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:
[x] Preliminary Proxy Statement
[ ] 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 Person(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, 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, (i) holders of the Company's Class B Common
Stock will be asked to consider and 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 and (ii) holders of the Company's Class A and Class B
Common Stock will be asked to consider and vote upon a proposed amendment (the
"Amendment") to the Company's Articles of Incorporation that (a) would eliminate
the requirement that the Class A Common Stock receive cash dividends equal to at
least 110% of any cash dividends declared and paid on the Class B Common Stock
and (b) would provide that each share of Class B Common Stock will be
convertible at any time, at the option of the holder thereof into one share of
Class A Common Stock.
As more fully described in the accompanying Proxy Statement, the Board
of Directors believes that the Amendment will enable the Company to enhance the
trading liquidity of the Class A Common Stock and will provide the holders of
Class B Common Stock, who elect to convert their shares, with a more liquid
security that can be sold in an active trading market.
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 and Class A 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 AND IN FAVOR OF THE PROPOSAL TO
AMEND THE ARTICLES OF INCORPORATION.
Your vote is important. 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, A Federal Savings Bank, I would like to
express our appreciation for your continued support.
Sincerely,
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 consider and vote upon a proposed amendment (the
"Amendment") to the Company's Articles of Incorporation that
(a) would eliminate the requirement that the Class A Common
Stock receive cash dividends equal to at least 110% of any
cash dividends declared and paid on the Class B common Stock
and (b) would provide that each share of Class B Common Stock
will be convertible at any time at the option of the holder
into one share of Class A Common Stock.
3. To transact such other business as may properly be
brought before the Annual Meeting or any adjournment
thereof.
The foregoing matters are 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. Only holders of record of Class A Common Stock at the close of
business on June 6, 1997 are entitled to notice of and to vote on the Amendment
at the Annual Meeting, which is the only matter of which holders of Class A
Common Stock will be entitled to vote at the Annual Meeting.
Sincerely yours,
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 and in favor of the Amendment. 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. Class A Common Stockholders will only
be entitled to vote on the amendment to the Company's Articles of Incorporation
(the "Amendment") as described in Proposal 2 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 ____________ 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 entitled to vote only on Proposal 2 (the Amendment) at
the Annual Meeting. On the Record Date, there were ________ shares of Class A
Common Stock issued and outstanding.
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 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 2 (the Amendment). 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; provided that if a sufficient number of
shares of the Class
<PAGE>
B Common Stock representing a quorum exists, while the number of shares of Class
A Common Stock present does not constitute a quorum, the Company may transact
such business that does not require the vote of the holders of Class A Common
Stock.
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. The proposal for the approval of the Amendment requires
the affirmative vote of the holders of a majority of the issued and outstanding
shares of each of the Class A Common Stock and Class B Common Stock voting as
separate voting groups; accordingly, abstentions and broker non-votes will have
the same effect as a vote against the proposal.
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 NATURE AMOUNT AND NATURE
OF OF
BENEFICIAL BENEFICIAL PERCENT OF PERCENT OF
OWNERSHIP OWNERSHIP CLASS A 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>
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.
PROPOSAL ONE: 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.
2
<PAGE>
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
------------------------
PERCENT OF PERCENT OF
DIRECTOR CLASS A CLASS B CLASS A CLASS B
BECAME A COMMON COMMON COMMON COMMON
NAME AND PRINCIPAL OCCUPATION OR EMPLOYMENT (1) AGE DIRECTOR(5) STOCK STOCK STOCK STOCK
- ----------------------------------------------- --- ----------- -------- ------- ---------- ----------
<S> <C> <C> <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) 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.
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.
</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.
3
<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 BALANCE AT INTEREST
NAME AND CAPACITY IN WHICH SERVED SINCE JANUARY 1, 1996 APRIL 1, 1997 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
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.
4
<PAGE>
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
5
<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>
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 - - - 9,376 (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)
</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 $156,545 which represents the value of the benefit
received by Mr. Levan in connection with premiums paid by the Company for a
split-dollar life insurance policy. See Executive Compensation -
Split-Dollar Life Insurance Plan.
6
<PAGE>
OPTIONS GRANTS TABLE
The following table sets forth information concerning individual grants
of stock options to the named executives in the Summary Compensation Table
pursuant to the Company's 1996 Stock Option Plan during the fiscal year ended
December 31, 1996. The Company has not granted and does not currently grant
stock appreciation rights.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM (2)
- ------------------------------------------------------------------------------------------------------------
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING OF TOTAL EXERCISE
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION
NAME GRANTED (1) FISCAL YEAR SHARE DATE 5%($) 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 46,76 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
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS ON
OPTIONS ON 12/31/96 12/31/96 (1)
------------------- ------------
NUMBER OF SHARES EXERCISABLE UNEXERCISABLE
ACQUIRED UPON VALUE REALIZED ---------------- -----------------
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-
</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.
7
<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.
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
8
<PAGE>
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 1995 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
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
9
<PAGE>
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.
<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 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 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.
10
<PAGE>
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.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
DECEMBER 31,
-------------------------------------------
1991 1992 1993 1994 1995 1996
- -----------------------------------------------------------------------
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
- -----------------------------------------------------------------------
11
<PAGE>
PROPOSAL TWO: APPROVAL OF AMENDMENT TO THE COMPANY'S
ARTICLES OF INCORPORATION
DESCRIPTION OF THE AMENDMENT
The Board of Directors is proposing to amend the Company's Articles of
Incorporation. The proposed amendment to the Company's Articles of Incorporation
(the "Amendment") (i) would eliminate the requirement that the Class A Common
Stock receive cash dividends equal to at least 110% of any cash dividends
declared and paid on the Class B Common Stock and (ii) would provide that each
share of Class B Common Stock will be convertible at any time at the option of
the holder into one share of Class A Common Stock. If the Amendment is approved
by the Company's shareholders, the Company expects to file Articles of Amendment
(the "Articles of Amendment") which contain the Amendment with the Secretary of
State of the State of Florida shortly after the Annual Meeting.
The complete text of the Amendment is set forth in full in the Articles
of Amendment as set forth in Appendix A to this Proxy Statement, and the
discussion set forth herein should be read in conjunction with, and is qualified
in its entirety by reference to, the Amendment.
BACKGROUND
In February 1996 the Company reclassified its existing common stock
(the "Reclassification") creating a dual class common stock structure comprised
of Class A Common Stock and Class B Common Stock. The Company believes that the
two classes of common stock provides it with greater flexibility to issue shares
for financing, acquisition and compensation purposes without significantly
diluting the voting interests of existing shareholders, and provides greater
management stability and continuity of control. At March 31, 1997 7,817,090
shares of Class A Common Stock and 10,735,440 shares of Class B Common Stock
were issued and outstanding. The Class A Common Stock and the Class B Common
Stock each trade on the Nasdaq National Market under the ticker symbols BANCA
and BANC, respectively. Representatives of the New York Stock Exchange ("NYSE")
have indicated that the NYSE listing requirements with respect to the Class A
Common Stock would be satisfied after the implementation of the Amendment and
the Company intends to file an application to list the Class A Common Stock on
the NYSE, which listing would be subject to shareholder approval of the
Amendment.
EXISTING RIGHTS AND PREFERENCES OF EACH CLASS OF COMMON STOCK
The Class A Common Stock and the Class B Common Stock have
substantially identical terms except that (i) the Class B Common Stock is
entitled to one vote per share while the Class A Common Stock has no voting
rights other than those required by Florida law and (ii) the Class A Common
Stock is currently entitled to receive cash dividends equal to at least 110% of
any cash dividends declared and paid on the Class B Common Stock. With respect
to dividends other than cash, the distribution per share with respect to Class A
Common Stock must be identical to the distribution per share with respect to
Class B Common Stock, except that a stock dividend or other distribution to
holders of Class A Common Stock may be declared and issued in Class A Common
Stock while a stock dividend or other distribution to holders of Class B Common
Stock may be declared and issued in either Class A or Class B Common Stock (at
the discretion of the Board) provided that the number of any shares so issued
is, on a per share basis, the same.
No shares have cumulative voting or preemptive rights and upon any
liquidation of the Company, the assets legally available for distribution to
shareholders will be distributed ratably among the holders of Class A Common
Stock and Class B Common Stock.
The proposed Amendment will eliminate the requirement that the Class A
Common Stock receive 110% of any cash dividends declared and paid on the Class B
Common Stock and will provide that each share of Class B Common Stock will be
convertible at the option of the holder into one share of Class A Common Stock.
The Amendment will not alter any other terms relating to the Class A or Class B
Common Stock.
REASONS FOR THE AMENDMENT
The Amendment is intended to strengthen the market for the Company's
Class A Common Stock. While there are approximately 37% more shares of Class B
Common Stock outstanding than Class A Common Stock, approximately 45% of the
Class B Common Stock and 34% of the Class A Common Stock is held by one
shareholder, BFC Financial Corporation. The Board does not currently intend to
issue additional shares of Class B Common Stock (other than shares issuable upon
exercise of
12
<PAGE>
currently outstanding stock options) based on its determination that it is in
the best interest of the shareholders for the Company to remain independent (see
"Effect of the Amendment-Anti Takeover Effects"). Based on such determination,
the Board has concluded that the voting power of its existing holders of Class B
Common Stock should not be diluted and that BFC's continued control of the
Company assures continuity of management and operations and better enables the
Company to achieve its long-term goals. Given the significant holdings of Class
B Common Stock by BFC and management's desire to maintain stability and
continuity of management, the Board has determined that the Class A Common Stock
should be the primary trading stock and is the most effective security for
raising capital, making acquisitions and compensating employees.
The Board anticipates that future issuances of Class A Common Stock
will be made in connection with acquisitions, public offerings, stock dividends
and employee stock options. In addition, convertible subordinated debentures of
the Company (the "Convertible Debentures") are outstanding which are convertible
into an aggregate of 5,595,704 shares of Class A Common Stock at a conversion
price of $10.24. The Convertible Debentures are redeemable by the Company in
whole or in part at any time after July 1, 1999 and, assuming that the
conversion price of the Convertible Debentures remains significantly below the
market price of the Class A Common Stock, the Company will have an incentive at
that time to effectively force the conversion of the Convertible Debentures by
calling them for redemption.
Since the Reclassification and the March 1996 initial public offering
of the Class A Common Stock, the Company has issued an aggregate of
approximately 6.5 million shares of Class A Common Stock through stock
dividends. The Company may in the future issue additional shares of Class A
Common Stock as stock dividends to existing common shareholders. The Board
believes that the effect of the stock dividends, together with other future
issuances of Class A Common Stock, including upon conversion of the outstanding
Convertible Debentures, will (i) create a broader market for the Class A Common
Stock by increasing the number of shares outstanding, (ii) increase investor
interest in the Class A Common Stock and (iii) enhance the trading market for
the Class A Common Stock. In addition, the Board believes that the listing of
the Class A Common Stock on the NYSE, combined with an increasing number of
outstanding shares of Class A Common Stock, will improve the liquidity of, and
trading market for, the Class A Common Stock, and end current confusion in the
market as to the class of shares being acquired.
While the number of outstanding shares of Class A Common Stock has
increased significantly since the Reclassification (and as discussed above is
likely to continue to increase), the number of outstanding shares of Class B
Common Stock has remained relatively constant. As indicated above, it is not
currently anticipated that the Board will issue shares of Class B Common Stock
other than in connection with those Class B stock options and warrants currently
outstanding. The Board recognizes that increasing the number of shares of Class
A Common Stock, while leaving unchanged the number of shares of Class B Common
Stock on the market, will likely result in the Class B Common Stock becoming
less liquid than the Class A Common Stock. Enabling holders of Class B Common
Stock to convert their shares into Class A Common Stock will permit all
shareholders to dispose of their shares in a liquid market.
The NYSE, the Nasdaq National Market and the American Stock Exchange
have adopted a policy relating to the listing of securities with reduced or
restricted voting rights. The policy prohibits the issuance of lower voting
stock with enhanced dividends in exchange for stock of an outstanding class with
higher votes but lower dividends. This prohibition has been interpreted to
prohibit offering conversion rights which enable the holders of higher voting,
lower dividend securities to convert into a lower voting, higher dividend stock.
Accordingly, in order to permit the holders of the Class B Common Stock to
convert their shares into the Class A Common Stock in the event that the market
for the Class A Common Stock is, as expected, stronger than the market for the
Class B Common Stock, it is necessary to eliminate the requirement that the
Class A Common Stock receive higher cash dividends than the Class B Common
Stock.
EFFECTS OF THE AMENDMENT
The Board considered a number of factors in determining whether to
recommend approval of the Amendment including, among other factors (i) the
general impact of the Amendment on BFC, the holders of Class A Common Stock
other than BFC and the holders of Class B Common Stock other than BFC, (ii) the
impact of the Amendment on the liquidity of the Class A Common Stock and the
Class B Common Stock, (iii) the effect of the Amendment on the voting power of
holders of Class B Common Stock who elect to convert their shares and on those
who do not elect to so convert, (iv) the possibility that if a significant
number of shares of Class B Common Stock,, are converted into Class A Common
Stock, the Class B Common Stock could in the future be de-listed from the Nasdaq
National Market and de-registered under the Securities Exchange Act of 1934 and
(v) the effect of the Amendment on the proportionate equity interest in the
Company of the Class A and Class B Common Stock.
13
<PAGE>
EFFECT OF ELIMINATION OF THE ENHANCED DIVIDENDS ON CLASS A COMMON STOCK. The
Board recognizes that the Amendment will eliminate the requirement that the cash
dividends payable to holders of Class A Common Stock be enhanced over that paid
on the Class B Common Stock. The Articles of Incorporation currently provide
that each share of Class A Common Stock and Class B Common Stock have the same
general right to receive cash dividends, with a distinction only as to the
amount of the cash dividend paid with respect to each share. The Amendment
eliminates the differential as between the two classes and will result in each
class receiving the same amount of cash dividends. It should be noted that since
the Reclassification, the highest quarterly dividend paid on the Class A Common
Stock has been $0.0324 per share and the Board currently intends to at least
maintain the dividend rate paid on the Class A Common Stock with the effect of
the Amendment being not to decrease the amount paid on the Class A Common Stock
but to increase by $0.0033 per share the amount paid on the Class B Common
Stock. The Board believes that the benefits of greater liquidity in the Class A
Common Stock will offset the minimal dilutive effect of the elimination of the
Class A Common Stock's dividend premium. Of course, while the Company intends to
declare quarterly cash dividends on the Class A and Class B Common Stock, there
is no assurance that the Company will in the future be able to declare and pay
quarterly cash dividends on either the Class A Common Stock or the Class B
Common Stock. The declaration and payment of dividends will depend upon, among
other things, the results of operations, financial condition and cash
requirements of the Company and on the ability of BankAtlantic to pay dividends
or otherwise advance funds to the Company. The ability of BankAtlantic to pay
dividends or otherwise advance funds to the Company is in turn subject to
regulations of the Office of Thrift Supervision and is based upon BankAtlantic's
regulatory capital levels and net income.
IMPACT ON LIQUIDITY OF CLASS B COMMON STOCK. The Amendment may also have the
effect of reducing the liquidity of the Class B Common Stock to the extent that
shares of Class B Common Stock are converted into Class A Common Stock. In
addition, if as a result of the conversion of Class B Common Stock, the number
of record holders of Class B Common Stock falls below 300, the Nasdaq Stock
Market could cause the Class B Common Stock to fail to qualify for listing on
the Nasdaq National Market and the Class B Common Stock could be de-registered
under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
However, even if the trading market for the Class B Common Stock were to be
materially impacted by the conversion of shares or if the Class B Common Stock
were to be de-listed from the Nasdaq National Market, any holder of Class B
Common Stock would have the right at any time to convert those shares into
shares of Class A Common Stock for which a liquid market on the NYSE or the
Nasdaq National Market (or other exchange) should exist. Moreover, the Company
will continue to be subject to the reporting and other requirements of the
Exchange Act so long as the Class A Common Stock remains registered under the
Exchange Act.
IMPACT ON VOTING POWER OF CLASS B COMMON STOCKHOLDERS WHO CONVERT. Upon the
conversion of the Class B Common Stock into shares of Class A Common Stock, the
voting power which vests in such Class B Common Stock will be eliminated.
Because BFC controls over 45% of the outstanding shares of Class B Common Stock,
such voting rights may not have any material significance to holders of Class B
Common Stock that are not affiliates of BFC. The Company believes therefore,
that any election by a holder of Class B Common Stock unaffiliated with BFC to
convert his or her shares into shares of Class A Common Stock would not result
in a meaningful change in the outcome of any matter voted upon by the holders of
Class B Common Stock. Further, the Board recognizes that, from a practical
perspective, a holder of Class B Common Stock would likely make the
determination regarding conversion at a time when he or she desires to sell such
shares. If the Class B Common Stock then trades at a premium to the Class A
Common Stock, such holder would simply sell the shares of Class B Common Stock.
Alternatively, if the Class A Common Stock trades at a premium to the Class B
Common Stock, such holder would convert his or her shares into Class A Common
Stock and then sell those shares. Accordingly, in either circumstance, the loss
of voting rights upon conversion would not be meaningful to such holder. In any
event, holders of Class B Common Stock have the right not to convert their
shares and thereby maintain their current voting rights.
IMPACT ON VOTING POWER OF CLASS B COMMON STOCKHOLDER'S WHO DO NOT CONVERT. The
Board also recognizes that, after implementation of the Amendment, to the extent
that shares of Class B Common Stock are converted into Class A Common
Stockholders who retain shares of Class B Common Stock will realize a
proportionate increase in their relative voting power as a result of the
reduction of the outstanding Class B Common Stock. However, because BFC
currently controls approximately 45% of the outstanding Class B Common Stock, it
is not anticipated that a holder of Class B Common Stock who is not affiliated
with BFC and who elects not to convert his or her shares will experience a
meaningful increase in his or her relative voting power.
NO IMPACT ON PROPORTIONATE EQUITY INTERESTS. The Amendment and any subsequent
conversions of shares of Class B Common Stock into Class A Common Stock will not
impact a shareholder's proportionate equity interest in the Company nor will it
impact the net book value per share or earnings per share attributable to the
Company's outstanding capital stock.
ANTI-TAKEOVER EFFECTS. As stated above, the Amendment is likely to have the
general effect of increasing BFC's voting control over the Company. As a
consequence, the approval of the Amendment 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 as discussed herein the Board
considers the Amendment to be in the best interests of shareholders, the
Amendment could have the effect of discouraging unsolicited acquisition
proposals which often involve the purchase of stock at a premium. It should be
14
<PAGE>
noted, however, that given BFC's current ownership position in the Company, an
unsolicited acquisition proposal or other transaction resulting in a change of
control would be difficult, if not impossible, without the concurrence of BFC,
regardless of whether the Amendment is adopted.
IMPACT ON BFC. As noted above, BFC's relative voting power will increase to the
extent shares of Class B Common Stock are converted by holders not affiliated
with BFC thus further solidifying BFC's voting control over the Company. Also,
since BFC owns a greater percentage of Class B Common Stock (45%) than Class A
Common Stock (34%), the elimination of the Class A Common Stock's dividend
premium will result in BFC receiving slightly higher cash dividends (when, as
and if cash dividends are declared and paid by the Board) than BFC would have
received absent the Amendment. Accordingly, BFC has an interest in the approval
of the Amendment. Although BFC has advised the Company that it has no current
plans to either dispose of any Class B Common Stock owned by it or, if the
Amendment is approved, to convert any shares of Class B Common Stock owned by it
into Class A Common Stock, adoption of the Amendment and subsequent conversions
of Class B Common Stock by others which increase its voting rights would enable
BFC to either dispose of or convert a proportionate number of shares of Class B
Common Stock and still maintain its relative level of voting control. While BFC
did not participate in the formulation of the Amendment or in any presentation
to the Board, the Chairman and Vice Chairman of the Board of BFC also both serve
as the Chairman and Vice Chairman of the Board of the Company and BFC has
indicated that it intends to vote all of the shares of Class B Common Stock
owned by it and all of the shares of Class A Common Stock owned by it in favor
of the Amendment.
DISSENTERS' RIGHTS
Pursuant to the Florida Business Corporation Act (the "FBCA"), holders
of Class A Common Stock will, subject to compliance with applicable
requirements, have dissenters' rights in connection with the Amendment. Holders
of Class B Common Stock will not be entitled under the FBCA to exercise
dissenters' rights in connection with the approval of the Amendment.
If the Amendment is approved by shareholders and effectuated through
the filing of Articles of Amendment in accordance with the FBCA, the holders of
Class A Common Stock will, pursuant to Sections 607.1301, 607.1302 and 607.1320
of the FBCA, have the right to dissent from, and obtain payment of the fair
value of their shares, provided that any dissenting shareholder complies with
the procedures set forth in Section 607.1320 of the FBCA. A copy of the relevant
sections of the FBCA regarding dissenters' rights, which sets forth the
procedures that must be followed to exercise the right to dissent, is included
as Appendix B to this Proxy Statement. The following discussion is qualified in
its entirety by reference to such sections.
This Proxy Statement will serve as notice to holders of Class A Common
Stock of their right to dissent from and demand payment for the fair value of
their shares in connection with the implementation of the Amendment. Any holder
of Class A Common Stock who wishes to exercise dissenters' rights must deliver
to the Secretary of the Company, before the Annual Meeting, written notice of
his or her intent to demand payment for his or her shares in the event that the
Amendment is effectuated. In addition, a shareholder is only entitled to
exercise dissenters' rights if he or she does not vote in favor of the
Amendment. Shareholders are only entitled to exercise dissenters' rights with
respect to shares of Class A Common Stock owned by them. Any such shareholder
who has exercised dissenters' rights will not, after the filing of the Amendment
with the Florida Secretary of State, be entitled to vote, be entitled to the
payment of dividends or distributions (except for such dividends and
distributions that relate to a date prior to such filing) or be entitled to
exercise any other rights as a holder of Class A Common Stock with respect to
those shares of Class A Common Stock as to which dissenters' rights were validly
perfected, unless such shareholder withdraws the election to exercise
dissenters' rights.
The Board may determine to abandon the Amendment in the event that a
significant number of holders of Class A Common Stock duly exercise dissenters'
rights in connection with the Amendment, regardless of whether the Amendment is
otherwise approved by the Company's shareholders.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The Company has been advised that neither the addition of the
conversion privilege to the rights of the Class B Common Stock, as contemplated
by the Amendment, nor any subsequent conversion of shares of Class B Common
Stock into Class A Common Stock will result in income for federal income tax
purposes to holders of Class A Common Stock or Class B Common Stock. The Company
has also been advised that a shareholder's tax basis in the shares of Class A
Common Stock received upon conversion of Class B Common Stock will be equal to
the shareholder's basis in the shares of Class B Common Stock surrendered for
conversion. Similarly, a shareholder's holding period for the shares of Class A
Common Stock received upon conversion of Class B Common Stock will include such
shareholder's holding period for the shares of Class B Common Stock surrendered
for conversion. EACH SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR AS TO
THE SPECIFIC FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF THE AMENDMENT.
15
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VOTE REQUIRED
Approval of the Amendment requires the affirmative vote of the holders
of a majority of the issued and outstanding shares of each of the Class A Common
Stock and Class B Common Stock, voting as separate voting groups. 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 the
Amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
16
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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.
ADDITIONAL INFORMATION
The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, filed with the Commission on March 21, 1997, and the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997,
filed with the Commission on May 15, 1997, are incorporated by reference into
this Proxy Statement. In addition, all other reports, if filed by the Company
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this Proxy Statement and prior to the Annual Meeting
shall be deemed to be incorporated by reference into this Proxy Statement as of
the date of filing thereof. Any statement contained in a document incorporated
by reference herein, shall be deemed to be modified or superseded for purposes
of 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.
The Company will provide without charge to any person to whom this
Proxy Statement is delivered, on the written or oral request of such person, a
copy of any or all of the foregoing documents incorporated by reference, other
than certain exhibits, to such documents. Written requests should be directed
to BankAtlantic Bancorp, Inc., 1750 East Sunrise Boulevard, Fort Lauderdale,
Florida 33304, Attention: Secretary, telephone: 954-760-5000. In order to
ensure timely delivery of the documents, any request should be made at least
ten (10) business days before the Annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Jean Carvalho
Secretary
June 13, 1997
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APPENDIX A
AMENDMENT
TO
ARTICLE III
OF
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BANKATLANTIC BANCORP, INC.
The introductory paragraph and Section A of Article III shall be
deleted in their 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 Fifty Five Million (55,000,000) of
which Ten Million (10,000,000) shall be preferred stock, par value $.01
per share, and of which Forty Five Million (45,000,000) shall be common
stock, par value $.01 per share, consisting of Thirty Million
(30,000,000) shares of a class designated "Class A Common Stock" and
Fifteen Million (15,000,000) 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.
A. CLASS A COMMON STOCK AND CLASS B COMMON STOCK. The Class A
Common Stock and the Class B Common Stock shall be identical in all
respects and shall have equal rights and privileges except as set forth
in this Article III A. The relative rights, preferences, privileges and
restrictions of the Class A Common Stock and the Class B Common Stock
are as follows:
<PAGE>
1. VOTING. Except as provided in this Article III (or in any
supplementary sections thereto), the holders of the Class B
Common Stock shall exclusively possess all voting power. Each
holder of shares of Class B Common Stock shall be entitled to
one vote per share. Each holder of shares of Class A Common
Stock shall not be entitled to vote. There shall be no
cumulation of votes for the election of directors.
2. DIVIDENDS. Whenever there shall have been paid, or declared
and set aside for payment, to the holders of the outstanding
shares of any class of stock having preference over the Common
Stock as to the payment of dividends, the full amount of
dividends and of a sinking fund, retirement fund, or other
required payments, if any, to which such holders are
respectively entitled in preference to the Common Stock, then
dividends may be paid on the Common Stock and on any class or
series of stock entitled to participate therewith as to
dividends when and as declared by the Board of Directors out
of any assets legally available for the payment of dividends.
Holders of Common Stock shall be entitled to such dividends as
may be declared by the Board of Directors, provided that with
respect to dividends or other distributions payable other than
in cash, including distributions pursuant to stock dividends
or stock splits or divisions, the distribution per share of
Class A Common Stock must be identical to the distribution per
share of Class B Common Stock, except that a dividend or other
distribution to holders of Class A Common Stock may be
declared and issued in Class A Common Stock and a dividend or
other distribution of Class B Common Stock may be declared and
issued in either Class A Common Stock or Class B Common Stock
provided that in each case the number of shares so declared
and issued on a per share basis to such holders is the same.
3. RIGHTS UPON LIQUIDATION OR DISSOLUTION. In the event of any
liquidation, dissolution, or winding up of the Corporation,
the holders of Common Stock (and the holders of any class or
series of stock entitled to participate with such stock in the
distribution of assets) shall be entitled to receive, in cash
or in kind, the assets of the Corporation available for
distribution remaining after: (i) payment or provision for
payment of the Corporation's debts and liabilities; (ii)
distributions or provision for distributions in settlement of
its liquidation account; and (iii) distributions or provision
for distributions to holders of any class or series of stock
having preference over the Common Stock in the liquidation,
dissolution, or winding up of the
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<PAGE>
Corporation. Each share of Class A Common Stock and Class B
Common Stock shall be entitled to share ratably, as a single
class, in such remaining assets of the Corporation.
4. CONVERSION OF CLASS B COMMON STOCK.
(a) Each holder of shares of Class B Common Stock shall have
the right, exercisable at any time, and from time to time, at
the holder's option, to convert each share of Class B Common
Stock so held into one (1) fully paid and nonassessable share
of Class A Common Stock. This right shall be exercised by the
surrender of the certificate(s) representing the share(s) of
Class B Common Stock to be converted to the agent then
maintained by the Corporation for the registration or transfer
of shares of Class B Common Stock (the "Conversion Agent")
(or, if no Conversion Agent has been appointed or is then
acting, to the principal executive offices of the Corporation,
to the attention of the Secretary of the Corporation), at any
time during normal business hours, accompanied by written
notice of such holder's election to convert and, if so
required by the Corporation or the Conversion Agent, by
instruments of transfer, in form satisfactory to the
Corporation and the Conversion Agent, duly executed by the
holder or by his duly authorized attorney, and by transfer tax
stamps or funds therefor if required pursuant to paragraph (e)
of this subsection 4.
(b) As promptly as practicable after the surrender for
conversion of a certificate(s) representing shares of Class B
Common Stock in the manner provided in paragraph (a) of this
subsection 4, and the payment in cash of any amount required
by the provisions of paragraphs (a) and (e) of this subsection
4, the Corporation shall deliver or cause to be delivered to
the holder of the surrendered certificate(s) (or upon the
written order of the holder) a new certificate or certificates
representing the number of shares of Class A Common Stock
issuable upon such conversion, issued in such name or names as
such holder may direct. Except as otherwise provided herein, a
conversion shall be deemed to have been made immediately prior
to the close of business on the date of the surrender of the
certificate representing shares of Class B Common Stock. All
rights of the holder of the surrendered shares, as a holder of
such shares, shall cease at the time the conversion is deemed
to occur, and the person or persons in whose name the
certificate or certificates representing the shares of Class A
Common Stock are to be issued shall be treated for all
purposes as having become the record holder or holders of such
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<PAGE>
shares of Class A Common Stock at the time the conversion is
deemed to occur. If a surrender occurs on a date when the
stock transfer books of the Corporation are closed, the
conversion shall not be deemed to have occurred until
immediately prior to the close of business on the next
succeeding day on which such stock transfer books are open.
(c) No adjustment in respect of dividends, voting rights or
liquidation preferences of the Class A Common Stock or the
Class B Common Stock shall be made upon the conversion of any
shares of the Class B Common Stock into shares of Class A
Common Stock; provided, however, that if a share of Class B
Common Stock shall be converted subsequent to the record date
for the payment of a dividend or other distribution on shares
of Common Stock but prior to such payment, the registered
holder of such share of Class B Common Stock at the close of
business on such record date shall be entitled,
notwithstanding the conversion, to receive the dividend or
other distribution payable with respect to such share of Class
B Common Stock on the date set for payment of such dividend or
other distribution (and the person or persons in whose name or
names the certificate or certificates representing the shares
of Class A Common Stock are to be issued in connection with
such conversion shall not be entitled to any dividend or other
distribution payable with respect to the shares of Class A
Common Stock received in such conversion).
(d) The Corporation covenants that it will at all times
reserve and keep available, solely for the purpose of issuance
upon the conversion of outstanding shares of Class B Common
Stock into shares of Class A Common Stock, such number of
shares of Class A Common Stock as shall be issuable upon the
conversion of all outstanding shares of Class B Common Stock;
provided, that nothing contained herein shall be construed to
preclude the Corporation from satisfying its obligations in
respect of the conversion of the shares of Class B Common
Stock by delivery of purchased shares of Class A Common Stock.
The Corporation covenants that the shares of Class A Common
Stock which shall be issued upon conversion of the shares of
the Class B Common Stock, will, upon issue, be fully paid and
nonassessable and not subject to any preemptive rights, except
as otherwise required by applicable law.
(e) The issuance of certificates of Class A Common Stock upon
conversion of shares of Class B Common Stock shall be made
without charge for any stamp or similar tax in
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<PAGE>
respect of such issuance. Notwithstanding the foregoing,
however, if any such certificate for shares of Class A Common
Stock to be issued in a name other than that of the record
holder of the shares of Class B Common Stock to be converted
therefor, such holder shall pay to the Corporation the amount
of any tax which may be payable in respect of any transfer
involved in the issuance of the shares of Class A Common Stock
or shall establish to the satisfaction of the Corporation that
such tax has been paid.
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<PAGE>
APPENDIX B
EXCERPTS FROM FLORIDA BUSINESS CORPORATION ACT
RELATING TO DISSENTERS' RIGHTS
607.1301 DISSENTERS' RIGHTS; DEFINITIONS.
The following definitions apply to ss. 607.1302 and 607.1320:
(1) "Corporation" means the issuer of the shares held by a dissenting
shareholder before the corporate action or the surviving or acquiring
corporation by merger or share exchange of that issuer.
(2) "Fair value," with respect to a dissenter's shares, means the value
of the shares as of the close of business on the day prior to the shareholders'
authorization date, excluding any appreciation or depreciation in anticipation
of the corporate action unless exclusion would be inequitable.
(3) "Shareholders' authorization date" means the date on which the
shareholders' vote authorizing the proposed action was taken, the date on which
the corporation received written consents without a meeting from the requisite
number of shareholders in order to authorize the action, or, in the case of a
merger pursuant to s. 607.1104, the day prior to the date on which a copy of the
plan of merger was mailed to each shareholder of record of the subsidiary
corporation.
607.1302 RIGHT OF SHAREHOLDERS TO DISSENT.
(1) Any shareholder of a corporation has the right to dissent from, and
obtain payment of the fair value of his shares in the event of, any of the
following corporate actions:
(a) Consummation of a plan of merger to which the corporation is
a party:
1. If the shareholder is entitled to vote on the merger, or
2. If the corporation is a subsidiary that is merged with its
parent under s. 607.1104, and the shareholder would have been entitled to vote
on action taken, except for the applicability of s. 607.1104;
(b) Consummation of a sale or exchange of all, or substantially all, of
the property of the corporation, other than in the usual and regular course of
business, if the shareholder is entitled to vote on the sale or exchange
pursuant to s. 607.1202, including a sale in dissolution but not including a
sale pursuant to court order or a sale for cash pursuant to a plan by which all
or substantially all of the net proceeds of the sale will be distributed to the
shareholders within 1 year after the date of sale;
(c) As provided in s. 607.0902(11), the approval of a control-
share acquisition;
(d) Consummation of a plan of share exchange to which the
corporation is a party as the corporation the shares of which will be acquired,
if the shareholder is entitled to vote on the plan;
(e) Any amendment of the articles of incorporation if the shareholder
is entitled to vote on the amendment and if such amendment would adversely
affect such shareholder by:
1. Altering or abolishing any preemptive rights attached to any
of his shares;
2. Altering or abolishing the voting rights pertaining to any
of his shares, except as such rights may be affected by the voting rights of new
shares then being authorized of any existing or new class or series of shares;
3. Effecting an exchange, cancellation, or reclassification of
any of his shares, when such exchange, cancellation or reclassification would
alter or abolish his voting rights or alter his
<PAGE>
percentage of equity in the corporation, or effecting a reduction or
cancellation of accrued dividends or other arrearages in respect to such shares;
4. Reducing the stated redemption price of any of his redeemable
shares, altering or abolishing any provision relating to any sinking fund for
the redemption or purchase of any of his shares, or making any of his shares
subject to redemption when they are not otherwise redeemable;
5. Making noncumulative, in whole or in part, dividends of any
of his preferred shares which had theretofore been cumulative;
6. Reducing the stated dividend preference of any of his
preferred shares; or
7. Reducing any stated preferential amount payable on any of his
preferred shares upon voluntary or involuntary liquidation; or
(f) Any corporate action taken, to the extent the articles of
incorporation provide that a voting or nonvoting shareholder is entitled to
dissent and obtain payment for his shares.
(2) A shareholder dissenting from any amendment specified in paragraph
(1)(e) has the right to dissent only as to those of his shares which are
adversely affected by the amendment.
(3) A shareholder may dissent as to less than all the shares registered
in his name. In that event, his rights shall be determined as if the shares as
to which he has dissented and his other shares were registered in the names of
different shareholders.
(4) Unless the articles of incorporation otherwise provide, this
section does not apply with respect to a plan of merger or share exchange or a
proposed sale or exchange of property, to the holder of shares of any class or
series which, on the record date fixed to determine the shareholders entitled to
vote at the meeting of shareholders at which such action is to be acted upon or
to consent to any such action without a meeting, were either registered on a
national securities exchange or designated as a national market system security
on an interdealer quotation system by the National Association of Securities
Dealers, Inc., or held of record by not fewer than 2,000 shareholders.
(5) A shareholder entitled to dissent and obtain payment for his shares
under this section may not challenge the corporate action creating his
entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.
607.1320 PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS.
(1)(a) If a proposed corporate action creating dissenters' rights under
s. 607.1302 is submitted to a vote at a shareholders' meeting, the meeting
notice shall state that shareholders are or may be entitled to assert
dissenters' rights and be accompanied by a copy of ss. 607.1301, 607.1302, and
607.1320. A shareholder who wishes to assert dissenters' rights shall:
1. Deliver to the corporation before the vote is taken written
notice of his intent to demand payment for his shares if the proposed action is
effectuated, and
2. Not vote his shares in favor of the proposed action. A proxy
or vote against the proposed action does not constitute such a notice of intent
to demand payment.
(b) If proposed corporate action creating dissenters' rights under s.
607.1302 is effectuated by written consent without a meeting, the corporation
shall deliver a copy of ss. 607.1301, 607.1302, and 607.1320 to each shareholder
simultaneously with any request for his written consent or, if such a request is
not made, within 10 days after the date the corporation received written
consents without a meeting from the requisite number of shareholders necessary
to authorize the action.
(2) Within 10 days after the shareholders' authorization date, the
corporation shall give written notice of such authorization or consent or
adoption of the plan of merger, as the case may be, to each shareholder who
filed a notice of intent to demand payment for his shares pursuant to paragraph
(1)(a) or, in the case of action authorized by written consent, to each
shareholder, excepting any who voted for, or consented in writing to, the
proposed action.
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<PAGE>
(3) Within 20 days after the giving of notice to him, any shareholder
who elects to dissent shall file with the corporation a notice of such election,
stating his name and address, the number, classes, and series of shares as to
which he dissents, and a demand for payment of the fair value of his shares. Any
shareholder failing to file such election to dissent within the period set forth
shall be bound by the terms of the proposed corporate action. Any shareholder
filing an election to dissent shall deposit his certificates for certificated
shares with the corporation simultaneously with the filing of the election to
dissent. The corporation may restrict the transfer of uncertificated shares from
the date the shareholder's election to dissent is filed with the corporation.
(4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and shall not
be entitled to vote or to exercise any other rights of a shareholder. A notice
of election may be withdrawn in writing by the shareholder at any time before an
offer is made by the corporation, as provided in subsection (5), to pay for his
shares. After such offer, no such notice of election may be withdrawn unless the
corporation consents thereto. However, the right of such shareholder to be paid
the fair value of his shares shall cease, and he shall be reinstated to have all
his rights as a shareholder as of the filing of his notice of election,
including any intervening preemptive rights and the right to payment of any
intervening dividend or other distribution or, if any such rights have expired
or any such dividend or distribution other than in cash has been completed, in
lieu thereof, at the election of the corporation, the fair value thereof in cash
as determined by the board as of the time of such expiration or completion, but
without prejudice otherwise to any corporate proceedings that may have been
taken in the interim, if:
(a) Such demand is withdrawn as provided in this section;
(b) The proposed corporate action is abandoned or rescinded or
the shareholders revoke the authority to effect such action;
(c) No demand or petition for the determination of fair value by
a court has been made or filed within the time provided in this section; or
(d) A court of competent jurisdiction determines that such shareholder
is not entitled to the relief provided by this section.
(5) Within 10 days after the expiration of the period in which
shareholders may file their notices of election to dissent, or within 10 days
after such corporate action is effected, whichever is later (but in no case
later than 90 days from the shareholders' authorization date), the corporation
shall make a written offer to each dissenting shareholder who has made demand as
provided in this section to pay an amount the corporation estimates to be the
fair value for such shares. If the corporate action has not been consummated
before the expiration of the 90-day period after the shareholders' authorization
date, the offer may be made conditional upon the consummation of such action.
Such notice and offer shall be accompanied by:
(a) A balance sheet of the corporation, the shares of which the
dissenting shareholder holds, as of the latest available date and not more than
12 months prior to the making of such offer; and
(b) A profit and loss statement of such corporation for the 12-month
period ended on the date of such balance sheet or, if the corporation was not in
existence throughout such 12-month period, for the portion thereof during which
it was in existence.
(6) If within 30 days after the making of such offer any shareholder
accepts the same, payment for his shares shall be made within 90 days after the
making of such offer or the consummation of the proposed action, whichever is
later. Upon payment of the agreed value, the dissenting shareholder shall case
to have any interest in such shares.
(7) If the corporation fails to make such offer within the period
specified therefor in subsection (5) or if it makes the offer and any dissenting
shareholder or shareholders fail to accept the same within the period of 30 days
thereafter, then the corporation, withing 30 days after receipt of written
demand from any dissenting shareholder given within 60 days after the date on
which such corporate action was effected, shall, or at its election at any time
within such period
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<PAGE>
of 60 days may, file an action in any court of competent jurisdiction in the
county in this state where the registered office of the corporation is located
requesting that the fair value of such shares be determined. The court shall
also determine whether each dissenting shareholder, as to whom the corporation
requests the court to make such determination, is entitled to receive payment
for his shares. If the corporation fails to institute the proceeding as herein
provided, any dissenting shareholder may do so in the name of the corporation.
All dissenting shareholders (whether or not residents of this state), other than
shareholders who have agreed with the corporation as to the value of their
shares, shall be made parties to the proceeding as an action against their
shares. The corporation shall serve a copy of the initial pleading in such
proceeding upon each dissenting shareholder who is a resident of this state in
the manner provided by law for the service of a summons and complaint and upon
each nonresident dissenting shareholder either by registered or certified mail
and publication or in such other manner as is permitted by law. The jurisdiction
of the court is plenary and exclusive. All shareholders who are proper parties
to the proceeding are entitled to judgment against the corporation for the
amount of the fair value of their shares. The court may, if it so elects,
appoint one or more persons as appraisers to receive evidence and recommend a
decision on the question of fair value. The appraisers shall have such power and
authorization as is specified in the order of their appointment or an amendment
thereof. The corporation shall pay each dissenting shareholder the amount found
to be due him within 10 days after final determination of the proceedings. Upon
payment of the judgment, the dissenting shareholder shall case to have any
interest in such shares.
(8) The judgment may, at the discretion of the court, include a
fair rate of interest, to be determined by the court.
(9) The costs and expenses of any such proceeding shall be determined
by the court and shall be assessed against the corporation, but all or any part
of such costs and expenses may be apportioned and assessed as the court deems
equitable against any or all of the dissenting shareholders who are parties to
the proceeding, to whom the corporation has made an offer to pay for the shares,
if the court finds that the action of such shareholders in failing to accept
such offer was arbitrary, vexatious, or not in good faith. Such expenses shall
include reasonable compensation for, and reasonable expenses of, the appraisers,
but shall exclude the fees and expenses of counsel for, and experts employed by,
any party. If the fair value of the shares, as determined, materially exceeds
the amount which the corporation offered to pay therefor or if no offer was
made, the court in its discretion may award to any shareholder who is a party to
the proceeding such sum as the court determines to be reasonable compensation to
any attorney or expert employed by the shareholder in the proceeding.
(10) Shares acquired by a corporation pursuant to payment of the agreed
value thereof or pursuant to payment of the judgment entered therefor, as
provided in this section, may be held and disposed of by such corporation as
authorized but unissued shares of the corporation, except that, in the case of a
merger, they may be held and disposed of as the plan of merger otherwise
provides. The shares of the surviving corporation into which the shares of such
dissenting shareholders would have been converted had they assented to the
merger shall have the status of authorized but unissued shares of the surviving
corporation.
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<PAGE>
CLASS A
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
item 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 ITEM SET FORTH ON
THE BACK OF THIS CARD AND AS 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.
- -------------------------------------------------------------------------------
Please mark
your votes as [ X ]
indicated in
this example.
- -------------------------------------------------------------------------------
<TABLE>
<S> <C>
Amendment of the Articles of Incorporation Please complete, sign, date and return
that (a) would eliminate the requirement promptly this Proxy in the enclosed
that the Class A Common Stock receive cash pre-addressed return envelope. No postage
dividends equal to at least 110% of any is required for mailing in the United States
cash dividends declared and paid on Class Date: _______________________________________
B Common Stock and (b) would provide that (Month, day, year)
each share of Class B Common Stock will be
convertible at any time, at the option of _____________________________________________
the holder, into one share of Class A Signature(s)
Common Stock.
_____________________________________________
Signature(s)
[ ]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 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>
CLASS B
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
items 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 ITEMS SET FORTH ON
THE BACK OF THIS CARD AND AS 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.
- -------------------------------------------------------------------------------
Please mark
your votes as [ X ]
indicated in
this example.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
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>
FOR all nominees WITHHOLD Nominees to serve three year terms to expire in 2000: John E. Abdo and
listed to the right AUTHORITY Frank V. Grieco.
(except as to vote for all
indicated nominees listed Nominee to serve a two year term to expire in 1999: Bruno Di Giulian
to the contrary) to the right
[ ] [ ] TO WITHHOLD AUTHORITY to vote for any individual wrtie that nominee's
NAME HERE:
______________________________________________________________________
- -------------------------------------------------------------------------------------------------------------------------
2. Amendment of the Articles of Incorporation Please complete, sign, date and return
that (a) would eliminate the requirement promptly this Proxy in the enclosed
that the Class A Common Stock receive cash pre-addressed return envelope. No postage
dividends equal to at least 110% of any is required for mailing in the United States
cash dividends declared and paid on Class Date: _______________________________________
B Common Stock and (b) would provide that (Month, day, year)
each share of Class B Common Stock will be
convertible at any time, at the option of _____________________________________________
the holder, into one share of Class A Signature(s)
Common Stock.
_____________________________________________
Signature(s)
[ ]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 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>
