BANKATLANTIC BANCORP INC
8-K, 2000-08-31
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                        ---------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934
                        ---------------------------------


                                 Date of Report

                                 August 30, 2000
                                 ---------------
                        (Date of earliest event reported)


                           BankAtlantic Bancorp, Inc.
             (Exact name of registrant as specified in its Charter)


             Florida                    34-027228            65-0507804
-------------------------------      ---------------       --------------
(State of other jurisdiction or     (Commission File      (IRS Employer
incorporation or organization)           Number)           Identification
                                                               No.)

     1750 East Sunrise Blvd.
    Ft. Lauderdale, Florida                               33304
-------------------------------                        ------------
(Address of principal executive                         (Zip Code)
             offices)

                                 (954) 760-5000
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)



<PAGE>


ITEM 5.  OTHER EVENTS.

     On August 30, 2000,  BankAtlantic  Bancorp,  Inc. (the "Company") announced
its tender  offer for up to $25  million in  principal  amount of the  Company's
outstanding   5.625%   Convertible   Subordinated   Debentures   due  2007  (the
"Debentures") for a cash price of $730 per $1,000 principal amount of Debentures
plus accrued and unpaid interest from June 1, 2000 up to, but not including, the
date of payment. The closing price of the Debentures on August 28, 2000 was $650
per $1,000 principal amount. If more than $25 million of the approximately $74.2
million of outstanding  Debentures are tendered,  and the Company chooses not to
purchase all such Debentures,  the Company will purchase the Debentures on a pro
rata basis. The tender offer is subject to certain conditions and will expire at
5:00 p.m., New York City time, on September 28, 2000.  The  Debentures  trade on
the Nasdaq SmallCap Market under the symbol "BANCH."

     The Company  expects to finance the tender offer from (i) proceeds from the
sale of the current offering of its Subordinated  Investment Notes, (ii) amounts
available under a $20 million revolving credit facility (the "Credit  Facility")
and (iii) funds from working  capital.  The Company obtained the Credit Facility
from an unaffiliated financial institution.  The Credit Facility is secured by a
security interest in all of the outstanding  stock of the Company's  subsidiary,
BankAtlantic, A Federal Savings Bank. The Credit Facility has a three-year term,
bears  interest  at an  annual  rate  equal  to the  prime  rate of the  lending
institution  from time to time  minus 50 basis  points  and  contains  customary
covenants,  including  financial  covenants  relating to regulatory  capital and
maintenance of certain loan loss reserves at BankAtlantic.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     (c)      Exhibits.

        99.1   Press Release of the Company relating to the tender offer for the
               Debentures  issued on August 30, 2000  (incorporated by reference
               to Exhibit  99(a)(8) to the Company's  Tender Offer  Statement on
               Schedule TO, filed with the SEC on August 30, 2000).

        99.2   Loan Agreement (Credit Facility), dated as of August 24, 2000, by
               and  between  the Company  and  Columbus  Bank and Trust  Company
               (incorporated  by reference to Exhibit  99(b)(2) to the Company's
               Tender  Offer  Statement  on Schedule  TO,  filed with the SEC on
               August 30, 2000).



<PAGE>


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                      BANKATLANTIC BANCORP, INC.



Date: August 31, 2000                 By: /s/ Alan B. Levan
---------------------                     ----------------------------
                                      Name:   Alan B. Levan
                                      Title:  Chief Executive Officer






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