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As Filed with the Securities and Exchange Commission on August 22, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
Under Section 13(e) of the Securities Exchange Act of 1934
AMENDMENT NO. 3
(Final Amendment)
BANKATLANTIC BANCORP, INC.
(Name of the Issuer)
BANKATLANTIC BANCORP, INC.
BFC FINANCIAL CORPORATION
BBC SUB, INC.
ALAN B. LEVAN
JOHN E. ABDO
(Name of Person(s) Filing Statement)
Class B Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
065908105
(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 Numbers of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Please send copies of all communications to:
Alison W. Miller, Esq.
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
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CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee
---------------------- --------------------
$39,581,160 $7,916.23
* For purposes of calculating the filing fee only. This calculation assumes the
purchase of 6,596,860 shares of Class B Common Stock of BankAtlantic Bancorp,
Inc. (which includes 4,954,022 currently outstanding shares of Class B Common
Stock and 1,642,838 Options to acquire Class B Common Stock) at $6.00 per share
in cash. The amount of the filing fee, calculated in accordance with Regulation
240.0-11(b) promulgated under the Securities Exchange Act of 1934, as amended,
equals 1/50th of one percent of the value of the maximum number of shares
proposed to be purchased as described in the proxy statement.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
1) Amount Previously Paid: $7,916.23
2) Form or Registration No.: SCHEDULE 13E-3, FILE NO. 5-43699
3) Filing Party: BANKATLANTIC BANCORP, INC
4) Date Filed: APRIL 10, 2000
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INTRODUCTION
This Amendment No. 3 to Rule 13e-3 Transaction Statement on Schedule 13e-3 (the
"Statement") is being filed pursuant to Section 13(e) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13e-3
thereunder, by BankAtlantic Bancorp, Inc., a Florida corporation (the "Company")
and the issuer of the class of equity securities that is the subject of the
transaction, BFC Financial Corporation, a Florida corporation ("BFC"), BBC Sub,
Inc., a Florida corporation and the Company's wholly-owned subsidiary ("BBC
Sub"), Alan B. Levan and John E. Abdo, and relates to the merger of BBC Sub with
and into the Company (the "Merger"). This Amendment is being filed pursuant to
Rule 13e-3(d)(3) as a final amendment to the Statement to report the results of
the Merger.
The Merger was approved on August 17, 2000 by the holders of a majority of the
outstanding shares of each of the Company's Class A Common Stock (the "Class A
Common Stock") and Class B Common Stock (the "Class B Common Stock"), voting as
separate voting groups. The Merger was consummated on August 18, 2000. As a
result of the Merger, each publicly-held share of Class B Common Stock was
converted into the right to receive $6.00 in cash per share. Each share of Class
A Common Stock remains outstanding as one share of Class A Common Stock of the
Company as the surviving corporation in the Merger.
The Merger resulted in the redemption and retirement of all outstanding shares
of Class B Common Stock other than shares held by BFC. The listing and trading
of the Class B Common Stock on the Nasdaq National Market ceased as of the close
of business on August 18, 2000 and the Company filed a Form 15 with the
Securities and Exchange Commission terminating the registration of the Class B
Common Stock under the Exchange Act. However, the Class A Common Stock continues
to be (i) listed and traded on the New York Stock Exchange and (ii) registered
under the Exchange Act.
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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.
By: /s/ Alan B. Levan
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Name: Alan B. Levan
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Title: Chairman & Chief Executive Officer
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Date: August 22, 2000
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BFC FINANCIAL CORPORATION
By: /s/ Alan B. Levan
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Name: Alan B. Levan
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Title: Chairman & Chief Executive Officer
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Date: August 22, 2000
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BBC SUB, INC.
By: /s/ Alan B. Levan
-------------------------------------
Name: Alan B. Levan
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Title: President
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Date: August 22, 2000
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ALAN B. LEVAN
/s/ Alan B. Levan
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Date: August 22, 2000
JOHN E. ABDO
/s/ John E. Abdo
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Date: August 22, 2000
