<PAGE>
As filed with the Securities and Exchange Commission on September 16, 1999
Registration No. __________________
================================================================================
Securities and Exchange Commission
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the Plan year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____ to _____
Commission file number ______
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
BANKATLANTIC SECURITY PLUS PLAN
BankAtlantic, A Federal Savings Bank
1750 E. Sunrise Blvd.
Ft. Lauderdale, Florida 33304
S.E.C. Registration No. 333-82489
B. Name of issuer of the securities held pursuant to the plan and the address
of the principal executive office:
BankAtlantic Bancorp, Inc.
1750 East Sunrise Blvd.
Ft. Lauderdale, Florida 33304
================================================================================
<PAGE>
TABLE OF CONTENTS
FINANCIAL STATEMENTS
Page Reference
--------------
Independent Auditors' Report
Statements of Net Assets Available for Plan Benefits as of
December 31, 1998 and 1997 ......................................... 1
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1998 ............................... 2
Notes to Financial Statements ........................................ 3-12
Supplemental Schedules as of December 31, 1998, as follows:
Schedule I - Item 27(a) - Schedule of Assets Held for Investment
Purposes as of December 31, 1998............ 13
Schedule II - Item 27(d) - Schedule of Reportable Transactions
for the Year Ended December 31, 1998........ 14
Independent Auditors' Consent........................................... 15
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
BankAtlantic Savings Plus Committee has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
BANKATLANTIC SECURITY PLUS PLAN
Date: August 26, 1999 By:/s/Lewis Sarrica
--------------------------
Lewis Sarrica, Trustee
<PAGE>
Board of Trustees
BankAtlantic Security Plus Plan
Fort Lauderdale, Florida
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying statements of net assets available for
plan benefits of the BankAtlantic Security Plus Plan (the "Plan"), as of
December 31, 1998 and 1997, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1998. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits as of
December 31, 1998 and 1997, and the changes in net assets available for plan
benefits for the year ended December 31, 1998 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are presented
for purposes of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ KPMG LLP
- ------------------------
Fort Lauderdale, Florida
August 26, 1999
<PAGE>
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1998 AND 1997
1998 1997
---------- ----------
ASSETS
Investments:
Short-term money market instruments .... $ 700,258 $ 744,850
Mutual funds (Cost: 1998 - $12,789,804,
1997 - $9,308,973) . 13,839,211 10,351,429
Participant loans receivable ........... 686,625 529,300
---------- ----------
Total investments .................. 15,226,094 11,625,579
Employer contributions receivable and other 222,608 166,485
---------- ----------
Net assets available for plan benefits $15,448,702 $11,792,064
========== ==========
See accompanying notes to financial statements.
-1-
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
Additions to net assets attributed to:
Investment income:
Net gains on sales of investment ........... $ 86,946
Net appreciation in fair value of
investments .............................. 1,049,406
Dividends .................................. 1,209,857
Interest ................................... 49,314
----------
Net investment income ..................... 2,395,523
----------
Contributions:
Employer contributions ...................... 225,179
Employee contributions ...................... 1,856,402
Rollovers ................................... 312,837
----------
Total Contributions ....................... 2,394,418
----------
Total additions ........................... 4,789,941
----------
Deductions from net assets attributed to:
Distributions to plan participants .......... 1,133,303
----------
Net Increase ................................. 3,656,638
Net assets available for plan benefits
- beginning of year ....................... 11,792,064
---------
Net Assets Available For Plan Benefits
- End of Year ............................. $15,448,702
==========
See accompanying notes to financial statements.
-2-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
NOTE 1: DESCRIPTION OF PLAN
On May 1, 1987, BankAtlantic, a Federal Savings Bank, (the "Employer"
or the "Company") established the BankAtlantic Security Plus Plan (the
"Plan"). The following description of the Plan provides general
information only. Readers should refer to the Plan agreement for more
complete information.
General
-------
The Plan is a defined contribution plan and, as such, is subject to
some, but not all, of the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). It is excluded from coverage under
Title IV of ERISA, which generally provides for guaranty and insurance
of retirement benefits; and it is not subject to the funding
requirements of Title I of ERISA. The Plan is, however, subject to
those provisions of Title I and II of ERISA which, among other things,
require that each participant be furnished with an annual financial
report and a comprehensive description of the participant's rights
under the Plan, set minimum standards of responsibility applicable to
fiduciaries of the Plan, and establish minimum standards for
participation and vesting.
The Plan Administrator is the BankAtlantic Savings Plus Committee.
ELIGIBILITY OF PARTICIPANTS
The Plan covers substantially all employees of BankAtlantic and
subsidiaries. Participation occurs on the January 1 or July 1 after the
completion of six months of service.
VESTING
Vesting Service
---------------
Vesting service is the number of Plan years, beginning with the
participant's date of hire, in which the participant accrued 1,000 or
more service hours. For those participants who began employment prior
to 1987, vesting service begins on the effective date (May 1, 1987) of
the Plan.
Vesting Percentage
------------------
Participant contributions are 100% vested. Matching contributions are
20% vested after one year of service, and 20% for each additional year
of service. Automatic 100% vesting occurs upon death, disability, plan
termination or attainment of age 65.
CONTRIBUTIONS
a. Basic Tax-Deferred Matched Contributions
----------------------------------------
Participants are permitted to contribute not less than 2% nor
more than 6% of compensation. Percentage may be changed effective
the first pay period following January 1, April 1, July 1 or
October 1 if at least two (2) weeks advance notice is given.
-3-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
b. Supplemental Tax-Deferred Contributions
---------------------------------------
In addition, participants are permitted to contribute in excess
of 6% up to 14% of compensation, not to exceed $10,000 at
December 31, 1998 and $9,500 at December 31, 1997, respectively.
For employees that fall within the highly compensated category,
maximum contributions are 10% of salary. Percentage may be
changed once each quarter to become effective the first pay
period following either January 1, April 1, July 1 or October 1,
if at least two (2) weeks advance notice is given.
c. Definition of Compensation
--------------------------
This represents compensation actually paid to a participant
exclusive of overtime pay, bonuses, all other forms of
extraordinary compensation plus any pre-tax contributions made by
the employee to any plan involving IRS qualified salary reduction
sponsored by the Employer. Effective April 1, 1997, the
compensation exclusion was eliminated with respect to overtime
pay, bonuses, and certain other forms of extraordinary
compensation. However, auto allowances and referral fees continue
to be excluded. Compensation for purposes of this Plan is limited
to $160,000 in 1998 and 1997.
d. Rollover Contributions
----------------------
Participants are permitted to transfer funds from another
qualified plan and trust which represents a qualifying rollover
distribution under the applicable provisions of the Internal
Revenue Code.
EMPLOYER-MATCHING
The Plan's Board of Trustees have the authority to match employee
contributions up to 15% of the first 4% of contributions and an
additional match of 10% of the first 4% of contributions would occur
based on the discretion of the BankAtlantic Compensation Committee.
During 1998 and 1997 the participants received the additional 10% of
contributions.
Participants that were employed by BankAtlantic at December 31, 1998
and 1997 and participants who experienced a termination of service as
a result of the Employer's Reduction in Force Program implemented
beginning December 15, 1998 were entitled to receive employer-matching
contributions.
ELIGIBILITY FOR DISTRIBUTION
Participants' vested interest from all accounts are eligible for
distribution upon death, disability or normal retirement. Distribution
will be made in either a lump sum or over a period not exceeding ten
(10) years. On termination of service, if a participant's account
balance is greater than $200, a participant's account may be
distributed to the participant in the form of a single lump-sum
payment upon receipt of participant's consent. Participants may delay
receiving benefits until attainment of age 65. Terminated participants
whose account balance is less than $200 receive automatic
distributions. As of December 31, 1998 and 1997, amounts allocated to
accounts of terminated persons who have not yet been paid totaled
$587,657 and $279,240, respectively.
-4-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
FORFEITURES
At a participant's termination date, the aggregate amount not
available for distribution to the participant is placed in his or her
forfeiture account. The amount in the forfeiture account is the amount
forfeited at the end of the Plan year in which the first of the
following events occurs: (1) the participant receives a lump sum
distribution of all amounts to which he or she is entitled from the
Plan; and (2) the participant incurs five one-year breaks-in-service.
Such amounts forfeited are used to reduce the employer's
contributions. At December 31, 1998 and 1997 forfeited nonvested
accounts available to reduce future employer contributions totaled
$11,618 and $17,460, respectively.
INVESTMENT AND EARNINGS
Participants may elect to invest all pre-tax and rollover
contributions within the various funds of the American Funds Group
(see Note 10). Investment elections can be changed on January 1, April
1, July 1 or October 1 with two (2) weeks written notice. Earnings are
allocated quarterly in proportion to the participants' weighted
average account balances during the period.
LOANS
A participant can borrow an amount of not less than $500 nor in excess
of 50% of the vested portion of the account as of the date on which
the loan is approved. The amount of the loan can not exceed $50,000
less the excess of the highest outstanding Plan loan balance during
the preceding twelve (12) months less that existing loan balance on
the date on which this loan is being made. Loan transactions are
treated as a transfer to (from) the investment fund from (to) the
Participant Loans fund. Loan terms range from 1-5 years or up to 10
years for the purchase of a primary residence. The loans are secured
by the balance in the participant's account and accrue interest at a
rate, which is comparable to those of most major lending institutions.
Interest rates vary depending on the current prime interest rate.
Principal and interest is paid ratably through payroll deductions. All
principal and interest payments are allocated to the Plan's investment
funds based on the participant's investment elections at the time of
payment. Loans which are granted and repaid in compliance with the
Plan provisions will not be considered distributions to the
participant for tax purposes.
HARDSHIP WITHDRAWAL
A participant can withdraw from the plan, part or all of his
contributions for a financial hardship. The trustees shall determine
what portion or all of such account balance is necessary to alleviate
the hardship. A financial hardship must be for one of the reasons
specified below:
1. Medical expense incurred by the Participant, the Participant's
spouse, or any dependents of the Participant;
2. The purchase (excluding mortgage payments) of a principal
residence of a Participant;
3. Tuition for the next semester or quarter of post secondary
education for the Participant, his or her spouse, children, or
dependents of the Participant; or
4. The need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of the
Participant's principal residence.
-5-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan records transactions on the accrual basis and assets are
valued at market value.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of increases
and decreases in net assets available for plan benefits during the
reporting period. Actual results could differ from those estimates.
ADMINISTRATIVE EXPENSES
Administrative expenses of the plan are paid directly by the Employer
and are not included in the accompanying financial statements.
INVESTMENTS
Short-term money market instruments are stated at cost which
approximates fair value. Mutual funds are valued at quoted market
prices, which represent the net asset value of the securities held in
such funds. Participant loans receivable are stated at historical cost.
Purchases and sales of securities are recorded on a trade-date basis.
The Plan presents in the statements of changes in net assets available
for plan benefits, the net appreciation (depreciation) in the fair
value of its investments which consists of unrealized appreciation
(depreciation) on those investments. Dividends on mutual funds are
recorded on the record date. Interest income is recorded on the accrual
basis.
BENEFITS
Benefits are recorded when paid.
NOTE 3: INVESTMENTS
The Plan held the following investments whose aggregate fair value
equaled or exceeded 5% of the Plan's net assets at December 31, 1998
and 1997:
1998 1997
--------- ---------
Cash Management Trust of America 700,258 744,850
The Growth Fund of America ..... 4,881,398 3,489,785
U.S. Government Securities Fund 696,975 707,077
Washington Mutual Investors Fund 6,166,531 4,684,430
American Balanced Fund ......... 823,026 568,724
-6-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
The number of participants' accounts in each of the funds at December
31, 1998 and 1997 were as follows:
1998 1997
---- ----
American Balanced Fund .............. 314 244
Growth Fund of America .............. 690 561
U.S. Government Securities Fund ..... 227 206
Washington Mutual Investors Fund .... 774 616
Cash Management Trust of America Fund 149 143
Europacific Growth Fund ............. 364 297
Small Cap Fund ...................... 227 148
Capital World Bond Fund ............. 54 39
The following schedules summarize the net assets available for plan
benefits and changes in net assets available for plan benefits for each
investment fund of the Plan as of December 31, 1998 and 1997 and for
the year ended December 31, 1998.
-7-
<PAGE>
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1998
THE AMERICAN FUNDS GROUP
------------------------------------------------------------------------------------
WASHING- CASH
U.S. TON MGMT EURO- CAPITAL
AMERICAN GROWTH GOVT MUTUAL TRUST OF PACIFIC SMALL WORLD
LOAN BALANCED FUND OF SECURITIES INVESTORS AMERICA GROWTH CAP BOND
ASSETS TOTAL FUND FUND AMERICA FUND FUND FUND FUND FUND FUND
<CAPTION>
- ------ ---------- ------- -------- --------- ---------- ---------- -------- ------- ------- -------
Investments:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Short-term money market
investments ......... $ 700,258 $ 0 $ 0 $ 0 $ 0 $ 0 $700,258 $ 0 $ 0 $ 0
Mutual funds .......... 13,839,211 0 823,026 4,881,398 696,975 6,166,531 0 725,535 499,041 46,705
Participants loans
receivable .......... 686,625 686,625 0 0 0 0 0 0 0 0
---------- ------- ------- --------- ------- --------- ------- ------- ------- ------
Total Investments ..... 15,226,094 686,625 823,026 4,881,398 696,975 6,166,531 700,258 725,535 499,041 46,705
Employer contributions
receivable and other 222,608 0 19,131 65,775 12,065 85,270 4,876 20,846 12,560 2,085
---------- ------- ------- --------- ------- --------- ------- ------- ------- ------
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS ........ $15,448,702 $686,625 $842,157 $4,947,173 $ 709,040 $6,251,801 $705,134 $746,381 $511,601 $48,790
========== ======= ======= ========= ========= ========= ======= ======= ======= ======
Participant units
outstanding .......... 52,222 217,920 51,936 187,376 700,258 25,547 20,262 2,887
======= ========= ========= ========= ======= ======= ======= ======
Participant unit
investment value ..... 15.76 22.40 13.42 32.91 1.00 28.40 24.63 16.18
======= ========= ========= ========= ======= ======= ======= ======
</TABLE>
-8-
<PAGE>
<TABLE>
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1998
THE AMERICAN FUNDS GROUP
------------------------------------------------------------------------------------
WASHING- CASH
U.S. TON MGMT EURO- CAPITAL
AMERICAN GROWTH GOVT MUTUAL TRUST OF PACIFIC SMALL WORLD
LOAN BALANCED FUND OF SECURITIES INVESTORS AMERICA GROWTH CAP BOND
ASSETS TOTAL FUND FUND AMERICA FUND FUND FUND FUND FUND FUND
<CAPTION>
- ------ ---------- ------- -------- --------- ---------- ---------- -------- ------- ------- -------
Investments:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Short-term money
market investments $ 744,850 $ 0 $ 0 $ 0 $ 0 $ 0 $744,850 $ 0 $ 0 $ 0
Mutual funds ......... 10,351,429 0 568,724 3,489,785 707,077 4,684,430 0 490,869 379,916 30,628
Participants loans
receivable ......... 529,300 529,300 0 0 0 0 0 0 0 0
---------- ------- ------- --------- ------- --------- ------- ------- ------- ------
Total Investments .... 11,625,579 529,300 568,724 3,489,785 707,077 4,684,430 744,850 490,869 379,916 30,628
Employer contributions
receivable and other 166,485 0 13,994 53,097 10,136 63,394 (2,572) 17,683 9,374 1,379
---------- ------- ------- --------- ------- --------- ------- ------- ------- ------
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS ...... $11,792,064 $529,300 $582,718 $3,542,882 $ 717,213 $4,747,824 $742,278 $508,552 $389,290 $32,007
========== ======= ======= ========= ========= ========= ======= ======= ======= ======
Participant units
outstanding ......... 36,271 185,825 53,485 154,347 744,850 18,865 14,623 1,945
======= ========= ========= ========= ======= ======= ======= ======
Participant unit
investment value .... 15.68 18.78 13.22 30.35 1.00 26.02 25.98 15.75
======= ========= ========= ========= ======= ======= ======= ======
</TABLE>
-9-
<PAGE>
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
THE AMERICAN FUNDS GROUP
------------------------------------------------------------------------------------
WASHING- CASH
U.S. TON MGMT EURO- CAPITAL
AMERICAN GROWTH GOVT MUTUAL TRUST OF PACIFIC SMALL WORLD
LOAN BALANCED FUND OF SECURITIES INVESTORS AMERICA GROWTH CAP BOND
ASSETS TOTAL FUND FUND AMERICA FUND FUND FUND FUND FUND FUND
<CAPTION>
- ------------------------ --------- -------- -------- --------- ---------- --------- -------- ------- ------- -------
ADDITIONS TO NET ASSETS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net unrealized and
realized gains
(losses) on
investments .......... $ 1,136,352 $ 0 $ 1,308 $ 695,014 $ 9,316 $ 406,075 $ 0 $ 47,142 $(23,350) $ 847
Dividends ............. 1,209,857 0 72,912 449,062 41,290 544,623 34,712 38,500 25,974 2,784
Interest .............. 49,314 49,314 0 0 0 0 0 0 0 0
----------- -------- -------- --------- --------- --------- -------- ------- ------- -------
Net investment income 2,395,523 49,314 74,220 1,144,076 50,606 950,698 34,712 85,642 2,624 3,631
----------- -------- -------- --------- --------- --------- -------- ------- ------- -------
Employee contributions 1,856,402 0 167,363 548,609 81,116 699,433 57,936 178,795 108,203 14,947
Employer contributions 225,179 0 19,131 65,775 12,065 85,270 7,447 20,846 12,560 2,085
Rollovers ............ 312,837 0 77,136 59,795 2,703 149,781 8,772 13,825 697 128
----------- -------- -------- --------- --------- --------- -------- ------- ------- -------
Total contributions . 2,394,418 0 263,630 674,179 95,884 934,484 74,155 213,466 121,460 17,160
----------- -------- -------- --------- --------- --------- -------- ------- ------- -------
Loan repayments ...... 0 (269,641) 10,987 92,933 13,432 105,729 10,417 23,722 11,504 917
----------- -------- -------- --------- --------- --------- -------- ------- ------- -------
Total additions ..... 4,789,941 (220,327) 348,837 1,911,188 159,922 1,990,911 119,284 322,830 135,588 21,708
----------- -------- -------- --------- --------- --------- -------- ------- ------- -------
DEDUCTIONS FROM
NET ASSETS
Payments to
participants ........ 1,133,303 58,504(1) 50,106 326,560 139,274 390,041 103,766 41,213 20,814 3,025
----------- -------- -------- --------- --------- --------- -------- ------- ------- -------
NET INCREASE
(DECREASE) PRIOR
TO INTERFUND
TRANSFERS ........... 3,656,638 (278,831) 298,731 1,584,628 20,648 1,600,870 15,518 281,617 114,774 18,683
Interfund transfers .. 0 436,156 (39,292) (180,337) (28,821) (96,893) (52,662) (43,788) 7,537 (1,900)
---------- -------- -------- --------- --------- --------- -------- ------- ------- -------
NET INCREASE
(DECREASE) .......... 3,656,638 157,325 259,439 1,404,291 (8,173) 1,503,977 (37,144) 237,829 122,311 16,783
Net assets available
for plan benefits -
beginning of year ... 11,792,064 529,300 582,718 3,542,882 717,213 4,747,824 742,278 508,552 389,290 32,007
---------- -------- -------- --------- --------- --------- -------- ------- ------- -------
NET ASSETS
AVAILABLE FOR
PLAN BENEFITS -
END OF YEAR ......... $15,448,702 $ 686,625 $842,157 $4,947,173 $ 709,040 $6,251,801 $ 705,134 $746,381 $511,601 $48,790
========== ======== ======= ========= ======== ========== ======== ======= ======= =======
</TABLE>
(1) Amount represents loans that became distributions for tax purposes.
-10-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
NOTE 4: INTERFUND TRANSFERS
These amounts consist of participants' elections to change their
investments, and loans to participants from their investment funds.
NOTE 5: PLAN TERMINATION
While it has not expressed any intention to do so, the Company may
amend or terminate the Plan at any time. In the event of termination,
Plan assets are payable to each participant in a lump sum equal to the
balance in the participant's account.
NOTE 6: TAX STATUS
The Plan qualifies as a profit sharing plan under Section 401(a) of the
Internal Revenue Code of 1986, as amended, (the "Code") and also
qualifies as a cash or deferred arrangement under Section 401(k) of the
Code and, therefore, is exempt from federal income taxes under Section
501(a) of the Code. The Internal Revenue Service has determined and
informed the Company by a letter dated November 1, 1995, that the Plan
is designed in accordance with applicable sections of the Internal
Revenue Code (IRC). The Plan has been amended since receiving the
determination letter. However, the Plan administrator believes that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC. Under a plan qualified pursuant to
Sections 401(a) and (k) of the Code, participants generally will not be
taxed on contributions or matching contributions, or earnings thereon,
until such amounts are distributed to participants or their
beneficiaries under the Plan. The tax-deferred contributions and
matching contributions are deductible by the Company for tax purposes
when those contributions are made, subject to certain limitations set
forth in Section 404 of the Code.
Participants or their beneficiaries will be taxed, at ordinary income
tax rates, on the amount they receive as a distribution from the Plan,
at the time they receive the distribution. However, if the participant
or beneficiary receives a lump sum payment of the balance under the
Plan in a single taxable year, and the distribution is made by reason
of death, disability or termination of employment of the participant,
or after the participant has attained age 59 1/2, then certain special
tax rules may be applicable.
NOTE 7: ROLLOVERS
In April, 1998, St. Lucie West ("SLW") 401K Plan merged into the Plan.
The net assets of $73,235 were transferred from the SLW Plan to the
Security Plus Plan and invested in various American Funds.
NOTE 8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The Department of Labor Regulations requires benefits payable to
participants to be accrued on Form 5500, Annual Return of Employee
Benefit Plans, but benefits payable to participants are not accrued for
financial statements prepared in conformity with generally accepted
accounting principles.
-11-
<PAGE>
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
The following is a reconciliation of net assets available for benefits
according to the financial statements to Form 5500:
December 31,
---------------------------
1998 1997
----------- -----------
Net assets available for benefits
per the financial statement ... $ 15,448,702 $ 11,792,064
Amounts allocated to withdrawing
participants .................. (587,657) (279,240)
----------- -----------
Net assets available for benefits
per Form 5500 ................. $ 14,861,045 $ 11,512,824
=========== ===========
The following is a reconciliation of benefits paid to participants
according to the financial statements for the year ended December 31,
1998 to Form 5500:
Benefits paid to participants per the
financial statements ................ $1,133,303
Add: Amounts allocated to withdrawing
participants at December 31, 1998 587,657
Less: Amounts allocated to withdrawing
participants at December 31, 1997 (279,240)
---------
Benefits paid to participants per
Form 5500 .......................... $1,441,720
=========
Amounts allocated to withdrawing participants are recorded on Form
5500 for benefit claims that have been processed and approved for
payments prior to December 31 but not yet paid as of that date.
NOTE 9: YEAR 2000 PREPAREDNESS (UNAUDITED)
The Year 2000 issue is the result of information systems, including
computer systems and software products, using two digits rather than
four to indicate the applicable year. The operations and records of the
Plan are dependent on the information systems of the Company and
various other service providers, which are outside the Plan
administrator's scope of control such as financial institutions and
government functions. Therefore, the Plan could be adversely affected
if these information systems do not properly process date-related
information from and after January 1, 2000. Both the Company and Plan
trustee/recordkeeper have indicated that they are: (1) currently in the
remediation and testing phases of their Year 2000 readiness plans with
testing expected to continue until late 1999, and (2) developing and
refining contingency plans for their respective information systems and
processes. The Plan administrator will continue to monitor their
progress and can make no assurances that the Plan will not be
materially impacted by potential Year 2000 failure. The Company is
taking steps to obtain satisfactory assurances that comparable steps
are being taken by each of the Plan's other major service providers. At
this time, however, the Plan administrator cannot reasonably predict
the possible exposure and impact of Year 2000 failure on the Plan
resulting from these other service providers, which are outside the
scope of its control.
NOTE 10: SUBSEQUENT EVENTS
Effective January 1, 1999, the Plan added BankAtlantic Bancorp Class A
common stock to the Plan's investment altenatives. The Plan began
purchasing BankAtlantic Bancorp's common stock in January 1999.
-12-
<PAGE>
SCHEDULE I
LINE 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Number of
Description of Investment Shares,
Identity of Including Maturity Date, Rate of Units or
Issue, Borrower, Lessor Interest, Principal Current
or Similar Party Collateral, Par or Maturity Value Amounts Cost Value
<CAPTION>
- ------------------------ --------------------------------- --------- ---------- ----------
<S> <S> <C> <C> <C>
The American Funds Group Cash Management Trust of America 700,258 $ 700,258 $ 700,258
The American Funds Group The Growth Fund of America 217,920 4,225,559 4,881,398
The American Funds Group U.S. Government Securities Fund 51,936 688,218 696,975
The American Funds Group Washington Mutual Investors Fund 187,376 5,800,985 6,166,531
The American Funds Group EuroPacific Growth Fund 25,547 683,188 725,535
The American Funds Group American Balanced Fund 52,222 823,868 823,026
The American Funds Group Smallcap World Fund 20,262 522,029 499,041
The American Funds Group Capital World Bond Fund 2,887 45,957 46,705
--------- ---------- ----------
Subtotal Mutual Funds.. 1,258,408 13,490,062 14,539,469
--------- ---------- ----------
Loans to participants of
the Plan .............. Rates change quarterly 686,625 686,625
---------- ----------
Total assets held for investment........................... $14,176,687 $15,226,094
========== ==========
</TABLE>
-13-
<PAGE>
SCHEDULE II
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
Sales or Redemptions
----------------------------
Identity of Party Purchases Book Realized
Involved Description of Asset at Cost Proceeds Value Gain
<CAPTION>
- ------------------------ --------------------------- --------- -------- ------- --------
<S> <S> <C> <C> <C> <C>
The American Funds Group The Growth Fund of America $ 767,112 $326,560 $287,386 $ 39,174
The American Funds Group Washington Mutual Investors
Fund 1,040,213 390,041 349,511 40,530
--------- ------- ------- ------
Total...................... $1,807,325 $716,601 $636,897 $ 79,704
========= ======= ======= =======
</TABLE>
-14-
EXHIBIT 23
----------
INDEPENDENT AUDITORS' CONSENT
Board of Trustees
BankAtlantic Security Plus Plan:
We consent to incorporation by reference in the Registration Statement (No.
333-82489) on Form S-8 of BankAtlantic Bancorp, Inc. of our report dated July 8,
1999, relating to the statements of net assets available for plan benefits of
the BankAtlantic Security Plus Plan as of December 31, 1998 and 1997, the
related statement of changes in net assets available for plan benefits for the
year ended December 31, 1998 and the supplemental schedule of assets held for
investment purposes as of December 31, 1998, and schedule of reportable
transactions for the year ended December 31, 1998, which report appears in the
December 31, 1998 annual report on Form 11-K of the BankAtlantic Security Plus
Plan filed by BankAtlantic Bancorp, Inc.
/s/ KPMG LLP
- ------------------------
Fort Lauderdale, Florida
September 15, 1999
-15-
