SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FINAL AMENDMENT
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
BANKATLANTIC BANCORP, INC.
(NAME OF SUBJECT COMPANY)
BANKATLANTIC BANCORP, INC., (ISSUER)
(NAME OF FILING PERSONS)
5.625% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2007
(TITLE OF CLASS OF SECURITIES)
065908AC9
(CUSIP NUMBER OF CLASS OF SECURITIES)
ALAN B. LEVAN
CHIEF EXECUTIVE OFFICER
BANKATLANTIC BANCORP, INC.
1750 EAST SUNRISE BOULEVARD
FORT LAUDERDALE, FLORIDA 33304
(954) 760-5000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF FILING PERSONS)
PLEASE SEND COPIES OF ALL COMMUNICATIONS
TO:
ALISON W. MILLER, ESQ.
STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A.
150 WEST FLAGLER STREET, SUITE 2400
MIAMI, FLORIDA 33130
-----------------------------
CALCULATION OF FILING FEE: PREVIOUSLY PAID
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
<PAGE>
[x] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [x]
<PAGE>
INTRODUCTORY STATEMENT
BankAtlantic Bancorp, Inc. (the "Company") hereby amends and
supplements its Issuer Tender Offer Statement on Schedule TO (the "Statement")
originally filed with the Securities and Exchange Commission by the Company on
January 28, 2000, in connection with a tender offer (the "Tender Offer") by the
Company to purchase up to $25 million aggregate principal amount of its 5.625%
Convertible Subordinated Debentures due 2007 (the "Debentures") on the terms and
subject to the conditions set forth in the Offer to Purchase dated January 28,
2000 (the "Offer to Purchase") and the related Letter of Transmittal (the
"Letter of Transmittal"). Copies of the Offer to Purchase and Letter of
Transmittal were previously filed as Exhibits (a)(1) and (a)(2) to the
Statement. This is the Final Amendment to the Statement and is being filed to
report the results of the Tender Offer.
The Tender Offer commenced on January 28, 2000 and expired by its terms
at 5:00 p.m., New York City time, on February 29, 2000. Debentures were validly
tendered pursuant to the Tender Offer in an aggregate principal amount of
$60,272,000 based upon a final count by U.S. Bank Trust National Association,
the Depositary for the Tender Offer. The Company has accepted for payment $25
million aggregate principal amount of Debentures in accordance with the terms of
the Tender Offer. Accordingly, all tenders of Debentures are subject to
proration in accordance with the terms of the Tender Offer and the Company will
purchase approximately 41.48% of the Debentures tendered from all tendering
Debenture holders on a pro rata basis. The purchase price for the Debentures is
$750 per $1,000 principal amount of Debentures, plus accrued and unpaid interest
from December 1, 1999 up to, but not including, the date of payment.
ITEM 12. EXHIBITS.
(a)(1) Offer to Purchase dated January 28, 2000.*
(2) Form of Letter of Transmittal.*
(3) Notice of Guaranteed Delivery.*
(4) Form of Letter to Holders of Debentures.*
(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(6) Form of Letter to Clients.*
(7) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(8) Press Release, dated January 28, 2000.*
(9) Press Release, dated March 1, 2000.**
(b) Indenture with respect to the Company's Subordinated
Investment Notes (incorporated by reference to Exhibit 4 to
the Company's Registration Statement on Form S-3, filed with
the Securities and Exchange Commission on December 20, 1999).
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
* Previously filed.
** Filed herewith.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
BANKATLANTIC BANCORP, INC.
/S/ Alan B. Levan
------------------------------------
Name: Alan B. Levan
Title: Chief Executive Officer
Dated: March 1, 2000
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
(9)(a) Press Release, dated March 1, 2000.
EXHIBIT 9.(A)
BANKATLANTIC BANCORP ANNOUNCES FINAL RESULTS OF TENDER OFFER FOR DEBENTURES
BankAtlantic Bancorp, Inc. (NYSE: BBX; Nasdaq: BANC) announced today the final
results of its previously announced tender offer for a portion of its
outstanding 5.625% Convertible Subordinated Debentures due 2007. The tender
offer was for up to $25 million in principal amount of the Debentures at a cash
purchase price of $750 per $1,000 principal amount. The tender offer commenced
January 28, 2000 and expired by its terms at 5:00 p.m. on February 29, 2000.
The Company accepted for purchase the maximum $25 million aggregate principal
amount of Debentures under the terms of the tender offer. Upon expiration of the
tender offer, approximately $60 million aggregate principal amount of the
Debentures had been validly tendered, and since this amount exceeded the $25
million principal amount tendered for by the Company, all tenders of the
Debentures are subject to proration (at a ratio of approximately 41%) in
accordance with the terms of the tender offer. Ryan, Beck & Co., Inc., a
subsidiary of the Company, and Friedman, Billings, Ramsey & Co., Inc., acted as
co-dealer managers for the tender offer.
After acquisition of the Debentures pursuant to the tender offer, $75 million in
aggregate principal amount of the Debentures remain outstanding. The Debentures
are traded on Nasdaq under the symbol "BANCH".
BankAtlantic Bancorp is the parent company of BankAtlantic, which has assets of
$4.2 billion and operates 68 full-service branches in 17 Florida counties.
BankAtlantic is the largest financial institution based in Florida.
