SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
BANKATLANTIC BANCORP, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
BANKATLANTIC BANCORP, INC.
1750 EAST SUNRISE BOULEVARD
FORT LAUDERDALE, FLORIDA 33304
January ___, 1998
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders
of BankAtlantic Bancorp, Inc. (the "Company"), which will be held on Wednesday,
January 28, 1998 at 10:00 a.m., local time, at 1750 East Sunrise Boulevard, Fort
Lauderdale, Florida, 33304.
At the Special Meeting, (i) holders of the Company's Class A Common
Stock will be asked to consider and vote upon a proposed amendment to the
Company's Articles of Incorporation that increases the authorized shares of the
Company's Class A Common Stock from 30,000,000 to 80,000,000 shares (the "Class
A Amendment") and (ii) holders of the Company's Class B Common Stock will be
asked to consider and vote upon a proposed amendment to the Company's Articles
of Incorporation that increases the authorized shares of the Company's Class B
Common Stock from 15,000,000 to 45,000,000 shares (the "Class B Amendment" and,
together with the Class A Amendment, the "Amendments"). The relative rights,
powers and limitations of the Class A Common Stock and Class B Common Stock
would remain unchanged by the Amendments. As more fully described in this Proxy
Statement, the Board of Directors believes that the Amendments will provide the
Company with greater flexibility to consider potential future actions involving
the issuance of shares, including possible future financings, acquisitions,
stock dividends or stock option plans.
The Notice of Special Meeting and Proxy Statement, which are contained
in the following pages, more fully describe the action to be taken by
shareholders at the Special Meeting.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES IN FAVOR
OF THE AMENDMENTS.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Special
Meeting, and regardless of the size of your holdings, you are encouraged to
promptly sign, date and mail the enclosed proxy in the pre-stamped envelope
provided. The prompt return of your proxy will save additional solicitation
expense and will not affect your right to vote in person in the event that you
attend the Special Meeting. Please vote today.
On behalf of your Board of Directors and the employees of the Company
and its subsidiary, BankAtlantic, I would like to express our appreciation for
your continued support.
Sincerely,
Alan B. Levan
Chairman of the Board
<PAGE>
BANKATLANTIC BANCORP, INC.
1750 EAST SUNRISE BOULEVARD
FORT LAUDERDALE, FLORIDA 33304
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 28, 1998
NOTICE IS HEREBY GIVEN THAT A Special Meeting of Shareholders of
BankAtlantic Bancorp, Inc. (the "Company") will be held at 1750 East Sunrise
Boulevard, Fort Lauderdale, Florida, 33304 on Wednesday, January 28, 1998
commencing at 10:00 a.m., local time, for the following purposes:
1. To consider and vote upon an amendment to the Company's Articles of
Incorporation that increases the authorized shares of the Company's Class A
Common Stock from 30,000,000 to 80,000,000 shares.
2. To consider and vote upon an amendment to the Company's Articles of
Incorporation that increases the authorized shares of the Company's Class B
Common Stock from 15,000,000 to 45,000,000 shares.
3. To transact such other business as may properly be brought before
the Special Meeting or any adjournment thereof.
The foregoing matters are more fully described in the Proxy Statement
which forms a part of this Notice.
Only shareholders of record at the close of business on December 29,
1997 are entitled to notice of and, to the extent indicated in the attached
Proxy Statement, to vote at the Special Meeting.
Sincerely yours,
Jean Carvalho
Secretary
Fort Lauderdale, Florida
January ___, 1998
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES; THEREFORE EVEN IF YOU PLAN TO ATTEND THE SPECIAL
MEETING, PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY AND RETURN IT IN
THE ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
BANKATLANTIC BANCORP, INC.
1750 EAST SUNRISE BOULEVARD
FORT LAUDERDALE, FLORIDA 33304
________
PROXY STATEMENT
________
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of BankAtlantic Bancorp, Inc. (the "Company") of
proxies for use at the Special Meeting of Shareholders of the Company (the
"Special Meeting") to be held at 1750 East Sunrise Boulevard, Fort Lauderdale,
Florida 33304 on Wednesday, January 28, 1998 at 10:00 a.m., and at any and all
postponements or adjournments thereof, for the purposes set forth in the
accompanying Notice of Meeting.
This Proxy Statement, Notice of Meeting and accompanying proxy card
will be mailed to shareholders on or about January ___, 1998.
GENERAL
Each proxy solicited hereby, if properly executed and received by the
Company prior to the Special Meeting and not revoked prior to its use, will be
voted in accordance with the instructions contained therein. Executed proxies
with no instructions contained therein will be voted for the proposals described
below. Although the Board of Directors is unaware of any matters to be presented
at the Special Meeting other than the proposals described below, if any other
matters are properly brought before the Special Meeting, the persons named in
the enclosed form of proxy will vote as proxies in accordance with their own
best judgment on those matters.
Any shareholder signing and returning a proxy on the enclosed form has
the power to revoke it at any time before it is exercised by notifying the
Secretary of the Company in writing at the address set forth above, by
submitting a duly executed proxy bearing a later date or by attending the
Special Meeting and voting in person.
The Company will bear the expense of soliciting proxies in the
accompanying form and of reimbursing brokers, nominees and fiduciaries for the
out-of-pocket and clerical expenses of transmitting copies of the proxy material
to the beneficial owners of shares held of record by such persons. The Company
does not currently intend to solicit proxies other than by use of the mail, but
certain directors, officers and regular employees of the Company or its
subsidiary BankAtlantic, without additional compensation, may solicit proxies
personally or by telephone, telegram, special letter or otherwise. In addition,
the Company may retain the services of a proxy solicitor to solicit proxies on
behalf of the Company although no decision has been made at this time regarding
such retention. If a proxy solicitor were to be retained, it is expected that it
would be paid a customary fee, including the reimbursement of reasonable
out-of-pocket expenses, and that any solicitation by the proxy solicitor would
be made in the same manner discussed above.
RECORD DATE; STOCKHOLDERS ENTITLED TO VOTE
Only holders of record of the Company's Class A Common Stock and Class
B Common Stock, each par value $.01 per share, at the close of business on
December 29, 1997 (the "Record Date") are entitled to vote, as indicated herein,
at the Special Meeting. On the Record Date, there were ___________ shares of
Class A Common Stock and ___________ shares of Class B Common Stock issued and
outstanding. Each share of Class B Common Stock is entitled to one vote on all
matters presented for a vote at the Special Meeting. Holders of the Class A
Common Stock are entitled to one vote on Proposal 1 but will not be entitled to
vote on Proposal 2 or, unless otherwise required by law, on any other matter
presented for a vote at the Special Meeting.
<PAGE>
QUORUM; ADJOURNMENT
The presence, in person or by proxy, of at least a simple majority of
the total outstanding shares of Class B Common Stock is necessary to constitute
a quorum to carry on business at the Special Meeting and the presence, in person
or by proxy, of at least a simple majority of the total outstanding shares of
Class A Common Stock is necessary to constitute a quorum to consider and vote
upon Proposal 1. In the event that there are not sufficient shares represented
for a quorum, the Special Meeting may be adjourned from time to time until a
quorum is obtained; provided, however, that if a sufficient number of shares of
Class B Common Stock representing a quorum exists, but the number of shares of
Class A Common Stock present does not constitute a quorum, the Company may
transact any business that does not require the vote of the holders of Class A
Common Stock.
VOTE REQUIRED FOR APPROVAL
To approve Proposal 1, the number of votes in favor of the proposal
must exceed the number of votes against the proposal with the holders of shares
of Class A Common Stock and Class B Common Stock voting as separate voting
groups. Only the holders of Class B Common Stock will be entitled to vote on
Proposal 2, and to approve Proposal 2 the number of votes in favor of the
proposal must exceed the number of votes against the proposal. In each case,
abstentions and broker non-votes will have no effect on the vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Listed in the table below are the beneficial owners known by the
Company to hold as of December 1, 1997 more than 5% of the Company's outstanding
shares of Class A Common Stock or Class B Common Stock. In addition, this table
includes the outstanding shares beneficially owned by directors of the Company
and certain executive officers who are not directors of the Company, and the
number of shares owned by directors and executive officers as a group.
-2-
<PAGE>
<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK PERCENT OF PERCENT OF
AS OF AS OF CLASS A CLASS B
NAME OF BENEFICIAL OWNER DECEMBER 1, 1997 DECEMBER 1, 1997 COMMON STOCK COMMON STOCK
- ------------------------ ---------------- ---------------- ------------ ------------
<S> <C> <C> <C> <C>
BFC Financial Corporation (1)(2)(3) 4,287,712 4,876,124 36.97 45.67
FMR Corp.(2) 196,011 784,046 1.69 7.34
PNC Bank Corp.(2) 169,605 678,420 1.46 6.35
John E. Abdo(3)(4) 167 105,466 * *
Steven M. Coldren(4) 19,876 24,779 * *
Bruno L. DiGiulian(4) 44,776 59,297 * *
Mary E. Ginestra(4) 32,795 46,726 * *
Frank V. Grieco 6,899 16,599 * *
Alan B. Levan(1) 4,287,910 4,942,801 36.97 46.29
Charlie C. Winningham II(4) 75,642 91,685 * *
Jasper R. Eanes 3,692 9,265 * *
Lewis F. Sarrica(4) 5,582 25,390 * *
All directors and executive officers
of the Company and BankAtlantic as
a group (9 persons, including the
individuals identified above) 4,481,420 5,335,127 38.64 49.96
</TABLE>
______________
* Less than one percent of the class.
(1) Mr. Levan has sole voting and investment power with respect to 198
shares of Class A Common Stock and sole voting and investment power
with respect to 208 shares of Class B Common Stock. Amounts for Mr.
Levan include beneficial ownership of 66,469 shares of Class B Common
Stock that may be acquired within 60 days pursuant to stock options on
which shares Mr. Levan would have sole voting and investment power upon
acquisition. Mr. Levan may be deemed to be the beneficial owner of the
shares of Class A and Class B Common Stock beneficially owned by BFC
Financial Corporation ("BFC"), a financial services and savings bank
holding company.
(2) BFC's mailing address is 1750 East Sunrise Boulevard, Fort Lauderdale,
Florida 33304. FMR Corp.'s mailing address is 82 Devonshire Street,
Boston, Massachusetts 02109. PNC Bank Corp.'s mailing address is One
PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707.
Amounts for FMR Corp. and PNC Bank Corp. are based on public filings
made by such entities on Schedules 13G.
(3) Mr. Abdo, Vice Chairman of the Company and BankAtlantic owns 15.9% of
the outstanding common stock of BFC. He also serves as Vice Chairman
of BFC.
(4) Includes beneficial ownership of the following shares by the following
persons which may be acquired within 60 days pursuant to stock options:
Mr. Abdo - 105,288 Class B shares; Mr. DiGiulian - 19,534 Class A
shares and 32,812 Class B shares; Mr. Coldren - 19,534 Class A shares
and 24,419 Class B shares; Mrs. Ginestra - 19,534 Class A shares and
32,812 Class B shares; Mr. Winningham - 19,534 Class A shares and
32,812 Class B shares; and Mr. Sarrica - 19,532 Class B shares.
-3-
<PAGE>
PROPOSALS FOR APPROVAL OF AMENDMENTS TO THE COMPANY'S
ARTICLES OF INCORPORATION
The Class A Amendment (as defined below) constitutes Proposal 1 of this
Proxy Statement and the Class B Amendment (as defined below) constitutes
Proposal 2 of this Proxy Statement. Each of the Amendments will be voted upon
separately as discussed herein and implementation of the Class A Amendment and
the Class B Amendment are not conditioned upon the approval of the other.
DESCRIPTION OF THE AMENDMENTS
The Board of Directors is proposing to amend Article 3 of the Company's
Articles of Incorporation in two respects. The proposed amendments to the
Company's Articles of Incorporation, which are set forth in Articles of
Amendment attached hereto as Appendix A, (i) increase the authorized shares of
the Company's Class A Common Stock from 30 million to 80 million shares (the
"Class A Amendment") and (ii) increase the authorized shares of the Company's
Class B Common Stock from 15 million to 45 million shares (the "Class B
Amendment" and, together with the Class A Amendment, the "Amendments"). The
relative rights, powers and limitations of the Class A Common Stock and Class B
Common Stock would remain unchanged by the Amendments.
REASONS FOR THE AMENDMENTS
The Company's Articles of Incorporation presently authorize the
issuance of a total of 30 million shares of Class A Common Stock and 15 million
shares of Class B Common Stock. At December __, 1997, _________ shares of Class
A Common Stock and ________ shares of Class B Common Stock were issued and
outstanding. In addition, an aggregate of 1,290,736 shares of Class A Common
Stock are reserved for issuance upon exercise of currently outstanding stock
options, and an aggregate of 13,176,807 shares of Class A Common Stock are
reserved for issuance upon conversion of the currently outstanding 6 3/4%
Convertible Subordinated Debentures of the Company and upon conversion of the
currently outstanding 5.625% Convertible Subordinated Debentures of the Company.
Additionally, an aggregate of 1,742,547 shares of Class B Common Stock are
reserved for issuance upon exercise of currently outstanding stock options and
warrants. Accordingly, at December __, 1997 there were ________ authorized
shares of Class A Common Stock and ________ authorized shares of Class B Common
Stock unissued and not reserved for issuance.
The Board believes that approval of the Amendments will allow the
Company to have greater flexibility to consider potential future actions which
involve the issuance of shares, including possible future financings,
acquisitions, stock dividends or distributions or other corporate purposes which
may be identified in the future by the Board.
The Company issued two 25% stock dividends in each of 1996 and 1997
which were payable in shares of Class A Common Stock. Further, the Company
anticipates that it may, based on market conditions and other factors, issue
additional shares of Class A Common Stock as stock dividends since the Board
believes that these stock dividends contribute to a broader and enhanced trading
market for the Class A Common Stock.
The Company is seeking approval of the Amendments for strategic
purposes and, except as discussed above, has not reached any definitive
agreements with respect to the issuance of any shares of Class A Common Stock or
Class B Common Stock. However, no subsequent shareholder approval will be
required prior to the issuance of the authorized number of shares of Class A
Common Stock or Class B Common Stock (including the additional shares for which
authorization is sought hereby), nor is it anticipated that shareholder approval
will be sought in connection with any such future issuances, unless such
approval is otherwise required by law or regulation.
-4-
<PAGE>
POSSIBLE ANTI-TAKEOVER EFFECTS OF THE AMENDMENTS
The authorization of additional shares of Class A Common Stock and
Class B Common Stock contemplated by the Amendments is not intended to have an
anti-takeover effect. However, the issuance of Class A Common Stock, which is
non-voting, whether in connection with a public offering, an acquisition or a
stock dividend, could have the effect of enabling existing management and
shareholders, including BFC, to retain substantially their current relative
voting power without the dilution which would be experienced if additional
voting securities were issued. Further, in the event that a stock dividend on
the Class B Common Stock was declared which was payable in Class A Common Stock,
the recipient could dispose of shares of Class A Common Stock without affecting
its voting power. The approval of the Class A Amendment will allow the existing
shareholders, including BFC, to continue to exercise voting control over the
Company even if the Company were to raise additional capital through the
issuance of Class A Common Stock, and the approval of the Class A Amendment
and/or the Class B Amendment will result in the authorization of additional
shares which may be issued without additional shareholder approval. In addition,
the authorization of additional shares of Class B Common Stock would provide
management with the ability to negate the efforts of unfriendly acquirors
through the issuance of Class B Common Stock to others who are friendly to
management. As a consequence, approval of the Amendments may further limit the
circumstances in which a sale or transfer of control of the Company could be
consummated which was not acceptable to BFC or management. Although the Board of
Directors considers it in the best interest of the shareholders to allow the
Company to have greater flexibility to consider future actions which involve the
issuance of shares as discussed above, the issuance of additional shares could
discourage unsolicited acquisition proposals which often involve the purchase of
stock at a premium. However, it should be noted that a sale, contested merger,
assumption of control by an outside principal shareholder or the removal of
incumbent directors, would at the present time be difficult if not impossible
without BFC's concurrence given BFC's ownership position in the Company.
The Company's present Articles of Incorporation and By-Laws also
contain other provisions which could have anti-takeover effects. These
provisions include, without limitation, (i) the authority of the Board of
Directors to issue additional shares of preferred stock and to fix the relative
rights and preferences of the preferred stock without additional shareholder
approval, (ii) the division of the Company's board of directors into three
classes of directors with three-year staggered terms, and (iii) certain notice
procedures to be complied with by shareholders in order to make shareholder
proposals or nominate directors.
Neither the Class A Common Stock nor Class B Common Stock entitle the
holder thereof to any preemptive rights.
The Company has been advised that management and BFC currently intend
to vote all shares of Class A Common Stock and Class B Common Stock owned by
them in favor of Proposal 1 and all shares of Class B Common Stock owned by them
in favor of Proposal 2.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO AMEND THE
ARTICLES OF INCORPORATION AS SET FORTH IN PROPOSAL 1 AND PROPOSAL 2
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company is not aware of any matters, other than those referred to in the
accompanying Notice of Meeting, that may be brought before the Special Meeting.
However, if any other matters should properly come before the Special Meeting,
the persons named in the enclosed form of proxy or their substitutes will vote
with respect to any such matters in accordance with their best judgment.
-5-
<PAGE>
INCORPORATION BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December
31, 1996 and the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1997 are incorporated by reference into this
Proxy Statement. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Proxy Statement 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 this Proxy Statement.
THIS PROXY STATEMENT INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
IN SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE AND WILL BE SENT BY FIRST CLASS
MAIL WITHIN ONE BUSINESS DAY OF RECEIPT OF AN ORAL OR WRITTEN REQUEST MADE TO
BANKATLANTIC BANCORP, INC., 1750 EAST SUNRISE BOULEVARD, FORT LAUDERDALE,
FLORIDA 33304; TELEPHONE: (954) 760-5000; ATTENTION: JEAN CARVALHO, SECRETARY.
IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE
AT LEAST TEN (10) BUSINESS DAYS BEFORE THE SPECIAL MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Jean Carvalho
Secretary
January ___, 1998
-6-
<PAGE>
APPENDIX A
FORM OF
ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BANKATLANTIC BANCORP, INC.
The Amended and Restated Articles of Incorporation of BANKATLANTIC
BANCORP, INC., a Florida corporation (the "Corporation"), are hereby amended
pursuant to the provisions of Section 607.1006 of the Florida Business
Corporation Act as follows:
1. The introductory paragraph of Article III shall be deleted in its
entirety and amended to read as follows:
ARTICLE III - CAPITAL STOCK
The aggregate number of shares of capital stock which this Corporation
shall have authority to issue is One Hundred Thirty Five Million
(135,000,000) of which Ten Million (10,000,000) shall be preferred
stock, par value $.01 per share, and of which One Hundred Twenty Five
Million (125,000,000) shall be common stock, par value $.01 per share,
consisting of Eighty Million (80,000,000) shares of a class designated
"Class A Common Stock" and Forty Five Million (45,000,000) shares of a
class designated "Class B Common Stock" (the Class A Common Stock and
the Class B Common Stock are sometimes hereinafter referred to
collectively as the "Common Stock"). The preferred stock may be divided
into and issued in series by the Board of Directors as set forth below.
The Board of Directors shall fix the consideration to be received for
each share. Such consideration shall consist of any tangible or
intangible property or benefit to this Corporation, including cash,
promissory notes, services performed or securities of other
corporations or entities and shall have a value, in the judgment of the
Board of Directors, equivalent to or greater than the full par value of
the shares. In the case of a stock dividend, that part of the surplus
of the Corporation which is transferred to stated capital upon the
issuance of shares as a share dividend shall be deemed to be the
consideration for their issuance.
<PAGE>
REVOCABLE PROXY
THIS REVOCABLE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
BANKATLANTIC BANCORP, INC.
The undersigned appoints Bruno L. Di Giulian and Charlie C. Winningham,
II or either of them, with full power of substitution and resubstitution,
proxies of the undersigned with all the powers that the undersigned would
possess if personally present to cast all votes which the undersigned would be
entitled to vote at the Special Meeting of Stockholders (the "Special Meeting")
of BankAtlantic Bancorp, Inc. (the "Company"), to be held at 10:00 a.m. local
time, on Wednesday, January 28, 1998, at 1750 East Sunrise Boulevard, Fort
Lauderdale, Florida 33304, and at any and all adjournments thereof, including
(without limiting the generality of the foregoing) to vote and act as indicated
on the back of this card.
Your Board of Directors unanimously recommends that you vote FOR the
item set forth below as described in the Notice of Special Meeting and Proxy
Statement.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting. This Proxy will be
voted at the Special Meeting or any adjournment thereof. This Proxy will be
voted in accordance with the instructions set forth herein, or in the event no
instructions are set forth, this Proxy will be voted FOR the item set forth
below as described in the Notice of Special Meeting and Proxy Statement. This
Proxy hereby revokes all prior proxies given with respect to the shares of the
undersigned.
<TABLE>
<CAPTION>
<S> <C>
1. Approval and Adoption of an Amendment to the Company's Please complete, sign, date and return promptly this
Articles of Incorporation Increasing the Authorized Shares of Proxy in the enclosed pre-addressed return envelope.
the Company's Class A Common Stock No postage is required for mailing in the United States.
For Against Abstain Date: ________________________________________________
[ ] [ ] [ ] (Month, day, year)
______________________________________________________
Signature(s)
______________________________________________________
Signatures(s)
IMPORTANT: Please date this Proxy and sign exactly as
your name appears to the left. When signing as attorney,
executor, administrator, trustee or guardian, please
[Address Label] give full title as such. If a corporation, please sign
the full corporate name by President or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.
</TABLE>
<PAGE>
REVOCABLE PROXY
THIS REVOCABLE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
BANKATLANTIC BANCORP, INC.
The undersigned appoints Bruno L. Di Giulian and Charlie C. Winningham,
II or either of them, with full power of substitution and resubstitution,
proxies of the undersigned with all the powers that the undersigned would
possess if personally present to cast all votes which the undersigned would be
entitled to vote at the Special Meeting of Stockholders (the "Special Meeting")
of BankAtlantic Bancorp, Inc. (the "Company"), to be held at 10:00 a.m. local
time, on Wednesday, January 28, 1998, at 1750 East Sunrise Boulevard, Fort
Lauderdale, Florida 33304, and at any and all adjournments thereof, including
(without limiting the generality of the foregoing) to vote and act as indicated
on the back of this card.
Your Board of Directors unanimously recommends that you vote FOR the
items set forth below as described in the Notice of Special Meeting and Proxy
Statement.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting. This Proxy will be
voted at the Special Meeting or any adjournment thereof. This Proxy will be
voted in accordance with the instructions set forth herein, or in the event no
instructions are set forth, this Proxy will be voted FOR the items set forth
below as described in the Notice of Special Meeting and Proxy Statement. This
Proxy hereby revokes all prior proxies given with respect to the shares of the
undersigned.
<TABLE>
<CAPTION>
<S> <C>
1. Approval and Adoption of an Amendment to the Company's Please complete, sign, date and return promptly this
Articles of Incorporation Increasing the Authorized Shares of Proxy in the enclosed pre-addressed return envelope.
the Company's Class A Common Stock No postage is required for mailing in the United States.
For Against Abstain Date: ________________________________________________
[ ] [ ] [ ] (Month, day, year)
______________________________________________________
Signature(s)
______________________________________________________
Signatures(s)
2. Approval and Adoption of an Amendment to the Company's
Articles of Incorporation Increasing the Authorized Shares of
the Company's Class B Common Stock
For Against Abstain
[ ] [ ] [ ]
IMPORTANT: Please date this Proxy and sign exactly as
your name appears to the left. When signing as attorney,
executor, administrator, trustee or guardian, please
[Address Label] give full title as such. If a corporation, please sign
the full corporate name by President or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.
</TABLE>
