SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10K/A
[X] Amendment to Application or Report Filed Pursuant to Section 13 or 15(d)
of the Securities Exchange Actof 1934 [No Fee Required]
For the year ended December 31, 1998
Commission File Number
34-027228
BankAtlantic Bancorp, Inc.
(Exact name of registrant as specified in its Charter)
United States of America 65-0507804
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1750 East Sunrise Boulevard
Ft. Lauderdale, Florida 33304
(Address of principal executive offices) (Zip Code)
(954) 760-5000
(Registrant's telephone number, including area code)
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10K
<PAGE>
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 1998, as set forth in the pages attached hereto:
Add the following items to Part III:
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions.
Such items are attached hereto.
<PAGE>
ITEM 10
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors
The following table sets forth the names of the directors of the
Company. The table contains certain information with respect to the directors,
including the principal occupation or employment for at least the previous five
years, his or her positions or offices at the Company, BankAtlantic and/or Ryan,
Beck & Co. 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, 1999.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Ownership as of
April 1, 1999
-------------
Percent of Percent of
First Class A Class B Class A Class B
Became a Common Common Common Common
Age Director(5) Stock Stock Stock Stock
--- ----------- ----- ----- ----- -----
Name and Principal Occupation or Employment(1)
- - ----------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bruno Di Giulian. . . . . . . . . . . . . . 65 1985 62,757(4)(6 45,563(4)(6) * *
Of counsel, Ruden McClosky Smith Schuster
& Russell, P.A., a law firm.
Alan B. Levan . . . . . . . . . . . . . . . 54 1984 6,588,533(2)(6) 4,959,318(2) 25.37 47.56
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.
Ben A. Plotkin . . . . . . . . . . . . . 43 1998 249,419(6)(7) 100 * *
Chairman, President and Chief Executive
Officer of Ryan Beck & Co. Since
January 1997, Senior Executive Vice
President, from January 1996
through 1997 and Executive Vice President,
from December 1990 through January 1996.
John E. Abdo . . . . . . . . . . . . . . 55 1984 254 (2) 131,789(2)(6) * 1.26
Vice Chairman of the Company, BFC and
BankAtlantic. Elected as an officer
of BankAtlantic in 1987. President and
Chief Executive Officer of Abdo
Companies, and Director of Benihana
National Corporation. Chairman of the
Board and President of BDC.
Charlie C. Winningham, II . . . . . . . . 66 1976 114,272(3)(6) 99,889(3)(6) * *
President of C.C.Winningham
Corporation, a land surveying firm.
Steven M. Coldren. . . . . . . . . . . . 51 1986 30,436(3)(6) 10,942(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 . . . . . . . . . . . . 74 1980 49,473 (6) 32,992 (6) * *
Private Investor
<FN>
* 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 83,087
shares of Class B Common Stock. The security ownership indicated above
for Mr. Levan includes 6,578,671 Class A common shares and 4,876,024
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%) and John E. Abdo ( 20%) who
collectively may be deemed to have an aggregate beneficial ownership of
65% 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
and Chairman of the Board and President of BDC.
(3) Shares beneficially owned by the indicated director and his wife are:
Mr. Coldren - 1,018 Class A shares, 360 Class B shares; and Mr.
Winningham - 84,854 Class A shares, 80,811 Class B shares. The
indicated director shares voting and investment power with respect to
these shares.
(4) The indicated director's wife beneficially owns 33,339 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
except for Mr. Plotkin.
(6) Includes beneficial ownership of the following shares which may be
acquired within 60 days pursuant to stock options: Mr. Di Giulian -
29,418 Class A shares, 19,078 Class B shares; Mr. Coldren - 29,418
Class A shares, 10,582 Class B shares; Mrs. Ginestra - 29,418 Class A
shares, 19,078 Class B shares; Mr. Winningham - 29,418 Class A shares,
19,078 Class B shares; Mr. Plotkin - 31,122 Class A shares, and Mr.
Levan, 9,569 Class A shares.
(7) Includes 114,989 shares of restricted Class A Common Stock, of which
95,389 shares were issued under the Restricted Stock Plan for Key
Employees of Ryan Beck & Co. and 19,600 shares were issued under the
BankAtlantic Bancorp 1998 Restricted Stock Incentive Plan. [See also
Item 12, Note(4)]
</FN>
</TABLE>
<PAGE>
Identification of Executive Officers and Certain Significant Employees
The following individuals are executive officers of the Company and/or
its wholly owned subsidiary, BankAtlantic:
Name Age Position
---- --- --------
Alan B. Levan 54 Chairman of the Board, Chief Executive Officer
and President of the Company and BankAtlantic
John E. Abdo 55 Vice Chairman of the Company and BankAtlantic,
Chairman of the Board and President of
BankAtlantic Development Corporation, a wholly
owned subsidiary of BankAtlantic
Frank V. Grieco 54 Senior Executive Vice President and Chief
Accounting Officer of the Company and
BankAtlantic
Steven D. Hickman 44 Chief Operating Officer of BankAtlantic
Jean E. Carvalho 64 Executive Vice President, Customer Service
Manager of BankAtlantic
Lewis F. Sarrica 55 Executive Vice President and Chief Investment
Officer of BankAtlantic
Marcia K. Snyder 44 Executive Vice President, Corporate Lending
Division of BankAtlantic
Andrea J. Allen 42 Executive Vice President, Community Banking
of BankAtlantic
All officers serve until they resign or are replaced or removed by the
Board of Directors.
The following additional information is provided for the executive
officers shown above who are not directors of the Company:
Frank V. Grieco joined BankAtlantic in 1991 as a Senior Executive Vice
President and Director. Mr. Grieco was a Director of the Company from 1991 to
1998.
Jean E. Carvalho joined BankAtlantic in December 1978 and became Executive
Vice President, Corporate Secretary in March 1997. Ms. Carvalho was Corporate
Secretary of the Company from 1994 to 1998. Effective January 1, 1999 Ms.
Carvalho became the Customer Service Manager.
Steven D. Hickman joined BankAtlantic in August 1997 and became Executive
Vice President, Community Banking and in June 1998 became Chief Operating
Officer. Prior to joining BankAtlantic, Mr. Hickman was Executive Vice
President, Director, Small Business Banking of Barnett Bank.
Lewis F. Sarrica joined BankAtlantic in April 1986 and became Executive
Vice President, Chief Investment Officer in December 1986.
Marcia K. Snyder joined BankAtlantic in November 1987 and became Executive
Vice President, Commercial Lending Division in August 1989.
Andrea J. Allen joined BankAtlantic in May 1989 and became Executive Vice
President, Operations and Management Information Services Division in December
1996. In January 1999 Ms. Allen became Executive Vice President, Community
Banking.
Timely Filing of 16(a) Reports
- - ------------------------------
Based solely upon a review of the copies of the forms furnished to the
Company, the Company believes that during the year ended December 31, 1998, all
filing requirements under Section 16(a) of the Securities Exchange Act of 1934
applicable to its officers, directors and greater than 10% beneficial owners
were complied with on a timely basis, except that two reports, covering an
aggregate of two transactions, were filed late by Steve Hickman; and one report,
covering one transaction, was filed late by Mr. DiGuilian. Mr. Plotkin timely
filed a Form 3 report which inadvertently omitted certain holdings which are
reported in an amended Form 3.
ITEM 11
EXECUTIVE COMPENSATION
Officers of the Company receive no additional compensation other than
that paid by the Company's subsidiary, BankAtlantic or Ryan Beck & Co. The
following table sets forth certain summary information concerning compensation
paid or accrued by BankAtlantic or Ryan Beck & Co. to or on behalf of
BankAtlantic's Chief Executive Officer ("CEO") and each of the four other
highest paid executive officers (determined as of December 31, 1998) for the
fiscal years ended December 31, 1998, 1997 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 Payouts sation
-------- ---- ------ ----- -------- --- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alan B. Levan - 1998 $ 370,639 $ - - - 60,000 - $ 149,747(b)
Chairman of the 1997 350,574 - - - 93,750 156,432(b)
Board, CEO, 1996 321,168 193,740 - - 146,485 - 158,045(b)
President
Frank V. Grieco - 1998 305,724 - - - 30,000 - 2,100(a)
Senior E.V.P. 1997 292,540 59,000 - - 46,877 - 1,600(a)
1996 279,873 56,442 - - 73,245 - 1,500(a)
Lewis F. Sarrica - 1998 225,519 - - - 15,000 - 2,100(a)
E.V.P., Chief 1997 210,812 31,251 - - 23,440 - 1,600(a)
Investment Officer 1996 201,915 29,905 - - 36,625 - 1,500(a)
Steven D. Hickman 1998 217,088 - - - 30,000 - 11,743(d)
E.V.P., Chief 1997 75,912 65,500 - - 23,439 57,018(d)
Operating Officer 1996 N/A
Ben A. Plotkin - 1998(e) 135,475 722,600 - 1,253,944(c) - - -
Chairman, President 1997 N/A
and Chief Executive 1996 N/A
Officer of Ryan Beck
& Co., Director of
the Company
<FN>
(a) BankAtlantic contributions to its 401(k) savings plan on behalf of the
named executive and during 1998, Preferred Stock with a value of $500
granted by a REIT controlled by BankAtlantic.
(b) Includes $1,600 (1998 and 1997) and $1,500 (1996) BankAtlantic
contributions to its 401(k) savings plan on behalf of Mr. Levan,
Preferred Stock with a value of $500 granted by a REIT controlled by
BankAtlantic and $147,647 in 1998, $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.
(c) During the year ended December 31, 1998, Mr. Plotkin was awarded
114,989 shares of restricted Class A Common Stock. The restricted
stock awarded during 1998 had a fair market value of $740,520 at
December 31, 1998. 95,389 of the shares were issued under the
Restricted Stock Award Plan for Key Employees of Ryan, Beck & Co.
on June 30, 1998 and had a fair market value on that date of $1.1
million. The shares vest on June 30, 2002. 19,600 of the shares were
issued under the BankAtlantic Bancorp 1998 Restricted Stock
Incentive Plan on December 15, 1998 and had a fair market value of
$127,400 on that date. The shares vest on December 15, 1999.
During the year ended December 31, 1998, Mr. Plotkin received
$5,141 of dividends on the restricted stock awards. The dividends
were paid at the same dividend rate as the Company's Class A Common
Stock.
(d) Includes $1,600 BankAtlantic contribution to its 401(k) savings plan on
behalf of Mr. Hickman, Preferred Stock with a value of $500 granted
through a REIT controlled by BankAtlantic and relocation expenses of
$9,643 during 1998. 1997 other compensation is solely for moving
expenses.
(e) Mr. Plotkin became an Executive Officer of the Company in connection
with the Company's acquisition of Ryan, Beck & Co. on June 30, 1998.
Accordingly, amounts shown in the table for Mr. Plotkin reflect only
amounts paid to Mr. Plotkin during the period from July 1, 1998
to December 31, 1998.
</FN>
</TABLE>
Options Grants Table
The following table sets forth information concerning individual grants
of stock options to the named executives in the Summary Compensation Table
pursuant to the Company's 1998 Stock Option Plan during the fiscal year ended
December 31, 1998. The Company has not granted and does not currently grant
stock appreciation rights.
<TABLE>
<CAPTION>
Individual Grants
-----------------
Potential Realizable
Number of % of Total Value at Assumed
Securities Options Annual Rates of Stock
Underlying Granted to Exercise Price Appreciation
Options Employees in Price Per Expiration for Option Term (5)
Name Granted Fiscal Year Share Date 5%($) 10%($)
- - ---- -------- - ----------- ----- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alan B. Levan (2) 47,845 3.14 $ 10.45 8-4-03 $ 298,846 $ 772,019
Alan B. Levan (1) 12,155 0.80 9.50 8-4-08 87,468 207,678
Frank V. Grieco (1) 30,000 1.97 9.50 8-4-08 215,883 512,574
Lewis F. Sarrica (3) 15,000 0.98 9.50 8-4-08 107,941 256,287
Steven D. Hickman (4) 30,000 1.97 9.50 8-4-08 215,883 512,575
<FN>
---------------
(1) Options vest on August 4, 2003. All option grants are in Class A
Common Stock.
(2) Options vest prorata through August 4, 2002 and expire on August
4, 2003. All option grants are in Class A Common Stock.
(3) 10,525 options vest on August 4, 2003 and 4,475 options vest on
August 4, 2004. All options are in Class A Common Stock.
(4) 10,520 options vest on August 4, 2003, 10,520 options vest on
August 4, 2004 and 8,960 options vest on August 4, 2005. All
options are in Class A Common Stock.
(5) 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.
</FN>
</TABLE>
<PAGE>
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 1998 and the status
of their options on December 31, 1998: (i) the number of shares of Class A and
Class B Common Stock underlying options exercised during 1998, (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, 1998 and (iv) the aggregate dollar value of in-the-money exercisable options
on December 31, 1998.
<TABLE>
<CAPTION>
Number of Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options on
Acquired Value Options on 12/31/98 12/31/98 (1)
Upon Realized
Exercise Upon Exercisable Unexercisable
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 83,087 $ 877,723 9,569 0 290,666 457,768$ 0 $ 1,355,583
Frank V. Grieco 0 0 0 0 150,122 228,891 0 677,810
Lewis F. Sarrica 24,415 246,967 0 0 75,065 114,454 0 338,929
Steven D. Hickman 0 0 0 0 53,439 0 0 0
Ben A. Plotkin 0 0 31,122 0 38,509 0 30,599 30,755
<FN>
(1) Based upon fair market values of $6.44 and $7.13 at December 31, 1998
which is the closing price for Class A and Class B Common Stock,
respectively, as reported on the New York Exchange for the Class A
Common Stock and the Nasdaq National Market for the Class B Common Stock
on the last trading date of 1998.
</FN>
</TABLE>
Employment Agreement with Ben Plotkin
In connection with the Company's acquisition of Ryan, Beck, Ben Plotkin
entered into an employment agreement with Ryan, Beck. Mr. Plotkin's received a
lump sum payment of $780,000 in connection with the temination of his then
existing employment agreement with Ryan, Beck. Under the terms of the agreement,
Mr. Plotkin is employed as Chairman, President and Chief Executive Officer of
Ryan, Beck with responsibility for the day-to-day management and operations of
Ryan, Beck. Under the agreement, Mr. Plotkin is entitled to an annual base
salary of $260,000, a discretionary annual bonus and all other employee benefits
available to Ryan, Beck employees. Mr. Plotkin is guaranteed an annual bonus
during the annual period from June 30, 1998 to June 30, 1999 in an amount no
less than Mr. Plotkin's 1997 bonus of $1,025,000. Mr. Plotkin is entitled under
the agreement to receive severance pay and benefits if he is terminated without
cause or resigns for Good Reason (as defined in the agreement). The severance
pay is equal to the annual base salary plus, if discretionary bonuses are paid
to other employees of Ryan, Beck for the relevant year, a bonus amount equal to
the average bonus amount paid to Mr. Plotkin in the last two years multiplied by
a fraction, the numerator of which is the number of days Mr. Plotkin was
actively employed during the year and the denominator of which is 365. The term
of the agreement is for two years which commenced on June 30, 1998, with one
year being added to the term at each anniversary date thereafter provided that
Mr. Plotkin is actively employed by Ryan, Beck on such date.
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.
<PAGE>
Stock Options
Executive officers of BankAtlantic were granted stock options during
1998. 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 to independent
directors 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.
Retirement Benefits
All of the individuals named in the Summary Compensation Table except Mr.
Plotkin 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 Plan actuaries. At December 31,
1998, the individuals named in the summary Compensation Table had the following
credited years of service under the Plan: Mr. Levan - 26 years, Mr. Grieco - 16
years, Mr. Sarrica - 13 years and Mr. Hickman - 1 year. Effective December 31,
1998, the company froze the benefits under the Plan and fully vested all
participants. As long as the Plan is frozen there will be no future accruals for
service benefits.
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. As a result of the freezing of
benefits, 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 ended December 31, 1998 or prior retirement, death
or disability, and upon such employee's years of service with BankAtlantic at
such date and all participants were fully vested on December 31, 1998. Benefits
are payable for ten-years certain and life thereafter. The benefits are not
subject to any reduction for Social Security or any other external benefits.
As permitted by the Employee Retirement Income Security Act of 1974,
BankAtlantic amended the Plan and adopted a supplemental benefit 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 benefits to which they would have been eligible under the Plan
had the Code limits not been enacted. The approximate targeted percentages of
pre-retirement compensation for which the executives will be eligible under the
Plan as a result of the supplemental benefit at age 65 were as follows: Mr.
Levan - 33%, Mr. Grieco - 42%, Mr. Sarrica - 39%. The supplemental benefit was
also frozen as of December 31, 1998. Because the percentage of pre-retirement
compensation payable from the Plan to Mr. Levan including the Plan's
supplemental benefit fell short of the benefit that Mr. Levan would have
received under the Plan absent the Code limits, BankAtlantic adopted the
BankAtlantic Split-Dollar Life Insurance Plan, an employee benefit plan
described below.
<PAGE>
The following table illustrates annual pension benefits at age 65 for
various levels of compensation and years of service.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
Years of Credited Service at December 31, 1998
----------------------------------------------
Average Five
Year
Compensation
at December 31, 1998 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 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 1998 premium paid for the insurance policy that is considered
compensation to Mr. Levan is included in the Summary Compensation Table.
Compensation of Directors
Directors of the Company each receive an annual retainer of $18,600 with no
additional compensation for attendance at each Board of Directors' meeting or
meeting of a committee of which he or she is a member. Directors who are also
officers of the Company or its subsidiaries 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. In 1998,
upon the establishment of the 1998 BankAtlantic Bancorp Stock Option Plan
non-employee directors each received a grant of options to purchase 5,000 shares
of the Company's Class A Common Stock.
Compensation Committee Interlocks and Insider Participation
The Board of Directors has designated Directors Di Giulian, Winningham, Coldren
and Ginestra to serve on the Compensation Committee. The Company's executive
officers are also executive officers of BankAtlantic and are compensated by
BankAtlantic and receive no additional compensation from the Company. As
described under "Director and Management Indebtedness", Director Winningham has
an outstanding loan from BankAtlantic and Director Ginestra had an outstanding
loan with BankAtlantic during 1998 which has been repaid.
<PAGE>
ITEM 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Listed in the table below are the beneficial owners known by the
Company to hold as of April 1, 1999 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 are disclosed under Item 10
herein.
<TABLE>
<CAPTION>
Class A Class B
Common Stock Common Stock
Ownership Ownership
as of as of Percent of Class Percent of Class
A B
Name of Beneficial Owner April 1, 1999 April 1, 1999 Common Stock Common Stock
------------------------ ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
BFC Financial Corporation (1)(2)(3) 6,578,671 4,876,024
Alan B. Levan (1)(3) 6,588,533 4,959,318 25.37 47.56
Frank V. Grieco 5,430 9,099 * *
Lewis F. Sarrica 940 25,273 * *
Steve Hickman 125 2,000 * *
Ben Plotkin (4) 249,419 100 * *
All directors and executive officers of
the Company and BankAtlantic as a group
(persons, including the individuals
identified above) 7,098,885 5,329,084 27.37% 51.10%
<FN>
* 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. Mr. Levan has beneficial ownership of 83,087 shares of Class
B Common Stock. Mr. Levan may be deemed to be beneficial owner of
shares of stock held by Levan Enterprises, Ltd. which owns 293 shares
of Class A Common Stock and 207 shares of Class B Common Stock.
(2) BFC's mailing address is 1750 East Sunrise Boulevard, Fort
Lauderdale, Florida 33304. Mr. Levan also has beneficial ownership of
9,659 of Class A Common Stock which can be acquired within 60 days
pursuant to stock options.
(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 65% 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. Mr. Abdo is Chairman of the Board and President
of BDC.
(4) Mr. Plotkin has beneficial ownership of 57,273 shares of Class A
Common Stock and 100 shares of Class B Common Stock. Mr. Plotkin is
the Trustee for the benefit of Ross and Marc Plotkin under an
irrevocable trust holding 38,151 shares of Class A Common Stock. Mr.
Plotkin disclaims beneficial ownership of 250 shares of Class A
Common Stock. Mr. Plotkin also has beneficial ownership of 7,633
shares of Class A Common Stock which can be acquired within 60 days
pursuant to Mr. Plotkin's holding of the Company's 6 3/4% Convertible
Subordinated Debentures and includes beneficial ownership of 31,122
of Class A Common shares which may be acquired with 60 days pursuant
to stock options. Mr. Plotkin owns 114,989 shares of restricted Class
A Common Stock; 95,389 shares issued under the Restricted Stock Plan
for Key Employees of Ryan Beck & Co. and 19,600 shares issued under
the BankAtlantic Bancorp, Inc. 1998 Restricted Stock Incentive Plan.
</FN>
</TABLE>
<PAGE>
ITEM 13
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 loans granted after May 31, 1990.
The following table sets forth certain information, as of April 1,
1999, 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, 1998.
<TABLE>
<CAPTION>
Highest Amount Outstanding
Outstanding Balance at
Name and Capacity in Which Served Since January 1, 1998 April 1, 1999 Interest Rate
--------------------------------- --------------------- ------------- -------------
<S> <C> <C> <C>
Jean E. Carvalho, Executive Vice President $ 81,141 $ 80,067 (1)
Mary E. Ginestra, Director 105,318 0 8.25*
Charlie C. Winningham II, Director 189,364 174,104 7.50*
------------------
<FN>
* Denotes preferential rate
(1) Equity credit line is prime plus 1% and first mortgage loan with preferential employee rate of
8.75%.
</FN>
</TABLE>
<PAGE>
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BankAtlantic Bancorp, Inc.
April 30, 1998 By: /s/ Frank V. Grieco
--------------------
Frank V. Grieco
Senior Executive Vice President and
Principal Financial and Accounting Officer
