BANKATLANTIC BANCORP INC
S-3/A, 2000-01-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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    As filed with the Securities and Exchange Commission on January 14, 2000.


                                                    Registration No. 333-93139

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    ---------

                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                           BANKATLANTIC BANCORP, INC.
             (Exact name of registrant is specified in its charter)

          FLORIDA                                             65-05070804
(State or other jurisdiction                               (I.R.S. Employer
incorporation or organization)                          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 agent for service)

                  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

      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 |_|.

      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 |_|.


<PAGE>

      THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                  SUBJECT TO COMPLETION, DATED JANUARY 14, 2000

PROSPECTUS
                       BANKATLANTIC BANCORP, INC. [LOGO]

                                 $150,000,000

                         SUBORDINATED INVESTMENT NOTES
                        ------------------------------
      This prospectus covers investment notes that we may issue from time to
time. We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the accompanying supplement
carefully before you invest.

                    TERMS OF SUBORDINATED INVESTMENT NOTES
________________________________________________________________________________

Annual Interest Rate          Fixed at the rate indicated upon issuance.
Payment of Interest           Monthly, quarterly, semi-annually, annually, or
                              at maturity at your election.
________________________________________________________________________________

Redemption Upon Request of    Upon death or total permanent disability for
Holder                        investment notes with remaining maturities greater
                              than one year.
________________________________________________________________________________

Redemption by Company         Redeemable at the principal amount unless
                              otherwise indicated upon issuance.
________________________________________________________________________________

Maturity                      The period indicated upon issuance subject to
                              renewal or extension.
________________________________________________________________________________

Transferability               Only with our prior written consent.
________________________________________________________________________________

      No minimum amount of investment notes must be sold in this offering. If we
sell all of the investment notes offered, we will receive proceeds of
approximately $149 million after paying expenses estimated to be approximately
$1 million. We do not presently intend to use registered broker-dealers to
assist with the sale of these securities. If we elect to use broker-dealers on a
best efforts basis in connection with future sales of the investment notes, we
anticipate that we will pay commissions of up to 10% of the sales price to those
brokers and we may reimburse those brokers for some of their costs and expenses.
If we use brokers, expenses of the offering will increase and the proceeds we
receive will be less than currently estimated.

      The investment notes are non-negotiable, which means that you may not
transfer them without our consent. There is no public trading market for these
securities and it is unlikely that a trading market will develop.

                                      1
<PAGE>

      These investment notes are unsecured obligations, which are subordinated
to our senior indebtedness. YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS
BEGINNING ON PAGE 11 IN THIS PROSPECTUS.

      These investment notes are not savings or deposit accounts and the payment
of principal and interest on these securities is not insured or guaranteed by
the Federal Deposit Insurance Corporation or any other government agency,
private insurance fund or other entity.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or passed upon the
adequacy or accuracy of this prospectus or any accompanying prospectus
supplement. Any representation to the contrary is a criminal offense.
                              --------------------

      The date of this prospectus is ________________, 2000.


                                        2
<PAGE>
                                TABLE OF CONTENTS

                                                                        PAGE
Prospectus Summary......................................................   4
Financial Highlights....................................................   8
Selected Consolidated Financial Data of
 BankAtlantic Bancorp, Inc. and Subsidiaries............................   9
Risk Factors............................................................  11
Use of Proceeds.........................................................  18
Forward-Looking Statements..............................................  18
Description of the Investment Notes Offered and Indenture...............  18
Plan of Distribution....................................................  26
Legal Matters...........................................................  26
Experts.................................................................  26
Where You Can Find More Information.....................................  26

                                      3
<PAGE>
                                     SUMMARY

      This summary provides a brief overview of BankAtlantic Bancorp and the
most significant terms of the investment notes covered by this prospectus. It
does not contain all the information that you need to consider in making your
investment decision. For a more complete understanding of these securities you
should carefully read:

o     this prospectus,

o     the accompanying prospectus supplement, which describes the specific terms
      of the investment notes being offered and which may update and change
      information in this prospectus, and

o     the documents referred to in "Where You Can Find More Information" for
      information on BankAtlantic Bancorp, including its financial statements.

BANKATLANTIC BANCORP

      We are a Florida-based savings bank holding company which owns
BankAtlantic. BankAtlantic:

      o     is a federally-chartered, federally-insured savings bank organized
            in 1952,

      o     provides traditional retail banking services and a full range of
            commercial banking products and related financial services,
            including the following activities:

            o     attracting checking and savings deposits from the public and
                  general business customers,

            o     originating commercial real estate and business loans,
                  residential real estate loans and consumer loans,

            o     purchasing wholesale residential loans from third parties, and

            o     making other permitted investments such as investments in
                  mortgage-backed securities, tax certificates and other
                  investment securities,

      o     currently operates through 68 branch offices located primarily in
            Miami-Dade, Broward, Hillsborough and Palm Beach Counties in South
            Florida, and

      o     is regulated and examined by the Office of Thrift Supervision and
            the FDIC.

      Although our primary activities relate to the activities of our
wholly-owned subsidiary, BankAtlantic, our other activities include:

      o     providing investment banking services and capital raising and
            advisory services to the financial services industry through our
            wholly-owned subsidiary, Ryan Beck & Co. Ryan Beck:

            o     was acquired by us during 1998, and

            o     is an investment banking firm whose activities include
                  underwriting, distributing and trading tax-exempt securities,
                  and

      o     engaging in real estate development and investment activities
            through BankAtlantic's wholly-owned subsidiary, BankAtlantic
            Development Corporation. BankAtlantic Development Corporation:

            o     owns St. Lucie West Holding Corp., the developer of a master
                  planned residential, commercial and industrial community in
                  St. Lucie County, Florida,

            o     has several investments in real estate development projects in
                  South Florida, and

            o     owns Levitt Corporation, a developer of single-family home
                  communities and condominium and rental apartment complexes,
                  which we acquired in December 1999.

      At September 30, 1999, on a consolidated basis we had:

      o     total assets of $4.0 billion,

      o     total deposits of $2.1 billion,

      o     total stockholders' equity of $237.0 million, and

      o     net income for the nine months of $26.9 million.

                                        4
<PAGE>
      Our principal executive offices are located at 1750 East Sunrise
Boulevard, Fort Lauderdale, Florida 33304. Our telephone number is (954)
760-5000.

THE OFFERING

      Offering Amount.........   We are offering up to $150 million of
                                 investment notes. No minimum amount of
                                 investment notes must be sold in the offering.
                                 We may withdraw or cancel the offering at any
                                 time. In the event of a withdrawal or
                                 cancellation, the investment notes previously
                                 sold will remain outstanding until maturity or
                                 redemption and pending orders will be
                                 irrevocable. See "Plan of Distribution."

      Orders..................   Your order will be irrevocable upon receipt by
                                 us. We may reject your order in whole or in
                                 part, for any reason. If we do not accept your
                                 order, we will promptly refund the funds you
                                 paid with your order without deducting any
                                 costs and without interest. Upon acceptance of
                                 an order, we will issue a transaction statement
                                 reflecting ownership to each purchaser. This
                                 statement is not a negotiable instrument, and
                                 no rights of ownership in the security may be
                                 transferred by the endorsement and delivery of
                                 the statement by the purchaser. See "Plan of
                                 Distribution."

      Use of Proceeds.........   We intend to use the net proceeds from the
                                 offering of the investment notes for general
                                 corporate purposes, including repurchases of
                                 our common stock, repurchases or redemptions of
                                 our outstanding debt securities and
                                 acquisitions by us or our subsidiaries.

      Minimum Initial
       Purchases and Additional
       Purchases..............   Minimum purchase amounts will be indicated in a
                                 prospectus supplement.

      Interest Rate...........   The interest rate will be the rate fixed upon
                                 issuance as indicated in a prospectus
                                 supplement.

      Payment of Interest.....   We will pay simple interest on investment notes
                                 either monthly, quarterly, semi-annually,
                                 annually or at maturity, at your election.

      Maturity................   The maturity date will be the period indicated
                                 in a prospectus supplement.

      Automatic Extension.....   The investment notes will be automatically
                                 extended for a period equal to the original
                                 term unless:

                                    o     we notify the holder at least seven
                                          days prior to the maturity date that
                                          an extension will not be provided,

                                    o     the holder elects, no earlier than
                                          ninety days and no later than sixty
                                          days prior to the maturity date, to

                                      5
<PAGE>
                                          have his or her investment notes
                                          repaid at maturity, or


                                    o     we have previously extended the
                                          maturity date for an additional year
                                          as described below.

                                 Each renewed investment note will continue with
                                 identical terms, unless we decide that the
                                 interest rate will be increased during the
                                 renewed term. In addition, we may elect at our
                                 discretion on one occasion to automatically
                                 extend the maturity date of your investment
                                 note for an additional one year period even if
                                 you have elected to have your investment note
                                 repaid at the maturity date.

      Book Entry/
       Transferability.......    We will issue the investment notes in
                                 book-entry form only. The investment notes will
                                 be non-negotiable and may not be transferred
                                 without our prior written consent.

      Optional Redemption by
         the Company..........   We may redeem the investment notes at our
                                 option, in whole or in part, at any time at a
                                 redemption price equal to the principal amount
                                 plus accrued interest, unless a higher price is
                                 specified in the prospectus supplement relating
                                 to the particular investment notes we are
                                 offering.

      Redemption Upon Request
       in the Event of Death
       or Total Disability....   Notes with maturities of one year or greater
                                 will be redeemed at the option of the holder
                                 following his or her total permanent
                                 disability, or by his or her estate after
                                 death, at the principal amount plus accrued
                                 interest. A holder will have no other right to
                                 cause redemption prior to maturity.

      Unsecured Obligations...   The investment notes are not guaranteed or
                                 secured by any lien on any of our assets. We
                                 will not be required to contribute funds to a
                                 separate fund, such as a sinking fund, to
                                 provide funds to repay the investment notes
                                 upon maturity.

      Subordinated Obligations.  The investment notes are junior in right of
                                 repayment, or subordinated, to our existing and
                                 future senior indebtedness. At September 30,
                                 1999, we had no senior indebtedness
                                 outstanding. There is no limitation on the
                                 amount of senior indebtedness we may incur. See
                                 "Description of the Investment Notes Offered
                                 and the Indenture" for a description of what
                                 constitutes senior indebtedness.

                                 At September 30, 1999 we had $172.2 million of
                                 indebtedness which will rank equally in right
                                 of payment with the investment notes. Since we
                                 are a holding company, our obligations under
                                 the investment notes will be structurally
                                 subordinated to all existing and future
                                 liabilities and obligations of our
                                 subsidiaries, including deposits of
                                 BankAtlantic. See "Description of the
                                 Investment Notes Offered and the Indenture."

                                      6
<PAGE>
      Certain Restrictions....   The indenture restricts us from paying
                                 dividends or distributions on, or purchasing or
                                 redeeming our capital stock if, at the time of
                                 the dividend declaration or the date of the
                                 redemption, purchase, payment or distribution,
                                 we are in default. We may not consolidate or
                                 merge with another entity unless:

                                    o     if the other entity survives the
                                          consolidation or merger, it assumes
                                          our obligations under the indenture
                                          and, immediately after the
                                          transaction, is not in default under
                                          the indenture, or

                                    o     we survive the consolidation or
                                          merger, and immediately after the
                                          transaction we are not in default
                                          under the indenture.

      Events of Default.......   An event of default under the indenture occurs
                                 if we:

                                    o     fail to pay principal or any premium
                                          on the investment notes at maturity or
                                          upon redemption,

                                    o     fail to pay interest on the investment
                                          notes and the failure continues for a
                                          30-day period,

                                    o     breach any of the provisions of the
                                          indenture and the breach continues
                                          after 60 days' notice, or

                                    o     reorganize or become bankrupt or
                                          insolvent in certain events.

                                 We may be required as a result of certain
                                 events of default to accelerate our payment of
                                 principal and interest on the investment notes.

      Periodic Statements.....   We will mail to each holder no later than the
                                 tenth business day following the end of each
                                 quarter a statement detailing the current
                                 balance on each note and any accrued interest.

RISK FACTORS

      Your investment in the investment notes will involve risk. Before making
an investment decision, you should consider all of the information contained in
this prospectus and a supplementary prospectus. In particular, you should
carefully evaluate the risks discussed under "Risk Factors" before deciding
whether an investment in these investments notes is suitable for you.

                                        7
<PAGE>
FINANCIAL HIGHLIGHTS
   (In thousands)
<TABLE>
<CAPTION>
                                            At or for the Nine
                                               Months Ended                    At or for the Years Ended December 31,
                                              September 30,   ----------------------------------------------------------------------
                                                  1999           1998           1997           1996           1995           1994
                                               ----------     ----------     ----------     ----------     ----------     ----------
<S>                                            <C>            <C>            <C>            <C>            <C>            <C>
Income from Continuing Operations              $   25,691     $   10,186     $   23,658     $   17,639     $   16,264     $   16,059
Total Stockholders Equity                         236,967        240,440        207,171        147,704        120,561        105,520
Total Assets                                    3,970,629      3,788,975      3,064,480      2,605,527      1,750,689      1,539,653
</TABLE>
                                        8


<PAGE>
                      SELECTED CONSOLIDATED FINANCIAL DATA
                 OF BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                                                   At or for the Nine
                                              Months Ended September 30,       At or for the Years Ended December 31,
                                              --------------------------  ----------------------------------------------------------
                                                    1999        1998         1998         1997        1996       1995        1994
                                                 ---------   ---------    ---------    ---------   ---------   ---------   ---------
Operating Results:                                                 (dollars in thousands, except per share data)
<S>                                              <C>         <C>          <C>          <C>         <C>         <C>         <C>
Net interest income                              $  87,960   $  78,274    $ 102,285    $  94,530   $  76,266   $  63,921   $  56,555
Provision for loan losses                           19,056       9,811       21,788       11,268       5,844       4,182       2,299
Net interest income after provision
 for loan losses                                    68,904      68,463       80,497       83,262      70,422      59,739      54,256
Non-interest income                                 74,542      38,684       56,880       33,366      26,818      13,974      10,683
Non-interest expenses                              101,133      83,250      120,665       77,722      68,221      48,785      39,706
Income before income taxes and
  discontinued operations                           42,313      23,897       16,712       38,906      29,019      24,928      25,233
Provision for income taxes                          16,622       9,388        6,526       15,248      11,380       8,664       9,174
Income from continuing operations                   25,691      14,509       10,186       23,658      17,639      16,264      16,059
Income (loss) from discontinued
   operations (less applicable
   income taxes (benefit)                            1,174     (12,406)     (18,220)       4,111       1,372       2,155         776
  Net income                                        26,865       2,103       (8,034)      27,769      19,011      18,419      16,835
Total dividends on non-cumulative
  preferred stock                                        0           0            0            0           0       2,030         880
Net income available for common
  shares                                         $  26,865   $   2,103    $  (8,034)   $  27,769   $  19,011   $  16,389   $  15,955

CLASS A COMMON SHARES
Diluted earnings per share from
 continuing operations                           $    0.51   $    0.36    $    0.25    $    0.58   $    0.47    $    N/A   $     N/A
Diluted earnings (loss) per share
 from discontinued  operations                        0.02       (0.31)       (0.45)        0.09        0.03         N/A         N/A
Diluted earnings (loss) per share                $    0.53   $    0.05    $   (0.20)   $    0.67   $    0.50    $    N/A   $     N/A

CLASS B COMMON SHARES
Diluted earnings per share from
  continuing operations                          $    0.49   $    0.33    $    0.23    $    0.59   $    0.56   $    0.47   $    0.51
Diluted earnings (loss) per share
  from discontinued operations                        0.02       (0.28)       (0.41)        0.09        0.03        0.07        0.03
Diluted earnings (loss) per share                $    0.51   $    0.05    $   (0.18)   $    0.68   $    0.59   $    0.54   $    0.54
</TABLE>
<TABLE>
<CAPTION>

                                               At or for the Nine
                                           Months Ended September 30,            At or for the Years Ended December 31,
                                            -----------------------   --------------------------------------------------------------
                                               1999         1998         1998         1997         1996         1995        1994
                                            ----------   ----------   ----------   ----------   ----------   ----------   ----------
Balance Sheet Data:                                                 (dollars in thousands, except per share data)
<S>                                         <C>          <C>          <C>          <C>          <C>          <C>          <C>
Total assets                                $3,970,629   $3,682,624   $3,788,975   $3,064,480   $2,605,527   $1,750,689   $1,539,653
Loans receivable-net (1)                     2,567,905    2,546,173    2,635,369    2,072,825    1,824,856      828,630      546,396
Mortgage-backed securities held
  to maturity                                        0            0            0            0            0            0      573,913
Securities available for sale                  872,149      609,115      599,435      607,490      439,345      691,803       53,969
Investment and trading securities, net         105,966       78,976       79,901       60,280       54,511       49,856      211,776
Mortgage servicing rights                          897       51,651       44,315       38,789       25,002       20,738       20,584
Cost over fair value of net assets
   acquired and  other intangibles              54,729       56,368       55,493       26,327       29,008       11,521            0
Deposits                                     2,140,096    1,883,229    1,925,772    1,763,733    1,832,780    1,300,377    1,085,782
Guaranteed preferred beneficial
   interests in the Company's
  Junior Subordinated Debentures                74,750       74,750       74,750       74,750            0            0            0
Subordinated debentures, capital notes
   and notes payable                           186,544      178,334      177,114      179,600       78,500       21,001            0
Advances from FHLB, federal funds
  purchased and  securities sold under
  agreements to repurchase                   1,259,545    1,157,580    1,225,165      758,923      486,288      269,222      311,879
TOTAL STOCKHOLDERS' EQUITY                     236,967      247,321      240,440      207,171      147,704      120,561      105,520
</TABLE>
________________________________________

(1) Includes $19.2 million, $3.3 million, $9.7 million, $160.1 million and
    $207,000 of banker's acceptances at September 30, 1999 and 1998, and at
    December 31, 1998, 1997, and 1996, respectively.

                                        9
<PAGE>
<TABLE>
<CAPTION>
                                           At or for the Nine
                                       Months Ended September 30,              At or for the Years Ended December 31,
                                         ----------------------      ------------------------------------------------------------
                                           1999         1998            1998           1997        1996       1995        1994
                                         --------    ----------      ----------      --------    --------    --------    --------
Other Data:                                                   (dollars in thousands, except per share data)
<S>                                      <C>         <C>             <C>             <C>         <C>         <C>         <C>
Loan Fundings: (1)
  Residential real estate loans          $104,241    $  109,138      $  144,586      $ 68,513    $133,184    $111,361    $ 40,706
  Commercial loans                        656,504       546,788         753,992       550,318     461,519     412,632     282,243
  Small business loans                     24,942       101,762         135,239        20,467           0           0           0
  Consumer loans (2)                       72,391       125,593         165,927       161,154     154,940     114,607      45,159
  Lease financing                          24,363        13,620          19,214             0           0           0           0
Purchases:

  Residential real estate loans           230,902     1,071,747       1,256,185       524,498     465,942       9,930           0
  Commercial loans                        126,613         8,792          37,314             0           0           0           0
  Lease financing                               0         3,519           6,054             0           0           0           0
Loan Sales                                116,852       236,832         279,034       273,901      59,408      34,153      38,168
Net interest spread (during
   period) (3)                               2.89%         2.86%           2.83%         3.41%       3.77%       3.57%       3.97%
Interest rate margin (during
  period) (3)                                3.17%         3.18%           3.12%         3.72%       4.12%       4.01%       4.28%
</TABLE>
<TABLE>
<CAPTION>
                                           At or for the Nine
                                       Months Ended September 30,              At or for the Years Ended December 31,
                                         ----------------------      ------------------------------------------------------------
                                           1999         1998            1998           1997        1996       1995        1994
                                         --------    ----------      ----------      --------    --------    --------    --------
Financial Ratios:                                               (dollars in thousands, except per share data)
<S>                                         <C>            <C>             <C>          <C>         <C>         <C>         <C>
Return on average equity (4)                14.15%         8.51%           4.39%        14.85%      13.07%      14.16%      16.28%
Return on average assets (4)                 0.85          0.55            0.28          0.86        0.88        0.94        1.12
Efficiency ratio from continuing
  operations(3)                             62.21         71.18           75.81         60.77       66.12       62.63       59.05
Average equity to average assets             6.03          6.41            6.48          5.77        6.70        6.66        6.86
Net loan charge-offs as a percent
  of average  outstanding loans
   --annualized                              0.80          0.42            0.51          0.44        0.47        0.45        0.59
Non-performing assets as a percent of:
  Total loans, tax certificates
     and real estate owned                   1.25          1.15            1.27          1.36        1.26        2.37        3.66
  Total assets                               0.85          0.83            0.92          0.96        0.93        1.23        1.51
Loan loss allowance as a percent
  of non-performing loans                  143.00        140.97          142.95        156.18      167.37      149.49      134.87
Ratio of earnings to fixed charges:
Including interest on deposits               1.33          1.21            1.11          1.33        1.37        1.37        1.59
Excluding interest on deposits               1.61          1.37            1.19          1.80        2.26        2.22        3.33
</TABLE>

_____________________________________
(1)  Does not include banker's acceptances.
(2)  Includes second mortgage loans.
(3)  Restated for continuing operations.
(4)  ROA and ROE excluding the $7.2 million SAIF one-time special assessment
     would have been 1.09% and 16.33%, respectively, for the year ended
     December 31, 1996.


                                       10
<PAGE>
                                   RISK FACTORS

      An investment in the investment notes involves various risks, including
those described below. You should carefully consider these factors, together
with the other information contained or incorporated by reference in this
prospectus and in the prospectus supplement provided with this prospectus before
you decide to purchase any securities we are offering.

RISKS ASSOCIATED WITH US

CHANGES IN INTEREST RATES COULD ADVERSELY AFFECT OUR NET INTEREST INCOME AND
PROFITABILITY

      The majority of our assets and liabilities are monetary in nature and
subject us to significant risk from changes in interest rates. Changes in
interest rates can impact our net interest income as well as the valuation of
our assets and liabilities.


CHANGES IN INTEREST RATES WILL IMPACT THE DIFFERENCE BETWEEN OUR INTEREST INCOME
AND INTEREST EXPENSE


      Our profitability is dependent to a large extent on our net interest
income. Net interest income is the difference between:

      o     interest income on interest-earning assets, such as loans, and

      o     interest expense on interest-bearing liabilities, such as deposits.

Changes in market interest rates, changes in the relationships between
short-term and long-term market interest rates, or changes in the relationships
between different interest rate indices, can affect the interest rates charged
on interest-earning assets differently than the interest rates paid on
interest-bearing liabilities. This difference could result in an increase in
interest expense relative to interest income. While we have attempted to
structure our asset and liability management strategies to mitigate the impact
on net interest income of changes in market interest rates, we cannot assure you
that we will be successful.


DECLINING INTEREST RATES RESULT IN ACCELERATED LOAN PREPAYMENTS WHICH IMPACT OUR
NET INTEREST INCOME AND PROFITABILITY


      Loan prepayments accelerate as interest rates fall. We experienced a high
volume of loan prepayments in our mortgage portfolio and our servicing portfolio
during 1998 due to historically low interest rates. Prepayments in a declining
interest rate environment reduce our net interest income and adversely affect
our earnings because:

      o     we amortize premiums on acquired loans that are prepaid and amortize
            mortgage servicing rights associated with prepaid loans that we
            service; and

      o     the yields we earn on the investment of funds that we receive from
            prepaid loans are generally less than the yields we earned on the
            prepaid loans.

While we have exited the mortgage servicing business and sold the mortgage
servicing rights that we owned, significant loan prepayments in our mortgage
portfolio in the future could have a similar adverse effect on our earnings. At
September 30, 1999, we held $1.2 billion of purchased residential loans, which
includes $10.6 million of net premiums on those loans.

                                       11
<PAGE>

OUR NON-INTEREST EXPENSES HAVE INCREASED AS WE HAVE ENTERED INTO NEW BUSINESS
UNITS AND THESE BUSINESS UNITS MAY NOT GENERATE SUFFICIENT REVENUES TO COVER
EXPENSES


      During the last four years we have grown rapidly and significantly.

      o     Our total assets have increased from $1.75 billion at December 31,
            1995 to $3.97 billion at September 30, 1999.

      o     Our loan portfolio increased from $828.6 million at December 31,
            1995 to $2.57 billion at September 30, 1999.

      We initiated several new business units during 1998, hired additional
personnel, acquired Ryan Beck & Co. and expanded our real estate development and
investment business. In addition, we established an internet banking division
during 1999. This growth is intended to support our expanded operations and
increase our non-interest revenue. However, this growth and expansion of
operations has resulted in a significant increase in non-interest expenses.
Noninterest expenses increased from $68.2 million in 1996 to $77.7 million in
1997 to $120.7 million in 1998 and were $101.1 million for the nine months ended
September 30, 1999.

      We implemented various restructuring initiatives at BankAtlantic in the
fourth quarter of 1998 with a view to streamlining its operations and improving
efficiencies. However, at the same time Ryan Beck significantly expanded and
hired additional personnel as it diversified into the healthcare, consumer and
technology industries and expanded its research and investment banking
operations. Ryan Beck's non-interest expenses were $17.5 million for the six
month period after we acquired it to December 31, 1998 and were $35.5 million
for the nine month period ended September 30, 1999. Our total non-interest
expenses, including Ryan Beck, for the nine months ended September 30, 1999 were
$101.1 million. Expenses associated with past growth have had, and expenses
associated with additional future growth will likely have, an adverse impact on
earnings if we are unable to generate sufficient revenues to cover this growth.

OUR CONSUMER AND SMALL BUSINESS LOAN PORTFOLIO SUBJECTS US TO GREATER CREDIT
RISK AND WE HAVE EXPERIENCED HIGH LEVELS OF CHARGE-OFFS

      During the past several years, we have experienced significant growth in
our consumer and small business loan portfolio. Consumer loans, excluding second
mortgages, increased to $178.1 million at September 30, 1999 from $133.5 million
at December 31, 1995. A significant amount of these loans are indirect
automobile loans. Indirect automobile loans are loans which are funded through
automobile dealers rather than funded directly to our retail customers. At
September 30, 1999, $140.3 million of our consumer loan portfolio consisted of
indirect loans, primarily automobile loans.

      Consumer loans, especially indirect automobile loans, present more credit
risk than other types of loans such as home equity or residential real estate
loans. They generally result in a higher level of charge-offs than other loans.
Charge-offs are amounts written off as uncollected. Our consumer loan net
charge-offs were $8.9 million in 1998 and $7.5 million for the nine months ended
September 30, 1999. Our net charge-offs attributable to indirect automobile
loans were $8.0 million in 1998 and $6.5 million for the nine months ended
September 30, 1999. During the fourth quarter of 1998, we discontinued the
origination of indirect automobile loans. However, we may re-enter this market
in the future. We may also experience additional losses in our current consumer
loan portfolio.

      We began originating small business loans during the fourth quarter of
1997. We had $118.8 million of small business loans at December 31, 1998 and
$119.7 million at September 30, 1999. We experienced high levels of
delinquencies and charge-offs in our small business loan portfolio during the
fourth quarter of 1998 and the nine months ended September 30, 1999. Our small
business loan net charge-offs were $2.0 million in 1998, including $1.5 million
during the 1998 fourth quarter, and $7.9 million during the period ended
September 30, 1999. Further, our small business loan net charge-offs were $3.0
million for the three month period ended September 30, 1999. While we have
implemented personnel and operating changes in our small business lending
operations which are intended to address these issues, we may experience
additional significant charge-offs in this portfolio in the future.

                                        12
<PAGE>
A DECLINE IN THE REAL ESTATE MARKET OR IN THE ECONOMY IN GENERAL MAY RESULT IN
ADDITIONAL LOSSES IN OUR BANKING ACTIVITIES

      Our loans receivable increased by approximately $1.7 billion or 210 % from
December 31, 1995 to September 30, 1999. Balances for all loan categories
increased primarily due to:

      o     $395.0 million of loans acquired in the Bank of North America
            acquisition, and

      o     wholesale residential loan purchases of $465.9 million in 1996,
            $524.5 million in 1997, $1.3 billion in 1998, and $105.1 million in
            the nine months ended September 30, 1999.

      Our commercial real estate and construction and development loans were
$969.3 million at September 30, 1999. The real estate underlying many of those
commercial real estate and construction and development loans is concentrated in
Broward, Miami-Dade and Palm Beach Counties, Florida and may be in the early
stages of development. Our competitors over the last several years have also
increased their funding availability for commercial real estate projects. These
increases could result in over-building and a decline in real estate values.

      The real estate securing the wholesale residential loans that we purchased
is generally located outside South Florida. These loans are subject to
additional risks associated with the economy where the collateral is located as
well as collection risks.

      Declines in real estate values or in the economy generally could have a
material adverse impact on our results of operations based not only on the
nature of our assets and the composition of our loan portfolio, but also on our
real estate development activities.

WE HAVE BROAD AUTHORITY TO MAKE ACQUISITIONS AND INVESTMENTS IN BUSINESSES NOT
ENGAGED IN TRADITIONAL
BANKING ACTIVITIES WHICH WILL SUBJECT US TO THE RISKS OF THOSE BUSINESSES

      We generally have broad authority under applicable law to engage in
various types of business activities, including investments in real estate, real
estate development and real estate related businesses. We have historically made
acquisitions and investments as a means of diversifying our sources of
non-interest income and to increase non-interest revenues. Our acquisitions and
investments include:

      o     REAL ESTATE - we acquired St. Lucie West Holding Corp. in October
            1997 for approximately $20 million. St. Lucie West Holding Corp. is
            the developer of St. Lucie West, a master planned residential,
            commercial and industrial community located in St. Lucie County,
            Florida. We have also made joint venture investments in real estate
            development projects located in South Florida. In addition, in
            December 1999, we acquired Levitt Corporation, a homebuilder in
            South Florida, for approximately $26 million.

      o     EQUIPMENT LEASING - in March 1998 we acquired Leasing Technology,
            Inc., an equipment leasing and finance company located in South
            Florida, in a stock for stock exchange valued at approximately $6.2
            million. Leasing Technology is now operated as a subsidiary of
            BankAtlantic.

      o     INVESTMENT BANKING AND BROKERAGE SERVICES - in June 1998 we acquired
            Ryan Beck, in a stock for stock exchange valued at approximately $38
            million. Ryan Beck is operated as an independent, autonomous
            subsidiary under the direction of its prior management.

      These acquisitions and investments in businesses not engaged in
traditional banking activities subject us to the risks inherent in each of the
business activities.
                                        13
<PAGE>
WE ENGAGE IN REAL ESTATE DEVELOPMENT AND INVESTMENT ACTIVITIES WHICH ARE
SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK

      We currently engage in real estate development and investment activities
through BankAtlantic Development Corporation. BankAtlantic Development
Corporation owns the developer of a master planned community in St. Lucie
County, Florida, has made several joint venture investments in real estate
development projects in South Florida, and recently acquired Levitt Corporation,
a home builder in South Florida. The real estate industry is highly cyclical by
nature and future market conditions are uncertain. Factors which adversely
affect the real estate and home building industries include:

      o     the availability and cost of financing,

      o     decreases in demand or over-building,

      o     unfavorable interest rates,

      o     changes in general economic conditions,

      o     a surplus of available real estate and related projects, and

      o     the significant volatility and fluctuations in underlying real
            estate values.

      In addition, St. Lucie West Holding Corp. incurred operating expenses of
approximately $5.2 million during 1998 and $4.3 million during the nine months
ended September 30, 1999. Periodic sales of properties may be insufficient to
ensure profitability of St. Lucie West Holding Corp. Further, if sales are not
adequate to cover operating expenses we will be required to seek a source of
additional operating funds.

      Declines in real estate values or in the economy generally could have a
material adverse impact on our results of operations based not only on our real
estate development activities, but also on the nature of our assets and the
composition of our loan portfolio.

OUR ACTIVITIES ARE REGULATED BY THE OFFICE OF THRIFT SUPERVISION, THE FDIC AND
OTHER REGULATORS WHO POSSESS DISCRETION IN THEIR SUPERVISORY AND ENFORCEMENT
ACTIVITIES

      The banking industry is one of this country's most heavily regulated
industries. The Office of Thrift Supervision:

      o     is BankAtlantic's chartering authority and its primary federal
            regulator,

      o     regulates, supervises and examines BankAtlantic, and

      o     regulates and oversees us, as the holding company of BankAtlantic.

      In addition to the Office of Thrift Supervision, the FDIC also regulates,
supervises and examines BankAtlantic by virtue of insuring its deposits up to
applicable limits. Furthermore, BankAtlantic is a member of the Federal Home
Loan Bank of Atlanta and, consequently, is subject to certain limited regulation
by the Federal Reserve Board. The regulation and supervision of financial
institutions is intended primarily for the protection of the FDIC insurance
funds and depositors. Regulatory authorities possess extensive discretion in
connection with their supervisory and enforcement activities. As an example,
banking regulators have in the past implemented regulations which have increased
capital requirements, insurance premiums and administrative, professional and
compensation expenses for the institutions which they regulate. Any change in
the existing regulatory structure or the laws or regulations applicable to us
could significantly affect our powers, authority and operations and our business
could be adversely affected.
                                       14
<PAGE>
WE HAVE MANY COMPETITORS WHO MAY HAVE GREATER FINANCIAL RESOURCES OR OPERATE
UNDER FEWER REGULATORY CONSTRAINTS

      Our competitors include:

      o     other savings institutions,
      o     investment firms,
      o     commercial banks,
      o     finance companies,
      o     mortgage banking companies,
      o     money market funds,
      o     financial consultants,
      o     credit unions, and
      o     real estate developers, operators and investors.


      We compete not only with financial institutions headquartered in the State
of Florida but also with a growing number of financial institutions
headquartered outside of Florida who are active in the State. In addition, the
Gramm-Leach-Bliley Act was recently enacted into law. This law, which repeals
the Glass Steagall Act,


      o     permits bank holding companies to engage in a substantially wider
            range of non-banking activities than they were previously permitted,
            such as insurance and investment banking, and

      o     enables insurers and other financial service companies to acquire
            banks.

This new legislation may significantly increase the number of entities that we
compete with. Many of our competitors have substantially greater financial
resources than we have and, in some cases, operate under fewer regulatory
constraints.

THE YEAR 2000 PROBLEM COULD DISRUPT OUR BUSINESS

      Many existing computer programs use only two digits to identify a year in
the date field. These programs were designed and developed without considering
the impact of the upcoming change in the century. If not corrected, many
computer applications could fail or create erroneous results by or at the year
2000. The consequences of incomplete or untimely resolution of year 2000 issues
represent an uncertainty that could affect future financial results.

      The year 2000 problem poses the following principal risks to our business:


      o     disruption of our business due to failure of third parties to
            achieve year 2000 readiness,

      o     disruption in our loan operations due to failure of our borrowers to
            achieve year 2000 readiness, and

      o     litigation due to year 2000 noncompliance from customers, borrowers
            and suppliers as a result of both internal and third party system
            failures.

      We have undertaken various initiatives intended to ensure that computer
applications will function properly with respect to dates in the year 2000 and
thereafter and have established a year 2000 action plan based on the guidelines
outlined in the Federal Financial Institutions Examination Council's "The Effect
of 2000 on Computer Systems".

      However, we cannot assure you that our initiatives and action plan have
identified all costs, risks or possible losses which we may experience
associated with year 2000 issues. Due to the general uncertainty inherent in the
year 2000 problem, resulting in part from the uncertainty of the year 2000
readiness of third party suppliers, borrowers and customers, we are unable to
determine whether the consequences of year 2000 failures will have a material
impact on our results of operations, liquidity or financial condition.

                                       15
<PAGE>

RISKS ASSOCIATED WITH THE INVESTMENT NOTES

OUR DEPENDENCE ON DIVIDENDS FROM OUR SUBSIDIARIES FOR A SIGNIFICANT PORTION OF
OUR REVENUE AND REGULATORY RESTRICTIONS ON DIVIDENDS FROM BANKATLANTIC MAY LIMIT
OUR ABILITY TO PAY PRINCIPAL OR INTEREST ON THE INVESTMENT NOTES

      We own 100% of BankAtlantic's outstanding capital stock and depend upon
dividends from BankAtlantic for a significant portion of our revenues.
BankAtlantic's ability to pay dividends or make other capital distributions to
us is governed by Office of Thrift Supervision regulations, which focus
primarily on BankAtlantic's regulatory capital levels and net income. Office of
Thrift Supervision regulations define "capital distributions" as

      o     cash dividends,

      o     payments by a savings association or savings bank holding company to
            repurchase or otherwise acquire its shares,

      o     payments to shareholders of another entity in a cash-out merger, and

      o     other distributions charged against capital.

      If an institution has regulatory capital that is at least equal to its
capital requirements both before and after giving effect to the distribution,
and has not been notified that it "is in need of more than normal supervision,"
the Office of Thrift Supervision deems it a "Tier 1 association." BankAtlantic
currently qualifies as a Tier 1 association under applicable Office of Thrift
Supervision regulations. The Office of Thrift Supervision permits a Tier 1
association to make capital distributions during a calendar year of up to the
greater of:

      o     100% of net income for the current calendar year, plus 50% of its
            capital surplus, or

      o     75% of its net income over the most recent four quarters.

Capital surplus is the amount of capital in excess of an association's
regulatory capital requirements. However, the association seeking to pay the
capital distribution must first notify the Office of Thrift Supervision of its
intention and the Office of Thrift Supervision must not raise any objection to
the distribution. Any additional capital distributions would require prior
regulatory approval. Additionally, all capital distributions of BankAtlantic are
subject to the Office of Thrift Supervision' right to object to a distribution
on safety and soundness grounds. We cannot assure you that BankAtlantic will
remain a Tier 1 association or that it will be in a position to make capital
distributions to us in an amount sufficient for us to satisfy our obligations.

      Our ability to pay interest on the investment notes will be significantly
dependent on the ability of our subsidiaries, especially BankAtlantic, to pay
dividends or distributions to us in amounts sufficient to service our
obligations. Our obligations at September 30, 1999 include:

      o     9% Subordinated Debentures due 2005 - $21.0 million outstanding
            principal amount,

      o     6 3/4% Convertible Subordinated Debentures due 2000 - $51.2 million
            outstanding principal amount,

      o     5 5/8% Convertible Subordinated Debentures due 2007 - $100.0 million
            outstanding principal amount, and

      o     9 1/2% Junior Subordinated Debenture due 2027 - $74.8 million
            outstanding principal amount.

      The aggregate annual interest expense on these obligations is
approximately $18.1 million. We may also become obligated to make other payments
on securities which we issue in the future which are on a parity with or have a
preference over the investment notes with respect to the payment of principal or
interest.


HOLDERS OF OUR SENIOR INDEBTEDNESS AND CREDITORS OF OUR SUBSIDIARIES HAVE
PRIORITY OVER THE PAYMENTS TO BE PAID UNDER THE INVESTMENT NOTES

      The investment notes are subordinated to all of our current or future
senior indebtedness or liabilities which are not expressly by their terms made
subordinate or equal in right of payment to the investment notes. Since we are a
holding
                                       16
<PAGE>
company, the investment notes will be effectively subordinated to all existing
and future liabilities of our subsidiaries, including the rights of the
depositors of BankAtlantic. As of September 30, 1999, we had:

      o     $172.2 million of indebtedness ranking equally with the investment
            notes,

      o     $74.8 million of indebtedness ranking junior in right of payment to
            the investment notes, and

      o     no senior indebtedness.

Further, at September 30, 1999 our subsidiaries had liabilities of $3.5 billion,
which includes $2.1 billion of deposits at BankAtlantic. The indenture relating
to the investment notes does not limit our ability to incur additional
indebtedness, including senior indebtedness, or additional indebtedness by
BankAtlantic or our other subsidiaries.

INVESTMENT NOTES ARE NOT INSURED

      The investment notes are not insured by the Bank Insurance Fund or the
Savings Association Insurance Fund of the FDIC or by any other governmental
agency or private insurer.

THE COVENANTS IN THE INDENTURE ARE LIMITED AND DO NOT PROVIDE YOU WITH
SIGNIFICANT PROTECTION

      The covenants in the indenture are limited and do not protect holders of
investment notes in the event of a material adverse change in our financial
condition or results of operations. In addition, payment of principal of and
interest on the investment notes can only be accelerated if we:

      o     fail to pay principal of or any premium on the investment notes at
            maturity or upon redemption,

      o     fail to pay interest on any of the investment notes and the failure
            continues for a 30-day period,

      o     breach any of the provisions of the indenture and the breach
            continues for a 60-day period after receipt of notice, or

      o     reorganize or become bankrupt or insolvent in certain events.

      The indenture does not require us to:

      o     adhere to any financial ratios or specified levels of liquidity, or

      o     repurchase, redeem or modify the terms of the investment notes upon
            a change in control or other events involving us which may adversely
            affect the creditworthiness of the investment notes.

Therefore, neither the covenants nor the other provisions of the indenture
should be a significant factor in evaluating our obligations under the
investment notes. See "Description of the Investment Notes Offered and
Indenture."

TRANSFER RESTRICTIONS AND THE LACK OF A TRADING MARKET WILL LIMIT YOUR ABILITY
TO LIQUIDATE YOUR INVESTMENT

      The investment notes are non-negotiable, which means they may not be
transferred without our prior written consent. There is no established trading
market for the investment notes and it is unlikely that one will develop.
Accordingly, even if we permitted a transfer, you may be unable to liquidate
your investment. See "Description of the Investment Notes Offered and the
Indenture."

WE MAY EXTEND THE MATURITY OF THE INVESTMENT NOTES IN OUR SOLE DISCRETION

      Even if the investment notes mature by their terms and you have indicated
that you do not want to renew the term of the investment notes, we can, in our
sole discretion, extend their maturity for an additional one-year period. In the
event that we make this election, the principal amount of the investment notes
will not be repaid on the anticipated maturity date and you will continue to
receive interest at the same rate until the expiration of that one-year period.

                                       17
<PAGE>
                                 USE OF PROCEEDS

      We intend to use the net proceeds resulting from the sale of the
investment notes (estimated to be approximately $149 million net of estimated
offering expenses if all of the investment notes being offered through this
prospectus are sold) for general corporate purposes, including:

      o     repurchases of our common stock,
      o     repurchases or redemptions of our outstanding debt securities, and
      o     acquisitions by us or our subsidiaries.

      The precise amounts and timing of the application of such proceeds depends
upon many factors, including, but not limited to, the amount of any such
proceeds and actual funding requirements.


Until the proceeds are used, we may invest the proceeds, depending on our cash
flow requirements, in short and long-term investments, including, but not
limited to:


      o     treasury bills,
      o     commercial paper,
      o     certificates of deposit,
      o     securities issued by U.S. government agencies,
      o     money market funds, and
      o     repurchase agreements.

                            FORWARD-LOOKING STATEMENTS

      Some of the statements contained or incorporated by reference in this
prospectus include forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of
1934. Some of the forward-looking statements can be identified by the use of
words such as "anticipate", "believe", "estimate", "may", "intend", "expect",
"will", "should", "seeks" and similar expressions. Forward-looking statements
are based largely on our expectations and involve inherent risks and
uncertainties. A number of important factors could cause actual results to
differ materially from those in the forward-looking statements. Some factors
include:

      o     the potential adverse impact on BankAtlantic's operations and
            profitability of changes in interest rates and future legislation,

      o     economic conditions, both generally and particularly in areas where
            we or our subsidiaries, including BankAtlantic, operate or hold
            assets,

      o     interest rate and credit risk associated with BankAtlantic's loan
            portfolio,

      o     BankAtlantic's recent rapid growth and increased operating expenses,

      o     uncertainty relating to the realization of benefits from our
            restructuring initiatives and expense reductions,

      o     our ability to manage new banking and non-banking initiatives and
            investments,

      o     regulatory limitations on BankAtlantic's ability to pay dividends,
            and

      o     the highly competitive nature of our businesses.

Many of these factors are beyond our control and beyond the control of
BankAtlantic. For a discussion of factors that could cause actual results to
differ, please see the discussion under "Risk Factors" contained in this
prospectus and in other information contained in our publicly available SEC
filings.

          DESCRIPTION OF THE INVESTMENT NOTES OFFERED AND THE INDENTURE


      The investment notes will be issued under an indenture between us and U.S.
Bank Trust National Association, as trustee. The terms and provisions of the
investment notes include those stated in the indenture and those made part of
the indenture by reference to the Trust Indenture Act of 1939 as in effect on
the date of the indenture. The following briefly summarizes the material terms
of the indenture and the investment notes, other than maturity, pricing and
other related terms


                                       18
<PAGE>
disclosed in the accompanying prospectus supplement. This summary is not
complete and is qualified in its entirety by reference to the indenture,
including the definitions in the indenture of certain terms used below. You
should read the entire indenture and the Trust Indenture Act of 1939 for a
complete understanding of the terms of the indenture and the investment notes.

GENERAL

      The investment notes:

      o     are general obligations and are limited to $150 million in aggregate
            principal amount,

      o     are not secured by our assets or otherwise,

      o     do not have the benefit of a sinking fund for the retirement of
            principal,

      o     rank equal to all of our subordinated indebtedness,

      o     are subordinated in right of payment to all of our future Senior
            Indebtedness (as we define this term below in "-- Subordination") or
            liabilities which are not expressly by their terms subordinate or
            equal in right of payment to the investment notes, and

      o     are not savings accounts or deposits and are not insured by the FDIC
            or any other governmental agency.

      We, or any of our subsidiaries, may incur additional indebtedness
constituting Senior Indebtedness or indebtedness that ranks equal or junior to
the investment notes. The indenture does not limit the total indebtedness that
either we or any of our subsidiaries may incur. At September 30, 1999 we had no
Senior Indebtedness, $172.2 million of indebtedness ranking equal to the
investment notes and $74.8 million of indebtedness ranking junior to the
investment notes.

      Because we are a holding company, our primary source of funds for the
payment of our obligations, including the payment of principal and interest on
the investment notes, is dividends and distributions from our subsidiaries,
especially BankAtlantic. Our subsidiaries are separate and distinct legal
entities and have no obligation to pay any amounts due with respect to the
investment notes or to make funds available for those payments. Further, from
time to time while the investment notes are outstanding, BankAtlantic and our
other subsidiaries may be subject to regulatory or contractual constraints that
restrict their ability to pay dividends to us. See "Risk Factors--Our Dependence
on Dividends from Our Subsidiaries for a Significant Portion of our Revenue and
Regulatory Restrictions on Dividends from BankAtlantic May Limit Our Ability to
Pay Principal or Interest on the Investment Notes."

      The investment notes will be effectively subordinated to all existing and
future liabilities, including deposits, of our subsidiaries. At September 30,
1999, our subsidiaries had liabilities of $3.5 billion, which includes $2.1
billion of deposits at BankAtlantic. Our right to participate in any
distribution of assets of our subsidiaries upon any liquidation or
reorganization or otherwise of those subsidiaries is subject to the prior claims
of creditors of the subsidiary, including depositors in BankAtlantic, except to
the extent that we may be recognized as a creditor of the subsidiary. Thus, the
ability of holders of the investment notes to benefit indirectly from such
distribution is affected by those creditor claims.

      Investment notes of a single series may be issued at various times with
different maturity dates, different optional redemption provisions and different
interest rates. We reserve the right to vary from time to time in our discretion
interest rates, redemption terms or maturity dates based on our fundraising
objectives, circumstances in the financial markets and the economy, the
attraction of new investors in particular regions and other factors.

      Once determined, the rate of interest payable on an investment note will
remain fixed for its term; however, we may at our discretion increase the
interest rate during a renewal  term to a rate no less than the interest rate
fixed upon issuance. Interest on the investment notes will be paid in
arrears either monthly, quarterly, semi-annually, annually or at maturity, at
the election of the purchaser. Unless otherwise provided in a prospectus
supplement, we will compute interest on the investment notes as simple interest
on the basis of a 360-day year of twelve 30-day months. We will pay the
principal and interest on the investment notes when due by check mailed to the
person entitled to payment.

      The investment notes will be in U.S. dollars and payments of principal and
interest on the investment notes will be in U.S. dollars.

                                       19
<PAGE>
AUTOMATIC EXTENSION OF MATURITY DATE

      We may elect at any time prior to maturity to automatically extend the
maturity date of an investment note for an additional one year period by
providing written notice of our election to a holder within seven days after
such election has been made. After extension, the investment note will continue
with terms identical to those fixed upon issuance. If we elect to extend the
maturity date for an additional one year, a holder will have no right to cause
the investment note to be repaid prior to the maturity date as extended.
However, we may elect to extend the maturity date of an investment note for an
additional year only once; and after the election has been made, the investment
note will not be subject to any further extensions or renewals.

      In addition, the maturity of an investment note will be automatically
extended for a term identical to the original term of the investment note
unless:

      o     we notify the holders at least seven days prior to the maturity date
            of our intention not to extend the maturity date of the investment
            note;

      o     the holder elects no earlier than ninety days and no later than
            sixty days prior to the maturity date to have his or her investment
            note repaid at maturity; or

      o     we have previously exercised our right to extend the maturity date
            of the investment note for an additional year.

The investment notes will continue to renew in this manner until termination or
redemption under the indenture and the investment notes. Interest shall continue
to accrue from the first day of such renewed term. Each renewed investment note
will continue with identical terms, including provisions relating to interest
rate and payment, unless we provide notice to you that the interest will be
increased during the renewed term to a rate no less than the interest rate
fixed upon issuance. If we notify you of our intention to repay an investment
note at maturity, no interest will accrue after the date of maturity. As a
courtesy, we will provide a request for repayment form approximately ninety days
prior to the maturity date of an investment note. However, a written request for
repayment will be valid and use of this specific form by a holder will not be
required.

REDEMPTION OF INVESTMENT NOTES AT OUR OPTION

      The investment notes will be redeemable at our option, in whole or in
part, at any time, on not less than 30 days notice, but not more than 60 days
prior to the redemption date. The redemption price payable will be the principal
amount of the investment note redeemed plus accrued interest to the date of
redemption, unless a higher price is set forth in a prospectus supplement
covering the particular investment notes offered.

REDEMPTION AT REQUEST OF HOLDER UPON DEATH OR TOTAL PERMANENT DISABILITY.

      Except for investment notes with remaining maturities of less than 12
months, an investment note will be redeemed by us at the election of the holder
following his or her total permanent disability, as established to our
satisfaction, or by his or her estate following his or her death. The redemption
price, in the event of a death or total permanent disability, will be the
principal amount of the investment note, plus interest accrued and not
previously paid, to the date of redemption. If the investment note is held
jointly, the election to redeem will apply when either record owner dies or
becomes subject to a total permanent disability. The holder has no other right
to require us to prepay his or her investment note prior to its maturity date as
originally stated or as it may be extended.

      We may in the future modify this policy on redemption after death or total
permanent disability. However, no modification will adversely affect the right
of redemption applicable to any outstanding investment note.

      For the purpose of determining the right of a holder to demand early
repayment of an investment note, total permanent disability shall mean a
determination by a physician chosen by us that the holder, who was gainfully
employed on a full time basis at the time of purchase, is unable to work on a
full time basis, defined as working at least forty hours per week during the
succeeding twenty-four months.
                                       20
<PAGE>
SUBORDINATION

      The principal, interest and any premium on the investment notes are
subordinate and junior in right of payment to the prior payment in full of all
of our Senior Indebtedness. The indenture does not limit the amount of Senior
Indebtedness or other indebtedness, secured or unsecured, that we or any of our
subsidiaries may incur. If our payments on Senior Indebtedness are accelerated,
we will be prohibited from making any payment of principal, premium or interest
on the investment notes until payments of the Senior Indebtedness are made or
provided for. If we dissolve, wind up, liquidate or reorganize and our assets
are distributed, payment of principal, premium or interest on the investment
notes will be subordinated, to the prior payment in full of Senior Indebtedness,
which means that all Senior Indebtedness must be paid in full before any payment
may be made to any holders of investment notes. If our assets are distributed in
any such proceeding, some of our general creditors may recover more,
proportionately, than holders of the investment notes by reason of such
subordination.

      "Indebtedness" means:

      o     all of our obligations for borrowed money, whether or not the
            recourse of the lender is to the whole of our assets or only to a
            portion of such assets,

      o     all of our indebtedness which is evidenced by a note, debenture,
            bond or other similar instrument, including lease obligations that
            we incur with respect to any property acquired or leased and used in
            our business that is required to be recorded as a capitalized lease,

      o     all of our indebtedness representing the unpaid balance of the
            purchase price of any goods or other property or balance owed for
            any services rendered,

      o     all of our indebtedness, including capitalized lease obligations,
            incurred, assumed or given in an acquisition, whether by way of
            purchase, merger or otherwise, of any business, real property or
            other assets,

      o     any indebtedness of others described in the preceding four bullet
            points that we have guaranteed or for which we are otherwise liable,
            and

      o     any amendment, renewal, extension, deferral, modification,
            restructuring or refunding of any such indebtedness, obligation or
            guarantee.

      "Senior Indebtedness" means any and all of our Indebtedness, except for
any particular Indebtedness for which the instrument creating or evidencing it
or pursuant to which it is outstanding expressly provides that it is subordinate
or shall rank equal in right of payment to the investment notes.

CERTAIN COVENANTS

      The indenture contains certain customary covenants found in indentures
under the Trust Indenture Act, including covenants with respect to:

      o     paying principal and interest,

      o     maintaining an office or agency for administering the investment
            notes,

      o     holding funds for payments on the investment notes in trust,

      o     paying taxes and other claims,

      o     maintaining our properties and our corporate existence, and

      o     delivering annual certifications to the trustee.

However, the indenture does not require us to

      o     adhere to any financial ratios or specified levels of liquidity, or

      o     repurchase, redeem or modify the terms of the investment notes upon
            a change in control or other events involving us which may adversely
            affect the creditworthiness of the investment notes.

                                        21
<PAGE>
RESTRICTIONS ON DIVIDENDS

      The indenture provides that we cannot:

      o     declare or pay dividends on, or purchase, redeem or acquire for
            value any of our capital stock,

      o     return any capital to holders of our capital stock, or

      o     make any distribution of assets to holders of our capital stock

unless at the time we declare the dividend or the date on which we make the
purchase, redemption, payment or distribution described above, we are not in
default in the payment of interest on the investment notes or an event of
default has not occurred.

      The indenture does not prohibit or restrict us from selling additional
shares of our capital stock or other debt securities nor from pledging shares of
capital stock in our subsidiaries. Further, neither we nor any of our
subsidiaries is restricted from issuing any shares of capital stock or debt
securities.

DEFAULTS AND REMEDIES

      As provided in the indenture, an event of default results if we:

      o     fail to pay principal of or premium, if any, on the investment notes
            at maturity or upon redemption, whether or not the payment is
            prohibited by the subordination provisions,

      o     fail to pay interest on any of the investment notes when due and
            such failure continues for a period of 30 days, whether or not the
            payment is prohibited by the subordination provisions,

      o     fail to comply with any of our other material agreements or
            covenants in the indenture and the default continues for a period of
            60 days after the trustee or the holders of at least 25% in
            principal amount of the outstanding investment notes notify us in
            writing of the default, or

      o     reorganize or become bankrupt or insolvent in certain events.

The notice referred to in the third bullet point above must specify the default,
demand that it be remedied and state that the notice is a "Notice of Default."
The trustee must give the notice if requested to do so in writing by the holders
of at least 25% in principal amount of the investment notes then outstanding.
The trustee must deliver any notice which it is required to deliver to us
promptly after it becomes aware of the default or is requested by the holders to
deliver the notice. An event of default for a particular series of investment
notes will constitute an event of default for all other series of investment
notes under the indenture.

      The indenture provides that the trustee will, within 90 days after the
occurrence of any default known to it which has not been cured, mail to the
holders of the investment notes notice of the default. If we default in paying
principal of or interest on any of the investment notes, the trustee will be
protected from withholding the notice if it in good faith determines that
withholding the notice is in the interest of the holders of the investment
notes.

      The indenture permits the acceleration of payment of principal of the
investment notes only upon an event of default resulting from our failure to pay
principal or interest on the investment notes or if we reorganize or become
bankrupt or insolvent in certain events. If an event of default of this kind is
continuing, the indenture provides that the trustee or holders of not less than
30% in aggregate principal amount of the investment notes then outstanding, by
notice in writing to us (and to the trustee if given by the holders), may
declare all unpaid principal of all the investment notes to be immediately due
and payable. Holders of a majority in principal amount of the investment notes
then outstanding may rescind an acceleration and its consequences and may waive
past defaults upon conditions provided in the indenture. No holder of investment
notes may pursue any remedy under the indenture unless:

      o     the holder has previously given to the trustee written notice of a
            continuing event of default,

      o     the holders of at least 30% in principal amount of the investment
            notes then outstanding
                                        22
<PAGE>

            have requested the trustee in writing to pursue the remedy, and


      o     have offered the trustee satisfactory indemnity against loss,
            liability and expense incurred by pursuing the remedy, and

      o     the trustee has failed to act within 60 days after receipt of the
            request.

      The indenture requires us to file periodic reports with the trustee as to
the absence of defaults.

CONSOLIDATION, MERGER OR SALE


      The indenture provides that the Company may not merge or consolidate with
or sell all or substantially all of its assets to, any entity unless:


      o   we are the surviving or successor entity in the transaction and we are
          not immediately thereafter in default under
          the indenture, or

      o   if we are not the surviving or successor entity, the successor entity
          expressly assumes our obligations under the indenture and, immediately
          after the transaction is not in default under the indenture.

      Any successor entity must expressly assume all of our obligations under
the investment notes and the indenture and it shall succeed to, be substituted
for, and may exercise all of our rights and powers under the indenture.

BOOK ENTRY; NON-NEGOTIABLE

      The investment notes are non-negotiable debt instruments and, subject to
certain exceptions, will be issued only in book-entry form. Upon acceptance of
an order, we will credit our book-entry registration and transfer system to the
account of the purchaser of the investment note the principal amount of the
investment note owned of record by the purchaser. Upon acceptance of your order,
you will receive a transaction statement which will indicate our acceptance of
the order. The Company may deliver the transaction statement to the trustee or
registrar who will accept the transaction statement on your behalf and promptly
deliver the transaction statement to you. The laws of some jurisdictions require
that certain purchasers of securities take physical delivery of these securities
in definitive form. These legal requirements may impair the ability to transfer
the record ownership of the investment notes. The transaction statement is not a
negotiable instrument, and no rights of record ownership can be transferred
without our prior written consent.

      The record owners of investment notes issued in this book-entry interest
form will not receive or be entitled to receive physical delivery of a note or
other certificate evidencing such indebtedness. The registered owners of the
accounts we establish upon the purchase or transfer of investment notes will be
the owners of the investment notes under the indenture. The person holding a
book-entry interest in the investment notes must rely upon the procedures
established by the trustee to exercise any rights of a holder of investment
notes under the indenture.

       We will provide the trustee with information regarding the establishment
of new accounts and the transfer of existing accounts on a monthly basis. We
will also provide the trustee with information, as requested, regarding the
total amount of any principal and/or interest due to book-entry owners with
regard to the investment notes on any interest payment date or upon redemption.


      Ownership of investment notes may be transferred on our register only by
written notice to us signed by the owner(s) or such owner's duly authorized
representative on a form to be supplied by us and with our written consent. We
may also, in our discretion, require an opinion from such holder's counsel that
the proposed transfer will not violate any applicable securities laws and/or a
signature guarantee in connection with a transfer. Upon the permitted transfer
of an investment note,

                                       23
<PAGE>
we will provide the new owner of such security with a transaction statement
which will evidence the transfer of the account on our records.

      Book-entry interests in the accounts evidencing ownership of the
investment notes are exchangeable for fully registered notes in those names as
we direct only if: (i) we, at our option, advise the trustee in writing of our
election to terminate the book-entry system, or (ii) after the occurrence of an
event of default under the indenture, holders of investment notes aggregating
more than 50% of the aggregate outstanding amount of the investment notes advise
the trustee in writing that the continuation of a book-entry system is no longer
in the best interests of the holders of investment notes and the trustee
notifies all registered holders of these securities, of the occurrence of any
such event and the availability of definitive notes to holders of these
securities requesting such notes. Subject to the exceptions described above, the
book-entry interests in these securities shall not otherwise be exchangeable for
fully registered notes.

MODIFICATION OF THE INDENTURE

      The indenture provides that we and the trustee may, without the consent of
any holders of investment notes, enter into supplemental indentures for
purposes, among other things, of:

      o     establishing the form or terms of investment notes,

      o     evidencing the succession of another person to us and the assumption
            by any such successor of our covenants, or

      o     curing any ambiguity, defect or inconsistency.

as long as any of the foregoing will not adversely affect the interest of any
holder in any material respect.

      Most of the terms of the indenture and the investment notes may be
modified with the consent of the holders of not less than two-thirds of the
principal amount of investment notes then outstanding. However, all holders must
agree to any change which would:

      o     extend the maturity date of his or her investment notes,

      o     reduce the principal amount or the rate of interest on his or her
            investment notes,

      o     reduce any applicable redemption premium on his or her investment
            notes, or

      o     reduce the two-thirds percentage required for modification.

      We may omit in any particular instance to comply with any covenant or
condition in the indenture if before the time for compliance with the covenant
or condition, two-thirds of the holders of the principal amount of investment
notes then outstanding shall either waive such compliance in such instance or
generally waive compliance. No waiver will extend to or affect a covenant or
condition except to the extent so expressly waived. Until the waiver has become
effective, our obligation and the duties of the trustee in respect of any such
covenant will remain in full force and effect. No supplemental indenture will
affect the seniority rights of the holders of Senior Indebtedness without the
consent of those holders.

REGARDING THE TRUSTEE

      We and our subsidiaries may maintain deposit accounts and other banking
transactions with the trustee in the ordinary course of business.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

      No director, officer, employee, incorporator or stockholder of ours, shall
have any liability for any obligations of ours under the investment notes, the
indenture or for any claim relating to these obligations or their creation. Each
holder of the investment notes waives and releases these persons from any
liability. The waiver and release are part of the consideration for issuance of
the investment notes. We have been advised that the waiver may not be effective
to waive liabilities under the federal securities laws and it is the view of the
SEC that such a waiver is against public policy.

                                        24
<PAGE>
SERVICE CHARGES

      We reserve the right to assess service charges for replacing lost or
stolen investment notes (for which an affidavit from the holder will be
required), changing the registration of any investment note to reflect a change
in name of the holder, or a transfer (whether by operation of law or otherwise)
of an investment note by the holder to another person.

INTEREST WITHHOLDING

      We reserve the right to withhold 31% of any interest paid to a holder who
does not provide us with a fully executed Form W-8 or Form W-9. Otherwise, no
interest will be withheld, except on investment notes held by foreign business
entities. It is our policy that no sale will be made to anyone refusing to
provide a fully executed Form W-8 or Form W-9.

ADDITIONAL SECURITIES

      We may offer from time to time additional classes of securities with terms
and conditions different from the investment notes being offered. We will amend
or supplement this prospectus if and when we decide to offer to the public any
additional class of security under this prospectus.

VARIATIONS BY STATE

      We reserve the right to offer different securities and to vary the terms
and conditions of the offer (including, but not limited to, additional interest
payments and service charges for all notes) depending upon the state where the
purchaser resides.
                                       25
<PAGE>
                               PLAN OF DISTRIBUTION

      We currently intend to sell the investment notes directly to investors. We
do not currently intend to use a broker-dealer or agent to assist in the sales
of these securities. However, we may retain the services of an NASD member
broker-dealer in the future to assist in the sales of investment notes on a
"best efforts" or agency basis. If an agreement concerning the use of the
services of any broker-dealer is reached, we may pay any broker dealer a
commission which we estimate will range from 0.5% to 10% of the sale price of
any notes sold through the broker-dealer, depending on numerous factors. We may
also agree to indemnify the broker-dealer against certain liabilities, including
liabilities under the Securities Act and to reimburse the broker-dealer for its
costs and expenses, up to a maximum to be determined, based upon the total
dollar value of the securities sold. We will otherwise offer the investment
notes through our employees in accordance with Rule 3a 4-1 under the Exchange
Act.

      We reserve the right to reject any order, in whole or in part, for any
reason. Your order will be irrevocable upon receipt by us. In the event that
your order is not accepted, we will promptly refund your funds, without
deduction of any costs and without interest. We expect that orders will be
refunded within 48 hours after receipt. Once your order has been accepted, your
funds will be promptly deposited in our account. We will send a transaction
statement to you as soon as practicable after acceptance of your order. No
minimum number of notes must be sold in the offering. You will not know at the
time of the order whether we will be successful in completing the sale of all of
the notes being offered. We reserve the right to withdraw or cancel the offering
at any time. In the event of a withdrawal or cancellation of the offering,
orders previously received will be irrevocable and no funds will be refunded.

                                   LEGAL MATTERS

      The validity of the investment notes will be passed upon for us by Stearns
Weaver Miller Weissler Alhadeff & Sitterson, P.A., Miami, Florida.

                                      EXPERTS


      The consolidated financial statements of BankAtlantic Bancorp, Inc. and
subsidiaries as of December 31, 1998 and 1997, and for each of the years in the
three-year period ended December 31, 1998, have been incorporated by reference
herein and in the registration statement on Form S-3 in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.


                        WHERE YOU CAN FIND MORE INFORMATION

      We file reports, proxy statements, and other information with the SEC. You
can read and copy these reports, proxy statements, and other information
concerning BankAtlantic Bancorp at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the Public Reference Room. The SEC maintains an internet
site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC, including BankAtlantic Bancorp. Our Class A common stock is quoted on
the New York Stock Exchange and our Class B common stock is quoted on the Nasdaq
Stock Market's National Market System. These reports, proxy statements and other
information are also available for inspection at the offices of the New York
Stock Exchange, 20 Broad Street, New York City, New York 10005, and the National
Association of Securities Dealers, Inc., Report Section, 1735 K Street N.W.,
Washington, D.C. 20006.

      We have filed a registration statement on Form S-3 with the SEC covering
the investment notes offered by this prospectus. This prospectus, which forms a
part of the registration statement, does not contain all of the information
included in the registration statement. For further information about us and the
investment notes you should refer to the registration statement and its
exhibits. You can obtain the full registration statement from the SEC as
indicated above, or from us.
                                       26
<PAGE>
      The SEC allows us to "incorporate by reference" the information we file
with the SEC. This permits us to disclose important information to you by
referring to these filed documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference:

o     our Annual Report on Form 10-K for the year ended December 31, 1998, filed
      with the SEC on March 26, 1999,

o     our Amendment to Annual Report on Form 10-K/A for the year ended December
      31, 1998, filed with the SEC on April 30, 1999,

o     our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
      June 30, 1999 and September 30, 1999, filed with the SEC on May 12, 1999,
      August 12, 1999 and November 15, 1999, respectively, and

o     any future filings made with the SEC under Sections 13(a), 13(c), 14 or
      15(d) under the Securities Exchange Act of 1934 until we sell all of the
      investment notes.

      You may request a copy of these filings at no cost by writing or
telephoning us at the following address:

                            Corporate Communications
                              BankAtlantic Bancorp
                           1750 East Sunrise Boulevard
                         Fort Lauderdale, Florida 33304
                                 1-800-909-6467

      You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of the investment notes in any state where the offer is not permitted. You
should not assume that the information in this or any prospectus supplement is
accurate as of any date other than the date on the front of those documents.

                                       27
<PAGE>

                          TABLE OF CONTENTS
                                                                         PAGE

Prospectus Summary......................................................   4
Financial Highlights....................................................   8
Selected Consolidated Financial Data of
 BankAtlantic Bancorp, Inc. and Subsidiaries............................   9
Risk Factors............................................................  11
Use of Proceeds.........................................................  18
Forward-Looking Statements..............................................  18
Description of the Investment Notes Offered and Indenture...............  18
Plan of Distribution....................................................  26
Legal Matters...........................................................  26
Experts.................................................................  26
Where You Can Find More Information.....................................  26

                                   [BBC LOGO]

                                  $150,000,000

                          Subordinated Investment Notes
                                ----------------
                                   PROSPECTUS
                                ----------------

                           BankAtlantic Bancorp, Inc.
                                P.O. Box 101270
                            Ft. Lauderdale, FL 33310
                                 1-800-909-6467

                                January ___, 2000

                                       28
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

      The following table sets forth the expenses to be paid by BankAtlantic
Bancorp, Inc. (the "Registrant") in connection with the offering. All of the
amounts shown are estimates except the SEC registration fee.

SEC Registration Fee .........................................     $ 39,600
Legal Fees and Expenses ......................................      200,000
Trustee and Registrar Fees and Expenses ......................       70,000
Accounting Fees and Expenses .................................       75,000
Printing and Mailing Expenses ................................      100,000
Blue Sky Fees and Expense ....................................        5,000
Marketing Expenses ...........................................      450,000
Miscellaneous Expenses .......................................       60,000
                                                                   --------
TOTAL FEES AND EXPENSES ......................................     $999,600
                                                                   ========

ITEM 15.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 607.0850 of the Florida Business Corporation Act and the Articles
of Incorporation and Bylaws of the Registrant provide for indemnification of the
Registrant'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 Registrant 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.

ITEM 16.  EXHIBITS

      The following exhibits either are filed herewith or were previously filed,
as indicated below:

EXHIBITS    DESCRIPTION

4     Form of Indenture with respect to the Registrant's Subordinated Investment
      Notes.*

5     Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.*

12    Statement regarding computation of earnings to fixed charges.*

23.1  Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
      (included in Exhibit 5).*

23.2  Consent of KPMG LLP.

24    Power of Attorney.*

25.1  Form T-1: Statement of Eligibility of Trustee.*

99    Form of Advertising Materials and Order Form.
____________________________
* Previously Filed.

                                      II-1
<PAGE>
ITEM 17.  UNDERTAKINGS

(1)          The undersigned Registrant hereby undertakes:

     (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 Registrant 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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
Registrant pursuant to the foregoing provisions under Item 15, or otherwise, the
Registrant has 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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-2
<PAGE>
(4)          The undersigned Registrant hereby undertakes that:

     (a) For purposes of determining any liability under the Securities Act, the
     information omitted from the form of prospectus filed as part of this
     Registration Statement in reliance upon Rule 430A and contained in a form
     of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
     497(h) under the Securities Act shall be deemed to be part of this
     Registration Statement as of the time it was declared effective.

     (b) For the purpose of determining any liability under the Securities Act,
     each post-effective amendment that contains a form of prospectus 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.

                                      II-3
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Lauderdale, State of Florida, on the 13th day
of January, 2000.

                                     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, this
Registration Statement 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    January 13, 2000
- --------------------               Chief Executive Officer
Alan B. Levan                      and President

*                                  Vice-Chairman of the     January 13, 2000
- --------------------               Board
John E. Abdo

/S/ FRANK V. GRIECO                Senior Executive Vice    January 13, 2000
- --------------------               President and Principal
Frank V. Grieco                    Financial and Accounting
                                   Officer

*                                  Director                 January 13, 2000
- --------------------
Steven M. Coldren

*                                  Director                 January 13, 2000
- --------------------
Bruno DiGiulian

*                                  Director                 January 13, 2000
- --------------------
Mary E. Ginestra

*                                  Director                 January 13, 2000
- --------------------
Jarett S. Levan

*                                  Director                 January 13, 2000
- --------------------
Ben A. Plotkin

*                                  Director                 January 13, 2000
- --------------------
Ira Siegel
                                      II-4
<PAGE>
SIGNATURE                           TITLE                   DATE

*                                   Director                January 13, 2000
- --------------------
Charlie C. Winningham, II

*By:/S/ALAN B. LEVAN
    ----------------
       Alan B. Levan
       Attorney-in-fact

                                      II-5
<PAGE>
                                INDEX TO EXHIBITS
EXHIBIT     DESCRIPTION

23.2        Consent of KPMG LLP.

99          Form of Advertising Materials and Order Form.

                                      II-6

                              Accountant's Consent

The Board of Directors
BankAtlantic Bancorp, Inc.:

We consent to the use of our reports incorporated herein by reference herein and
to the reference to our firm under the heading of "Experts" in the prospectus.


                                                                  KPMG LLP
Ft. Lauderdale, Florida
January 13, 2000

If you require further assistance, please call 1-800-909-6467.

At your  request,  BankAtlantic  Bancorp  is  pleased  to  provide  you with the
enclosed information for your review.

What's Inside:
o Investor Order Form
o Reply Envelope
o Questions and Answers
o Prospectus
o Prospectus Supplement

Postmaster Deliver to Following Addressee

Dear Investor:

BankAtlantic Bancorp is pleased to enclose for your review a prospectus relating
to its Investment Note Offering.

BankAtlantic  Bancorp Investment Notes offer an attractive term and fixed rate -
and interest payments can be paid monthly, quarterly, semiannually,  annually or
at maturity.

We hope you will  consider  investing  in our  Investment  Notes as part of your
investment  strategy.  But  before  investing,  you  should  read  the  attached
prospectus  carefully,  including the "Risk Factors".  To invest in BankAtlantic
Bancorp  Investment  Notes,  simply  complete,  sign and mail the Investor Order
Form, along with your check made payable to BankAtlantic Bancorp in the enclosed
postage paid envelope.

Please feel free to call us at 1-800-909-6467 with any questions you may have.

(Logo)

P.O. Box 8608 o Ft. Lauderdale, FL  33310-9978

Investor Order Form

(Place in the Prepaid Envelope)

If you need assistance in completing the order form, please call 1-800-909-6467.

                                      -1-
<PAGE>
Investor:  Please  indicate your investment  order below.  Fill in all terms and
amounts.

Enclosed  is my check for the  purchase  of a  BankAtlantic  Bancorp  Investment
Note(s) ($10,000 minimum per note).  Please check one of the following  interest
payment options:

[ ]  Monthly  [ ]  Quarterly  [ ]  Semiannually  [ ] Annually  [ ]  At Maturity

The total of my Investment  Note purchase is $ _____________  ($10,000  minimum,
$1,000 increments thereafter).

Investor: Please print all information below to complete your order.

Registration Information:

Registered Owner: ________________________________   SSN/EIN: __________________

Telephone Number:  (      ) _______________________  Date of Birth: ____________

Street Address: ________________________________________________________________

City: _____________________________________   State: ___________  Zip:  ________

Second Joint Owner (if applicable): ___________________   SSN: _________________

Beneficiary Name: _____________________________  Beneficiary SSN: ______________

Custodian's Name (only one allowed by law):_____________________________________

Minor's Name: _______________________________       Minor's SSN: _______________
(under the Uniform Gifts to Minors Act)

Signature Verification

Under penalties of perjury, I certify that:

1.   The social security number on this form is correct.

2.   I have received the  prospectus and understand  that  BankAtlantic  Bancorp
     Investment  Notes are not bank  savings  or  deposit  accounts  and are not
     insured by the U.S. Government or any instrumentality thereof.

                                      -2-
<PAGE>
3.   I am not  subject  to backup  withholding,  either  because I have not been
     notified by the Internal Revenue Service (IRS), that I am subject to backup
     withholding  as a result of a failure to report all interest or  dividends,
     or  the  IRS  has  notified  me  that  I am no  longer  subject  to  backup
     withholding.  Only  cross  out  subpart  (3) if you are  subject  to backup
     withholdings.

4.   I am a bona fide resident of the state listed above.

Signature of Registered Owner: __________________________  Date: _______________

Joint Signature (if applicable): ____________________________  Date: ___________

Payment Instructions:

        Make your check payable to:             BankAtlantic Bancorp
                                                P.O. Box 8608
                                                Ft. Lauderdale, FL  33310-9978

Frequently Asked Questions About BankAtlantic Bancorp Investment Notes

Question:      What are BankAtlantic Bancorp Investment Notes?

Answer:        BankAtlantic Bancorp Investment Notes are unsecured  subordinated
               notes issued by  BankAtlantic  Bancorp.  The Notes represent debt
               obligations of BankAtlantic Bancorp.

Question:      Who is BankAtlantic Bancorp?

Answer:        BankAtlantic Bancorp is a bank holding company which owns 100% of
               BankAtlantic,  a $4 billion bank and one of the largest financial
               institutions headquartered in Florida.

Question:      Are these notes insured?

Answer:        The Notes are not  certificates of deposit or insured by the FDIC
               or any other  government or private  entity.  They are,  however,
               obligations of BankAtlantic Bancorp.

Question:      Is BankAtlantic Bancorp a public company?

Answer:        Yes.  BankAtlantic  Bancorp is a public  company  and its class A
               common stock is traded on the New York Stock  Exchange  under the
               symbol "BBX".
                                      -3-
<PAGE>
Question:      How big is BankAtlantic Bancorp?

Answer:        At September  30, 1999,  on a  consolidated  basis,  BankAtlantic
               Bancorp, had total assets of $4.0 billion, total deposits of $2.1
               billion,  total  stockholder  equity  of $237.0  million  and net
               income for the nine months of $26.9 million.

Question:      What are the investment requirements?

Answer:        BankAtlantic  Bancorp  Notes are offered at a minimum of $10,000.
               However, you can invest $16,000,  $17,000,  $25,000,  $100,000 or
               any  amount you wish in  additional  increments  of  $1,000.  The
               enclosed  prospectus  and  prospectus   supplement  describe  our
               Investment  Notes.  Please read all  material to make an informed
               decision.

Question:      Can I invest in BankAtlantic  Bancorp Notes through my IRA, Keogh
               or SEP?

Answer:        You can  invest in  BankAtlantic  Bancorp  Notes  through  IRA's,
               Keogh's,  SEP's,  and  other  qualified  plans.  You may use your
               current  trustee or  custodian  if they  permit.  You may wish to
               consult a financial  advisor and should  review the risk  factors
               before making such an investment.

Question:      Can my interest be paid to me on a current basis?

Answer:        Yes, you may elect to have your interest on your Investment Notes
               paid to you  monthly,  quarterly,  semiannually,  annually  or at
               maturity.

Question:      May I redeem  my  BankAtlantic  Bancorp  Investment  Note  before
               maturity?

Answer:        Redemption  will be permitted prior to maturity only in the event
               of death or, in certain cases,  total  permanent  disability of a
               registered  owner, or joint owner when death or disability occurs
               more than a year prior to maturity.

Question:      What fees or commissions will I pay?

Answer:        Absolutely  none.  There  are no  fees  or  commissions.  You pay
               nothing  extra and  nothing  is  deducted.  Every  dollar of your
               investment will earn interest. However, an annual maintenance fee
               may be charged by the custodian for IRA/Keogh/SEP accounts.

Question:      How do I invest?
                                      -4-
<PAGE>
Answer:        It's  easy.   After   reviewing  the  prospectus  and  prospectus
               supplement,  simply  complete and sign the  Investor  Order Form.
               Please be certain to indicate  how often you want to receive your
               interest payments. Return the Investor Order Form along with your
               check,  payable to  BankAtlantic  Bancorp  in the  self-addressed
               stamped envelope provided.

Question:      When will I receive confirmation of my investment?

Answer:        You will receive a receipt for your investment  approximately two
               weeks after it is received.


(This brochure is neither an offer to sell nor a solicitation of an offer to buy
securities.  Such an  offer  can  only be made by  prospectus  accompanied  by a
current prospectus supplement. Investments should be made only after full review
of all risk factors contained in the prospectus).

Supplement

BankAtlantic Bancorp Subordinated
Investment Notes

Prospectus Supplement Dated ______________________

Term*      Rate*
Months

The interest rate for the Investment Notes are available through _______________
$10,000 Minimum for Investment Notes, additional amounts in $1,000 increments
for more information, call 1-800-909-6467

(Logo)
P.O. Box 8608

Ft. Lauderdale, FL  33304-9978

BankAtlantic  Bancorp is a public company and our class A common stock is traded
on the New York Stock Exchange under the symbol "BBX"

                                      -5-
<PAGE>
An offer can only be made by the prospectus dated __________________,  delivered
in conjunction with this prospectus  supplement dated. See "Risk Factors" in the
prospectus  for a  discussion  of factors  which  should be  considered  with an
investment in the Investment Notes.

* The interest  rates and term for the  Investment  Notes are available  through
__________________________.

BankAtlantic  Bancorp has the right to reject any order in its sole  discretion.
Payments must be made in cashier  checks,  money order or checks drawn on United
States Banks.

Advertisment

Term*               Rate*

Months

This interest rate is available through ____________________

$10,000 minimum investment (additional increments of $1,000)

Fixed Rate

No fees or commissions

Interest paid monthly, quarterly,
semiannually, annually or at maturity

For a prospectus and a free information kit call
(Logo)

1-800-909-6467

BankAtlantic Bancorp is a public company. It's class A common stock is traded on
the New York Stock Exchange under the symbol "BBX"

Subordinated  investment notes represent  obligations of the company and are not
certificates of deposits or insured by the FDIC or any government  entity.  This
announcement  is neither an offer to sell nor a solicitation  of an offer to buy
subordinated investment notes. This offer is made by prospectus only.

                                      -6-


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