SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))
BANKATLANTIC BANCORP, INC.
(Name of Registrant as Specified in Its Charter)
BANKATLANTIC BANCORP, INC.
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
[BANKATLANTIC BANKATLANTIC BANCORP, INC.
BANCORP. LOGO] 1750 EAST SUNRISE BOULEVARD
FORT LAUDERDALE, FLORIDA 33304
March 13, 1998
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
(the "Annual Meeting") of BankAtlantic Bancorp, Inc. (the "Company"), which
will be held on Tuesday, April 14, 1998 at 1:00 p.m., local time, at the Westin
Hotel Cypress Creek, 400 Corporate Drive, Fort Lauderdale, Florida 33334.
At the Annual Meeting, holders of the Company's Class B Common Stock will
be asked to vote upon the election of three directors, one of which will serve
on the Company's Board of Directors until the 2000 Annual Meeting of
Shareholders and two of which will serve until the 2001 Annual Meeting of
Shareholders and to vote upon the adoption of the BankAtlantic Bancorp 1998
Stock Option Plan.
The Notice of Annual Meeting and Proxy Statement, which are contained in
the following pages, more fully describe the action to be taken by the holders
of Class B Common Stock at the Annual Meeting.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE YOUR SHARES IN FAVOR OF
THESE PROPOSALS.
Whether or not you plan to attend the Annual Meeting, and regardless of
the size of your holdings, you are encouraged to promptly sign, date and mail
the enclosed proxy in the pre-stamped envelope provided. The prompt return of
your proxy will save additional solicitation expense and will not affect your
right to vote in person in the event that you attend the Annual Meeting. Please
vote today.
On behalf of your Board of Directors and the employees of the Company and
its subsidiary, BankAtlantic, I would like to express our appreciation for your
continued support.
Sincerely,
/s/ ALAN B. LEVAN
Alan B. Levan
Chairman of the Board
<PAGE>
BANKATLANTIC BANCORP, INC.
1750 EAST SUNRISE BOULEVARD
FORT LAUDERDALE, FLORIDA 33304
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 14, 1998
----------------
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Shareholders (the
"Annual Meeting") of BankAtlantic Bancorp, Inc. (the "Company"), will be held
at the Westin Hotel Cypress Creek, 400 Corporate Drive, Fort Lauderdale,
Florida 33334 on April 14, 1998 commencing at 1:00 p.m., local time, for the
following purposes:
1. To elect three directors to the Company's Board of Directors, one of
which will serve until the 2000 Annual Meeting and two of which will serve
until the 2001 Annual Meeting.
2. To consider and vote upon the adoption of the BankAtlantic Bancorp 1998
Stock Option Plan.
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
March 6, 1998 are entitled to notice of and to vote on all matters at the
Annual Meeting. Class A Common Shareholders will not be entitled to vote at
this meeting.
Sincerely yours,
/s/ JEAN CARVALHO
Jean Carvalho
Secretary
Fort Lauderdale, Florida
March 13, 1998
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES; THEREFORE EVEN IF YOU PLAN TO ATTEND THE 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 1998 Annual Meeting of Shareholders (the "Annual Meeting") of
the Company to be held at the Westin Hotel Cypress Creek, 400 Corporate Drive,
Fort Lauderdale, Florida 33334 on Tuesday, April 14, 1998, 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 shareholders on or about March 13, 1998.
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 adoption of the 1998
Stock Option Plan. 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 at the Annual Meeting.
Any shareholder signing and returning a proxy on the enclosed form has the
power to revoke it at any time before it is exercised by notifying the
Secretary of the Company in writing at the address set forth above, by
submitting a duly executed proxy bearing a later date or by attending the
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, without additional compensation, may solicit proxies
personally or by telephone, telegram, special letter or otherwise.
RECORD DATE; SHAREHOLDERS ENTITLED TO VOTE
Holders of record of the Company's Class B Common Stock at the close of
business on March 6, 1998 (the "Record Date") are entitled to vote on all
matters presented at the Annual Meeting. On the Record Date, there were
10,833,077 shares of Class B Common Stock issued and outstanding and each share
of Class B Common Stock is entitled to one vote on all matters presented for a
vote at the Annual Meeting. Holders of the Company's Class A Common Stock are
not entitled to vote on any of the matters to be submitted for a vote at the
Annual Meeting.
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.
<PAGE>
In the event that there are not sufficient shares represented for a quorum, the
Annual Meeting may be adjourned from time to time until a quorum is obtained.
VOTE REQUIRED FOR APPROVAL
Nominees for the terms to expire at the 2000 and 2001 Annual Meeting 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 1998 Stock Option Plan
requires the affirmative vote of the holders of a majority of the shares of
Class B Common Stock voting in person or by proxy at the Annual Meeting;
accordingly, an abstention will have the same effect as a vote against the
proposal, but because shares held by brokers will not be considered entitled to
vote on matters as to which the brokers withhold authority, broker non-votes
will have no effect on the vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Listed in the table below are the beneficial owners known by the Company
to hold as of March 2, 1998 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.
Securities beneficially owned by directors and director nominees are disclosed
under "Election of Directors" elsewhere herein.
<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK
OWNERSHIP OWNERSHIP PERCENT OF PERCENT OF
AS OF AS OF CLASS A CLASS B
NAME OF BENEFICIAL OWNER MARCH 2, 1998 MARCH 2, 1998 COMMON STOCK COMMON STOCK
- ------------------------ --------------- --------------- -------------- -------------
<S> <C> <C> <C> <C>
BFC Financial Corporation (1)(2)(3) ......... 6,578,671 4,876,124 30.55 45.01
Palisade Capital Management, L.L.C. ......... 2,029,333 -- 9.00 --
Alan B. Levan (1)(3) ........................ 6,578,971 4,959,419 30.55 45.78
Frank V. Grieco ............................. 5,430 9,099 * *
Lewis F. Sarrica ............................ 942 25,273 * *
Jasper R. Eanes ............................. 6,291 9,265 * *
Marcia K. Snyder ............................ 6,816 12,118 * *
All directors and executive officers
of the Company and BankAtlantic
as a group (13 persons, including the
individuals identified above) ............. 6,840,789 5,356,784 31.77 49.45
</TABLE>
- ----------------
* Less than one percent of the class.
(1) 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. In
addition, Mr. Levan has sole voting and investment power with respect to
300 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 83,087 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.
(2) BFC's mailing address is 1750 East Sunrise Boulevard, Fort Lauderdale,
Florida 33304. Palisade Capital Management, L.L.C.'s mailing address is
One Bridge Plaza, Suite 695, Fort Lee, New Jersey 07024.
(3) BFC Financial Corporation is controlled by Alan B. Levan and John E. Abdo
who collectively may be deemed to have an aggregate beneficial ownership
of 61.3% of the outstanding common stock of BFC. Mr. Levan serves as
Chairman, President and CEO of the Company, BankAtlantic and BFC and Mr.
Abdo serves as Vice Chairman of the Company, BankAtlantic and BFC.
2
<PAGE>
ELECTION OF DIRECTORS
The Company's Board of Directors consists of seven directors divided into
three classes, each of which has three year terms which expire in annual
succession. Three directors will be elected at the Annual Meeting, who will
serve for terms expiring on the date of the Annual Meetings of Shareholders in
2000 and 2001, 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 shareholder will be voted for the election of the nominees
shown in the accompanying table. If any nominee is unable to serve, which the
Board of Directors has no reason to expect, the shares represented by proxy
will be voted for the other named nominees and for the person, if any, who is
designated by the Board of Directors to replace such nominee.
The following table sets forth the names of the directors of the Company
including the names of directors of the Company whose terms of office will
expire at the Annual Meeting. Each director whose term of office is to expire
at the Annual Meeting will be nominated for reelection at the Annual Meeting.
The table contains certain information with respect to the directors, including
the principal occupation or employment for at least the previous five years,
his or her positions or offices at the Company and BankAtlantic 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 March 2, 1998.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP AS OF
MARCH 2, 1998
--------------------------------------------
FIRST CLASS A CLASS B
NAME AND PRINCIPAL BECAME A COMMON COMMON
OCCUPATION OR EMPLOYMENT (1) AGE DIRECTOR (3) STOCK STOCK
- ---------------------------- ----- -------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
NOMINEE FOR TERM ENDING IN 2000
Charlie C. Winningham, II .......... 65 1976 109,271(3)(6) 99,889(3)(6)
President of C. C. Winningham
Corporation, a land
surveying firm
NOMINEES FOR TERMS ENDING IN 2001
Steven M. Coldren .................. 50 1986 24,936(3)(6) 19,438(3)(6)
Chairman and President of
Business Information Systems,
Inc., a distributor of dictation,
word processing and computer
equipment and Chairman of
Medical Information Systems
Corp., a distributor of hospital
computer systems
Mary E. Ginestra ................... 73 1980 44,473(6) 32,992(6)
Private Investor
DIRECTORS FOR TERMS ENDING IN 1999
Bruno Di Giulian ................... 64 1985 61,842(4)(6) 56,501(4)(6)
Of counsel, Ruden McClosky
Smith Schuster & Russell, P.A.,
a law firm
Alan B. Levan ...................... 53 1984 6,578,971(2) 4,959,419(2)
Chairman of the Board, Chief
Executive Officer and President
of the Company and
BankAtlantic. Elected as an
officer of BankAtlantic in 1987.
President, Chairman of the
Board and Chief Executive
Officer of BFC Financial
Corporation
<CAPTION>
PERCENT OF PERCENT OF
NAME AND PRINCIPAL CLASS A CLASS B
OCCUPATION OR EMPLOYMENT (1) COMMON STOCK COMMON STOCK
- ---------------------------- -------------- -------------
<S> <C> <C>
NOMINEE FOR TERM ENDING IN 2000
Charlie C. Winningham, II .......... * *
President of C. C. Winningham
Corporation, a land
surveying firm
NOMINEES FOR TERMS ENDING IN 2001
Steven M. Coldren .................. * *
Chairman and President of
Business Information Systems,
Inc., a distributor of dictation,
word processing and computer
equipment and Chairman of
Medical Information Systems
Corp., a distributor of hospital
computer systems
Mary E. Ginestra ................... * *
Private Investor
DIRECTORS FOR TERMS ENDING IN 1999
Bruno Di Giulian ................... * *
Of counsel, Ruden McClosky
Smith Schuster & Russell, P.A.,
a law firm
Alan B. Levan ...................... 30.55 45.78
Chairman of the Board, Chief
Executive Officer and President
of the Company and
BankAtlantic. Elected as an
officer of BankAtlantic in 1987.
President, Chairman of the
Board and Chief Executive
Officer of BFC Financial
Corporation
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
OWNERSHIP AS OF
MARCH 2, 1998
-------------------------------------
FIRST CLASS A CLASS B PERCENT OF PERCENT OF
NAME AND PRINCIPAL BECAME A COMMON COMMON CLASS A CLASS B
OCCUPATION OR EMPLOYMENT (1) AGE DIRECTOR (3) STOCK STOCK COMMON STOCK COMMON STOCK
- ----------------------------------- ----- -------------- ------------ ---------------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
DIRECTORS FOR TERMS ENDING IN 2000
John E. Abdo ...................... 54 1984 253(2) 131,789(2)(6) * 1.22
Vice Chairman of the Company
and BankAtlantic. Elected as an
officer of BankAtlantic in 1987.
President and Chief Executive
Officer of Abdo Companies,
Director of Benihana National
Corporation, Director and
Chairman of the Board of
Coconut Code
Frank V. Grieco ................... 53 1991 5,430 9,099 * *
Senior Executive Vice President of
the Company and BankAtlantic.
Elected as an officer of
BankAtlantic in 1991
</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 300 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
83,087 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. The security ownership indicated
above for Mr. Levan includes 6,578,671 Class A c.ommon shares and
4,876,124 Class B common shares owned by BFC (See "Security Ownership of
Certain Beneficial Owners and Management"). BFC Financial Corporation is
controlled by Alan B. Levan (45.5%) and John E. Abdo (15.8%) who
collectively may be deemed to have an aggregate beneficial ownership of
61.3% of the outstanding common stock of BFC. Mr. Levan serves as
Chairman, President and CEO of the Company, BankAtlantic and BFC and Mr.
Abdo serves as Vice Chairman of the Company, BankAtlantic and BFC.
(3) Shares beneficially owned by the indicated director and his wife are: Mr.
Coldren--518 Class A shares, 360 Class B shares; and Mr.
Winningham--84,853 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 37,424 Class A shares and
26,485 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--131,611 Class B
shares; Mr. Di Giulian--24,418 Class A shares, 30,016 Class B shares; Mr.
Coldren--24,418 Class A shares, 19,078 Class B shares; Mrs.
Ginestra--24,418 Class A shares, 19,078 Class B shares; and Mr.
Winningham--24,418 Class A shares, 41,016 Class B shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT ALL OF THE NOMINEES BE ELECTED AS
DIRECTORS.
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 Option
Plan, non employee directors each received a one time grant of options to
acquire 19,078 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 grant of options to acquire 12,209 shares of the
Company's Class A Common Stock. Additionally, under the 1996 Stock Option Plan
the non-employee directors received on May 1, 1997 an additional grant of
options to acquire 12,209 shares of the Company's Class A Common Stock.
4
<PAGE>
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 sets forth certain information, as of March 2, 1998,
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, 1997. Each
of the loans in the table represent conventional single family mortgage loans.
<TABLE>
<CAPTION>
HIGHEST AMOUNT OUTSTANDING
OUTSTANDING SINCE BALANCE AT
NAME AND CAPACITY IN WHICH SERVED JANUARY 1, 1997 MARCH 2, 1998 INTEREST RATE
- --------------------------------- ------------------- --------------- --------------
<S> <C> <C> <C>
Jean E. Carvalho, Corporate Secretary ......... $ 70,319 $ 68,930 8.75*
Mary E. Ginestra, Director .................... 110,929 104,249 8.25*
Charlie C. Winningham II, Director ............ 200,542 187,418 7.50*
</TABLE>
- ----------------
* Denotes preferential rate
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
The Board of Directors met fourteen (14) times, took action by Unanimous
Written Consent twice, and were polled twice during the last fiscal year. The
Board of Directors has established a number of committees, including Audit and
Compensation Committees. The Board of Directors does not have a Nominating
Committee. Each of the members of the Board of Directors attended at least 75%
of the meetings of the Board and Committees on which he or she served.
The Audit Committee consists of: Steven M. Coldren, Chairman, Charlie C.
Winningham, II and Mary E. Ginestra. The Committee met four (4) times during
the last fiscal year. The Audit Committee recommends engagement of the
independent auditors, considers the fee arrangement and scope of the audit,
reviews the financial statements and the independent auditors' report, reviews
the activities and recommendations of BankAtlantic's internal auditors,
considers comments made by the independent auditors with respect to
BankAtlantic's and the Company's internal control structure, and reviews
internal accounting procedures and controls with BankAtlantic's financial and
accounting staff.
The Compensation Committee consists of: Bruno L. Di Giulian, Chairman,
Mary E. Ginestra, Charlie C. Winningham, II and Steven M. Coldren. The
Committee met eight (8) times during the 1997 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.
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, 1997) for the fiscal years ended December 31,
1997, 1996 and 1995:
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- -------------------------- ---------
OTHER RESTRICTED NUMBER
ANNUAL STOCK OF STOCK
NAME AND COMPENSATION AWARDS(S) OPTIONS LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS ($) ($) AWARDED (A) PAYOUTS COMPENSATION
- ----------------------- ------ ----------- ---------- -------------- ------------ ------------- --------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ALAN B. LEVAN - 1997 $350,574 $ -- -- -- 93,750 -- $ 156,432(c)
Chairman of the 1996 321,168 193,740 -- -- 146,485 -- 158,045(c)
Board, CEO, President 1995 313,080 -- -- -- 228,884 -- 900(b)
FRANK V. GRIECO - 1997 292,540 59,000 -- -- 46,877 -- 1,600(b)
Senior E.V.P., 1996 279,873 56,442 -- -- 73,245 -- 1,500(b)
Director 1995 265,785 -- -- -- 114,445 -- 900(b)
LEWIS F. SARRICA - 1997 210,812 31,251 -- -- 23,440 -- 1,600(b)
E.V.P., Chief 1996 201,915 29,905 -- -- 36,625 -- 1,500(b)
Investment Officer 1995 193,740 -- -- -- 57,227 -- 900(b)
JASPER R. EANES - 1997 181,331 44,653 -- -- 23,440 -- 1,600(b)
E.V.P., Chief 1996 173,704 47,730 -- -- 36,625 -- 1,500(b)
Financial Officer 1995 166,405 -- -- -- 57,227 -- 900(b)
MARCIA K. SNYDER - 1997 179,970 45,000 -- -- 23,440 -- 1,600(b)
E.V.P., Commercial 1996 160,214 44,501 -- -- 36,625 -- 1,500(b)
Lending 1995 150,643 -- -- -- 57,227 -- 879(b)
</TABLE>
- ----------------
(a) The number of options has been adjusted to reflect stock splits effected
after grant date.
(b) BankAtlantic contributions to its 401(k) savings plan on behalf of the
named executive.
(c) Includes $1,600 (1997) and $1,500 (1996) BankAtlantic contributions to its
401(k) savings plan on behalf of Mr. Levan and $154,832 (1997) and
$156,545 (1996) which represents the value of the benefit received by Mr.
Levan in connection with premiums paid by the Company for a split-dollar
life insurance policy. See Executive Compensation -- Split-Dollar Life
Insurance Plan.
6
<PAGE>
OPTIONS GRANTS TABLE
The following table sets forth information concerning individual grants of
stock options to the named executives in the Summary Compensation Table
pursuant to the Company's 1996 Stock Option Plan during the fiscal year ended
December 31, 1997. The Company has not granted and does not currently grant
stock appreciation rights.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF % OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM (2)
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION ---------------------------
NAME GRANTED (1) FISCAL YEAR SHARE DATE 5% ($) 10% ($)
- ---- ------------- -------------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alan B. Levan ............ 93,750 11.17 $ 7.92 5-6-07 $47,9168 $1,202,805
Frank V. Grieco .......... 46,877 5.58 7.92 5-6-07 239,594 601,427
Lewis F. Sarrica ......... 23,440 2.79 7.92 5-6-07 119,804 300,733
Jasper R. Eanes .......... 23,440 2.79 7.92 5-6-07 119,804 300,733
Marcia K. Snyder ......... 23,440 2.79 7.92 5-6-07 119,804 300,733
</TABLE>
- ----------------
(1) Options vest on May 6, 2002. 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.
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 1997 and the status of
their options on December 31, 1997: (i) the number of shares of Class A and
Class B Common Stock underlying options exercised during 1997, (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, 1997 and (iv) the aggregate dollar value of in-the-money exercisable
options on December 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
NUMBER OF UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS ON 12/31/97 ON 12/31/97 (1)
ACQUIRED VALUE --------------------------------------- ----------------------------
UPON REALIZED EXERCISABLE UNEXERCISABLE
EXERCISE UPON ------------------- -------------------
NAME OF OPTION EXERCISE CLASS A CLASS B CLASS A CLASS B EXERCISABLE UNEXERCISABLE
- ---------------------- ----------- ------------- --------- --------- --------- --------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alan B. Levan ........ 180,134 $1,277,222 0 83,087 240,235 457,768 $809,175 $5,718,845
Frank V. Grieco ...... 13,659 77,993 0 0 120,122 228,891 0 2,859,513
Lewis F. Sarrica ..... 0 0 0 24,415 60,065 114,454 245,136 1,429,857
Jasper R. Eanes ...... 7,947 44,109 0 0 60,065 114,454 0 1,429,857
Marcia K. Snyder ..... 33,154 178,939 0 0 60,065 114,454 0 1,429,857
</TABLE>
- ----------------
(1) Based upon fair market values of $13.05 and $13.60 at December 31, 1997
which is the closing price for Class A and Class B Common Stock,
respectively, as reported on the New York Exchange and the Nasdaq National
Market on the last trading date of 1997.
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 shareholders by ensuring that executive officers
are compensated in a manner that advances both the short and long term
interests of the Company and its shareholders. 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 shareholders.
BASE SALARY
The Company offers competitive salaries based 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 predetermined
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 Incentive Compensation Plan is the primary vehicle for
providing long-term compensation to those officers who have a more direct
impact on creating shareholder value. Executive officers are eligible to
receive on an annual basis, subject to 5 year vesting, deferred compensation of
$10,000 each 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 if higher corporate profits are achieved.
8
<PAGE>
STOCK OPTIONS
Executive officers of BankAtlantic were granted stock options during 1997.
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 trading price of the Class A Common Stock, the higher the
value of the stock options. The granting of options is totally discretionary
and options are awarded based on an assessment of an employee's contribution to
the success and growth of the Company. Grants of stock options to executive
officers are generally made upon the recommendation of the CEO based on the
level of an executive's position with the Company or BankAtlantic, an
evaluation of the executive's past and expected performance, the number of
outstanding and previously granted options and discussions with the executive.
The Board of Directors believes that providing executives with opportunities to
acquire an interest in the growth and prosperity of the Company through the
grant of stock options will enable the Company and BankAtlantic to attract and
retain qualified and experienced executive officers and offer additional long
term incentives. The Board of Directors believes that utilization of stock
options more closely aligns the executives' interests with those of the
Company's shareholders, 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 1997
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 1997 benefit is shown under the Summary Compensation Table.
The Committee took particular note of the success of BankAtlantic's
operations under Mr. Levan's leadership. Specifically, it acknowledged the
continued achievement of record earnings in each of the past six years.
Additionally, the Committee noted that the Company's Class B Common Stock has
increased in value since January, 1992, the Company's Class A Common Stock
increased in value since initial issuance in March, 1996 and that in 1997 the
Company successfully consummated public offerings of $74.75 million of Trust
Preferred Securities, $100 million of 5.625% Convertible Subordinated
Debentures and 4,312,500 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
9
<PAGE>
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, 1997, the individuals named in the Summary Compensation
Table had the following credited years of service under the Plan: Mr. Levan--25
years, Mr. Grieco--15 years, Mr. Sarrica--12 years, Mr. Eanes--9 years and Ms.
Snyder--10 years.
In general, the Plan provides for monthly payments to or on behalf of each
covered employee upon such employee's retirement (with provisions for early or
postponed retirement), death or disability. The amount of the monthly payments
is based generally upon the employee's average regular monthly compensation for
the highest consecutive five years of the last ten years prior to retirement,
death or disability, and upon such employee's years of service with
BankAtlantic. Benefits under the Plan vest fully upon completion of five years
of service. Benefits are payable on the basis of ten-years certain and life
thereafter. The benefits are not subject to any deduction for Social Security
or other offset amounts.
As permitted by the Employee Retirement Income Security Act of 1974,
BankAtlantic amended the Plan and adopted another benefit plan to supplement
post-employment benefits payable to certain executives. This was necessary
because of a previous reduction in benefit increases under the Plan imposed by
the Internal Revenue Code (the "Code"). The Code restricts the amount of the
executive's compensation that may be taken into account for Plan purposes,
regardless of the executive's actual compensation. The amendment to the Plan
enhances retirement benefits to the executives named below by providing to the
executives, to the extent permitted by the Code, the same retirement benefit to
which they would have been eligible under the Plan had the Code limits not been
enacted. The approximate percentages of pre-retirement compensation for which
the executives will be eligible under the Plan as a result of the amendment are
as follows: Mr. Levan--33%, Mr. Grieco--42%, Mr. Sarrica--39% and Mr.
Eanes--38% and Ms. Snyder--57%. Because the percentage of pre-retirement
compensation payable from the Plan to Mr. Levan after the Plan's amendment
falls short of the benefit that Mr. Levan would have received under the Plan
had the Code limits not been enacted, BankAtlantic adopted the BankAtlantic
Split-Dollar Life Insurance Plan, an employee benefit plan described below.
The following table illustrates annual pension benefits at age 65 for
various levels of compensation and years of service.
ESTIMATED ANNUAL BENEFITS
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
-------------------------------------------------------------
AVERAGE
FIVE YEAR
COMPENSATION
AT RETIREMENT 5 YEARS 10 YEARS 20 YEARS 30 YEARS 40 YEARS
- -------------------------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$120,000 $10,380 $20,760 $41,520 $62,280 $ 83,160
150,000 13,005 26,010 52,020 78,030 104,160
160,000 and above 13,880 27,760 55,520 83,280 111,160
</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. Pursuant to its agreement with Mr. Levan,
BankAtlantic will make premium payments for the Policy. The Policy is
anticipated to accumulate significant cash value over time, 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
10
<PAGE>
amount of premiums the Bank pays for the Policy upon the earlier of Mr. Levan's
retirement or death. The portion of the amount of the 1997 premium paid for the
insurance policy that is considered compensation to Mr. Levan is included in
the Summary Compensation Table.
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total returns
(assuming reinvestment of dividends) for the Class B Common Stock, the Nasdaq
Stock Market (U.S. companies) and Nasdaq Financial Stocks and assumes $100 is
invested on December 31, 1992.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
December 31,
- ---------------------------------------------------------------------------
1992 1993 1994 1995 1996 1997
- ---------------------------------------------------------------------------
BankAtlantic Bancorp, Inc. 100 190 216 327 364 713
- ---------------------------------------------------------------------------
Nasdaq Stock Market 100 115 112 159 195 240
- ---------------------------------------------------------------------------
Nasdaq Financial Stocks 100 116 117 170 218 334
- ---------------------------------------------------------------------------
11
<PAGE>
PROPOSAL TWO: APPROVAL OF 1998 STOCK OPTION PLAN
On March 10, 1998, the Board of Directors of the Company adopted the
BankAtlantic Bancorp 1998 Stock Option Plan in the form attached as Appendix A
to this Proxy Statement, subject to the approval of the holders of a majority
of the shares of Class B Common Stock present, in person or by proxy, at the
Annual Meeting. As described below, the 1998 Stock Option Plan provides for the
issuance of options to purchase the Company's Class A and options to purchase
the Company's Class B Common Stock. In the opinion of the Company's Board of
Directors, the use of stock options with respect to the Company's Common Stock,
is an appropriate way to compensate employees, to retain the best possible
individuals, to provide additional incentive to the employees and others who
perform services for the Company and its subsidiaries, and to promote the
success of the Company's business.
The Company's 1996 Stock Option Plan, which expires in 2006, provides for
the issuance of options to purchase up to 1,925,361 shares of Class A Common
Stock. As of March 2, 1998, options to purchase 1,623,492 shares of Class A
Common Stock under the Company's 1996 Stock Option Plan were outstanding and
options to purchase 301,869 shares of Class A Common Stock remain available for
grant under such plan. As of March 2, 1998, options to purchase 1,693,285
shares of Class B Common Stock under the Company's 1994 Stock Option Plan were
outstanding and options to purchase 387,088 shares of Class B Common Stock
remain available for grant under such plan. As of March 2, 1998, options to
purchase 277,142 shares of Class B Common Stock under the Company's 1984 Stock
Option Plan were outstanding and options to purchase 3,547 shares of Class B
Common Stock remain available for grant under such Plan. Options granted under
the 1984 Stock Option Plan, the 1994 Stock Option Plan, and the 1996 Stock
Option Plan, if exercised, would represent 10.57% of the Company's total
outstanding capital stock. Management believes that the adoption of the 1998
Stock Option Plan will give the Company additional flexibility in the future to
attract and retain employees and directors. In addition, BankAtlantic sponsors
a noncontributory defined benefit plan and a defined contribution 401(k) plan.
A description of the 1998 Stock Option Plan is set forth below; however,
reference is made to the full text of the 1998 Stock Option Plan and the
discussion below is qualified in its entirety by reference thereto.
DESCRIPTION OF THE 1998 STOCK OPTION PLAN
SHARES SUBJECT TO THE 1998 STOCK OPTION PLAN. Subject to adjustments
authorized by the 1998 Stock Option Plan, the maximum number of shares which
may be issued under the 1998 Stock Option Plan is 800,000 shares of the
Company's Class A Common Stock and 150,000 shares of Class B Common Stock. The
number of shares available for grant will be reduced by the number of stock
options granted and will be increased at such time as the options lapse or
terminate. In the event of adjustments to the authorized or outstanding common
stock or stock dividends payable on common stock, the number of shares subject
to options will be appropriately adjusted to protect against dilution. No
individual may be granted options in any calendar year covering an aggregate of
more than 150,000 shares of Common Stock.
ADMINISTRATION. The 1998 Stock Option Plan provides that it will be
administered by a committee appointed by the Board of Directors of the Company.
The Board of Directors has indicated that the Compensation Committee, which is
comprised of outside directors, shall serve in such capacity. The Compensation
Committee shall consist of persons who will be outside directors as defined for
purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended.
The Compensation Committee shall have the authority, in its discretion, to (i)
select grantees, (ii) determine the nature, amount, time and manner of issuance
of awards made under the 1998 Stock Option Plan and the terms and conditions
applicable thereto, (iii) interpret the 1998 Stock Option Plan and (iv) make
all other determinations deemed necessary or advisable for the administration
of the 1998 Stock Option Plan.
PARTICIPATION. Incentive stock options may be granted only to employees.
Non-qualified stock options may be granted to employees as well as directors,
independent contractors and agents, as
12
<PAGE>
determined by the Compensation Committee. Any person who has been granted an
option may, if he is otherwise eligible, be granted an additional option or
options. The 1998 Stock Option Plan provides for an automatic grant to
non-employee directors of the Company of non-qualified options to acquire 5,000
shares of Class A Common Stock, subject to adjustment upon certain changes in
the Company's capitalization, on the day following the date of the 1998 Annual
Meeting or the date such person is first elected as a director, whichever is
later, at an exercise price equal to the fair market value of the Class A
Common Stock on the date of grant.
OPTIONS. Stock options will be exercisable at such time following the date
of grant as may be determined by the Compensation Committee administering the
1998 Stock Option Plan. The option price may not be less than 100% of the fair
market value of Class A or Class B Common Stock into which such option is
exercisable, as applicable, on the date the option is granted. In order to
exercise an option, in whole or in part, the grantee must give written notice
to the Company's Secretary accompanied by full payment in cash, check,
promissory note or, if the grantee elects and if applicable holding period
requirements are met, with the approval of the Compensation Committee, in
shares of the Company's capital stock having a fair market value on the date of
exercise equal to the purchase price, or a combination of the foregoing. As
noted above, the 1998 Stock Option Plan provides for the delivery of already
owned shares of capital stock as payment of the option price. Accordingly, if
the shares owned by an option holder have a market value greater than the
exercise price of the option, the owner may exchange the shares held by him for
a larger number of lower priced option shares by applying the market value
determined by the Compensation Committee of the shares owned by him towards
payment of the option price.
Stock options shall in all cases terminate and will not be exercisable
after the expiration of the term of the option and may, except in certain
circumstances, only be exercised if the grantee at the time of exercise is an
employee of the Company or a subsidiary. In the case of termination, other than
termination for cause, the vested option shall be exercisable for a period of
up to three months, unless termination is as a consequence of physical or
mental disability or death in which case the option may be exercised for a
period of up to twelve months after termination. If death occurs within thirty
days following termination, the option may be exercised for up to three months
following death to the extent exercisable on the date of termination. In the
case of termination for cause, stock options are immediately cancelled and will
not be exercisable.
The 1998 Stock Option Plan gives the Compensation Committee authority to
accelerate the exercise date of any unvested option including in the event of
the sale or merger of the Company or a tender offer or exchange offer for Class
A Common Stock or Class B Common Stock, as applicable. Management believes that
such vesting may be appropriate in order to allow option holders to participate
in such cases on the same terms as other shareholders. To the extent that
options are granted to management and the options are exercisable pursuant to
such accelerated vesting provisions, the Company may be a less attractive
candidate for acquisition.
FEDERAL INCOME TAX CONSEQUENCES
INCENTIVE STOCK OPTIONS. The grant of an incentive stock option has no
immediate tax consequences to the optionee or to the Company. The exercise of
an incentive stock option generally has no immediate tax consequences to the
optionee (except to the extent it is an adjustment in computing alternative
minimum taxable income) or to the Company. If an optionee holds the shares
acquired pursuant to the exercise of an incentive stock option for the required
holding period, the optionee generally recognizes long-term capital gain or
loss upon a subsequent sale of the shares in the amount of the difference
between the amount realized upon sale and the exercise price of the shares. In
such a case, the Company is not entitled to a deduction in connection with the
grant or exercise of the incentive stock option or the sale of shares acquired
pursuant to such exercise. If, however, an optionee disposes of the shares
prior to the expiration of the required holding period, the optionee recognizes
ordinary income equal to the excess of the fair market value of the shares on
the date of exercise (or the proceeds of disposition, if less) over the
exercise price, and the Company is entitled to a corresponding deduction if
applicable reporting or withholding requirements are satisfied. The required
13
<PAGE>
holding period is two years from the date of grant of the option and one year
after the date of issuance of the shares. The tax basis of the shares received
upon exercise will be equal to the amount paid as the exercise price plus the
amount, if any, included in gross income as compensation income.
NON-QUALIFIED OPTIONS. The grant of a non-qualified stock option has no
immediate tax consequences to the optionee or the Company. Upon the exercise of
the non-qualified stock option, the optionee generally recognizes ordinary
income in the amount equal to the excess of the fair market value of the shares
on the date of exercise over the exercise price, and the Company is entitled to
a corresponding deduction if applicable reporting or withholding requirements
are satisfied. The optionee's tax basis in the shares will be equal to the
exercise price plus the amount of ordinary income recognized by the optionee,
and the optionee's holding period will commence on the date the shares are
received. Upon a subsequent sale of the shares, any difference between the
optionee's tax basis in the shares and the amount realized on the sale is
treated as long-term or short-term capital gain or loss, depending on the
holding period of the shares and assuming the shares are held as capital
assets. Future changes in existing laws and regulations may change the tax
status of the options granted and/or exercised under the 1998 Stock Option
Plan.
REQUIRED VOTE. The affirmative vote of a majority of the shares of Class B
Common Stock, represented in person or by proxy, cast at the Annual Meeting is
required to approve the 1998 Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSAL
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.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next annual
meeting of the Company, expected to be held in May 1999, 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, 1999. If
such proposal or proposals are in compliance with applicable rules and
regulations, they will be included in the Company's proxy statement and form of
proxy for that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ JEAN CARVALHO
Jean Carvalho
Secretary
March 13, 1998
14
<PAGE>
APPENDIX A
BANKATLANTIC BANCORP 1998 STOCK OPTION PLAN
1. PURPOSES. The purposes of this BankAtlantic Bancorp 1998 Stock Option
Plan (the "Plan") are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to the
Employees of the Company or its Subsidiaries (as defined in Section 2 below) as
well as other individuals who perform services for the Company and its
Subsidiaries, and to promote the success of the Company's business. Options
granted hereunder may be either "incentive stock options", as defined in
Section 422 of the Internal Revenue Code of 1986, as amended, or "non-qualified
stock options", at the discretion of the Committee (as defined in Section 2
below) and as reflected in the terms of the Stock Option Agreement (as defined
in Section 2 below).
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company.
(b) "CLASS A COMMON STOCK" shall mean the Class A common stock, par value
$.01 per share, of the Company.
(c) "CLASS B COMMON STOCK" shall mean the Class B common stock, par value
$.01 per share, of the Company.
(d) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(e) "COMPANY" shall mean BankAtlantic Bancorp, Inc., a Florida
corporation, and its successors and assigns.
(f) "COMMITTEE" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan.
(g) "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of sick leave,
military leave, or any other leave of absence approved by the Board of
Directors of the Company or the Committee.
(h) "EMPLOYEE" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.
(i) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
(j) "INCENTIVE STOCK OPTION" shall mean a stock option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.
(k) "NONQUALIFIED STOCK OPTION" shall mean a stock option not intended to
qualify as an Incentive Stock Option.
(l) "OPTION" shall mean a stock option granted pursuant to the Plan.
(m) "OPTIONED STOCK" shall mean the Class A Common Stock or Class B
Common Stock, as applicable, subject to an Option.
(n) "OPTIONEE" shall mean the recipient of an Option.
(o) "PARENT" shall mean a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
A-1
<PAGE>
(p) "RULE 16B-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act or any successor rule.
(q) "SHARE" shall mean a share of the Class A Common Stock or Class B
Common Stock, as applicable, as adjusted in accordance with Section 12 of the
Plan.
(r) "STOCK OPTION AGREEMENT" shall mean the written option agreements
described in Section 17 of the Plan.
(s) "SUBSIDIARY" shall mean a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.
(t) "TRANSFEREE" shall mean a "transferee" of the Optionee as defined in
Section 11 of the Plan.
3. STOCK. Subject to the provisions of Section 12 of the Plan, the
maximum aggregate number of shares which may be Optioned and sold under the
Plan is 950,000 shares, consisting of 800,000 shares of authorized, but
unissued, or reserved Class A Common Stock and 150,000 shares of authorized,
but unissued, or reserved Class B Common Stock. If an Option should expire or
become unexercisable for any reason without having been exercised in full, the
unpurchased Shares which were subject thereto shall, unless the Plan shall have
been terminated, become available for further grant under the Plan.
Subject to the provisions of Section 12 of the Plan, no person shall be
granted Options under the Plan in any calendar year covering an aggregate of
more than 150,000 Shares.
4. ADMINISTRATION.
(a) PROCEDURE. The plan shall be administered by a Committee appointed by
the Board of Directors. The Committee shall consist of not less than two
members of the Board of Directors, each of whom will be an "outside director"
as defined for purposes of Section 162(m) of the Code. Once appointed, the
Committee shall continue to serve until otherwise directed by the Board of
Directors. From time to time the Board of Directors may increase the size of
the Committee and appoint additional members thereof, remove members (with or
without cause), and appoint new members in substitution therefor, and fill
vacancies however caused; provided, however, that at no time shall a Committee
of less than two (2) members of the Board of Directors administer the Plan.
(b) POWERS OF THE COMMITTEE. Subject to the provisions of the Plan,
including, without limitation, Section 6 of the Plan, the Committee shall have
the authority, in its discretion: (i) to grant Incentive Stock Options, in
accordance with Section 422 of the Code, or to grant Nonqualified Stock
Options; (ii) to determine, upon review of relevant information and in
accordance with Section 9(b) of the Plan, the fair market value of the Class A
Common Stock or Class B Common Stock, as applicable; (iii) to determine the
exercise price per share of Options to be granted; (iv) to determine the
persons to whom, and the time or times at which, Options shall be granted, the
number of shares to be represented by each Option and whether the Option will
be exercisable for Class A Common Stock or Class B Common Stock; (v) to
determine the vesting schedule of the Options to be granted; (vi) to interpret
the Plan; (vii) to prescribe, amend and rescind rules and regulations relating
to the Plan; (viii) to determine the terms and provisions of each Option
granted (which need not be identical) and, with the consent of the holder
thereof, modify or amend each Option; (ix) to accelerate or defer (with the
consent of the holder thereof) the exercise date of any Option; (x) to
authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an Option previously granted by the
Committee; and (xi) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
(c) EFFECT OF THE COMMITTEE'S DECISION. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Optionees or
Transferees, if applicable.
5. ELIGIBILITY. Incentive Stock Options may be granted only to Employees.
Nonqualified Stock Options may be granted to Employees as well as directors,
independent contractors and agents,
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as determined by the Committee. Any person who has been granted an Option may,
if he is otherwise eligible, be granted an additional Option or Options.
Except as otherwise provided under the Code, to the extent that the
aggregate fair market value of Shares for which Incentive Stock Options (under
all stock option plans of the Company and of any Parent or Subsidiary) are
exercisable for the first time by an Employee during any calendar year exceeds
$100,000, such Options shall be treated as Nonqualified Stock Options. For
purposes of this limitation, (a) the fair market value of Shares is determined
as of the time the Option is granted and (b) the limitation is applied by
taking into account Options in the order in which they were granted.
The plan shall not confer upon any Optionee any right with respect to
continuation of employment, nor shall it interfere in any way with his right or
the Company's or any Parent or Subsidiary's right to terminate his employment
at any time.
6. AUTOMATIC GRANT OF OPTION TO NON-EMPLOYEE DIRECTORS. Each person who is
a non-Employee director of the Company on the day following the 1998 Annual
Meeting of Stockholders of the Company and each person (other than an Employee)
who is first elected as a director of the Company on a date subsequent to the
1998 Annual Meeting of Stockholders shall automatically receive on such date an
Option to acquire 5,000 Shares of Class A Common Stock. The number of Shares
subject to the Options to be granted under this Section 6 shall be adjusted in
the event of a stock split or payment of a stock dividend in accordance with
the provisions of Section 12 of the Plan as if such Options were outstanding on
the record date with respect to such events, provided, however, that such
adjustment shall not be applicable to any stock split or stock dividend
declared or recommended by the Board of Directors at or prior to the 1998
Annual Meeting of Stockholders of the Company. The per Share exercise price for
the Shares to be issued pursuant to Options granted under this Section 6 shall
be as set forth in Section 9 (a)(ii) of the Plan. Non-Employee directors shall
have the right, if they so wish, to decline receipt of any Options to be
granted under this Section 6 of the Plan.
7. TERM OF PLAN. The Plan shall become effective upon its adoption by the
Board of Directors; provided, however, if the Plan is not approved by
shareholders of the Company in accordance with Section 18 of the Plan within
twelve months after the date of adoption by the Board of Directors, the Plan
and any Options granted thereunder shall terminate and become null and void.
The Plan shall continue in effect ten years from the effective date of the
Plan, unless sooner terminated under Section 14 of the Plan.
8. TERM OF OPTION. The term of each Option shall be ten (10) years from
the date of grant thereof or such shorter term as may be provided in the Stock
Option Agreement; provided, however, that the term of each Option granted under
Section 6 of the Plan shall be ten (10) years from the date of grant. However,
in the case of an Incentive Stock Option granted to an Employee who,
immediately before the Incentive Stock Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Incentive
Stock Option shall be five (5) years from the date of grant thereof or such
shorter time as may be provided in such Optionee's Stock Option Agreement.
9. EXERCISE PRICE AND CONSIDERATION.
(a) PRICE. The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as determined by the
Committee, but shall be subject to the following:
(i) In the case of an Incentive Stock Option which is
(A) granted to an Employee who, immediately before the grant of such
Incentive Stock Option, owns stock representing more than ten percent (10%) of
the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the fair
market value per Share on the date of grant.
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(B) granted to an Employee not within (A), the per share exercise
price shall be no less than one hundred percent (100%) of the fair market value
per Share on the date of grant.
(ii) In the case of a Nonqualified Stock Option, the per Share exercise
price shall be no less than one hundred percent (100%) of the fair market value
per Share on the date of grant and, with respect to Options granted to
non-Employee directors as provided in Section 6 of the Plan, shall be equal to
one hundred percent (100%) of the fair market value per Share on the date of
the grant.
(b) DETERMINATION OF FAIR MARKET VALUE. The fair market value shall be
determined by the Committee in its discretion; provided, however, that where
there is a public market for the Class A Common Stock or Class B Common Stock,
as applicable, the fair market value per Share shall be (i) if the Class A
Common Stock or Class B Common Stock, as applicable, is listed or admitted for
trading on any United States national securities exchange, or if actual
transactions are otherwise reported on a consolidated transaction reporting
system, the closing price of such stock on such exchange or reporting system,
as the case may be, on the date of grant of the Option, as reported in any
newspaper of general circulation, or (ii) if the Class A Common Stock or Class
B Common Stock, as applicable, is quoted on the National Association of
Securities Dealers Automated Quotations ("NASDAQ") System, or any similar
system of automated dissemination of quotations of securities prices in common
use, the mean between the closing bid and asked quotations for such stock on
the date of grant, as reported by a generally recognized reporting service.
(c) CERTAIN CORPORATE TRANSACTIONS. Notwithstanding Section 9(a) of the
Plan, in the event the Company substitutes an Option for a stock option issued
by another corporation in connection with a corporate transaction, such as a
merger, consolidation, acquisition of property or stock, separation (including
a spin-off or other distribution of stock or property), reorganization (whether
or not such reorganization comes within the definition of such term in Section
368 of the Code) or partial or complete liquidation involving the Company and
such other corporation, the exercise price of such substituted Option shall be
as determined by the Committee in its discretion (subject to the provisions of
Section 424(a) of the Code in the case of a stock option that was intended to
qualify as an "incentive stock option") to preserve, on a per Share basis
immediately after such corporate transaction, the same ratio of fair market
value per option share to exercise price per Share which existed immediately
prior to such corporate transaction under the option issued by such other
corporation.
(d) PAYMENT. The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be
determined by the Committee and may consist entirely of cash, check, promissory
note, or other shares of the Company's capital stock having a fair market value
on the date of surrender equal to the aggregate exercise price of the Shares as
to which said Option shall be exercised, or any combination of such methods of
payment, or such other consideration and method of payment for the issuance of
Shares to the extent permitted under Florida Law. When payment of the exercise
price for the Shares to be issued upon exercise of an Option consists of shares
of the Company's capital stock, such shares will not be accepted as payment
unless the Optionee or Transferee, if applicable, has held such shares for the
requisite period necessary to avoid a charge to the Company's earnings for
financial reporting purposes.
10. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Committee, including performance criteria with respect to the
Company or its Subsidiaries and/or the Optionee, and as shall be permissible
under the terms of the Plan. An Option may not be exercised for a fraction of a
Share. An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Committee, consist of any
consideration and method of payment allowable under Section 9(d) of the Plan.
Until the issuance of the stock certificate
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evidencing such Shares (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company), which in no
event will be delayed more than thirty (30) days from the date of the exercise
of the Option, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the stock certificate is
issued, except as provided in the Plan. Exercise of an Option in any manner
shall result in a decrease in the number of Shares which thereafter may be
available, both for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.
(b) TERMINATION OF STATUS AS AN EMPLOYEE. Subject to this Section 10(b),
if any Employee ceases to be in Continuous Status as an Employee, he or any
Transferee may, but only within thirty (30) days (or such other period of time
not exceeding three (3) months as is determined by the Committee) after the
date he ceases to be an Employee, exercise his Option to the extent that he or
any Transferee was entitled to exercise it as of the date of such termination.
To the extent that he or any Transferee was not entitled to exercise the Option
at the date of such termination, or if he or any Transferee does not exercise
such Option (which he or any Transferee was entitled to exercise) within the
time specified herein, the Option shall terminate. If any Employee ceases to
serve as an Employee as a result of a termination for cause (as determined by
the Committee), any Option held by such Employee or any Transferee shall
terminate immediately and automatically on the date of his termination as an
Employee unless otherwise determined by the Committee.
(c) DISABILITY OF OPTIONEE. Notwithstanding the provisions of Section
10(b) above, in the event an Employee is unable to continue his employment as a
result of his total and permanent disability (as defined in Section 22(e)(3) of
the Code), he or any Transferee may, but only within three (3) months (or such
other period of time not exceeding twelve (12) months as is determined by the
Committee) from the date of termination of employment, exercise his Option to
the extent he or any Transferee was entitled to exercise it at the date of such
disability. To the extent that he or any Transferee was not entitled to
exercise the Option at the date of disability, or if he or any Transferee does
not exercise such Option (which he or any Transferee was entitled to exercise)
within the time specified herein, the Option shall terminate.
(d) DEATH OF OPTIONEE. In the event of the death of an Optionee:
(i) during the term of the Option who is at the time of his death an
Employee and who shall have been in Continuous Status as an Employee since the
date of grant of the Option, the Option may be exercised at any time within
twelve (12) months following the date of death, by the Optionee's estate, by a
person who acquired the right to exercise the Option by bequest or inheritance,
or by any Transferee, as the case may be, but only to the extent of the right
to exercise that would have accrued had the Optionee continued living one (1)
month after the date of death; or
(ii) within thirty (30) days (or such other period of time not
exceeding three (3) months as is determined by the Committee) after the
termination of Continuous Status as an Employee, the Option may be exercised,
at any time within three (3) months following the date of death, by the
Optionee's estate, by a person who acquired the right to exercise the Option by
bequest or inheritance, or by any Transferee, as the case may be, but only to
the extent of the right to exercise that had accrued at the date of
termination.
11. TRANSFERABILITY OF OPTIONS. During an Optionee's lifetime, an Option
may be exercisable only by the Optionee and an Option granted under the Plan
and the rights and privileges conferred thereby shall not be subject to
execution, attachment or similar process and may not be sold, pledged,
assigned, hypothecated, transferred or otherwise disposed of in any manner
(whether by operation of law or otherwise) other than by will or by the laws of
descent and distribution. Notwithstanding the foregoing, to the extent
permitted by applicable law and Rule 16b-3, the Committee may determine that
any Nonqualified Stock Option may be transferred by an Optionee to
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any of the following: (1) a family member of the Optionee; (2) a trust
established primarily for the benefit of the Optionee and/or a family member of
said Optionee; or (3) any charitable organization exempt from income tax under
Section 501(c)(3) of the Code (collectively, a "Transferee"). Any other attempt
to sell, pledge, assign, hypothecate, transfer or otherwise dispose of any
Option under the Plan or of any right or privilege conferred thereby, contrary
to the provisions of the Plan, or the sale or levy or any attachment or similar
process upon the rights and privileges conferred hereby, shall be null and
void.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any
required action by the shareholders of the Company, the number of shares of
Class A Common Stock or Class B Common Stock, as applicable, covered by each
outstanding Option, and the number of shares of Class A Common Stock or Class B
Common Stock, as applicable, which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per share of Class A Common Stock or Class B Common Stock, as
applicable, covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Class A
Common Stock or Class B Common Stock, as applicable, resulting from a stock
split or the payment of a stock dividend with respect to such stock or any
other increase or decrease in the number of issued shares of such stock
effected without receipt of consideration by the Company; provided, however,
that (a) each such adjustment with respect to an Incentive Stock Option shall
comply with the rules of Section 424(a) of the Code (or any successor
provision) and (b) in no event shall any adjustment be made which would render
any Incentive Stock Option granted hereunder other than an "incentive stock
option" as defined in Section 422 of the Code; and provided, further, however,
that conversion of any convertible securities of the Company shall not be
deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Committee or the Board of Directors, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Class A Common Stock or Class B Common Stock, as
applicable, subject to an Option.
In the event of the proposed dissolution or liquidation of the Company, or
in the event of a proposed sale of all or substantially all of the assets of
the Company, or the merger of the Company with or into another corporation, the
Committee or the Board of Directors may determine, in its discretion, that (i)
if any such transaction is effected in a manner that holders of Class A Common
Stock or Class B Common Stock will be entitled to receive stock or securities
in exchange for such shares, then, as a condition of such transaction, lawful
and adequate provision shall be made whereby the provisions of the Plan and the
Options granted hereunder shall thereafter be applicable, as nearly equivalent
as may be practicable, in relation to any shares of stock or securities
thereafter deliverable upon the exercise of any Option or (ii) the Option will
terminate immediately prior to the consummation of such proposed transaction.
The Committee or the Board of Directors may, in the exercise of its sole
discretion in such instances, declare that any Option shall terminate as of a
date fixed by the Committee or the Board of Directors and give each Optionee or
Transferee, if applicable, the right to exercise his Option as to all or any
part of the Optioned Stock, including Shares as to which the Option would not
otherwise be exercisable.
Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner the
right or power of the Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or consolidation
of the Company; (iii) any issuance by the Company of debt securities or
preferred or preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the Company; (v)
any sale, transfer or assignment of all or any part of the assets or business
of the Company; or (vi) any other corporate act or proceeding, whether of a
similar character or otherwise.
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13. TIME FOR GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes, be the date on which the Committee makes the determination
granting such Option or such later date as the Committee may specify. Notice of
the determination shall be given to each Employee to whom an Option is so
granted within a reasonable time after the date of such grant.
14. AMENDMENT AND TERMINATION OF THE PLAN.
(a) COMMITTEE ACTION; STOCKHOLDERS' APPROVAL. Subject to applicable laws
and regulations, the Committee or the Board of Directors may amend or terminate
the Plan from time to time in such respects as the Committee or the Board of
Directors may deem advisable, without the approval of the Company's
shareholders.
(b) EFFECT OF AMENDMENT OR TERMINATION. No amendment or termination or
modification of the Plan shall in any manner affect any Option theretofore
granted without the consent of the Optionee, except that the Committee or the
Board of Directors may amend or modify the Plan in a manner that does affect
Options theretofore granted upon a finding by the Committee or the Board of
Directors that such amendment or modification is in the best interest of
shareholders or Optionees.
15. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and
the issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act
of 1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares
may then be listed, and shall be further subject to the approval of counsel for
the Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.
16. RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. Inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained.
17. STOCK OPTION AGREEMENT. Options shall be evidenced by written option
agreements in such form as the Board of Directors or the Committee shall
approve.
18. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to
approval by the shareholders of the Company entitled to vote thereon within
twelve months after the date the Plan is adopted. If such shareholder approval
is obtained at a duly held shareholders' meeting, it may be obtained by the
affirmative vote of the holders of a majority of the outstanding shares of the
Company present or represented and entitled to vote thereon. The approval of
such shareholders of the Company shall be: (1) solicited substantially in
accordance with Section 14(a) of the Exchange Act and the rules and regulations
promulgated thereunder, or (2) solicited after the Company has furnished in
writing to the holders entitled to vote substantially the same information
concerning the Plan as that which would be required by the rules and
regulations in effect under Section 14(a) of the Exchange Act at the time such
information is furnished.
19. OTHER PROVISIONS. The Stock Option Agreement authorized under the Plan
may contain such other provisions, including, without limitation, restrictions
upon the exercise of the Option, as the Board of Directors or the Committee
shall deem advisable. Any Incentive Stock Option
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Agreement shall contain such limitations and restrictions upon the exercise of
the Incentive Stock Option as shall be necessary in order that such option will
be an incentive stock option as defined in Section 422 of the Code.
20. INDEMNIFICATION OF COMMITTEE MEMBERS. In addition to such other rights
of indemnification they may have as Directors, the members of the Committee
shall be indemnified by the Company against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
thereon, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such Committee member is
liable for gross negligence or misconduct in the performance of his duties;
provided that within 60 days after institution of any such action, suit or
proceeding a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.
21. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall
impose no obligation upon the Optionee to exercise such Option.
22. WITHHOLDINGS. The Company and any Subsidiary may, to the extent
permitted by law, deduct from any payments or transfers of any kind due to an
Optionee or Transferee the amount of any federal, state, local or foreign taxes
required by any governmental regulatory authority to be withheld or otherwise
deducted with respect to the Options or the Optioned Stock.
23. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect
any other stock option or incentive or other compensation plans in effect for
the Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees
and directors of the Company or any Subsidiary.
24. SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the feminine
gender.
25. HEADINGS, ETC. NO PART OF PLAN. Headings of Articles and Sections
hereof are inserted for convenience and reference; they constitute no part of
the Plan.
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REVOCABLE PROXY
THIS REVOCABLE PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
OF BANKATLANTIC BANCORP, INC.
The undersigned appoints Bruno Di Giulian and John E. Abdo 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 Shareholders (the "Annual Meeting") of BankAtlantic Bancorp,
Inc. (the "Company"), to be held at 1:00 p.m. local time, on Tuesday, April 14,
1998, at the Westin Hotel Cypress Creek, 400 Corporate Drive, Fort Lauderdale,
Florida 33334, and at any and all adjournments thereof, including (without
limiting the generality of the foregoing) to vote and act as follows:
1. Election of one director to serve a two year term to expire in 2000
and two directors to serve three-year terms to expire in 2001.
<TABLE>
<S> <C> <C>
Nominee to serve a two year term to expire in 2000:
Charlie C. Winningham, II
FOR all nominees WITHHOLD
listed to the right AUTHORITY Nominees to serve three year terms to expire in 2001:
(except as indicated to the to vote for all nominees Steven M. Coldren and Mary E. Ginestra
contrary) listed to the right
[ ] [ ] TO WITHHOLD AUTHORITY to vote for any individual
write that nominee's name here:
----------------------------------------
</TABLE>
2. Adoption of the BankAtlantic Bancorp 1998 Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR the
items set forth on this card and as described in the accompanying Notice of
Annual Meeting and Proxy Statement.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting. This Proxy will be
voted at the Annual Meeting or any adjournment thereof. This Proxy will be voted
in accordance with the instructions set forth herein, or in the event no
instructions are set forth, this Proxy will be voted FOR the nominees and the
item set forth on 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 complete, sign, date and return promptly this Proxy in the
enclosed pre-addressed return envelope. No postage is required for mailing in
the United States.
Date: ____________________________________
__________________________________________
(Month, day, year)
__________________________________________
Signature(s)
__________________________________________
Signature(s)
IMPORTANT: Please date this Proxy and sign
exactly as your name appears to the left.
when signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such. If a corporation,
please sign the full corporate name by
President or other authorized officer. If a
partnership, please sign in partnership name
by authorized person.
