SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10K/A
[X] Amendment to Application or Report Filed Pursuant to Section 13 or
15 (d) of the Securities Exchange Act of 1934 [No Fee Required]
For the year ended December 31, 1996
Commission File Number
33-81972
BankAtlantic Bancorp, Inc.
(Exact name of registrant as specified in its Charter)
United States of America 65-0507804
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1750 East Sunrise Boulevard
Ft. Lauderdale, Florida 33304
(Address of principal executive offices) (Zip Code)
(954) 760-5000
(Registrant's telephone number, including area code)
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10K
<PAGE>
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 1996, as set forth in the pages attached hereto:
Add the following items to Part III:
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions.
Such items are attached hereto.
<PAGE>
ITEM 10
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names of the directors of BankAtlantic
Bancorp, Inc.(the "Company") 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 and 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
-------------
Percent Percent
of of
First Class A Class B Class A Class B
Became a Common Common Common Common
Age Director(5) Stock Stock Stock Stock
--- ----------- ----- ----- ----- -----
NAME AND PRINCIPAL OCCUPATION OR EMPLOYMENT (1)
- -----------------------------------------------
DIRECTORS WHOSE TERMS END IN 1997
<S> <C> <C> <C> <C> <C> <C> <C>
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.
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.
FRANK V. GRIECO 52 1991 5,700 (6) 21,099 (6) * *
Senior Executive Vice President of the Company and
BankAtlantic. Elected as an officer of BankAtlantic in 1991.
DIRECTORS WHOSE TERMS END IN 1998
STEVEN M. COLDREN 49 1986 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 72 1980 15,640 (6) 40,163 (6) * *
Private Investor
CHARLIE C. WINNINGHAM, II 64 1976 40,925 (3)(6) 85,122 (3)(6) * *
President of C.C. Winningham Corporation, a land surveying
firm.
DIRECTOR WHOSE TERM ENDS IN 1999
ALAN B. LEVAN 52 1984 2,655,062 (2) 5,044,792 (2) 33.96 46.99
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.
* Less than one percent of the class.
<PAGE>
<FN>
(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 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 which may be
acquired within 60 days pursuant to stock options. 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.
</FN>
</TABLE>
<PAGE>
IDENTIFICATION OF EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES
The following individuals are executive officers of the Company and/or its
wholly owned subsidiary, BankAtlantic:
Name Age Position
---- --- --------
Alan B. Levan 52 Chairman of the Board, Chief Executive Officer and
President of the Company and BankAtlantic
John E. Abdo 53 Vice Chairman of the Company and BankAtlantic,
President of BankAtlantic Development Corporation,
a wholly owned subsidiary of BankAtlantic
Frank V. Grieco 52 Senior Executive Vice President of the Company and
BankAtlantic
Jean E. Carvalho 62 Executive Vice President, Corporate Secretary of the
Company and BankAtlantic
Jasper R. Eanes 51 Executive Vice President and Chief Financial Officer
of the Company and BankAtlantic
Dennis B. Holthaus 48 Executive Vice President, Capital Services/Real Estate
Financing and Services Division of BankAtlantic
Lewis F. Sarrica 53 Executive Vice President and Chief Investment Officer
of BankAtlantic
Marcia K. Snyder 42 Executive Vice President, Corporate Lending Division
of BankAtlantic
James C. Spector 63 Executive Vice President, Corporate/Capital Services
Division of BankAtlantic
Andrea J. Allen 40 Executive Vice President, Operations and Management
Information Systems Division of BankAtlantic
All officers serve until they resign or are replaced or removed by the Board
of Directors.
The following additional information is provided for the executive officers
shown above who are not directors of the Company:
JEAN E. CARVALHO joined BankAtlantic in December 1978 and became Executive Vice
President, Corporate Secretary in March 1997. Ms. Carvalho became Corporate
Secretary of the Company in November 1994.
JASPER R. EANES joined BankAtlantic in January 1989 and became Executive Vice
President, Chief Financial Officer in August 1989. Mr. Eanes became Executive
Vice President, Chief Financial Officer of the Company on July 13, 1994 when
BankAtlantic completed its reorganization into a holding company structure.
DENNIS B. HOLTHAUS joined BankAtlantic in February 1996 as Executive Vice
President, Capital Services/Real Estate Financing and Services Division.
Prior to joining BankAtlantic, Mr. Holthaus was Executive Vice
President, Treasurer and Chief Financial Officer of Citizens Federal Bank,
a Federal Savings Bank.
LEWIS F. SARRICA joined BankAtlantic in April 1986 and became Executive Vice
President, Chief Investment Officer in December 1986.
MARCIA K. SNYDER joined BankAtlantic in November 1987 and became Executive Vice
President, Commercial Lending Division in August 1989.
JAMES C. SPECTOR joined BankAtlantic in September 1996 as Executive Vice
President, Corporate/Capital Services Division. Prior to joining
BankAtlantic, Mr. Spector was a consultant and Executive Vice President of
Allstate Financial Corporation since February 1991.
Andrea J. Allen joined BankAtlantic in May 1989 and became Executive Vice
President, Operations and Management Information Services Division
in December 1996.
<PAGE>
ITEM 11
EXECUTIVE COMPENSATION
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>
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Restricted Number All
Name and Annual Stock of Stock Other
Principal Compensa- Award(s) Options LTIP Compen-
Position Year Salary Bonus tion ($) ($) Awarded(a) Payouts sation
-------- ---- ------ ----- -------- --- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ALAN B. LEVAN - 1996 $321,168 $193,740 - - 93,750 - $ 158,045(d)
Chairman of the 1995 313,080 - - - 146,485 - 900(b)
Board, CEO, 1994 294,965 151,050 - - 146,485 - 1,500(b)
President
FRANK V. GRIECO - 1996 279,873 56,442 - - 46,876 - 1,500(b)
Senior E.V.P., 1995 265,785 - - - 73,244 - 900(b)
Director 1994 255,615 51,676 - - 73,244 - 1,500(b)
LEWIS F. SARRICA - 1996 201,915 29,905 - - 23,439 - 1,500(b)
E.V.P., Chief 1995 193,740 - - - 36,624 - 900(b)
Investment Officer 1994 186,524 36,866 - - 36,624 - 1,500(b)
JASPER R. EANES - 1996 173,704 47,730 - - 23,439 - 1,500(b)
E.V.P., Chief 1995 166,405 - - - 36,624 - 900(b)
Financial Officer 1994 158,486 39,129 - - 36,624 - 1,500(b)
JOHN P. O'NEILL - 1996 204,426 - - - 9376 (c) - 1,500(b)
Former President, 1995 195,804 - - - 32,960 (c) - 900(b)
Former Director(c) 1994 184,719 64,710 - - 45,168 (c) - 1,500(b)
<FN>
(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 $156,545 which represents the value of the benefit received by Mr. Levan in connection with premiums paid by
the Company for a split-dollar life insurance policy. See Executive Compensation - Split-Dollar Life Insurance Plan.
</FN>
</TABLE>
<PAGE>
Options Grants Table
The following table sets forth information concerning individual grants of
stock options to the named executives in the Summary Compensation Table pursuant
to the Company's 1996 Stock Option Plan during the fiscal year ended December
31, 1996. The Company has not granted any stock appreciation rights.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term (2)
----------------- -------------------
Number of Options
Securities Granted to
Underlying of Total Exercise
Options Employees in Price Per Expiration
Name Granted(1) Fiscal Year Share Date 5%($) 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
- ---------------
<FN>
(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.
</FN>
</TABLE>
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
Underlying Unexercised In-the-Money Options on
Options on 12/31/96 12/31/96(1)
------------------- -----------
Number of Shares
Acquired Upon Value Realized Exercisable Unexercisable
Name Exercise of Option Upon 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-
- ---------------
<FN>
(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.
</FN>
</TABLE>
<PAGE>
LONG-TERM INCENTIVE PLAN
A Long-Term Incentive Plan is the primary vehicle for providing
long-term compensation to those officers who have a more direct impact on
creating shareholder value. The Company's executive officers are 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.
STOCK OPTIONS
Executive officers of the Company were granted stock options to purchase
Class A Common Stock 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 by the Compensation
Committee 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.
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.
<PAGE>
The following table illustrates annual pension benefits at age 65 for
various levels of compensation and years of service.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
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 provide additional benefits to executives.
Currently, 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 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 on page
5 hereof.
COMPENSATION OF DIRECTORS
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. Pursuant to 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 the 1996 plan the non-employee directors will
receive (effective May 1, 1997) an additional one time grant of options to
acquire 7,813 shares of the Company's Class A Common Stock.
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 Item 13, Directors Ginestra and Winningham have
outstanding loans from BankAtlantic.
<PAGE>
ITEM 12
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 are disclosed elsewhere herein.
<TABLE>
<CAPTION>
Class A Class B
Amount and Nature of Amount and Nature of
Beneficial Ownership Beneficial Ownership Percent of Class A Percent of Class B
NAME OF BENEFICIAL OWNER as of April 1, 1997 as of April 1, 1997 Common Stock Common Stock
- ------------------------ ------------------- ------------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
BFC Financial Corporation (1)(2)(3) 2,654,945 4,876,124 33.83 43.89
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 33.96 46.99
Frank V. Grieco 5,700 21,099 (4) * *
Lewis F. Sarrica 3,295 21,483 (4) * *
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 35.29 51.14
* Less than one percent of the class.
<FN>
(1) Mr. Levan has sole 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 which may be acquired within 60
days pursuant to stock options. 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.
</FN>
</TABLE>
<PAGE>
ITEM 13
DIRECTOR AND MANAGEMENT INDEBTEDNESS
BankAtlantic, in the ordinary course of its business, makes mortgage and
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 received the benefits of reduced rates or
reduced points on any new mortgage 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 more from BankAtlantic at any time
since January 1, 1996.
<TABLE>
<CAPTION>
Highest Amount Outstanding Outstanding Balance at Interest
Name and Capacity in Which Served Since January 1, 1996 April 1, 1997 Rate
--------------------------------- --------------------- ------------- --------
<S> <C> <C> <C> <C>
JEAN E. CARVALHO, Corporate $ 10,684 $ -0- 7.00 (5)
Secretary 20,252 -0- 8.25 (5)
14,572 13,513 9.25 (2)
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)*
- ------------------
* Denotes preferential rate
<FN>
(1) Conventional single family mortgage loan
(2) Adjustable rate single family mortgage loan
(3) Commercial loan
(4) Second mortgage - fixed rate
(5) Automobile loan
</FN>
</TABLE>
<PAGE>
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BankAtlantic Bancorp, Inc.
April 30, 1997 By: /s/Jasper R. Eanes
-------------- ----------------------
Jasper R. Eanes, Executive
Vice President,
Chief Financial Officer
