<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1999.
Registration No. 333-72283
Registration No. 333-72283-01
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
BANKATLANTIC BANCORP, INC. BBC CAPITAL TRUST I
-------------------------- -------------------
(Exact name of registrant as (Exact name of co-registrant
specified in its charter) as specified in its charter)
Florida Delaware
------- --------
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
65-0507804 65-0835533
---------- ----------
(I.R.S. Employer (I.R.S. Employer
Identification Number) Identification Number)
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
Telephone (954) 760-5000
--------------------------
(Address, including Zip Code, and telephone number, including
area code, of registrant's and co-registrant's principal executive offices)
Alan B. Levan
BankAtlantic Bancorp, Inc.
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
Telephone (954) 760-5000
--------------
(Name, address, including Zip Code, and telephone
number, including area code, of registrant's and
co-registrant's agent for service)
Please send copies of all communications to:
Alison W. Miller, Esq.
Michael I. Keyes, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2400
Miami, Florida 33130
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective, as determined in
light of market and other conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box |X|.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering |_|.
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering |_|.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box |_|.
<TABLE>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Title of each class Proposed maximum Proposed maxi- Amount of
of securities to be Amount to be offering price mum aggregate registration
registered registered per unit (1) offering price (1) fee (1)
<CAPTION>
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
9% Subordinated Debentures
Due 2005 $21,000,000 --- --- ---
9 1/2% Cumulative Trust
Preferred Securities of
BBC Capital Trust I 2,990,000 shares --- --- ---
9 1/2% Junior Subordinated
Debentures of BankAtlantic
Bancorp, Inc. (2) --- --- ---
Guarantee of BankAtlantic
Bancorp, Inc. of certain
obligations under the
Preferred Securities (3) --- --- ---
========================================================================================================
</TABLE>
(1) This Registration Statement pertains to offers and sales related to
market-making transactions by and through Ryan, Beck & Co., Inc., an
affiliate of the Registrants, of Subordinated Debentures and Trust
Preferred Securities which were previously registered by the Registrant or
Registrants. Because registration fees with respect to these securities
were paid previously in connection with the registration of these
securities to the public, the amount of the registration fee payable with
respect to this Registration Statement is $0.
(2) The Junior Subordinated Debentures were purchased by BBC Capital Trust I
with the proceeds of the sale of the Trust Preferred Securities. Such
securities may later be distributed for no additional consideration to the
holders of the Trust Preferred Securities of BBC Capital Trust I upon its
dissolution and the distribution of its assets and no separate registration
fee is payable hereunder.
(3) No separate consideration has been or will be received for the Guarantee
and no separate registration fee is payable for the Guarantee.
____________________
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
PURPOSE OF AMENDMENT
This Amendment No. 3 to Form S-3 is being filed solely for the purpose of
filing Exhibits 5.1 and 8.1.
II-3
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
SEC Registration Fee................................................$ 0
Legal Fees and Expenses.............................................$10,000
Accounting Fees and Expenses....................................... $ 5,000
Printing and Mailing Expenses.......................................$ 5,000
Blue Sky Fees and Expenses..........................................$ 500
TOTAL FEES AND EXPENSES.........................................$20,500
Item 15. Indemnification of Directors and Officers
Section 607.0850 of the Florida Business Corporation Act and the Articles
of Incorporation and Bylaws of BankAtlantic Bancorp, Inc. (the "Company")
provide for indemnification of the Company's directors and officers against
claims, liabilities, amounts paid in settlement and expenses in a variety of
circumstances, which may include liabilities under the Securities Act of 1933,
as amended (the "Securities Act"). In addition, the Company carries insurance
permitted by the laws of the State of Florida on behalf of Directors, officers,
employees or agents which may cover liabilities under the Securities Act.
Under the Trust Agreement of BBC Capital Trust I ("BBC Capital"), the
Company will agree to indemnify each of the Trustees of BBC Capital or any
predecessor Trustee for BBC Capital, and to hold each Trustee harmless against,
any loss, damage, claim, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the Trust Agreement, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties under the Trust Agreement.
Item 16. Exhibits
The following exhibits were previously filed or are filed herewith or
incorporated by reference to documents previously filed, as indicated below:
Exhibits Description
- -------- -----------
3.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-3, filed on June 5, 1996
(Registration No. 333-05287))
3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2
to the Company's Registration Statement on Form S-4, filed on May
5, 1994 (Registration No. 33-77708))
4.1 Indenture with respect to the Company's 9 1/2% Junior
Subordinated Debentures Due 2027 (incorporated by reference to
Exhibit 4.1 to the Registrant' Registration Statement on
Form S-3, filed on March 21, 1997 (Registration No. 333-23771))
4.2 Indenture with respect to the Company's 9% Subordinated
Debentures Due 2005 (incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form S-2, filed on August
25, 1995 (Registration No. 33-96184))
4.3 Specimen Junior Subordinated Debenture (included as an exhibit to
the Indenture filed as Exhibit 4.1)
4.4 Specimen Subordinated Debenture (included as Section 2.3 of the
Indenture filed as Exhibit 4.2)
II-4
<PAGE>
4.5 Certificate of Trust of BBC Capital (incorporated by reference to
Exhibit 4.3 to the Registrants' Registration Statement on
Form S-3, filed on March 21, 1997 (Registration No. 333-23771))
4.6 Trust Agreement of BBC Capital (incorporated by reference to
Exhibit 4.4 to the Registrants' Registration Statement on
Form S-3, filed on March 21, 1997 (Registration No. 333-23771))
4.7 Amended and Restated Trust Agreement of BBC Capital (incorporated
by reference to Exhibit 4.5 to the Registrants' Registration
Statement on Form S-3, filed on March 21, 1997 (Registration
No. 333-23771))
4.8 Specimen Certificate for Cumulative Trust Preferred Security of
BBC Capital (included as an exhibit to the Amended and Restated
Trust Agreement filed as Exhibit 4.7)
4.9 Guarantee Agreement for BBC Capital (incorporated by reference to
Exhibit 4.7 to Amendment No. 1 to the Registrants' Registration
Statement on Form S-3, filed on April 22, 1997 (Registration
No. 333-23771))
4.10 Agreement as to Expenses and Liabilities (included as an exhibit
to the Amended and Restated Trust Agreement filed as Exhibit 4.7)
5.1 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. regarding validity of the issuance of the Subordinated
Debentures
5.2 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. regarding validity of the issuance of the Junior
Subordinated Debentures*
5.3 Opinion of Richards, Layton & Finger, special Delaware counsel,
regarding validity of the issuance of the Cumulative Trust
Preferred Securities issued by BBC Capital*
8.1 Tax Opinion of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.
12 Statement regarding computation of ratio of earnings to fixed
charges*
23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. (included in Exhibits 5.1, 5.2 and Exhibit 8.1)*
23.2 Consent of Richards, Layton & Finger (included in Exhibit 5.3)*
23.3 Consent of KPMG LLP*
24 Power of Attorney (included with signature pages to this
Registration Statement)*
25.1 Form T-1: Statement of Eligibility of American Bank National
Association (predecessor to First Star Corporate Trust Services)
to act as trustee under the Indenture relating to the
Subordinated Debentures (incorporated by reference to Exhibit 25
to the Company's Registration Statement on Form S-2, filed on
August 25, 1995 (Registration No. 33-96184))
25.2 Form T-1: Statement of Eligibility of Wilmington Trust Company to
act as trustee under the Indenture relating to the Junior
Subordinated Debentures (incorporated by reference to Exhibit
25.1 to the Registrants' Registration Statement on Form S-3,
filed on March 21, 1997 (Registration No. 333-23771))
<PAGE>
25.3 Form T-1: Statement of Eligibility of Wilmington Trust Company to
act as trustee under the Amended and Restated Trust Agreement
(incorporated by reference to Exhibit 25.2 to the Registrants'
Registration Statement on Form S-3, filed on March 21, 1997
(Registration No. 333- 23771))
25.4 Form T-1: Statement of Eligibility of Wilmington Trust Company to
act as trustee under the Guarantee Agreement for BBC Capital
(incorporated by reference to Exhibit 25.3 to the Registrants'
Registration Statement on Form S-3, filed on March 21, 1997
(Registration No. 333- 23771))
_____________________
*Previously filed.
II-5
<PAGE>
Item 17. Undertakings
(1) Each of the undersigned Registrants hereby undertake:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the
Commission by the Registrants pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") that
are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post- effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrants of expenses incurred or paid by a director, officer or
controlling person of the Registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrants will, unless in the opinion of their counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Fort Lauderdale, State of Florida, on the 30th day of June, 1999.
BANKATLANTIC BANCORP, INC.
By: /s/ Alan B. Levan
-----------------------------
Alan B. Levan,
Chairman of the Board of Directors,
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, BBC Capital
Trust I certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Fort Lauderdale, State of Florida, on the 30th day of June, 1999.
BBC CAPITAL TRUST I
By: /s/ Alan B. Levan
-------------------
Alan B. Levan,
Trustee
By: /s/ Frank V. Grieco
--------------------
Frank V. Grieco,
Trustee
By: /s/ Jarett Levan
--------------------
Jarett Levan,
Trustee
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Alan B. Levan Chairman of the Board June 30, 1999
- ------------------- Chief Executive Officer
Alan B. Levan and President
* Vice-Chairman of the June 30, 1999
- ------------------- Board
John E. Abdo
/s/ Frank V. Grieco Senior Executive Vice June 30, 1999
- ------------------- President and Principal
Frank V. Grieco Financial and Accounting Officer
* Director June 30, 1999
- -------------------
Ben A. Plotkin
* Director June 30, 1999
- -------------------
Steven M. Coldren
II-7
<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
* Director June 30, 1999
- ------------------
Mary E. Ginestra
* Director June 30, 1999
- ------------------
Bruno DiGiulian
* Director June 30, 1999
- -------------------------
Charlie C. Winningham, II
* By:/s/ Alan B. Levan
------------------
Alan B. Levan,
Attorney-in-Fact
II-8
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Description Numbered Page
- ------- ----------- -------------
5.1 Opinion of Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A. regarding validity
of the issuance of the Subordinated Debentures.
8.1 Tax Opinion of Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
II-9
<PAGE>
EXHIBIT 5.1
-----------
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
LAW OFFICES
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
_________
MIAMI (305) 789-3200 - BROWARD (954) 463-5440
FAX (305) 789-3395
<TABLE>
<S> <C> <C> <C>
E. RICHARD ALHADEFF THEODORE A. JEWELL BETTY CHANG ROWE OWEN S. FREED
LOUISE JACOWITZ ALLEN SHARON LEE JOHNSON STEVEN D. RUBIN SENIOR COUNSEL
STUART D. AMES MICHAEL I. KEYES MIMI L. SALL
LAWRENCE J. BAILIN ROBERT T. KOFMAN NICOLE S. SAYFIE DAVID M. SMITH
AMANDA C. BARRY CHAD K. LANG RICHARD E. SCHATZ LAND USE CONSULTANT
PATRICK A. BARRY PAUL TAGER LEHR LESTER E. SEGAL
SHAWN BAYNE VERNON L. LEWIS DAVID M. SEIFER
SUSAN FLEMING BENNETT TERRY M. LOVELL JOSE G. SEPULVEDA TAMPA OFFICE
LISA K. BERG JOY SPILLIS LUNDEEN JAY B. SHAPIRO SUITE 2200
MARK J. BERNET GEOFFREY MacDONALD MARTIN S. SIMKOVIC SUNTRUST FINANCIAL CENTRE
HANS C. BEYER MICHAEL C. MARSH CURTIS H. SITTERSON 401 EAST JACKSON STREET
STEPHEN R. CALKINS BRIAN J. McDONOUGH RONNI D. SOLOMON TAMPA, FLORIDA 33602
ELLEN I. CHO ANTONIO R. MENENDEZ MARK D. SOLOV
SETH THOMAS CRAINE FRANCISCO J. MENENDEZ EUGENE E. STEARNS (813) 223-4800
PETER L. DESIDERIO ALISON W. MILLER JENNIFER D. STEARNS
MARK P. DIKEMAN VICKI LYNN MONROE BRADFORD SWING
DREW M. DILLWORTH HAROLD D. MOOREFIELD, JR. SUSAN J. TOEPFER FORT LAUDERDALE OFFICE
SHARON QUINN DIXON JOHN N. MURATIDES ANNETTE TORRES SUITE 1900
ALAN H. FEIN JOHN K. OLSON DENNIS R. TURNER 200 EAST BROWARD BOULEVARD
ANGELO M. FILIPPI JAY P. W. PHILP RONALD L. WEAVER FORT LAUDERDALE, FLORIDA 33301
ANDREA F. FISHER KARA E. PLUNKETT ROBERT I. WEISSLER
ROBERT E. GALLAGHER, JR. DAVID C. POLLACK PATRICIA G. WELLES (954) 462-9500
CHAVA E. GENET DARRIN J. QUAM THOMAS H. WILLIAMS, JR.
LATASHA A. GETHERS JOHN M. RAWICZ MARTIN B. WOODS
PATRICIA K. GREEN PATRICIA A. REDMOND
JOSEPH K. HALL ELIZABETH G. RICE
ALICE R. HUNEYCUTT GLENN M. RISSMAN
RICHARD B. JACKSON DAVID A. ROTHSTEIN
</TABLE>
June 29, 1999
Mr. Alan B. Levan
BankAtlantic Bancorp, Inc.
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
RE: BankAtlantic Bancorp, Inc.
$21,000,000 of Subordinated Debentures
Dear Mr. Levan:
As counsel to BankAtlantic Bancorp, Inc. (the "Corporation"), we have
examined the Amended and Restated Articles of Incorporation and Bylaws of the
Corporation as well as such other documents and proceedings as we have
considered necessary for the purposes of this opinion. We have also examined and
are familiar with the proceedings taken by the Corporation to issue and sell up
to $21,000,000 of 9% subordinated debentures due 2005 of the Corporation (the
"Debentures"). In addition, we have examined a copy of the Corporation's
Registration Statement on Form S-2, File No. 33-96184, the Corporation's and BBC
Capital Trust I's Registration Statement on Form S-3 of which this opinion is an
exhibit (the "Registration Statement"), and that certain Indenture between the
Corporation and American Bank National Association (predecessor to First Star
Corporate Trust Services), as Trustee, filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and the Trust Indenture
Act of 1939.
<PAGE>
Based upon the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that the Debentures have been validly
issued and are binding obligations of the Corporation.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the use of our
name under the heading "Legal Matters" in the Registration Statement.
Very truly yours,
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
<PAGE>
EXHIBIT 8.1
-----------
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
LAW OFFICES
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
MUSEUM TOWER
150 WEST FLAGLER STREET
MIAMI, FLORIDA 33130
_________
MIAMI (305) 789-3200 - BROWARD (954) 463-5440
FAX (305) 789-3395
<TABLE>
<S> <C> <C> <C>
E. RICHARD ALHADEFF THEODORE A. JEWELL BETTY CHANG ROWE OWEN S. FREED
LOUISE JACOWITZ ALLEN SHARON LEE JOHNSON STEVEN D. RUBIN SENIOR COUNSEL
STUART D. AMES MICHAEL I. KEYES MIMI L. SALL
LAWRENCE J. BAILIN ROBERT T. KOFMAN NICOLE S. SAYFIE DAVID M. SMITH
AMANDA C. BARRY CHAD K. LANG RICHARD E. SCHATZ LAND USE CONSULTANT
PATRICK A. BARRY PAUL TAGER LEHR LESTER E. SEGAL
SHAWN BAYNE VERNON L. LEWIS DAVID M. SEIFER
SUSAN FLEMING BENNETT TERRY M. LOVELL JOSE G. SEPULVEDA TAMPA OFFICE
LISA K. BERG JOY SPILLIS LUNDEEN JAY B. SHAPIRO SUITE 2200
MARK J. BERNET GEOFFREY MacDONALD MARTIN S. SIMKOVIC SUNTRUST FINANCIAL CENTRE
HANS C. BEYER MICHAEL C. MARSH CURTIS H. SITTERSON 401 EAST JACKSON STREET
STEPHEN R. CALKINS BRIAN J. McDONOUGH RONNI D. SOLOMON TAMPA, FLORIDA 33602
ELLEN I. CHO ANTONIO R. MENENDEZ MARK D. SOLOV
SETH THOMAS CRAINE FRANCISCO J. MENENDEZ EUGENE E. STEARNS (813) 223-4800
PETER L. DESIDERIO ALISON W. MILLER JENNIFER D. STEARNS
MARK P. DIKEMAN VICKI LYNN MONROE BRADFORD SWING
DREW M. DILLWORTH HAROLD D. MOOREFIELD, JR. SUSAN J. TOEPFER FORT LAUDERDALE OFFICE
SHARON QUINN DIXON JOHN N. MURATIDES ANNETTE TORRES SUITE 1900
ALAN H. FEIN JOHN K. OLSON DENNIS R. TURNER 200 EAST BROWARD BOULEVARD
ANGELO M. FILIPPI JAY P. W. PHILP RONALD L. WEAVER FORT LAUDERDALE, FLORIDA 33301
ANDREA F. FISHER KARA E. PLUNKETT ROBERT I. WEISSLER
ROBERT E. GALLAGHER, JR. DAVID C. POLLACK PATRICIA G. WELLES (954) 462-9500
CHAVA E. GENET DARRIN J. QUAM THOMAS H. WILLIAMS, JR.
LATASHA A. GETHERS JOHN M. RAWICZ MARTIN B. WOODS
PATRICIA K. GREEN PATRICIA A. REDMOND
JOSEPH K. HALL ELIZABETH G. RICE
ALICE R. HUNEYCUTT GLENN M. RISSMAN
RICHARD B. JACKSON DAVID A. ROTHSTEIN
</TABLE>
June 29, 1999
BankAtlantic Bancorp, Inc.
1750 East Sunrise Boulevard
Fort Lauderdale, FL 33304
Attention: Board of Directors
Gentlemen:
We have acted as counsel to BankAtlantic Bancorp, Inc., a Florida
corporation (the "Company"), and BBC Capital Trust I, a Delaware statutory
business trust ("BBC Capital"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"), of which a
prospectus ("Prospectus") is a part, to be filed by the Company and BBC Capital
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, concerning certain previously registered 9% subordinated debentures due
2005 of the Company, 9 1/2% cumulative trust preferred securities of BBC
Capital, 9 1/2% junior subordinated debentures of the Company, and a guarantee
of the Company with respect to the trust preferred securities. The Registration
Statement relates to market making transactions by and through Ryan Beck & Co.,
Inc., an affiliate of the Company This opinion is furnished pursuant to the
requirements of Item 601(b) (8) of Regulation S-K.
For purposes of rendering this opinion, we have reviewed and relied upon
the Registration Statement and such other documents and instruments as we deemed
necessary for the rendering of this opinion. In our examination of relevant
documents, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, the authenticity of such
copies and the accuracy and completeness of all corporate records made available
to us by the Company and BBC Capital.
<PAGE>
Based solely on our review of such documents, and upon such information as
the Company has provided to us (which we have not attempted to verify in any
respect), and reliance upon such documents and information, we hereby adopt,
confirm and incorporate by reference the language set forth in the Prospectus
under the caption "Certain Federal Income Tax Consequences" which is our tax
opinion.
Our opinion is limited to the federal income tax matters described above
and does not address any other federal income tax considerations or any state,
local, foreign, or other tax considerations. If any of the information on which
we have relied is incorrect, or if changes in the relevant facts occur after the
date hereof, our opinion could be affected thereby. Moreover, our opinion is
based on the Internal Revenue Code of 1986, as amended, applicable Treasury
regulations promulgated thereunder, and Internal Revenue Service rulings,
procedures, and other pronouncements published by the United States Internal
Revenue Service. These authorities are all subject to change, and such change
may be made with retroactive effect. We can give no assurance that, after such
change, our opinion would not be different. We undertake no responsibility to
update or supplement our opinion. This opinion is not binding on the Internal
Revenue Service, and there can be no assurance, and none is hereby given, that
the Internal Revenue Service will not take a position contrary to one or more of
the positions reflected in the foregoing opinion, or that our opinion will be
upheld by the courts if challenged by the Internal Revenue Service.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name in the Prospectus
under the caption "Certain Federal Income Tax Consequences."
Very truly yours,
STEARNS, WEAVER, MILLER, WEISSLER
ALHADEFF & SITTERSON, P.A.
