFOLIO--INDIRECT AUTOMOBILE LENDING
During the past several years, the Company has experienced significant
growth in its consumer loan portfolio. Part of this growth was the result the
Company's acquisition of financial institutions which had originated consumer
loans in prior years. Consumer loans (excluding home equity loans) increased to
$255 million at June 30, 1997 from $49 million at December 31, 1994. Further,
the consumer loan portfolio consists primarily of indirect automobile loans
(loans funded by BankAtlantic through automobile dealers rather than funded
directly by BankAtlantic to its retail customers). Consumer loans, especially
indirect automobile loans, present more credit risk to the Company than other
types of loans such as home equity or residential real estate loans. During the
six months ended June 30, 1997, consumer loan charge-offs were $3.7 million, of
which $3.2 million was attributable to indirect automobile loans.
14
<PAGE>
As a result of the nature of indirect automobile loans, the growth in the
consumer loan portfolio and the large number of loans in the portfolio that
were not originated by BankAtlantic, there is no assurance that there will not
be additional losses associated with the consumer loan portfolio in the future.
RECENT RAPID GROWTH AND INCREASED OPERATING EXPENSES
During the last two years, BankAtlantic has experienced rapid and
significant growth. Total assets of BankAtlantic have increased from $1.75
billion at December 31, 1995, to $2.73 billion at June 30, 1997 due in part to
BankAtlantic's acquisition of MegaBank and BNA, two commercial banks located in
Southern Florida. In recent years, BankAtlantic also has experienced a
significant level of loan growth. BankAtlantic's loan portfolio increased from
$828.6 million at December 31, 1995, to $1.93 billion at June 30, 1997. Much of
this loan growth is attributable to the acquisitions and the purchase of
wholesale residential loans.
To support and manage the expanded operations of BankAtlantic and to
provide management resources to support further expansion and growth,
BankAtlantic has hired additional personnel and has taken steps to enhance and
expand its operational and management information systems.
While BankAtlantic continues to monitor its rapid growth and the adequacy
of management and resources available to support such growth, there can be no
assurance that BankAtlantic will be successful in managing all elements
relating to its rapid growth. The growth and expansion of operations through
mergers and acquisitions and internal growth has resulted in a significant
increase in assets, loans and deposits since December 31, 1995, as well as
increases in net interest income, non-interest income and non-interest
expenses. Employee compensation and benefits increased 32% from $7.1 million to
$9.3 million over the last six month period and occupancy and equipment costs
increased 46% from $2.9 million to $4.2 million during the same period. Such
increased expenses were primarily attributable to the BNA acquisition, the
opening of new branch offices and the transfer of a substantial portion of the
data processing functions to an outside service bureau. Expenses associated
with such growth have had, and expenses associated with additional future
growth may have, an adverse impact on earnings.
There can be no assurance that BankAtlantic will continue to experience
rapid growth, or any growth in the future and, to the extent that it does
experience continued growth, there is no assurance that BankAtlantic will be
able to adequately and profitably manage such growth.
BROAD ACQUISITION AUTHORITY
Under applicable law, the Company generally has broad authority with few
restrictions to engage in various types of business activities, including
investments in real estate, real estate development and real estate related
businesses. In June 1997 the Company entered into an agreement to acquire the
controlling interest in a builder of residential communities in South Florida.
While the Company elected in August 1997 not to proceed with this acquisition,
the Company has indicated that it may in the future pursue an acquisition for
initiating its real estate activities as a means to diversify the Company's
sources of non-interest income and to increase non-interest income. To the
extent that the Company makes acquisitions in businesses not engaged in banking
activities, including those engaged in real estate and real estate development,
such acquisitions could result in material changes to the scope of the
Company's business and would subject the Company to the risks inherent in the
businesses of the acquired companies.
REAL ESTATE DEVELOPMENT ACTIVITIES
The Company has indicated that it intends to engage in real estate
investment and development activities. In addition to the possible acquisition
of real estate related businesses, such activities may include real estate
development joint ventures in which the Company contributes a significant
amount
15
<PAGE>
of equity with the expectation of profit sharing once the project is completed.
BankAtlantic may also provide financing to such future ventures on an arms'
length basis, in accordance with its usual lending and underwriting policies.
Real estate activities are highly speculative and represent a high degree
of risk primarily because of the cyclical nature of the real estate industry
and the uncertainty of future market conditions. In particular, the real estate
and homebuilding industries are adversely affected by decreases in employment
levels, the availability and cost of financing and decreases in demand. Real
estate activities and investments can be negatively impacted by unfavorable
interest rates, over-building, a slow down in home sales and construction, and
a surplus of available real estate and related projects. Real estate is also
subject to significant variability and fluctuations in real estate values. To
the extent that the Company engages in real estate activities, adverse changes
in real estate values or in the economy generally could have a material adverse
impact on the Company's results of operations, in addition to any impact such
changes may have in connection with its lending activities.
POTENTIAL IMPACT OF CHANGES IN INTEREST RATES
BankAtlantic's profitability is dependent to a large extent on its net
interest income, which is the difference between its interest income on
interest-earning assets and its interest expense on interest-bearing
liabilities. BankAtlantic, like most financial institutions, is affected by
changes in general interest rate levels, which are currently at relatively low
levels, and by other economic factors beyond its control. Interest rate risk
arises from mismatches (I.E., the interest sensitivity gap) between the dollar
amount of repricing or maturing assets and liabilities, and is measured in
terms of the ratio of the interest rate sensitivity gap to total assets. More
assets repricing or maturing than liabilities over a given time frame is
considered asset-sensitive and is reflected as a positive gap, and more
liabilities repricing or maturing than assets over a given time frame is
considered liability-sensitive and is reflected as a negative gap. An
asset-sensitive position (I.E., a positive gap) will generally enhance earnings
in a rising interest rate environment and will negatively impact earnings in a
falling interest rate environment, while a liability-sensitive position (I.E.,
a negative gap) will generally enhance earnings in a falling interest rate
environment and negatively impact earnings in a rising interest rate
environment. Fluctuations in interest rates are not predictable or
controllable. BankAtlantic has attempted to structure its asset and liability
management strategies to mitigate the impact on net interest income of changes
in market interest rates. At June 30, 1997, BankAtlantic had a one year
cumulative negative gap of 2.80%. This negative one year gap position may, as
noted above, have a negative impact on earnings in a rising interest rate
environment.
In addition, changes in general interest rate levels affect certain
assumptions made regarding the market value of certain of BankAtlantic's assets
and liabilities, including mortgage servicing rights ("MSRs"). At June 30, 1997
BankAtlantic held $30.5 million of MSRs. Generally, as interest rates fall, loan
prepayments accelerate, and the Company may be required under generally accepted
accounting principles ("GAAP") to establish a valuation allowance to reflect a
decline in the market value of its MSRs, while at the same time GAAP generally
does not permit the Company to recognize increases in the market value of assets
(with the exception of trading and available for sale securities) which
appreciate in a falling interest rate environment. Accordingly, the Company's
results of operations could be adversely affected in any period to the extent a
decrease in interest rates adversely impacts the market value of its MSRs and
the Company is unable to recognize for financial statement purposes any increase
in the market value of other assets or liabilities which may appreciate in value
based on the same factors.
REGULATORY OVERSIGHT
BankAtlantic is subject to extensive regulation, supervision and
examination by the OTS as its chartering authority and primary federal
regulator, and by the FDIC, which insures its deposits up to applicable limits.
BankAtlantic is a member of the FHLB of Atlanta and is subject to certain
limited regulation by the Federal Reserve Board. As the holding company of
BankAtlantic, the Company is also
16
<PAGE>
subject to regulation and oversight by the OTS. Such regulation and supervision
governs the activities in which an institution may engage and is intended
primarily for the protection of the FDIC insurance funds and depositors.
Regulatory authorities have been granted extensive discretion in connection
with their supervisory and enforcement activities and regulations have been
implemented which have increased capital requirements, increased insurance
premiums and have resulted in increased administrative, professional and
compensation expenses. Any change in the regulatory structure or the applicable
statutes or regulations could have a material impact on the Company and
BankAtlantic and their operations. Additional legislation and regulations may
be enacted or adopted in the future which could significantly affect the
powers, authority and operations of BankAtlantic and BankAtlantic competitors
which in turn could have a material adverse affect on BankAtlantic and its
operations.
COMPETITION
The Company competes with various types of financial institutions,
including other savings institutions, commercial banks, finance companies,
mortgage banking companies, money market funds and credit unions, many of which
have substantially greater financial resources than the Company and, in some
cases, operate under fewer regulatory constraints. The Company not only
competes with financial institutions headquartered in the State of Florida but
also competes with a number of financial institutions headquartered outside of
Florida who are active in the state.
USE OF PROCEEDS
The net proceeds to the Company are estimated to be approximately
$37,707,618 ($43,379,868 if the Underwriter's over-allotment option is
exercised in full) from the sale of the Class A Common Stock and $96,482,382
from the sale of the Debentures (an aggregate of $134,190,000), in each case
after deduction of the underwriting discount and estimated expenses. The net
proceeds from the sale of the Class A Common Stock and the Debentures will be
contributed by the Company as capital to BankAtlantic where it will be used to
support BankAtlantic's growth, both internal and via acquisitions, including
those expected to result from the continuing consolidation of the Florida
banking market. The offering of the shares of Class A Common Stock and the
offering of the Debentures contemplated hereby, while being conducted
concurrently, are not contingent upon the other being consummated. Accordingly,
there is no assurance that both of these offerings will be consummated and, in
the event that only one of such offerings is consummated, aggregate net
proceeds to the Company would be significantly reduced.
17
<PAGE>
PRICE RANGE FOR COMMON STOCK AND DIVIDENDS
The Class A Common Stock commenced trading on the New York Stock Exchange
under the symbol "BBX" on August 20, 1997. Prior to that time, the Class A
Common Stock was listed on the Nasdaq National Market under the symbol "BANCA".
The Company's Class B Common Stock is listed on the Nasdaq National Market
under the symbol "BANC". On November 18, 1997 there were approximately 720
record holders of the Class A Common Stock and 11,597,914 shares issued and
outstanding and 576 record holders of the Class B Common Stock and 10,677,778
shares issues and outstanding.
The following table sets forth, for the periods indicated, the high and
low closing sale prices of the Class A Common Stock and the Class B Common
Stock as reported by the Nasdaq National Market (or with respect to the Class A
Common Stock for the period after August 20, 1997, as reported by the New York
Stock Exchange), as adjusted to reflect the 25% stock dividends issued to the
Company's common shareholders on July 19, 1995, February 1, 1996, July 31,
1996, March 4, 1997 and August 19, 1997.
<TABLE>
<CAPTION>
CLASS B COMMON STOCK PRICE CLASS A COMMON STOCK PRICE
----------------------------------- ----------------------------------
DIVIDENDS DIVIDENDS
HIGH LOW PER SHARE HIGH LOW PER SHARE
--------- --------- ----------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Fiscal year ending December 31, 1997 ...... 16-1/8 8-5/16 -- 16 8-1/4 --
First Quarter ........................... 10-15/16 8-5/16 0.0233 10-9/16 8-1/4 0.0259
Second Quarter ........................... 11-9/16 9-11/16 0.0233 11-3/16 9-3/16 0.0259
Third Quarter ........................... 16 11-5/16 0.0300 16 11-5/16 0.0330
Fourth Quarter through November 20, 1997 16-1/8 12-7/8 -- 15-5/8 12-1/16 --
Fiscal year ended December 31, 1996 ...... 8-3/4 6-1/2 0.0916 8-3/4 6-3/4 0.1036
First Quarter ........................... 7-7/8 6-1/2 0.0225 7-15/16 7-11/16 0.0259
Second Quarter ........................... 8-3/16 6-1/2 0.0225 7-15/16 7-1/6 0.0259
Third Quarter ........................... 8-3/4 6-9/16 0.0233 8-1/2 6-3/4 0.0259
Fourth Quarter ........................... 8-3/4 8 0.0233 8-3/4 8-1/8 0.0259
Fiscal year ended December 31, 1995 ...... 8-3/16 4-3/4 0.0852 -- -- --
First Quarter ........................... 5-3/8 4-15/16 0.0201 -- -- --
Second Quarter ........................... 6 4-3/4 0.0201 -- -- --
Third Quarter ........................... 8 5-3/4 0.0225 -- -- --
Fourth Quarter ........................... 8-3/16 7-5/16 0.0225 -- -- --
</TABLE>
On November 20, 1997, the last sale price of the Class A Common Stock as
reported by the New York Stock Exchange was $13-3/8 per share and the last price
of the Class B Common Stock as reported by the Nasdaq National Market was
$13-3/4 per share.
The Company has paid regular quarterly cash dividends on the Class B
Common Stock since its formation in 1994 and paid regular quarterly cash
dividends on the Class A Common Stock since its initial issuance in March 1996.
Prior to 1994, BankAtlantic had paid regular quarterly cash dividends on its
common stock since August 1993.
The Company intends to continue to declare regular quarterly cash
dividends on the Class A Common Stock and the Class B Common Stock. The Class A
Common Stock is entitled to receive cash dividends equal to at least 110% of
any cash dividends declared and paid on the Class B Common Stock. The
declaration and payment of dividends will depend upon, among other things, the
results of operations, financial condition and cash requirements of the Company
and on the ability of BankAtlantic to pay dividends or otherwise advance funds
to the Company, which in turn is subject to OTS regulations and is based upon
BankAtlantic's regulatory capital levels and net income.
18
<PAGE>
CAPITALIZATION
The following table sets forth the consolidated historical capitalization,
including deposits, of the Company at September 30, 1997 and as adjusted to
reflect (i) the sale of the Class A Common Stock offered hereby and the
estimated net proceeds therefrom, (ii) the sale of the Debentures offered
hereby and the estimated net proceeds therefrom and (iii) the sale of both the
Class A Common Stock and the Debentures offered hereby and the aggregate
estimated net proceeds therefrom.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997
--------------------------------------------------------------------
ACTUAL AS ADJUSTED(1) AS ADJUSTED(2) AS ADJUSTED(3)
------------ ---------------- ---------------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
DEPOSITS AND BORROWINGS:
Deposits .............................. $1,763,373 $1,763,373 $1,763,373 $1,763,373
Advances from FHLB .................. 548,706 548,706 548,706 548,706
Securities sold under agreements
to repurchase ..................... 128,369 90,661 31,887 0
Subordinated debentures ............... 78,300 78,300 178,300 178,300
GUARANTEED PREFERRED BENEFICIAL INTERESTS
IN COMPANY'S JUNIOR SUBORDINATED
DEBENTURES(4) ........................ 74,750 74,750 74,750 74,750
STOCKHOLDERS' EQUITY:
Preferred Stock, $0.01 par value,
10,000,000 shares authorized, none
issued and outstanding ............... 0 0 0 0
Class A Common Stock, 30,000,000
shares authorized, 11,597,914,
14,597,914, 11,597,914 and 14,597,914
shares issued and outstanding,
respectively(5) ..................... 116 146 116 146
Class B Common Stock, 15,000,000 shares
authorized, 10,677,778 shares issued
and outstanding(5) .................. 107 107 107 107
Additional paid in capital ............ 54,857 92,535 54,857 92,535
Retained earnings ..................... 100,352 100,352 100,352 100,352
Net unrealized appreciation on debt
securities available for sale--net of
deferred income taxes ............... 1,126 1,126 1,126 1,126
----------- ----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY ......... $ 156,558 $ 194,266 $ 156,558 $ 194,266
=========== =========== =========== ===========
</TABLE>
- ----------------
(1) As adjusted for the estimated net proceeds from the sale of 3,000,000
shares of Class A Common Stock being offered hereby and assumes that the
Underwriters' overallotment option is not exercised.
(2) As adjusted for the estimated net proceeds from the sale of $100 million in
principal amount of the Debentures offered hereby.
(3) As adjusted for the estimated aggregate net proceeds from the sale of both
the Class A Common Stock and the Debentures offered hereby.
(4) Preferred Securities representing beneficial interests in an aggregate
amount of $74,750,000 of the 9-1/2% Junior Subordinated Debentures of the
Company. The Junior Subordinated Debentures will mature on June 30, 2027.
(5) Does not include 1,286,736 shares of Class A Common Stock issuable upon the
exercise of stock options outstanding at September 30, 1997, of which 86,927
are currently exercisable, 6,996,337 shares of Class A Common Stock
issuable upon conversion of the $57.3 million in outstanding principal
amount of the 63/4% Convertible Debentures or 1,727,161 shares of Class B
Common Stock issuable upon exercise of stock options outstanding at
September 30, 1997, of which 413,769 are currently exercisable.
19
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's historical and as adjusted
ratio of earnings to fixed charges for the nine months ended September 30, 1997
and for the year ended December 31, 1996. The as adjusted ratio of earnings to
fixed charges is presented as if the consummation of the offering of the
Debentures had occurred on January 1, 1996 or January 1, 1997. Earnings used in
computing the ratios shown consist of earnings from continuing operations
before taxes, interest expense and non-cumulative preferred stock dividends.
Fixed charges represent all interest expense (ratios are presented both
excluding and including interest on deposits) and the portion of rental expense
considered to be representative of interest. Interest expense (other than on
deposits) includes interest on long-term obligations, FHLB borrowings,
securities sold under agreements to repurchase and other funds borrowed.
<TABLE>
<CAPTION>
FOR THE NINE MONTHS FOR THE YEAR
ENDED SEPTEMBER 30, 1997 ENDED DECEMBER 31, 1996
---------------------------- ---------------------------
HISTORICAL AS ADJUSTED HISTORICAL AS ADJUSTED
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
Excluding interest on deposits ...... 1.96 1.96 2.34 2.25
Including interest on deposits ...... 1.38 1.37 1.40 1.38
</TABLE>
20
<PAGE>
DESCRIPTION OF THE DEBENTURES
The Debentures are a series of debt securities issued under an Indenture,
to be dated as of November 26, 1997 (the "Indenture"), between the Company and
First Trust National Association, as trustee (the "Trustee"). The Debentures
are not savings accounts or deposits and are not insured by the FDIC or any
other governmental agency. The terms and provisions of the Debentures include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (the "Trust Indenture Act") as in effect on
the date of the Indenture. The Debentures are subject to all such terms, and
holders of the Debentures are referred to the Indenture and the Trust Indenture
Act for a statement thereof. The following summary of certain provisions of the
Indenture does not purport to be complete and is qualified in its entirety by
reference to the Indenture, including the definitions therein of certain terms
used below. A copy of the Indenture is filed as an exhibit to the Registration
Statement, of which this Prospectus is a part. For purposes of this section,
the term "Company" means only BankAtlantic Bancorp, Inc. and not its
subsidiaries.
GENERAL
The Debentures will be general unsecured obligations of the Company
limited to $100 million in aggregate principal amount. The Debentures will not
be secured by the assets of the Company or otherwise and will not have the
benefit of a sinking fund for the retirement of principal. The Debentures will
rank on par with all subordinated indebtedness of the Company, including the
Company's currently outstanding $21 million principal amount of 9% Debentures
and $57.3 million principal amount of 6-3/4% Convertible Debentures, and will be
subordinated in right of payment to all Senior Indebtedness (as defined below)
of the Company, which may include obligations of the Company to BankAtlantic.
The Debentures will be senior to the Company's currently outstanding 9-1/2%
Junior Subordinated Debentures. The Company, or any subsidiary of the Company
including BankAtlantic, may incur additional indebtedness constituting Senior
Indebtedness or Indebtedness (as defined below) that ranks on par with the
Debentures. The Indenture does not limit the total indebtedness that either the
Company or any of its subsidiaries may incur. The Debentures will be
subordinate to all indebtedness of the Company that does not state that it is
subordinate to or on par with the Debentures. The right of the Company to
participate in any distribution of assets of any subsidiary, upon its
liquidation or reorganization or otherwise (and thus the ability of Holders of
the Debentures to benefit indirectly from such distribution) is subject to the
prior claims of creditors of that subsidiary.
The Debentures will mature on December 1, 2007, unless redeemed earlier at
the option of the Company. See "--Redemption or Repurchase of Debentures." The
Debentures will bear interest at the rate per annum shown on the cover page of
this Prospectus from the date of delivery or from the most recent Interest
Payment Date (as defined in the Indenture) to which interest has been paid or
provided for, payable semi-annually on June 1 and December 1 of each year,
commencing June 1, 1998, to the person in whose name the Debenture (or any
predecessor Debenture) is registered at the close of business on the preceding
May 15 or November 15, as the case may be. Interest on the Debentures will be
computed on the basis of a 360-day year of twelve 30-day months. The Trustee
will serve as Debenture Registrar and Paying Agent for the Debentures.
Principal and interest shall be payable by check mailed by the Trustee to the
person entitled to payment on the interest payment date.
The Debentures will be denominated in U.S. dollars and payments of
principal of and interest on the Debentures will be in U.S. dollars. The
Debentures may be presented for registration of transfer or exchange and shall
be duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Registrar duly executed by the holder thereof or his
attorney duly authorized in writing. The registered holder of a Debenture will
be treated as its owner for all purposes. Money for the payment of principal or
interest upon redemption remaining unclaimed for two years will be paid back to
the Company at its request.
The Company's primary source of funds for the payment of principal and
interest on the Debentures is dividends from BankAtlantic. From time to time
while the Debentures are outstanding
21
<PAGE>
BankAtlantic may be subject to regulatory or contractual constraints that
restrict its ability to pay dividends to the Company. See "Risk
Factors--Sources of Payments to Holders of Debentures; Ability to Pay
Dividends; Possible Issuance of Additional Securities."
REDEMPTION OR REPURCHASE OF DEBENTURES
The Debentures are redeemable at the option of the Company, in whole or in
part, at any time on or after December 1, 2000, on not less than 30 days notice,
but not more than 60 days prior to the redemption date at the following
redemption prices (expressed as percentages of principal amount), plus accrued
interest to the redemption date, if redeemed during the twelve month period
beginning December 1 of the years indicated below:
2000 ............ 104%
2001 ............ 103
2002 ............ 102
2003 ............ 101
2004 ............ and thereafter 100
The Company may at any time repurchase the Debentures at any price in the
open market or otherwise. Debentures so purchased by the Company may be held or
resold or, at the discretion of the Company, may be surrendered to the Trustee
for cancellation.
BOOK-ENTRY, DELIVERY AND FORM
The Debentures to be sold as set forth herein will initially be issued in
the form of a fully registered Global Certificate (the "Global Certificate").
The Global Certificate will be deposited on the date of the closing of the sale
of the Debentures offered hereby with, or on behalf of, The Depository Trust
Company, New York, New York (the "Depositary") and registered in the name of
Cede & Co., as nominee of the Depositary (such nominee being referred to herein
as the "Global Certificate Holder").
Except as set forth below, the Global Certificate may be transferred, in
whole and not in part, only to another nominee of the Depositary or to a
successor of the Depositary or its nominee.
The Depositary has advised the Company and the Underwriters as follows: it
is a limited-purpose trust company which was created to hold securities for its
participating organizations (the "Participants") and to facilitate the
clearance and settlement of transactions in such securities between
Participants through electronic book-entry changes in accounts of its
Participants. Participants include securities brokers and dealers (including
the Underwriters), banks, trust companies, clearing corporations and certain
other organizations. Access to the Depositary's book-entry system is also
available to others, such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Participant, either
directly or indirectly ("indirect participants"). Persons who are not
Participants may beneficially own securities held by the Depositary only
through Participants or indirect participants.
The Depositary has also advised that pursuant to procedures established by
it (i) upon the issuance by the Company of the Debentures, the Depositary will
credit the accounts of Participants designated by the Underwriters with the
principal amount of the Debentures purchased by the Underwriters, and (ii)
ownership of beneficial interests in the Global Certificate will be shown on,
and the transfer of that ownership will be effected only through, records
maintained by the Depositary (with respect to Participants' interests), the
Participants and the indirect participants. The laws of some states require
that certain persons take physical delivery in definitive form of securities
which they own. Consequently, the ability to transfer beneficial interests in
the Global Certificate is limited to such extent.
All payments on the Global Certificate registered in the name of the
Depositary's nominee will be made by the Company through the Paying Agent to
the Depositary's nominee as the registered owner
22
<PAGE>
of the Global Certificate. Under the terms of the Indenture, the Company and
the Trustee will treat the persons in whose name the Debentures are registered
as the owners of such Debentures for the purpose of receiving payments of
principal and interest on such Debentures and for all other purposes
whatsoever. Therefore, neither the Company, the Trustee nor the Paying Agent
has any direct responsibility or liability for the payment of principal or
interest on the Debentures to owners of beneficial interests in the Global
Certificate. The Depositary has advised the Company and the Trustee that its
present practice is, upon receipt of any payment of principal or interest, to
credit immediately the accounts of the Participants with payment in amounts
proportionate to their respective holdings in principal amount of beneficial
interests in the Global Certificate as shown on the records of the Depositary.
Payments by Participants and indirect participants to owners of beneficial
interests in the Global Certificate will be governed by standing instructions
and customary practices, as is now the case with securities held for the
accounts of customers in bearer form or registered in "street name" and will be
the responsibility of such Participants or indirect participants.
Redemption notices shall be sent to the Depository. If less than all of
the Debentures are being redeemed, the Depository's practice is to determine by
lot the amount of the interest of each Participant in the Debentures to be
redeemed.
So long as the Global Certificate Holder is the registered owner of the
Global Certificate, the Global Certificate Holder will be considered the sole
holder under the Indenture of any Debentures evidenced by the Global
Certificate. Beneficial owners of Debentures evidenced by the Global
Certificate will not be considered the owners or holders thereof under the
Indenture for any purpose, including with respect to the giving of any
directions, instructions or approvals to the Trustee thereunder. Neither the
Company nor the Trustee will have any responsibility or liability for any
aspect of the records of the Depositary or for maintaining, supervising or
reviewing any records of the Depositary relating to the Debentures.
The Company will issue Debentures in definitive form in exchange for the
Global Certificate if, and only if, either (i) the Depositary is at any time
unwilling or unable to continue as depositary and a successor depositary is not
appointed by the Company within 90 days, (ii) an Event of Default has occurred
and is continuing and the Debentures registrar has received a request from the
Depositary to issue Debentures in definitive form in lieu of all or a portion
of the Global Certificate (in which case the Company shall deliver Debentures
in definitive form within 30 days of such request), or (iii) the Company
determines not to have the Debentures represented by a Global Certificate. In
any instance, an owner of a beneficial interest in the Global Certificate will
be entitled to have Debentures equal in principal amount to such beneficial
interest registered in its name and will be entitled to physical delivery of
such Debentures in definitive form. The Debentures so issued in definitive form
will be issued in denominations of $1,000 and integral multiples thereof and
will be issued in registered form only without coupons.
CONVERTIBILITY
The holder of any Debenture will have the right, at its option, to convert
the principal amount thereof (or any portion thereof in whole multiples of
$1,000) into shares of the Company's Class A Common Stock at a conversion price
of $16.18 per share (subject to adjustment as described below) at any time
prior to maturity, unless previously redeemed, or in case a Debenture has been
called for redemption, then with respect to such called Debenture, until and
including the close of business on the third business day preceding the
redemption date. Upon conversion, no payment of accrued interest will be made
(unless the Debentures surrendered for conversion has been called for
redemption), but if any holder surrenders a Debenture for conversion between
the record date for the payment of an installment of interest and the next
Interest Payment Date, such holder will forfeit his right to such interest
payment and therefore such Debenture (unless called for redemption), when
surrendered for conversion, must be accompanied by payment of an amount equal
to the interest thereon which the holder on such record date is entitled to
receive on the next interest payment date. No fractional shares will be issued
upon conversion, but in lieu thereof, an appropriate amount based upon market
prices
23
<PAGE>
will be paid in cash by the Company. In the case of Global Certificates,
conversion will be effected by DTC upon notice from the holder of a beneficial
interest in a Global Certificate in accordance with its rules and procedures.
The Company will take all reasonable steps necessary to comply with federal and
state securities laws in connection with the issuance of shares of Class A
Common Stock upon conversion of the Debentures so that upon conversion such
shares will not bear any legend restricting transfer.
ANTI-DILUTION PROVISIONS
The conversion price of the Debentures is subject to adjustment upon the
occurrence of certain events, including (i) the payment of a dividend in shares
of Class A Common Stock to holders of Class A Common Stock or a dividend to
holders of Class A Common Stock payable in shares of the Company's capital
stock other than Class A Common Stock; (ii) the subdivision, combination or
reclassification of outstanding shares of Class A Common Stock; (iii) the
distribution to all holders of Class A Common Stock of evidences of
indebtedness or assets (excluding cash dividends or cash distributions payable
out of retained earnings or stock dividends) or subscription rights or warrants
to subscribe for same; or (iv) the issuance of rights or warrants (other than
those referred to above) entitling anyone to subscribe for or purchase shares
of Class A Common Stock or securities or instruments convertible into shares of
Class A Common Stock in each cash at less than current market price (as defined
in the Indenture) for such Class A Common Stock. Any non-cash dividend or
distribution per share of Class B Common Stock must be identical to the
distribution per share of Class A Common Stock, except that a stock dividend or
other distribution to holders of Class A Common Stock may be declared and
issued in Class A Common Stock while a stock dividend or other distribution to
holders of Class B Common Stock may be declared and issued in either Class A
Common Stock or Class B Common Stock so long as the number of any shares so
issued is, on a per share basis, the same. See "Description of Capital
Stock--Dividends". The Company will not be required to make any adjustments in
the conversion price of less than one percent of the conversion price, but the
same will be carried forward and taken into account in the computation of any
subsequent adjustment.
In case of any reclassification or change of outstanding Class A Common
Stock (with certain exceptions) or in case of any consolidation or merger of
the Company with or into another person (with certain exceptions) or in case of
any transfer or conveyance of the property of the Company substantially as an
entirety, then the surviving entity will be required to execute and deliver a
supplemental indenture providing that the Holder of each Debenture then
outstanding would have the right thereafter to convert such Debenture into the
kind and amount of securities or property receivable upon the reclassification,
change, consolidation, merger, transfer or conveyance by a holder of the number
of shares of Class A Common Stock into which such Debenture could have been
converted immediately prior thereto.
SUBORDINATION
The principal and premium, if any, and interest on the Debentures will be
subordinated and junior in right of payment to the prior payment in full of all
Senior Indebtedness of the Company. As of June 30, 1997, the Company had no
Senior Indebtedness outstanding. The Debentures will rank on a par with all
subordinated indebtedness of the Company, including the Company's currently
outstanding $21 million principal amount of 9% Debentures and $57.3 million
principal amount of 6-3/4% Convertible Debentures. The Indenture does not limit
the amount of Senior Indebtedness or other indebtedness, secured or unsecured,
that the Company or any of its subsidiaries may incur. If payments on any
Senior Indebtedness have been accelerated, the Company shall be prohibited from
making any payment of principal, premium, if any, or interest on the Debentures
until payments of the Senior Indebtedness are made or provided for. Upon any
distribution of assets of the Company in connection with any dissolution,
winding up, liquidation or reorganization of the Company, payment of principal,
premium, if any, or interest on the Debentures will be subordinated, to the
extent and in the manner set forth in the Indenture, to the prior payment in
full of Senior Indebtedness. By reason of such subordination, in
24
<PAGE>
the event of a distribution of assets in any such proceeding, certain general
creditors of the Company may recover more, ratably, than holders of the
Debentures.
"Senior Indebtedness" means any and all Indebtedness of the Company,
except any particular Indebtedness, the instrument creating or evidencing the
same or pursuant to which the same is outstanding expressly provides that such
Indebtedness shall be subordinate or shall rank pari passu in right of payment
to the Debentures.
COVENANTS
The Indenture contains certain customary covenants found in Indentures
under the Trust Indenture Act, including covenants with respect to the payment
of principal and interest, maintenance of an office or agency for administering
the Debentures, holding of funds for payments on the Debentures in trust,
payment by the Company of taxes and other claims, maintenance by the Company of
its properties and its corporate existence and delivery of annual
certifications to the Trustee.
RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS
The Indenture provides that the Company cannot declare or pay dividends
on, or purchase, redeem or acquire for value its capital stock, return any
capital to holders of capital stock as such, or make any distribution of assets
to holders of capital stock as such, unless, at the time of any such dividend
declaration or the date of any such purchase, redemption, payment or
distribution specified above, the Company is not in default in the payment of
interest on the Debentures or an Event of Default has not occurred.
The Indenture does not prohibit or restrict the Company from selling
additional shares of capital stock or other debt securities nor from pledging
BankAtlantic's capital stock. Further, BankAtlantic is not restricted from
issuing any shares of capital stock of BankAtlantic or debt securities of
BankAtlantic.
DEFAULTS AND REMEDIES
An "Event of Default," as defined in the Indenture, includes (i) the
failure by the Company to pay principal of or premium, if any, on the
Debentures at maturity or upon redemption (whether or not such payment is
prohibited by the subordination provisions), (ii) the failure by the Company to
pay interest on any of the Debentures on any Interest Payment Date and such
failure continues for a period of 30 days or more(whether or not such payment
is prohibited by the subordination provisions), (iii) the failure by the
Company to comply with any of its other agreements or covenants in, or
provisions of, the Indenture and such default continues for the period and
after the notice specified below and (iv) certain events of bankruptcy,
insolvency or reorganization of the Company.
A Default under clause (iii) above is not an Event of Default until the
Trustee notifies the Company in writing, or the Holders of at least 25% in
principal amount of the Debentures then outstanding notify the Company and the
Trustee in writing, of the Default, and the Company does not cure the Default
within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default". Such notice shall be given by the Trustee if so requested in writing
by the Holders of at least 25% in principal amount of the Debentures then
outstanding. Any notice required to be delivered by the Trustee to the Company
shall be given promptly after the Trustee becomes aware of such Default or is
requested by such Holders to deliver such notice.
The Indenture provides that the Trustee will, within 90 days after the
occurrence of any Default known to it, mail to the Holders notice of such
Default, provided that, except in the case of Default in the payment of
principal of or interest on any of the Debentures, the Trustee shall be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interest of the Holders.
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The Indenture only permits acceleration of payment of principal of the
Debentures upon an Event of Default resulting from the failure of the Company
to pay principal or interest on the Debentures or upon certain events of
bankruptcy, insolvency or reorganization. If an Event of Default resulting from
the failure of the Company to pay principal or interest on the Debentures or
upon certain events of bankruptcy, insolvency or reorganization shall have
occurred and be continuing, the Trustee or the Holders of not less than 30% in
aggregate principal amount of the Debentures then outstanding, by notice in
writing to the Company (and to the Trustee if given by the Holders), may
declare to be immediately due and payable all unpaid principal of all the
Debentures. An acceleration and its consequences may be rescinded and past
defaults waived by Holders of a majority in principal amount of the Debentures
then outstanding upon conditions provided in the Indenture. No Holder may
pursue any remedy under the Indenture unless such Holder has previously given
to the Trustee written notice of a continuing Event of Default and unless the
Holders of at least 30% in principal amount of the Debentures then outstanding
have requested the Trustee in writing to pursue the remedy and offered the
Trustee indemnity satisfactory to the Trustee against loss, liability and
expense to be thereby incurred and the Trustee has failed so to act within 60
days after receipt of the same.
The Indenture requires the Company to file periodic reports with the
Trustee as to the absence of defaults.
SATISFACTION, DISCHARGE AND DEFEASANCE
The Indenture provides that the Company will at its option either (a) be
deemed to have paid and discharged the entire indebtedness represented by and
its obligations under the Debentures (except for the obligation to pay the
principal of, premium, if any, and interest on, the Debentures and certain
obligations to register the transfer or exchange of the Debentures, to replace
temporary or mutilated, destroyed, lost or stolen Debentures, to maintain an
office or agency in respect to the Debentures and to hold moneys for payment in
trust) ("legal defeasance") or (b) cease to be under any obligation to comply
with certain terms, provisions or conditions of the Indenture (those terms,
provisions or conditions described in the Indenture under "Consolidation,
Merger or Sale") or the terms, provisions or conditions of the Debentures
("covenant defeasance") in either case, on the 91st day after (i) the Company
has paid or caused to be paid all other sums payable with respect to the
outstanding Debentures and the Company has delivered to the Trustee a
certificate from an authorized officer and an opinion of legal counsel, each
stating that all conditions precedent relating to the satisfaction and
discharge of the entire indebtedness on all of the outstanding Debentures have
been complied with; (ii) the Company has deposited or caused to be deposited
irrevocably with the Trustee as a trust fund specifically pledged as security
for the benefit of the holders of the Debentures, (x) dollars in an amount or
(y) U.S. Government Obligations (as defined in the Indenture) (which through
the payment of interest and principal in respect thereof in accordance with
their terms will provide, not later than the due date of any payment of
principal, premium, if any, and interest on the outstanding Debentures) in an
amount or (z) a combination of (x) and (y), sufficient to pay and discharge
each installment of principal of and interest or premium, if any, on the
outstanding Debentures on the dates such installments of interest or principal
or premium, if any, are due; and (iii) no Event of Default has occurred and is
continuing on the date of such deposit. Among the conditions of the Company's
exercising any such option, the Company is required to deliver to the Trustee
an opinion of independent counsel of recognized standing to the effect that the
deposit and related defeasance would not cause the Holders of the Debentures to
recognize income, gain or loss for United States Federal income tax purposes
and that the Holders will be subject to United States Federal income tax in the
same amounts, in the same manner and at the same times as would have been the
case if such deposit and related defeasance had not occurred.
CONSOLIDATION, MERGER OR SALE OF ASSETS
The Indenture provides that the Company will not merge or consolidate with
or sell all or substantially all of its assets to, any entity unless it is the
surviving or successor entity in such transaction and, immediately thereafter,
is not in default under the Indenture or, if it is not the surviving or
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<PAGE>
successor entity, the successor entity expressly assumes the Company's
obligations under the Indenture and, immediately after such transaction, the
successor entity is not in default under the Indenture. Any successor entity
shall assume by supplemental indenture all of the obligations of the Company
under the Debentures and the Indenture and the entity formed by such
consolidation or into which the Company is merged shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
the Indenture, and thereafter the predecessor entity shall be relieved of all
obligations and covenants under the Indenture and the Debentures issued
thereunder and may thereafter be liquidated and dissolved.
MODIFICATION OF THE INDENTURE
The Indenture provides that the Company and the Trustee may, without the
consent of any holders of Debentures, enter into supplemental indentures for
purposes, among other things, of: (a) evidencing the succession of another
entity to the Company and the assumption by any such successor of the covenants
of the Company; (b) making any change that does not adversely affect the rights
of any Holders; or (c) curing any ambiguity, defect or inconsistency; provided,
however, that such action shall not adversely affect the interest of the
Holders in any material respect.
Most of the terms of the Indenture and the Debentures may be modified with
the consent of the Holders of not less than two-thirds of the principal amount
of Debentures then outstanding. However, each Holder must agree to: (i) an
extension of maturity, (ii) a reduction in principal amount or the rate of
interest on the Debentures, (iii) an increase in the conversion price of the
Debentures, (iv) a reduction in the premium, if any, payable upon redemption or
(v) a reduction in the aforesaid percentage required for modification.
The Company may omit in any particular instance to comply with any
covenant or condition as set forth in the Indenture if before the time for such
compliance two-thirds of the Holders of the principal amount of Debentures then
outstanding shall either waive such compliance in such instance or generally
waive compliance with such covenant or condition, but no such waiver may extend
to or affect such covenant or condition except to the extent so expressly
waived, and until such waiver has become effective, the obligation of the
Company and the duties of the Trustee in respect of any such covenant will
remain in full force and effect. No supplemental indenture will affect the
seniority rights of the holders of Senior Indebtedness without the consent of
such holders.
REGARDING THE TRUSTEE
The Company and its subsidiaries may maintain deposit accounts and conduct
other banking transactions with the Trustee in the ordinary course of their
businesses.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
The following summary description of the Company's capital stock does not
purport to be complete and is subject to the more detailed provisions of the
Company's Articles of Incorporation and Bylaws and is qualified in its entirety
by reference thereto.
The authorized capital stock of the Company consists of 30,000,000 shares
of Class A Common Stock, par value $.01 per share, 15,000,000 shares of Class B
Common Stock, par value $.01 per share, and 10,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred Stock"). As of November 18,
1997, the Company had 11,597,914 shares of Class A Common Stock and 10,677,778
shares of Class B Common Stock issued and outstanding and no shares of
Preferred Stock were outstanding.
The Class A Common Stock and the Class B Common Stock have substantially
identical terms except that (i) the Class B Common Stock is entitled to one
vote per share while the Class A Common Stock has no voting rights other than
those which may be required by Florida law in certain limited circumstances and
(ii) the Class A Common Stock is entitled to receive cash dividends equal to at
least 110% of any cash dividends declared and paid on the Class B Common Stock.
VOTING
The holders of Class B Common Stock currently possess exclusive voting
rights in the Company. Shares of Preferred Stock issued in the future may be
granted voting rights at the discretion of the Board of Directors. On matters
submitted to the shareholders of the Company, the holders of the Class B Common
Stock will be entitled to one vote for each share held, while holders of Class
A Common Stock will not be entitled to vote except as may be required by
Florida law. Under the Florida Business Corporation Act (the "FBCA"), holders
of Class A Common Stock would currently be entitled to vote as a separate
voting group on certain amendments to the Company's Articles of Incorporation
including, without limitation, amendments which (i) increase or decrease the
authorized number of shares of Class A Common Stock, (ii) change the
designation, rights, preferences or limitations of the Class A Common Stock,
(iii) create a new class of shares, or increase the rights, preferences or
number of authorized shares, which would have rights or preferences with
respect to distributions or dissolution that are prior, superior or
substantially equal to the Class A Common Stock, or (iv) effect an exchange or
reclassification of shares of another class of stock into shares of Class A
Common Stock or of Class A Common Stock into shares of another class. In
addition, under the FBCA holders of Class A Common Stock would currently be
entitled to vote as a separate voting group on any plan of merger or plan of
share exchange which contains a provision which, if included in a proposed
amendment to the Articles of Incorporation, would require their vote as a
separate voting group. No shares have cumulative voting rights.
DIVIDENDS
Holders of shares of Class A Common Stock and Class B Common Stock are
entitled to receive such dividends as may be declared by the Board of Directors
out of funds legally available therefor. The holders of Class A Common Stock
will be entitled to receive cash dividends in an amount equal to at least 110%
of any cash dividends declared and paid on the Class B Common Stock. With
respect to dividends other than cash (including stock splits and stock
dividends), the distribution per share with respect to Class A Common Stock
will be identical to the distribution per share with respect to Class B Common
Stock, except that a stock dividend or other distribution to holders of Class A
Common Stock may be declared and issued in Class A Common Stock while a stock
dividend or other distribution to holders of Class B Common Stock may be
declared and issued in either Class A Common Stock or Class B Common Stock (at
the discretion of the Board) provided that the number of any shares so issued
is, on a per share basis, the same. The ability of the Company to pay cash
dividends is subject to the ability of BankAtlantic to pay dividends or make
other distributions to the Company, which in turn
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is subject to limitations which are imposed by law and regulation. See "Risk
Factors--Sources of Payments to Holders of Debentures; Ability to Pay
Dividends; Possible Issuance of Additional Securities."
LIQUIDATION RIGHTS
In the event of any liquidation or dissolution of the Company, all assets
of the Company legally available for distribution after payment or provision
for payment of: (i) all debts and liabilities of the Company; (ii) any accrued
dividend claims; (iii) liquidation preferences of any Preferred Stock which may
be outstanding; and (iv) any interests in the Company's liquidation account,
will be distributed ratably, in cash or in kind, among the holders of Class A
Common Stock and Class B Common Stock.
TRANSFER AGENT AND REGISTRAR--ChaseMellon Shareholder Services, LLC.
OTHER CHARACTERISTICS--Neither the Class A Common Stock nor the Class B
Common Stock is entitled to any preemptive right to subscribe for or receive
any shares of any class of stock of the Company (or any securities convertible
into shares of stock of the Company) issued in the future.
PREFERRED STOCK
By amendment to its Articles of Incorporation without shareholder vote,
the Company may provide for one or more classes of Preferred Stock, which must
be separately identified. The shares of any such class may be divided into and
issued in series, with each series separately designated so as to distinguish
the shares thereof from the shares of all other series and classes. The terms
of each series shall be set forth in a supplementary section to the Company's
Articles of Incorporation and may provide for, among other things, board
representation, voting rights and dividend and liquidation preferences. All
shares of the same class must be identical except as to certain relative rights
and preferences specified in the Company's Articles of Incorporation, as to
which there may be variations between different series.
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UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Underwriters named below, through their Representative, Ryan,
Beck & Co., Inc. (the "Representative"), have severally agreed to purchase from
the Company the number of shares of Class A Common Stock and the principal
amount of Debentures set forth opposite their respective names below. The
Underwriters are committed to purchase and pay for all the shares of Class A
Common Stock and all Debentures if any of the shares of Class A Common Stock or
Debentures, respectively, are purchased.
NUMBER OF SHARES OF PRINCIPAL AMOUNT
UNDERWRITER CLASS A COMMON STOCK OF DEBENTURES
- ----------------------------------- ---------------------- -----------------
Ryan, Beck & Co., Inc. ......... 2,250,000 $ 75,000,000
Tucker Anthony Incorporated ...... 750,000 25,000,000
---------- -------------
TOTAL ........................ 3,000,000 $100,000,000
========== =============
The Company has been advised by the Representative that the Underwriters
propose initially to offer the Class A Common Stock and the Debentures to the
public at the respective public offering prices set forth on the cover page of
this Prospectus, and to certain dealers at such price less a concession not in
excess of $0.40 per share of Class A Common Stock and $16.50 per Debenture. The
Underwriters may allow and such dealers may re-allow a concession not in excess
of $.10 per share of Class A Common Stock and $2.50 per Debenture to certain
other dealers. After the initial public offering, the respective public offering
prices and such concessions may be changed by the Underwriters.
The Company has granted to the Underwriters an option, exercisable for 30
days from the date of this Prospectus, to purchase up to 450,000 shares of
Class A Common Stock at the public offering price set forth on the cover page
hereof less underwriting discounts. The Underwriters may exercise such option
to purchase additional shares of Class A Common Stock solely for the purpose of
covering over-allotments, if any, incurred in the sale of the Class A Common
Stock.
The Company has agreed to indemnify the Underwriters against and
contribute toward certain liabilities, including liabilities under the
Securities Act.
Until the distribution of the Class A Common Stock and the Debentures is
completed, rules of the Securities and Exchange Commission (the "Commission")
may limit the ability of the Underwriters and certain selling group members to
bid for and purchase shares of Class A Common Stock and Debentures. As an
exception to these rules, the Underwriters are permitted to engage in certain
transactions that stabilize the price of the Class A Common Stock and the
Debentures. Such transactions may consist of bids or purchases for the purpose
of pegging, fixing or maintaining the price of the Class A Common Stock and the
Debentures.
If the Underwriters create a short position in the Class A Common Stock or
the Debentures in connection with the offering (I.E., if they sell more shares
of Class A Common Stock or Debentures than are set forth on the cover page of
this Prospectus), the Underwriters may reduce that short position by purchasing
Class A Common Stock or Debentures, as applicable, in the open market. The
Underwriters also may elect to reduce any short position in the Class A Common
Stock by exercising all or part of the over-allotment option described herein.
The Representative also may impose a penalty bid on certain Underwriters
and selling group members. This means that if the Representative purchases
shares of Class A Common Stock or Debentures in the open market to reduce the
Underwriters' short position or to stabilize the price of the Class A Common
Stock or the Debentures, it may reclaim the amount of the selling concession
from the Underwriters and selling group members who sold those securities as
part of the Offering.
In general, purchases of securities for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might otherwise be in the absence of
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<PAGE>
such purchases. The imposition of a penalty bid might have an effect on the
price of a security to the extent that it were to discourage resales of the
security by purchasers in the offering.
Neither the Company nor any of the Underwriters makes any representation
or prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Class A Common Stock
or the Debentures. In addition, neither the Company nor any of the Underwriters
makes any representation that the Representative will engage in such
transactions or that such transactions, once announced, will not be
discontinued without notice.
Certain of the Underwriters or their affiliates have provided from time to
time and expect to provide in the future, investment banking services to the
Company and its affiliates for which such Underwriter or their affiliates have
received or will receive customary fees and commissions.
The Company owns 50% of the voting securities of Florida Atlantic
Securities Corp. ("FASI"), an investment banking and securities brokerage firm
which may participate as a dealer in the offerings contemplated hereby upon the
same terms as any other dealer participating in the offerings. Alan B. Levan,
Chairman of the Board and Chief Executive Officer of the Company, is also the
Chairman of the Board of FASI.
LEGAL MATTERS
The validity of the Class A Common Stock and the Debentures offered hereby
will be passed upon for the Company by Stearns Weaver Miller Weissler Alhadeff
& Sitterson, P.A., Suite 2200, 150 West Flagler Street, Miami, Florida 33130,
counsel to the Company. Certain legal matters have been passed upon for the
Underwriters by Malizia, Spidi, Sloane & Fisch, P.C., One Franklin Square, 1301
K Street, N.W., Suite 700 East, Washington, D.C., counsel to the Underwriters.
EXPERTS
The consolidated financial statements of BankAtlantic Bancorp, Inc. as of
December 31, 1996 and 1995, and for each of the years in the three-year period
ended December 31, 1996, have been incorporated by reference herein and in the
Registration Statement in reliance upon reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission are hereby
incorporated in this Prospectus by reference and made a part hereof:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1996, filed with the Commission on March 21, 1997.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997, filed with the Commission on May 15, 1997.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997, filed with the Commission on August 14, 1997.
(4) The Company's Quarterly Report on Form 10-Q/A for the quarter ended
September 30, 1997, filed with the Commission on November 4, 1997.
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(5) The Company's Current Report on Form 8-K, dated January 6, 1997, filed
with the Commission on January 22, 1997.
(6) The Company's Current Report on Form 8-K, dated February 4, 1997,
filed with the Commission on February 13, 1997.
(7) The Company's Current Report on Form 8-K, dated June 6, 1997, filed
with the Commission on June 12, 1997.
(8) The Company's Current Report on Form 8-K, dated July 22, 1997, filed
with the Commission on July 24, 1997.
(9) The Company's Current Report on Form 8-K, dated August 1, 1997, filed
with the Commission on August 5, 1997.
(10) The Company's Current Report on Form 8-K, dated October 31, 1997,
filed with the Commission on November 6, 1997.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering
of the Class A Common Stock and the Debentures shall be deemed to be
incorporated by reference into this Prospectus and to be a part of this
Prospectus from the date of filing thereof. Any statement contained in a
document incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to
the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the Registration
Statement or this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated by reference, other than
certain exhibits to such documents. Written requests should be directed to
BankAtlantic Bancorp, Inc., 1750 East Sunrise Boulevard, Fort Lauderdale,
Florida 33304, Attention: Secretary, telephone: 954-760-5000.
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---------------------------- ----------------------------
---------------------------- ----------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION AND REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH
IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL.
---------
TABLE OF CONTENTS
PAGE
-----
Summary ............................. 4
The Offering ........................ 6
Risk Factors ........................ 12
Use of Proceeds ..................... 17
Price Range for Common Stock and
Dividends ........................ 18
Capitalization ..................... 19
Description of the Debentures ...... 21
Description of Capital Stock ...... 28
Underwriting ........................ 30
Legal Matters ..................... 31
Experts ........................... 31
Incorporation of Certain Documents
by Reference ...................... 31
[BankAtlantic Bancorp logo]
3,000,000 SHARES
CLASS A COMMON STOCK
(NON-VOTING)
$100,000,000
5.625% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2007
-------------
PROSPECTUS
-------------
Byan, Beck & Co.
Tucker Anthony
Incorporated
November 20, 1997
---------------------------- ----------------------------
---------------------------- ----------------------------
