SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
BANKATLANTIC BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
BANKATLANTIC BANCORP, INC.
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on the 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:
[ ] 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 LOGO
BANKATLANTIC BANCORP, INC.
1750 EAST SUNRISE BOULEVARD
FORT LAUDERDALE, FLORIDA 33304
June 13, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
BankAtlantic Bancorp, Inc. (the "Company"), which will be held on Tuesday, July
22, 1997 at 1:00 p.m., local time, at the Wyndham Hotel, 1825 Griffin Road,
Dania, Florida 33004.
At the Annual Meeting, holders of the Company's Class B Common Stock will
be asked to vote upon the election of three directors, two of which will serve
on the Company's Board of Directors until the 2000 Annual Meeting of
Stockholders and one of which will serve until the 1999 Annual Meeting of
Stockholders.
The Notice of Annual Meeting and Proxy Statement, which are contained in
the following pages, more fully describe the action to be taken by the holders
of Class B Common Stock at the Annual Meeting.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES IN FAVOR OF
THE ELECTION OF THE NOMINEES FOR DIRECTOR.
Whether or not you plan to attend the Annual 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 Annual 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,
/S/ ALAN B. LEVAN
---------------------------
Alan B. Levan
Chairman of the Board
<PAGE>
BANKATLANTIC BANCORP, INC.
PROXY STATEMENT FOR THE
1997 ANNUAL MEETING OF STOCKHOLDERS
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 22, 1997
----------------
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders (the
"Annual Meeting") of BankAtlantic Bancorp, Inc. (the "Company"), will be held at
the Wyndham Hotel, 1825 Griffin Road, Dania, Florida 33004 on Tuesday, July 22,
1997 commencing at 1:00 p.m., local time, for the following purposes:
1. To elect three directors to the Company's Board of Directors, two of which
will serve until the 2000 Annual Meeting of Stockholders and one of which
will serve until the 1999 Annual Meeting of Stockholders.
2. To transact such other business as may properly be brought before the
Annual Meeting or any adjournment thereof.
The election of directors is more fully described in the Proxy Statement
which forms a part of this Notice.
Only holders of record of Class B Common Stock at the close of business on
June 6, 1997 are entitled to notice of and to vote on all matters at the Annual
Meeting. Class A Common Stockholders will not be entitled to vote at this
meeting.
Sincerely yours,
/S/ JEAN CARVALHO
----------------------------
Jean Carvalho
Secretary
Fort Lauderdale, Florida
June 13, 1997
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 ANNUAL
MEETING, PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY 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 1997 Annual Meeting of Stockholders of the Company (the "Annual
Meeting") to be held at the Wyndham Hotel, 1825 Griffin Road, Dania, Florida
33004 on Tuesday, July 22, 1997 at 1:00 p.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 are
expected to be mailed to stockholders on or about June 13, 1997.
GENERAL
Each proxy solicited hereby, if properly executed and received by the
Company prior to the Annual 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 election of the
nominees as directors described below. Although the Board of Directors is
unaware of any matters to be presented at the Annual Meeting, other than matters
disclosed herein, if any other matters are properly brought before the Annual
Meeting, the persons named in the enclosed form of proxy will vote as proxies in
accordance with their own best judgment on those matters.
Only holders of the Company's Class B Common Stock will be entitled to vote
on all matters at the Annual Meeting.
Any stockholder 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 Annual 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 materials to the
beneficial owners of shares held of record by such persons. The Company does not
intend to solicit proxies other than by use of mail, but certain directors,
officers and regular employees of the Company or its subsidiary BankAtlantic, A
Federal Savings Bank ("BankAtlantic"), without additional compensation, may
solicit proxies personally or by telephone, telegram, special letter or
otherwise.
RECORD DATE; STOCKHOLDERS ENTITLED TO VOTE
Holders of record of the Company's Class B Common Stock par value $.01 per
share at the close of business on June 6, 1997 (the "Record Date") are entitled
to vote on all matters presented at the Annual Meeting. On the Record Date,
there were 10,753,930 shares of Class B Common Stock issued and outstanding and
each share of Class B Common Stock is entitled to one vote on all matters
presented for a vote at the Annual Meeting. Holders of the Company's Class A
Common Stock are not entitled to vote on any of the matters to be submitted for
a vote at the Annual 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 Annual Meeting. In the event that there are
not sufficient shares represented for a quorum, the Annual Meeting may be
adjourned from time to time until a quorum is obtained.
VOTE REQUIRED FOR APPROVAL
Nominees for the terms to expire at the 1999 and 2000 Annual Meetings of
Stockholders who receive a plurality of the votes of Class B Common Stock cast
in person or by proxy at the Annual Meeting will be elected directors of the
Company; accordingly, abstentions and broker non-votes will not affect the
outcome of the election.
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 April 1, 1997 more than 5% of the Company's outstanding Common Stock.
In addition, this table includes the outstanding securities beneficially owned
by the executive officers listed in the Summary Compensation Table and the
number of shares owned by directors and executive officers as a group. Any
securities beneficially owned by directors and director nominees are disclosed
under "Election of Directors" elsewhere herein.
<TABLE>
<CAPTION>
CLASS A CLASS B
AMOUNT AND AMOUNT AND
NATURE OF NATURE OF
BENEFICIAL BENEFICIAL
OWNERSHIP OWNERSHIP PERCENT OF PERCENT OF
AS OF AS OF CLASS A CLASS B
NAME OF BENEFICIAL OWNER APRIL 1, 1997 APRIL 1, 1997 COMMON STOCK COMMON STOCK
- ------------------------------------------- ---------------- ---------------- --------------- --------------
<S> <C> <C> <C> <C>
BFC Financial Corporation(1)(2)(3) ...... 2,654,945 4,876,124 33.83 45.40
FMR Corp.(2) ........................... 156,809 627,237 2.01 5.84
PNC Bank Corp(2) ........................ 135,684 542,736 1.74 5.06
Alan B. Levan(1) ........................ 2,655,062 5,044,792 33.83 45.40
Frank V. Grieco(4) ..................... 5,700 21,099 * *
Lewis F. Sarrica(4) ..................... 3,295 21,483 * *
Jasper R. Eanes ........................ 2,373 9,265 * *
All directors and executive officers
of the Company and BankAtlantic
as a group (11 persons, including the
individuals identified above) ......... 2,755,130 5,391,327 35.10 48.52
</TABLE>
- ----------------
* Less than one percent of the class.
(1) Mr. Levan has sole voting and investment power with respect to 117 shares of
Class A Common Stock and sole voting and investment power with respect to
208 shares of Class B Common Stock. Includes beneficial ownership of 168,460
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.
(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 which may be acquired
within 60 days pursuant to stock options by: Mr. Grieco--8,741 Class B
shares and Mr. Sarrica--15,625 Class B shares.
2
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors consists of seven directors divided into
three classes, each of which has three year terms which expire in annual
succession. Three directors will be elected at the Annual Meeting, two of which
will serve for terms expiring on the date of the Annual Meeting of Stockholders
in 2000 and one of which will serve for a term expiring on the date of the
Annual Meeting of Stockholders in 1999, and in each case until their successors
are duly elected and qualified. Unless otherwise directed, each proxy executed
and returned by a Class B Common Stock stockholder will be voted for the
election of the nominees shown in the accompanying table. If any nominee is
unable to serve, which the Board of Directors has no reason to expect, the
shares represented by proxy will be voted for the other named nominees and for
the person, if any, who is designated by the Board of Directors to replace such
nominee.
The following table sets forth the names of the directors of the Company
including the names of directors of the Company whose terms of office will
expire at the Annual Meeting. Each director whose term of office is to expire at
the Annual Meeting will be nominated for reelection at the Annual Meeting. The
table contains certain information with respect to the directors, including the
principal occupation or employment for at least the previous five years, his or
her positions or offices at the Company and BankAtlantic, A Federal Savings Bank
("BankAtlantic") and the number and percentage of shares of the Company's Class
A or Class B Common Stock beneficially owned by each director as of April 1,
1997.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL OWNERSHIP
AS OF APRIL 1, 1997
---------------------------------------------
FIRST CLASS A CLASS B
NAME AND PRINCIPAL BECAME A COMMON COMMON
OCCUPATION OR EMPLOYMENT(1) AGE DIRECTOR(5) STOCK STOCK
- ------------------------------------------ ------ -------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
NOMINEES FOR TERMS ENDING IN 2000
John E. Abdo ........................... 53 1984 100 84,408(6)
Vice Chairman of the Company and
BankAtlantic. Elected as an officer of
BankAtlantic in 1987. President and
Chief Executive Officer of Wellington
Construction & Realty, Inc., Director of
Benihana National Corporation,
Director and Chairman of the Board of
Coconut Code, Inc., Vice Chairman of
BFC Financial Corporation.
Frank V. Grieco ........................ 53 1991 5,700 (6) 21,099 (6)
Senior Executive Vice President of the
Company and BankAtlantic. Elected as
an officer of BankAtlantic in 1991.
NOMINEE FOR TERM ENDING IN 1999
Bruno Di Giulian ........................ 63 1985 22,710 (4)(6) 52,734 (4)(6)
Of counsel, Ruden McClosky Smith
Schuster & Russell, P.A., a law firm.
DIRECTOR WHOSE TERM ENDS IN 1999
Alan B. Levan ........................... 52 1984 2,655,062 (2) 5,044,792 (2)
Chairman of the Board, Chief Executive
Officer and President of the Company
and BankAtlantic. Elected as an officer
of BankAtlantic in 1987. President,
Chairman of the Board and Chief
Executive Officer of BFC Financial
Corporation.
<CAPTION>
PERCENT OF PERCENT OF
CLASS A CLASS B
NAME AND PRINCIPAL COMMON COMMON
OCCUPATION OR EMPLOYMENT(1) STOCK STOCK
- ------------------------------------------ ------------- ------------
<S> <C> <C>
NOMINEES FOR TERMS ENDING IN 2000
John E. Abdo ........................... * *
Vice Chairman of the Company and
BankAtlantic. Elected as an officer of
BankAtlantic in 1987. President and
Chief Executive Officer of Wellington
Construction & Realty, Inc., Director of
Benihana National Corporation,
Director and Chairman of the Board of
Coconut Code, Inc., Vice Chairman of
BFC Financial Corporation.
Frank V. Grieco ........................ * *
Senior Executive Vice President of the
Company and BankAtlantic. Elected as
an officer of BankAtlantic in 1991.
NOMINEE FOR TERM ENDING IN 1999
Bruno Di Giulian ........................ ) * *
Of counsel, Ruden McClosky Smith
Schuster & Russell, P.A., a law firm.
DIRECTOR WHOSE TERM ENDS IN 1999
Alan B. Levan ........................... 33.83 45.40
Chairman of the Board, Chief Executive
Officer and President of the Company
and BankAtlantic. Elected as an officer
of BankAtlantic in 1987. President,
Chairman of the Board and Chief
Executive Officer of BFC Financial
Corporation.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
FIRST
NAME AND PRINCIPAL BECAME A
OCCUPATION OR EMPLOYMENT(1) AGE DIRECTOR(5)
- ------------------------------------------- ------ --------------
<S> <C> <C>
DIRECTORS WHOSE TERMS END IN 1998
Steven M. Coldren ........................ 49 1986
Chairman and President of Business
Information Systems, Inc., a distributor
of dictation, word processing and
computer equipment and Chairman of
Digital Information Systems Corp., a
distributor of hospital computer systems.
Mary E. Ginestra ........................ 72 1980
Private Investor
Charlie C. Winningham, II ............... 64 1976
President of C. C. Winningham
Corporation, a land surveying firm.
<CAPTION>
AMOUNT AND
NATURE OF
BENEFICIAL OWNERSHIP
AS OF APRIL 1, 1997
------------------------------------- PERCENT OF PERCENT OF
CLASS A CLASS B CLASS A CLASS B
NAME AND PRINCIPAL COMMON COMMON COMMON COMMON
OCCUPATION OR EMPLOYMENT(1) STOCK STOCK STOCK STOCK
- ------------------------------------------- --------------------- --------------- ------------- ------------
<S> <C> <C> <C> <C>
DIRECTORS WHOSE TERMS END IN 1998
Steven M. Coldren ........................ 8,015(3)(6) 19,894(3)(6) * *
Chairman and President of Business
Information Systems, Inc., a distributor
of dictation, word processing and
computer equipment and Chairman of
Digital Information Systems Corp., a
distributor of hospital computer systems.
Mary E. Ginestra ........................ 15,640(6) 40,163(6) * *
Private Investor
Charlie C. Winningham, II ............... 40,925(3)(6) 85,122(3)(6) * *
President of C. C. Winningham
Corporation, a land surveying firm.
</TABLE>
- ----------------
* Less than one percent of the class.
(1) Except as otherwise indicated, there has been no change in principal
occupation or employment during the past five years.
(2) Mr. Levan has sole voting and investment power with respect to 117 shares of
Class A Common Stock and sole voting and investment power with respect to
208 shares of Class B Common Stock. Includes beneficial ownership of 168,460
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. See "Security Ownership of Certain
Beneficial Owners and Management" for a description of the shares of Class A
and Class B Common Stock owned by BFC. Mr. Levan may be deemed to be the
beneficial owner of the shares of the Company owned by BFC.
(3) Shares beneficially owned by the indicated director and his wife are: Mr.
Coldren--203 Class A shares, 360 Class B shares; and Mr. Winningham--33,112
Class A shares, 58,873 Class B shares. The indicated director shares voting
and investment power with respect to these shares.
(4) The indicated director's wife beneficially owns 8,276 Class A shares and
33,106 Class B shares.
(5) Indicates date of becoming a director of BankAtlantic. Each director became
a director of the Company on July 13, 1994 when BankAtlantic completed its
reorganization into a holding company structure.
(6) Includes beneficial ownership of the following shares which may be acquired
within 60 days pursuant to stock options: Mr. Abdo--84,230 Class B shares;
Mr. Di Giulian--7,813 Class A shares, 26,249 Class B shares; Mr.
Grieco--8,741 Class B shares; Mr. Coldren--7,813 Class A shares, 19,534
Class B shares; Mrs. Ginestra--7,813 Class A shares, 26,249 Class B shares;
and Mr. Winningham--7,813 Class A shares, 26,249 Class B shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT
ALL OF THE NOMINEES BE ELECTED AS DIRECTORS.
4
<PAGE>
DIRECTORS' FEES
Directors of the Company each receive an annual retainer of $18,600 with no
additional compensation for attendance at each Board of Directors' meeting or
meeting of a committee of which he or she is a member. Directors who are also
officers of the Company or BankAtlantic do not receive additional compensation
for attendance at Board of Directors' meetings or committee meetings. In 1994,
upon the establishment of the 1994 BankAtlantic Stock Plan, non employee
directors each received a one time grant of options to acquire 12,209 shares of
the Company's Class B Common Stock. In 1996, upon the establishment of the 1996
BankAtlantic Bancorp Stock Option Plan non-employee directors each received a
one time grant of options to acquire 7,813 shares of the Company's Class A
Common Stock. Additionally under this plan the non-employee directors received
on May 1, 1997 an additional one time grant of options to acquire 7,813 shares
of the Company's Class A Common Stock.
DIRECTOR AND MANAGEMENT INDEBTEDNESS
BankAtlantic, in the ordinary course of its business, makes mortgage and
other installment loans to its employees, officers and directors. These loans
are made pursuant to normal lending criteria and in management's judgment do not
involve more than the normal risk of collectibility nor present any other
unfavorable features. Employees, officers and directors of BankAtlantic, prior
to May 31, 1990, received a preferential interest rate on home mortgage loans.
Executive officers and directors have not been entitled to reduced rates or
reduced points on any new loans granted after May 31, 1990.
The following table and the notes thereto set forth certain information, as
of April 1, 1997, with respect to loans made by BankAtlantic to its executive
officers and directors and members of their immediate families, who had
aggregate borrowings of $60,000 or greater from BankAtlantic at any time since
January 1, 1996.
<TABLE>
<CAPTION>
HIGHEST AMOUNT OUTSTANDING
OUTSTANDING SINCE BALANCE AT
NAME AND CAPACITY IN WHICH SERVED JANUARY 1, 1996 APRIL 1, 1997 INTEREST RATE
- ---------------------------------------------- -------------------- ---------------- -------------------
<S> <C> <C> <C>
Jean E. Carvalho, Corporate Secretary ...... $ 10,684 $ -0- 7.00 (5)
20,252 -0- 8.25 (5)
14,572 13,513 9.25 (6)
71,403 70,129 8.75 (1)*
Steven M. Coldren, Director ............... 132,128 -0- 8.75 (1)
73,072 -0- 10.25 (3)
313,953 -0- 7.75 (2)
49,132 -0- 11.00 (4)
Mary E. Ginestra, Director .................. 116,097 109,569 8.25 (1)*
Charlie C. Winningham II, Director ......... 210,915 197,825 7.50 (1)*
</TABLE>
- ----------------
* Denotes preferential rate
(1) Conventional single family mortgage loan
(2) Adjustable rate single family mortgage loan
(3) Commercial loan
(4) Second mortgage--fixed rate
(5) Automobile loan
(6) Adjustable rate equity credit line
5
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
The Board of Directors met ten times, and took action by Unanimous Written
Consent twice during the last fiscal year. The Board of Directors has
established a number of committees, including Audit and Compensation Committees.
The Board of Directors does not have a Nominating Committee. Each of the members
of the Board of Directors attended at least 75% of the meetings of the Board and
Committees on which he or she served.
The Audit Committee consists of: Steven M. Coldren, Chairman, Charlie C.
Winningham, II and Mary E. Ginestra. The Committee met four (4) times during the
last fiscal year. The Audit Committee recommends engagement of the independent
auditors, considers the fee arrangement and scope of the audit, reviews the
financial statements and the independent auditors' report, reviews the
activities and recommendations of BankAtlantic's internal auditors, considers
comments made by the independent auditors with respect to BankAtlantic's and the
Company's internal control structure, and reviews internal accounting procedures
and controls with BankAtlantic's financial and accounting staff.
The Compensation Committee consists of: Bruno L. Di Giulian, Chairman, Mary
E. Ginestra, Charlie C. Winningham, II and Steven M. Coldren. The Committee met
four (4) times during the 1996 fiscal year. The Compensation Committee
establishes and implements compensation policies and programs for BankAtlantic
executives and recommends the compensation arrangements for senior management
and directors. It also served as the Stock Option Committee for the purpose of
determining the options granted under the Company's 1984, 1994 and 1996 Stock
Option Plans.
All stock ownership reports to be filed by officers and directors of
BankAtlantic Bancorp, Inc. and BankAtlantic were timely filed except for reports
on Form 4 were filed late by the following directors--
Messrs. Coldren, Di Giulian, and Winningham, and Ms. Ginestra with respect to
stock options granted in May, 1996.
6
<PAGE>
SUMMARY COMPENSATION TABLE
Officers of the Company receive no additional compensation other than that
paid by the Company's subsidiary, BankAtlantic. The following table sets forth
certain summary information concerning compensation paid or accrued by
BankAtlantic to or on behalf of BankAtlantic's Chief Executive Officer ("CEO")
and each of the four other highest paid executive officers of BankAtlantic
(determined as of December 31, 1996) for the fiscal years ended December 31,
1994, 1995 and 1996:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------------
NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION($)
- -------------------- ------- ------------ ------------ ------------------
<S> <C> <C> <C> <C>
Alan B. Levan 1996 $ 321,168 $ 193,740 --
Chairman of the 1995 313,080 -- --
Board, CEO, 1994 294,965 151,050 --
President
Frank V. Grieco 1996 279,873 56,442 --
Senior E.V.P., 1995 265,785 -- --
Director 1994 255,615 51,676 --
Lewis F. Sarrica 1996 201,915 29,905 --
E.V.P., Chief 1995 193,740 -- --
Investment Officer 1994 186,524 36,866 --
Jasper R. Eanes 1996 173,704 47,730 --
E.V.P., Chief 1995 166,405 -- --
Financial Officer 1994 158,486 39,129 --
John P. O'Neill 1996 204,426 -- --
Former President, 1995 195,804 -- --
Former Director(c) 1994 184,719 64,710 --
<CAPTION>
LONG-TERM COMPENSATION
-------------------------------------------
AWARDS PAYOUTS
-------------------------------- ----------
NUMBER
RESTRICTED OF STOCK
NAME AND STOCK OPTIONS LTIP ALL OTHER
PRINCIPAL POSITION AWARD(S)($) AWARDED(A) PAYOUTS COMPENSATION
- -------------------- -------------- ----------------- ---------- ---------------------
<S> <C> <C> <C> <C>
Alan B. Levan -- 93,750 -- $ 158,045 (d)
Chairman of the -- 146,485 -- 900 (b)
Board, CEO, -- 146,485 -- 1,500 (b)
President
Frank V. Grieco -- 46,876 -- 1,500 (b)
Senior E.V.P., -- 73,244 -- 900 (b)
Director -- 73,244 -- 1,500 (b)
Lewis F. Sarrica -- 23,439 -- 1,500 (b)
E.V.P., Chief -- 36,624 -- 900 (b)
Investment Officer -- 36,624 -- 1,500 (b)
Jasper R. Eanes -- 23,439 -- 1,500 (b)
E.V.P., Chief -- 36,624 -- 900 (b)
Financial Officer -- 36,624 -- 1,500 (b)
John P. O'Neill -- 9,376 (c) -- 1,500 (b)
Former President, -- 32,960 (c) -- 900 (b)
Former Director(c) -- 45,168 (c) -- 1,500 (b)
</TABLE>
- ----------------
(a) The number of options has been adjusted to reflect 5 for 4 stock splits
effected in the form of 25% stock dividends in March 1997 and July 1996.
(b) BankAtlantic contributions to its 401(k) savings plan on behalf of the named
executive.
(c) Effective January 6, 1997, Mr. O'Neill was no longer employed by the
Company. Mr. O'Neill will receive periodic severance payments for nine
months. Mr. O'Neill received prorata vesting in his stock option grants as
part of his severance arrangement and his indicated options have been
adjusted to reflect such vesting.
(d) Includes a $1,500 BankAtlantic contribution to its 401(k) savings plan on
behalf of Mr. Levan and $156,545 which represents the value of the benefit
received by Mr. Levan in connection with premiums paid by the Company for a
split-dollar life insurance policy. See Executive Compensation--Split-Dollar
Life Insurance Plan.
7
<PAGE>
OPTIONS GRANTS TABLE
The following table sets forth information concerning individual grants of
stock options to the named executives in the Summary Compensation Table pursuant
to the Company's 1996 Stock Option Plan during the fiscal year ended December
31, 1996. The Company has not granted and does not currently grant stock
appreciation rights.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------------------- VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF
OPTIONS STOCK PRICE APPRECIATION
NUMBER OF SECURITIES GRANTED TO FOR OPTION TERM(2)
UNDERLYING OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION --------------------------
NAME GRANTED(1) FISCAL YEAR PER SHARE DATE 5%($) 10%($)
- --------------------------- ----------------------- --------------- ----------------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Alan B. Levan ............ 93,750 16.78 $ 8.96 07/09/06 $ 528,268 $ 1,338,741
Frank V. Grieco ......... 46,876 8.39 8.96 07/09/06 264,141 669,387
Lewis F. Sarrica ......... 23,439 4.19 8.96 07/09/06 132,074 334,702
Jasper R. Eanes ......... 23,439 4.19 8.96 07/09/06 132,074 334,702
John P. O'Neill(3) ...... 9,376 1.68 8.96 09/30/97 52,826 133,873
</TABLE>
- ----------------
(1) Options vest on July 9, 2001 with the exception of Mr. O'Neill (see note
3). All option grants are in Class A Common Stock.
(2) Amounts for the named executive have been calculated by multiplying the
exercise price by the annual appreciation rate shown (compounded for the
remaining term of the options), subtracting the exercise price per share and
multiplying the gain per share by the number of shares covered by the
options. The dollar amounts under these columns are the result of
calculations based upon assumed rates of annual compounded stock price
appreciation specified by regulation and are not intended to forecast actual
future appreciation rates of the Company's stock price.
(3) Mr. O'Neill received prorata vesting in his stock option grants as part
of his severance arrangement and his indicated options have been adjusted to
reflect such vesting.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following table sets forth as to each of the named executive officers
information with respect to option exercises during 1996 and the status of their
options on December 31, 1996: (i) the number of shares of Class A and Class B
Common Stock underlying options exercised during 1996, (ii) the aggregate dollar
value realized upon the exercise of such options, (iii) the total number of
exercisable and non-exercisable stock options held on December 31, 1996 and (iv)
the aggregate dollar value of in-the-money exercisable options on December 31,
1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OF SHARES OPTIONS ON 12/31/96 ON 12/31/96(1)
ACQUIRED VALUE ------------------------------------------- -----------------------------
UPON REALIZED EXERCISABLE UNEXERCISABLE
EXERCISE UPON -------------------- --------------------
NAME OF OPTION EXERCISE CLASS A CLASS B CLASS A CLASS B EXERCISABLE UNEXERCISABLE
- --------------------------- ------------ ---------- ---------- ---------- --------- ---------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alan B. Levan ............ -0- $ -0- -0- 168,460 93,758 292,962 $985,320 $1,462,239
Frank V. Grieco ......... 36,429 191,892 -0- 8,741 46,876 146,488 52,425 731,134
Lewis F. Sarrica ......... 26,491 136,018 -0- 15,625 23,439 73,248 93,714 365,584
Jasper R. Eanes ......... 17,500 102,957 -0- 5,085 23,439 73,248 30,498 365,584
John P. O'Neill(2) ...... 5,616 28,818 9,376 156,744 -0- -0- 855,885 -0-
</TABLE>
- ----------------
(1) Based upon fair market values of $10.40 and $10.70 at December 31, 1996
which is the closing price for Class A and Class B Common Stock,
respectively, as reported on the Nasdaq National Market on the last trading
date of 1996.
(2) Mr. O'Neill received prorata vesting in his stock option grants as part of
his severance arrangement and his options have been adjusted to reflect such
vesting.
8
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors has designated Directors Di Giulian, Winningham,
Coldren and Ginestra to serve on the Compensation Committee. The Company's
executive officers are also executive officers of BankAtlantic and are
compensated by BankAtlantic and receive no additional compensation from the
Company. As described under "Director and Management Indebtedness", Directors
Ginestra and Winningham have outstanding loans from BankAtlantic.
EXECUTIVE OFFICER COMPENSATION
BankAtlantic's compensation program for executive officers consists of four
key elements: a base salary, an incentive bonus, deferred compensation and
periodic grants of stock options. The Committee believes that this approach best
serves the interests of stockholders by ensuring that executive officers are
compensated in a manner that advances both the short and long term interests of
the Company and its stockholders. Thus, compensation for BankAtlantic's
executive officers involves a significant portion of pay which depends on
incentive payments which are earned only if corporate goals are met or exceeded,
and stock options, which directly relate a significant portion of an executive
officer's long term remuneration to stock price appreciation realized by the
Company's stockholders.
BASE SALARY
The Company offers competitive base salaries on a review of market
practices and the duties and responsibilities of each officer. In setting base
compensation, the Committee annually examines market compensation levels and
trends observed in the labor market. Market information is used as an initial
frame of reference for annual salary adjustments and starting salary offers.
Salary decisions are determined in a structured annual review by the Committee
with input from the Chief Executive Officer ("CEO"). Salary recommendations take
into account the decision making responsibilities of each position, and the
contribution, experience and work performance of each executive officer.
ANNUAL INCENTIVE PROGRAM
The Company's management incentive program is designed to motivate
executives by recognizing and rewarding performance against pre-determined
annual financial objectives. The Committee uses the annual incentive program to
compensate executives based on the Company's profitability and achievement of
individual performance goals. A minimum profitability threshold must be achieved
before any incentive may be earned.
Each year, the Committee establishes an incentive payout schedule based on
the Company's annual financial objectives being achieved. Each participant has a
competitive target award expressed as a percentage of salary, which varies
according to level of responsibility. Each participant's target award includes
both corporate and individual components, which are weighted according to the
executive's sphere of responsibility.
LONG-TERM INCENTIVE PLAN
A Long-Term Compensation Plan is the primary vehicle for providing
long-term compensation to those officers who have a more direct impact on
creating shareholder value. Annually Senior Management, comprised of executive
officers, is eligible to receive, subject to 5 year vesting, deferred
compensation of $10,000 each ($5,000 in the case of Mr. Abdo and Ms. Carvalho)
if certain corporate profits are achieved. The same individuals will be eligible
to receive, subject to 5 year vesting, deferred compensation of an additional
$10,000 each ($5,000 in the case of Mr. Abdo and Ms. Carvalho) if higher
corporate profits are achieved.
9
<PAGE>
STOCK OPTIONS
Executive officers of BankAtlantic were granted stock options during 1996.
All of the stock options were granted with an exercise price equal to at least
100% of the market value of Class A Common Stock on the date of the grant. As
such, the higher the value of the Class A Common Stock, the higher the value of
the stock options. The granting of options is totally discretionary and options
are awarded based on an assessment of an employee's contribution to the success
and growth of the Company. Grants of stock options to executive officers are
generally made upon the recommendation of the CEO based on the level of an
executive's position with the Company or BankAtlantic, an evaluation of the
executive's past and expected performance, the number of outstanding and
previously granted options and discussions with the executive. The Board of
Directors believes that providing executives with opportunities to acquire an
interest in the growth and prosperity of the Company through the grant of stock
options will enable the Company and BankAtlantic to attract and retain qualified
and experienced executive officers and offer additional long term incentives.
The Board of Directors believes that utilization of stock options more closely
aligns the executives' interests with those of the Company's stockholders, since
the ultimate value of such compensation is directly dependent on the stock
price.
COMPENSATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
As previously indicated, the Committee believes that the Company's total
compensation program is appropriately based upon business performance, market
compensation levels, and personal performance. The Committee reviews and fixes
the base salary of the CEO based on those factors described above for other
executive officers as well as the Committee's assessment of Mr. Levan's past
performance as CEO and its expectation as to his future contributions. In 1996
Mr. Levan received a 4.5% base salary increase. This increase reflected
BankAtlantic's effort to control costs while at the same time rewarding the
executives, including Mr. Levan, who are largely responsible for BankAtlantic's
profitability.
As discussed under "Split-Dollar Life Insurance Plan" elsewhere herein, Mr.
Levan benefited from the establishment of such plan. This plan was established
to restore retirement benefits to all executives whose benefits were limited
under changes to the Internal Revenue Code (the "Code") and to maintain a parity
of benefits made available to the Company's executives including Mr. Levan. All
eligible executives presently have enhanced benefits under BankAtlantic's
defined benefit plan with the exception of Mr. Levan who was unable to have
benefits restored under existing Code guidelines. Mr. Levan is currently the
only participant under this Split-Dollar Life Insurance Plan and his 1996
benefit is shown under the Summary Compensation Table.
As discussed, Mr. Levan also participates in the bonus plan adopted for all
executive management. Such plan includes an incentive payout schedule based on
the Company's financial objectives being achieved.
The Committee took particular note of the success of BankAtlantic's
operations under Mr. Levan's leadership. Specifically, it acknowledged the
record earnings which were achieved in each of the past five years.
Additionally, the Committee noted that the Company's Class B Common Stock has
increased in value since January, 1992 and that in 1996 the Company successfully
consummated a public offering of $57.5 million of 6.75% Subordinated Debentures
and issued 2,049,693 shares of Class A Common Stock. Future increases and
bonuses, if any, will continue to be reflective of the amounts paid to chief
executive officers at other public companies, as well as the Company's financial
condition, operating results and attainment of strategic objectives.
SUBMITTED BY THE MEMBERS OF THE COMPENSATION COMMITTEE:
Bruno L. Di Giulian, Chairman Mary E. Ginestra
Charlie C. Winningham, II Steven M. Coldren
10
<PAGE>
RETIREMENT BENEFITS
All of the individuals named in the Summary Compensation Table are
participants in the Retirement Plan for Employees of BankAtlantic ("the Plan"),
which is a defined benefit plan. The Plan is designed to provide retirement
income related to an employee's salary and years of active service. The cost of
the Plan is paid by BankAtlantic and all contributions are actuarially
determined. BankAtlantic's contributions to the Plan with respect to the
individuals named in the Summary Compensation Table cannot readily be separately
or individually calculated by the actuaries of the Plan. At December 31, 1996,
the individuals named in the Summary Compensation Table had the following
credited years of service under the Plan: Mr. Levan--24 years, Mr. Grieco--14
years, Mr. Sarrica--11 years, Mr. Eanes--8 years and Mr. O'Neill--11 years.
In general, the Plan provides for monthly payments to or on behalf of each
covered employee upon such employee's retirement (with provisions for early or
postponed retirement), death or disability. The amount of the monthly payments
is based generally upon the employee's average regular monthly compensation for
the highest consecutive five years of the last ten years prior to retirement,
death or disability, and upon such employee's years of service with
BankAtlantic. Benefits under the Plan vest fully upon completion of five years
of service. Benefits are payable on the basis of ten-years certain and life
thereafter. The benefits are not subject to any deduction for Social Security or
other offset amounts.
As permitted by the Employee Retirement Income Security Act of 1974,
BankAtlantic amended the Plan and adopted another benefit plan to supplement
post-employment benefits payable to certain executives. This was necessary
because of a previous reduction in benefit increases under the Plan imposed by
the Internal Revenue Code (the "Code"). The Code restricts the amount of the
executive's compensation that may be taken into account for Plan purposes,
regardless of the executive's actual compensation. The amendment to the Plan
enhances retirement benefits to the executives named below by providing to the
executives, to the extent permitted by the Code, the same retirement benefit to
which they would have been eligible under the Plan had the Code limits not been
enacted. The approximate percentages of pre-retirement compensation for which
the executives will be eligible under the Plan as a result of the amendment are
as follows: Mr. Levan--33%, Mr. Grieco--42%, Mr. Sarrica--39% and Mr.
Eanes--38%. At age 65, Mr. O'Neill will be entitled to retirement benefits under
the Plan based on his 11 years of service before January 6, 1997. Because the
percentage of pre-retirement compensation payable from the Plan to Mr. Levan
after the Plan's amendment falls short of the benefit that Mr. Levan would have
received under the Plan had the Code limits not been enacted, BankAtlantic
adopted the BankAtlantic Split-Dollar Life Insurance Plan, an employee benefit
plan described below.
The following table illustrates annual pension benefits at age 65 for
various levels of compensation and years of service.
ESTIMATED ANNUAL BENEFITS
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
----------------------------------------------------------------
AVERAGE FIVE YEAR
COMPENSATION AT RETIREMENT 5 YEARS 10 YEARS 20 YEARS 30 YEARS 40 YEARS
- ---------------------------- ---------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$120,000 .................. $10,380 $ 20,760 $ 41,520 $62,280 $ 83,160
150,000 and above ......... 13,005 26,010 52,020 78,030 104,160
</TABLE>
SPLIT-DOLLAR LIFE INSURANCE PLAN
BankAtlantic adopted the Split-Dollar Life Insurance Plan (the
"Split-Dollar Plan") in 1996 to restore retirement benefits to executives that
were limited under changes to the Code. Currently, because Mr. Levan is the only
executive whose reduction in benefits could not be addressed through an
amendment to the Plan, Mr. Levan is the only participant in the Split-Dollar
Plan. Under the Split-Dollar Plan and its accompanying agreement with Mr.
Levan, BankAtlantic arranged for purchase of an
11
<PAGE>
insurance policy (the "Policy") insuring the life of Mr. Levan. BankAtlantic
made the first annual premium payment for the Policy and, pursuant to its
agreement with Mr. Levan, will continue to make premium payments for the Policy.
Over time, the Policy is anticipated to have significant cash value, which cash
value is expected to supplement Mr. Levan's retirement benefit payable from the
Plan. Mr. Levan owns the Policy but BankAtlantic will be reimbursed for the
amount of premiums the Bank pays for the Policy. BankAtlantic expects that this
reimbursement will occur upon the earlier of Mr. Levan's death or retirement
from BankAtlantic. The portion of the amount of the 1996 premium paid for the
insurance policy that is considered compensation to Mr. Levan is included in the
Summary Compensation Table.
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total returns (assuming
reinvestment of dividends) for the Class B Common Stock, the Nasdaq Stock Market
(U.S. companies) and Nasdaq Financial Stocks and assumes $100 is invested on
December 31, 1991.
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
DECEMBER 31,
------------------------------------------------------
1991 1992 1993 1994 1995 1996
------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BankAtlantic Bancorp, Inc. 100 1015 1928 2194 3317 3697
Nasdaq Stock Market 100 116 134 131 185 227
Nasdaq Financial Stocks 100 143 166 167 243 311
</TABLE>
12
<PAGE>
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company are not aware of any matters, other than as set forth in the
accompanying Notice of Meeting, that may be brought before the Annual Meeting.
However, if any other matters should properly come before the Annual 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.
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has reappointed KPMG PEAT MARWICK
LLP, as independent auditors to audit the financial statements of the Company
for the current fiscal year.
Representatives of KPMG PEAT MARWICK LLP are expected to be present at the
Annual Meeting and will have the opportunity to make a statement if they desire
to do so and will be available to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next annual
meeting of the Company, expected to be held in May 1998, must be in writing and
received by the Secretary of the Company at its main offices, 1750 East Sunrise
Boulevard, Fort Lauderdale, Florida 33304, no later than January 1, 1998. If
such proposal or proposals are in compliance with applicable rules and
regulations, they will be included in the Company's proxy statement and form of
proxy for that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/JEAN CARVALHO
------------------------------------
Jean Carvalho
Secretary
June 13, 1997
13
<PAGE>
REVOCABLE PROXY
THIS REVOCABLE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
BANKATLANTIC BANCORP, INC.
The undersigned appoints Steven M. Coldren and Mary E. Ginestra 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 Annual Meeting of Stockholders (the "Annual Meeting") of
BankAtlantic Bancorp, Inc., to be held at 1:00 p.m. local time, on Tuesday,
July 22, 1997, at the Wyndham Hotel, 1825 Griffin Road, Dania, Florida 33004,
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
nominees set forth on the back of this card and as described in the
accompanying Notice of Annual Meeting and Proxy Statement.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY WILL BE
VOTED AT THE ANNUAL 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 NOMINEES SET FORTH
ON THE BACK OF THIS CARD AND DESCRIBED IN THE ACCOMPANYING NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT. THIS PROXY HEREBY REVOKES ALL PRIOR PROXIES GIVEN
WITH RESPECT TO THE SHARES OF THE UNDERSIGNED.
<PAGE>
<TABLE>
<CAPTION>
Please mark your votes as
indicated in this example [X]
1. Election of the two directors to serve three-year terms to expire in 2000
and one director to serve a two year term to expire in 1999
<S> <C> <C>
FOR all nominees WITHHOLD AUTHORITY Nominees to serve three year terms to expire in 2000: John E. Abdo and
listed to the right to vote for all Frank V. Grieco
(except as indicated nominees listed
to the contrary) to the right Nominees to serve a two year term to expire in 1999: Bruno Di Giulian
[ ] [ ]
TO WITHHOLD AUTHORITY to vote for any individual write that nominee's name
here:
----------------------------------------------------------------------------
Please complete, sign, date and return promptly
this Proxy in the enclosed pre-addressed
return envelope. No postage is required for
mailing in the United States.
Date:__________________________________________
(Month, day, year)
_______________________________________________
Signature(s)
_______________________________________________
Signature(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 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>
