SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
THE SECURITIES EXCHANGE ACT OF 1934
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
BANKATLANTIC BANCORP, INC.
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(Name of Subject Company (Issuer))
BANKATLANTIC BANCORP, INC., (ISSUER)
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(Name of Filing Persons)
5.625% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2007
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(Title of Class of Securities)
065908AC9
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(CUSIP Number of Class of Securities)
ALAN B. LEVAN
CHIEF EXECUTIVE OFFICER
BANKATLANTIC BANCORP, INC.
1750 EAST SUNRISE BOULEVARD
FORT LAUDERDALE, FLORIDA 33304
(954) 760-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Please send copies of all communications to:
Alison W. Miller, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2500
Miami, Florida 33130
CALCULATION OF FILING FEE
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Transaction Valuation(1) Amount of Filing Fee
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$18,250,000 $3,650
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(1) For purposes of calculating the filing fee pursuant to Rule 0-11 of the
Securities Exchange Act of 1934, the market value of the 5.625% Convertible
Subordinated Debentures due 2007 proposed to be acquired is based on the amount
of cash to be paid for such securities.
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[ ] Check box if any part of the fee is offset as provided in Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration number, or the Form or Schedule and
the date of its filing.
Amount Previously Paid: Filing Party:
Form or Registration No.: Date Filed:
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
<PAGE>
INTRODUCTORY STATEMENT
This Issuer Tender Offer Statement on Schedule TO (the "Statement") is
being filed with the Securities and Exchange Commission by BankAtlantic Bancorp,
Inc., a Florida corporation (the "Company"), in connection with a tender offer
(the "Tender Offer") by the Company for up to $25 million aggregate principal
amount of its 5.625% Convertible Subordinated Debentures due 2007 (the
"Debentures"). Copies of the Offer to Purchase and Letter of Transmittal are
attached hereto as Exhibits (a)(1) and (a)(2), respectively. Pursuant to General
Instruction F to Schedule TO, information contained in the Offer to Purchase is
hereby incorporated by reference in the answers to items of this Statement.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Purchase under the caption
"Summary Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the Company is BankAtlantic Bancorp, Inc., which
is the issuer of the Debentures subject to the Tender Offer.
The Company's principal executive offices are located at 1750
East Sunrise Boulevard, Fort Lauderdale, Florida 33304. The
telephone number for the Company is (954) 760-5000. Reference
is made to the information set forth in the Offer to Purchase
under the caption "The Company," which information is
incorporated herein by reference.
(b) The securities which are the subject of the Tender Offer are
the 5.625% Convertible Subordinated Debentures due 2007 of the
Company. The Company is offering to purchase up to $25 million
of the $74.217 million aggregate principal amount of
Debentures outstanding at August 28, 2000 for a cash purchase
price of $730 per $1,000 principal amount, plus accrued and
unpaid interest from June 1, 2000 up to, but not including,
the date of payment. Reference is made to the information set
forth on the cover page of the Offer to Purchase and in the
Offer to Purchase under the caption "The Debentures," which
information is incorporated herein by reference.
(c) The Debentures are currently listed for quotation on the
Nasdaq SmallCap Market ("NASDAQ") under the symbol "BANCH."
Reference is made to the information set forth in the Offer to
Purchase under the captions "The Debentures" and "Market and
Trading Information," which information is incorporated herein
by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The Company is the only filing person. The Company's name,
business address and business telephone number are set forth
in response to Item 2(a) of this Statement.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i)-(ii) The information set forth on the cover of the Offer
to Purchase and under the caption "The Tender
Offer--Principal Terms of the Tender Offer" is
incorporated herein by reference.
(iii) The information set forth on the cover of the Offer
to Purchase and under the caption "The Tender
Offer--Expiration Date; Extension; Termination;
Amendments" is incorporated herein by reference.
(iv) Not applicable.
(v) The information set forth in the Offer to Purchase
under the caption "The Tender Offer--Expiration Date;
Extension; Termination; Amendments" is incorporated
herein by reference.
(vi) The information set forth in the Offer to Purchase
under the caption "The Tender Offer--Withdrawal of
Tenders" is incorporated herein by reference.
(vii) The information set forth in the Offer to Purchase
under the captions "The Tender Offer--Procedures for
Tendering Debentures" and "The Tender
Offer--Withdrawal Rights" are incorporated herein by
reference.
(viii) The information set forth in the Offer to Purchase
under the caption "The Tender Offer--Acceptance of
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Debentures for Purchase; Payment for Debentures;
Maximum Tender Amount and Pro Rata Acceptance" is
incorporated herein by reference.
(ix) The information set forth in the Offer to Purchase
under the caption "The Tender Offer--Acceptance of
Debentures for Purchase; Payment for Debentures;
Maximum Tender Amount and Pro Rata Acceptance" is
incorporated herein by reference.
(x) The information set forth in the Offer to Purchase
under the caption "Certain Federal Income Tax
Consequences" is incorporated herein by reference.
(xi) Not applicable.
(xii) The information set forth in the Offer to Purchase
under the caption "Certain Federal Income Tax
Consequences" is incorporation by reference.
(a)(2) Not applicable.
(b) To the best knowledge of the Company, no Debentures
are to be purchased from any officer, director or
affiliate of the Company.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) Not applicable.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a)-(b) The information set forth in the Offer to Purchase
under the caption "The Tender Offer--Background and
Purpose of the Tender Offer" is incorporated herein
by reference.
(c)(1) Not applicable.
(2) Not applicable.
(3) The information set forth in the Offer to Purchase
under the captions "Risk Factors-- Substantial
Leverage," "Source and Amount of Funds" and "Recently
Announced Transactions" is incorporated herein by
reference.
(4) Not applicable.
(5) Not applicable.
(6) Not applicable.
(7) Not applicable.
(8) Not applicable.
(9) The information set forth in the Offer to Purchase
under the caption "The Tender Offer" is incorporated
herein by reference.
(10) Not applicable.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Purchase
under the captions "Source and Amount of Funds" is
incorporated herein by reference.
(b) The information set forth in the Offer to Purchase
under the captions "Risk Factors--Substantial
Leverage" and "Source and Amount of Funds" is
incorporated herein by reference.
(d)(1)-(2) The information set forth in the Offer to Purchase
under the caption "The Tender Offer--Source and
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Amount of Funds" is incorporated herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) Not applicable.
(b) During the 60 day period prior to the date of this
initial filing with the Securities and Exchange
Commission, the following purchases of the Debentures
were made by the Company in open market transactions.
<TABLE>
<CAPTION>
Total Price Per
Principal Amount $1,000 Principal
Person Date of Debentures Amount of Debentures
------ ---- ------------- --------------------
<S> <C> <C> <C>
BankAtlantic Bancorp, Inc. July 10, 2000 $300,000 $655
August 7, 2000 250,000 655
August 16, 2000 150,000 655
</TABLE>
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the Offer to Purchase
under the captions "Depositary," "Fees and Expenses,"
"Information Agent" and "Miscellaneous" is
incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) Not applicable.
(2) Not applicable.
(3) Not applicable.
(4) Not applicable.
(5) Not applicable.
(b) The information set forth in the Offer to Purchase
and the Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(1) and (a)(2),
respectively, is incorporated herein by reference.
<PAGE>
ITEM 12. EXHIBITS.
99 (a)(1) Offer to Purchase dated August 30, 2000.
(2) Form of Letter of Transmittal.
(3) Notice of Guaranteed Delivery.
(4) Form of Letter to Holders of Debentures.
(5) Form of Letter to Broker, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(6) Form of Letter to Clients.
(7) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(8) Press Release, dated August 30, 2000.
99 (b)(1) Indenture with respect to the Company's Subordinated
Investment Notes (incorporated by reference to
Exhibit 4 to the Company's Registration Statement on
Form S-3, filed with the Securities and Exchange
Commission on December 20, 1999).
(2) Loan Agreement, dated as of August 24, 2000 by and
between BankAtlantic Bancorp, Inc., a Florida
corporation, and Columbus Bank and Trust Company, a
Georgia banking corporation.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
BANKATLANTIC BANKCORP, INC.
/s/ ALAN B. LEVAN
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Name: Alan B. Levan
Title: Chief Executive Officer
Dated: August 30, 2000
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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99 (a)(1) Offer to Purchase dated August 30, 2000.
(2) Form of Letter of Transmittal.
(3) Notice of Guaranteed Delivery.
(4) Form of Letter to Holders of Debentures.
(5) Form of Letter to Broker, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(6) Form of Letter to Clients.
(7) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(8) Press Release, dated August 30, 2000.
99 (b)(2) Loan Agreement, dated as of August 24, 2000 by and
between BankAtlantic Bancorp, Inc., a Florida
corporation, and Columbus Bank and Trust Company, a
Georgia banking corporation.
