SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10K/A
[X] Amendment to Application or Report Filed Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934 [No Fee Required]
For the year ended December 31, 1999
Commission File Number
34-027228
BANKATLANTIC BANCORP, INC.
(Exact name of registrant as specified in its Charter)
United States of America 65-0507804
------------------------ ----------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1750 East Sunrise Boulevard
Ft. Lauderdale, Florida 33304
----------------------- -----
(Address of principal executive offices) (Zip Code)
(954) 760-5000
--------------
(Registrant's telephone number, including area code)
AMENDMENT NO. 1 TO ANNUAL REPORT ON FORM 10K
<PAGE>
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for the
year ended December 31, 1999, as set forth in the pages attached hereto:
Add the following items to Part III:
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions.
Such items are attached hereto.
<PAGE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names of the directors of the Company.
The table contains certain information with respect to the directors, including
the principal occupation or employment for at least the previous five years, his
or her positions or offices at the Company, BankAtlantic or Ryan Beck & Co. and
the number and percentage of shares of the Company's Class A and Class B Common
Stock beneficially owned by each director as of March 1,
2000.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership as
of March 1, 2000
-------------------------
Percent Percent
First of of
Became Class A Class B Class A Class B
a Common Common Common Common
Age Director Stock Stock Stock Stock
--- -------- --------- --------- ------- -------
Name and Principal Occupation or Employment (1) (5)
-----------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BRUNO DIGIULIAN. . . . . . . . . . . . . . . . 66 1985 72,893 (4)(6) 48,425 (4)(6) * *
Of counsel, Ruden McClosky Smith Schuster &
Russell, P.A., a law firm.
ALAN B. LEVAN (7) . . . . . . . . . . . . . . 55 1984 8,331,729 (2)(6) 5,483,352 (2)(6) 26.29 52.20
Chairman of the Board, Chief Executive Officer
and President of the Company and BankAtlantic.
Elected as an officer of BankAtlantic in 1987.
President, Chairman of the Board and Chief
Executive Officer of BFC Financial Corporation.
BEN A. PLOTKIN . . . . . . . . . . . . . . . . 44 1998 217,699 (6) 100 * *
Chairman, President and Chief Executive Officer
of Ryan Beck & Co. since January 1997, Senior
Executive Vice President, from January 1996
through 1997 and Executive Vice President,from
December 1990 through January 1996.
JARETT S. LEVAN (7) . . . . . . . . . . . . . 26 1999 144 (8) 0 (8) * *
Corporate Secretary of the Company and Bank-
Atlantic since January 1999. Jarett Levan
joined BankAtlantic in January 1998, became
Vice President-Legal Department in September
1998, Manager - Corporate Communications in
November 1998 and in August 1999, President of
BankAtlantic.com. Jarett Levan has worked in
various departments of BankAtlantic on a part-
time basis since 1990. Jarett Levan joined
BankAtlantic after completing law school.
JOHN E. ABDO . . . . . . . . . . . . . . . . . 56 1984 20,060 (2) 395,007 (2)(6) * 3.86
Vice Chairman of the Company and BankAtlantic.
Elected as an officer of BankAtlantic in 1987.
President and Chief Executive Officer of Abdo
Companies, Director of Benihana National
Corporation and Chairman of the Board and
President of Levitt Corporation (formerly
BankAtlantic Development Corporation).
CHARLIE C. WINNINGHAM, II . . . . . . . . . . 67 1976 149,283 (3)(6) 102,751 (3)(6) * 1.03
President of C. C. Winningham Corporation, a
land surveying firm.
STEVEN M. COLDREN. . . . . . . . . . . . . . . 52 1986 40,805 (3)(6) 12,529 (3)(6) * *
Chairman and President of Business Information
Systems, Inc., a distributor of dictation,
word processing and computer equipment and
Chairman of Medical Information Systems Corp.,
a distributor of hospital computer systems.
IRA SIEGEL (8) . . . . . . . . . . . . . . . . 55 1999 0 0 * *
President of eData.com, formally president and
chief executive officer of LEXIS-NEXIS.
MARY E. GINESTRA . . . . . . . . . . . . . . . 75 1980 64,730 (6) 35,854 (6) * *
Private Investor
- ----------------------------
* Less than one percent of the class.
<PAGE>
<FN>
(1) Except as otherwise indicated, there has been no change in principal
occupation or employment during the past five years.
(2) Mr. Alan Levan has sole voting and investment power with respect to
83,294 shares of Class B Common Stock and 12,831 shares of Class A
Common Stock. The security ownership indicated above for Mr. Alan Levan
includes 8,296,890 Class A common shares and 4,876,124 Class B common
shares owned by BFC (See "Security Ownership of Certain Beneficial
Owners and Management"). BFC Financial Corporation may be deemed to be
controlled by Alan B. Levan and John E. Abdo, who collectively may be
deemed to have an aggregate beneficial ownership of 61.4% of the
outstanding common stock of BFC.
(3) Shares beneficially owned by the indicated director and his wife are:
Mr. Coldren - 1,225 Class A shares, 360 Class B shares; and Mr.
Winningham - 109,703 Class A shares, 80,811 Class B shares. The
indicated director shares voting and investment power with respect to
these shares.
(4) Mr. DiGiulian's wife beneficially owns 33,313 Class A shares and
26,485 Class B shares.
(5) Indicates date of becoming a director of BankAtlantic. Each director
became a director of the Company on July 13, 1994 when BankAtlantic
completed its reorganization into a holding company structure, except
for Mr. Plotkin who became a director in 1998 and Mr. Jarett Levan who
became a director in 1999.
(6) Includes beneficial ownership of the following shares which may be
acquired within 60 days pursuant to stock options: Mr. DiGiulian -
39,580 Class A shares, 21,940 Class B shares; Mr. Coldren - 39,580
Class A shares, 12,169 Class B shares; Mrs. Ginestra - 39,580 Class A
shares, 21,940 Class B shares; Mr. Winningham - 39,580 Class A shares,
21,940 Class B shares; Mr. Plotkin - 62,329 Class A shares; Mr. Alan
Levan, 22,008 Class A shares, 526,434 Class B shares; and Mr. Abdo
263,218 Class B shares.
(7) Jarett Levan is Alan Levan's son. Jarett Levan is Trustee to various
family trusts and may be deemed to be a beneficial owner of shares of
BFC Financial Corporation.
(8) Mr. Siegel was appointed to the Board of Directors on October 1, 1999
pursuant to an agreement. The agreement was part of a strategic
alliance between the Company and eData.com and in connection with such
alliance, eData.com acquired 848,364 shares of restricted Class A
Common Stock of the Company. Mr. Siegel, the President and a Director
of eData.com, disclaims beneficial ownership of the Class A Common
Stock owned by eData.com.
</FN>
</TABLE>
<PAGE>
IDENTIFICATION OF EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES
At December 31, 1999 the following individuals were the executive
officers of the Company and/or its wholly owned subsidiary, BankAtlantic:
<TABLE>
<CAPTION>
Name Age Position
--------------------------- --------- ---------------------------------------------------------------------
<S> <C> <S>
Alan B. Levan 55 Chairman of the Board, Chief Executive Officer and President of
the Company and BankAtlantic
John E. Abdo 56 Vice Chairman of the Company and BankAtlantic, Chairman of the Board
and President of BankAtlantic Development Corporation, a wholly owned
subsidiary of BankAtlantic
Frank V. Grieco 55 Senior Executive Vice President and Chief Financial and Accounting
Officer of the Company and BankAtlantic
Jean E. Carvalho 65 Executive Vice President, Customer Service Manager of BankAtlantic
Lewis F. Sarrica 56 Executive Vice President and Chief Investment Officer of BankAtlantic
Marcia K. Snyder 45 Executive Vice President, Corporate Lending Division of BankAtlantic
Andrea J. Weiner-Allen 43 Executive Vice President, Community Banking of BankAtlantic
Jarett S. Levan 26 President of BankAtlantic.com and Corporate Secretary of the Company
and BankAtlantic.
</TABLE>
All officers serve until they resign or are replaced or removed by the
Board of Directors.
The following additional information is provided for the executive officers
shown above who are not directors of the Company:
Frank V. Grieco joined BankAtlantic in 1991 as a Senior Executive Vice
President.
Jean E. Carvalho joined BankAtlantic in December 1978 and became Executive
Vice President, Corporate Secretary in March 1997. Effective January 1, 1999 Ms.
Carvalho became the Customer Service Manager.
Lewis F. Sarrica joined BankAtlantic in April 1986 and became Executive
Vice President, Chief Investment Officer in December 1986.
Marcia K. Snyder joined BankAtlantic in November 1987 and became Executive
Vice President, Commercial Lending Division in August 1989.
Andrea J. Weiner-Allen joined BankAtlantic in May 1989 and became Executive
Vice President, Operations and Management Information Services Division in
December 1996. In January 1999 Ms. Allen became Executive Vice President,
Community Banking.
Subsequent to December 31, 1999, the following individuals became executive
officers of BankAtlantic:
James A. White, Chief Financial Officer. Mr. White was previously Executive
Vice President and Chief Financial Officer of BOK Financial Corporation.
Jay McClung, Chief Credit Officer. Mr. McClung was previously Executive
Vice President and Chief Credit Officer of Synovus Financial Corporation.
TIMELY FILING OF 16(A) REPORTS
Based solely upon a review of the copies of the forms furnished to the
Company, the Company believes that during the year ended December 31, 1999, all
filing requirements under Section 16(a) of the Securities Exchange Act of 1934
applicable to its officers, directors and greater than 10% beneficial owners
were complied with on a timely basis, except for two Form 3 reports covering
Jarett Levan and Ira Siegel. Furthermore, two Form 4 reports were filed late by
Lewis Sarrica and Bruno DiGiulian covering one transaction each.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
Officers of the Company receive no additional compensation other than
that paid by the Company's subsidiaries. The following table sets forth certain
summary information concerning compensation paid or accrued by BankAtlantic or
Ryan, Beck to or on behalf of BankAtlantic's Chief Executive Officer ("CEO") and
each of the four other highest paid executive officers (determined as of
December 31, 1999) for the fiscal years ended December 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
Long-Term Compensation
--------------------------------------
Annual Compensation Awards Payouts
-----------------------------------------------------------------------------
Other Restricted Number All
Name and Annual Stock of Stock Other
Principal Compensa- Award(s) Options LTIP Compen-
Position Year Salary Bonus tion ($) ($) Awarded Payouts sation
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Alan B. Levan - 1999 $ 372,705 $ 20,000 - - 69,000 - $ 141,467 (b)
Chairman of the 1998 370,639 - - - 60,000 149,747 (b)
Board, CEO, 1997 350,574 - - - 93,750 156,432 (b)
President
Frank V. Grieco - 1999 318,925 20,000 - - 34,500 - 1,640 (a)
Senior Executive 1998 305,724 - - - 30,000 - 2,100 (a)
Vice
President, Chief 1997 292,540 59,000 46,877 1,600 (a)
Financial and
Accounting Officer
Lewis F. Sarrica - 1999 234,834 70,000 - - 17,250 - 1,640 (a)
Executive Vice 1998 225,519 - - - 15,000 - 2,100 (a)
President, Chief 1997 210,812 31,251 23,440 1,600 (a)
Investment Officer
Marcia Snyder - 1999 208,998 95,000 - - 17,250 - 1,640 (a)
Executive Vice 1998 200,919 - - - 17,250 - 2,100 (a)
President, 1997 179,970 65,500 28,956 1,600 (a)
Corporate Lending
Ben A. Plotkin - 1999 263,688 1,025,000 - - 34,500 150,000 42,687
Chairman, President 1998 (d) 135,475 722,600 - 1,253,944(c) - - -
and Chief Executive 1997 N/A - - - - -
Officer of Ryan, Beck
& Co., Director of
the Company
<FN>
(a) BankAtlantic contributes $1,600 to its 401(k) savings plan on behalf of the
named executive for all years, and the issuance of Preferred Stock with a
value of $500 by a Real Estate Investment Trust ("REIT ") controlled by
BankAtlantic during 1998. A dividend payment for the REIT for 1999 was $40.
(b) Includes $1,600 for all years, BankAtlantic contributions to its 401(k)
savings plan on behalf of Mr. Alan Levan, Preferred Stock with a value of
$500 issued by a REIT controlled by BankAtlantic during 1998 and a $40
dividend payment for the REIT for 1999 and $139,827 in 1999, $147,647 in
1998 and $154,832 in 1997 representing the value of the benefit received by
Mr. Alan Levan in connection with premiums paid by the Company for a
split-dollar life insurance policy. See Executive Compensation -
Split-Dollar Life Insurance Plan.
(c) During the year ended December 31, 1998, Mr. Plotkin was awarded 132,237
shares of restricted Class A Common Stock which at December 31, 1998 had a
fair market value of $740,520. 109,697 of the shares were issued on June 30,
1998 under the Restricted Stock Award Plan for Key Employees of Ryan, Beck &
Co. These shares vest on June 30, 2002. 22,540 of the shares were issued
under the BankAtlantic Bancorp 1998 Restricted Stock Incentive Plan on
December 15, 1998 and had a fair market value of $127,400 on that date.
These shares vested in January 2000. During the year ended December 31, 1999
and 1998, Mr. Plotkin received $12,687 and $5,141 of dividends on the
restricted stock awards. The dividends were paid at the same dividend rate
as the Company's Class A Common Stock. On March 1, 2000 Mr. Plotkin
exchanged his 109,697 shares of restricted Class A Common Stock for the
establishment of a $1.1 million deferred account in the BankAtlantic
Bancorp-Ryan Beck Deferred Compensation Plan.
(d) Mr. Plotkin became an Executive Officer of the Company in connection with
the Company's acquisition of Ryan, Beck & Co. on June 30, 1998. Accordingly,
amounts shown in the table for Mr. Plotkin reflect only amounts paid to Mr.
Plotkin during the period from July 1, 1998 to December 31, 1998.
</FN>
</TABLE>
OPTIONS GRANTS TABLE
The following table sets forth information concerning individual grants
of stock options to the named executives in the Summary Compensation Table
pursuant to the Company's 1996 and 1998 Stock Option Plans during the fiscal
year ended December 31, 1999. The Company has not granted and does not currently
grant stock appreciation rights.
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
---------------------------------------------------- Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Options Price Appreciation
Underlying Granted to Exercise for Option Term (2)
Options Employees in Price Per Expiration ---------------------
Name Granted (1) Fiscal Year Share Date 5%($) 10%($)
---- ---------- ------------ --------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Alan B. Levan 69,000 4.49 $ 6.20 4-6-09 $274,958 $691,048
Frank V. Grieco 34,500 2.24 6.20 4-6-09 137,479 345,524
Lewis F. Sarrica 17,250 1.12 6.20 4-6-09 68,739 172,762
Marcia Snyder 17,250 1.12 6.20 4-6-09 68,739 172,762
Ben Plotkin 34,500 2.24 6.20 4-6-09 137,479 345,524
---------------
<FN>
(1) Options vest on April 6, 2004. All option grants are in Class A Common
Stock.
(2) Amounts for the named executive have been calculated by multiplying the
exercise price by the annual appreciation rate shown (compounded for the
remaining term of the options), subtracting the exercise price per share
and multiplying the gain per share by the number of shares covered by the
options. The dollar amounts under these columns are the result of
calculations based upon assumed rates of annual compounded stock price
appreciation specified by regulation and are not intended to forecast
actual future appreciation rates of the Company's stock price.
</FN>
</TABLE>
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE
The following table sets forth as to each of the named executive officers
information with respect to option exercises during 1999 and the status of their
options on December 31, 1999: (i) the number of shares of Class A and Class B
Common Stock underlying options exercised during 1999, (ii) the aggregate dollar
value realized upon the exercise of such options, (iii) the total number of
exercisable and non-exercisable stock options held on December 31, 1999 and (iv)
the aggregate dollar value of in-the-money exercisable options on December 31,
1999.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Number of Underlying Unexercised In-the-Money Options on
Class B Options on 12/31/99 12/31/99 (1)
Shares --------------------------------------- -----------------------------
Acquired Value
Upon Realized Exercisable Unexercisable
Exercise Upon ------------------ -------------------
Name of Option Exercise Class A Class B Class A Class B Exercisable Unexercisable
----------------- ------------ ------------ -------- -------- -------- -------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alan B. Levan 0 $ 0 22,008 263,217 392,264 263,217 $ 456,418 $ 433,966
Frank V. Grieco 34,500 122,476 0 97,113 207,140 131,612 168,394 216,989
Lewis F. Sarrica 0 0 0 65,811 13,575 65,811 114,116 108,503
Marcia Snyder 0 0 0 65,811 103,575 65,811 114,116 108,503
Ben A. Plotkin 0 0 53,557 0 61,019 0 0 0
<FN>
(1) Based upon fair market values of $4.13 and $5,13 at December 31, 1999 which
is the closing price for Class A and Class B Common Stock, respectively, as
reported on the New York Exchange for the Class A Common Stock and the
Nasdaq National Market for the Class B Common Stock on the last trading
date of 1999.
</FN>
</TABLE>
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors has designated Directors DiGiulian, Winningham,
Coldren and Ginestra to serve on the Compensation Committee. The Company's
executive officers are also executive officers of BankAtlantic or Ryan, Beck and
are compensated by BankAtlantic or Ryan Beck, as applicable, and receive no
additional compensation from the Company. Ryan Beck's Compensation Committee
determines how Ryan Beck executive officers are compensated.
LONG-TERM INCENTIVE PLAN
A Long-Term Incentive Compensation Plan is the primary vehicle for
providing long-term compensation to those officers who have a more direct impact
on creating shareholder value. Executive officers are eligible to receive on an
annual basis, subject to 5 year vesting, deferred compensation of $10,000 each
if certain corporate profits are achieved. The same individuals will be eligible
to receive, subject to 5 year vesting, deferred compensation of an additional
$10,000 each if higher corporate profits are achieved.
STOCK OPTIONS
Executive officers of BankAtlantic were granted stock options during 1999.
All of the stock options were granted with an exercise price equal to at least
100% of the market value of Class A Common Stock on the date of the grant. As
such, the higher the trading price of the Class A Common Stock, the higher the
value of the stock options. The granting of options is totally discretionary and
options are awarded based on an assessment of an employee's contribution to the
success and growth of the Company. Grants of stock options to executive officers
are generally made upon the recommendation of the CEO based on the level of an
executive's position with the Company, BankAtlantic or Ryan, Beck, an evaluation
of the executive's past and expected performance, the number of outstanding and
previously granted options and discussions with the executive. The Board of
Directors believes that providing executives with opportunities to acquire an
interest in the growth and prosperity of the Company through the grant of stock
options will enable the Company and BankAtlantic to attract and retain qualified
and experienced executive officers and offer additional long term incentives.
The Board of Directors believes that utilization of stock options more closely
aligns the executives' interests with those of the Company's shareholders, since
the ultimate value of such compensation is directly dependent on the stock
price.
SPLIT-DOLLAR LIFE INSURANCE PLAN
BankAtlantic adopted the Split-Dollar Life Insurance Plan (the
"Split-Dollar Plan") in 1996. Mr. Levan is the only participant in the
Split-Dollar Plan. Under the Split-Dollar Plan and its accompanying agreement
with Mr. Levan, BankAtlantic arranged for purchase of an insurance policy (the
"Policy") insuring the life of Mr. Levan. Pursuant to its agreement with Mr.
Levan, BankAtlantic will make premium payments for the Policy. The Policy is
anticipated to accumulate significant cash value over time. Mr. Levan owns the
Policy but BankAtlantic will be reimbursed for the amount of premiums the Bank
pays for the Policy upon the earlier of Mr. Alan Levan's retirement or death.
The portion of the amount paid in prior years attributable to the 1999 premium
for the insurance policy that is considered compensation to Mr. Levan is
included in the Summary Compensation Table.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Listed in the table below are the beneficial owners known by the Company to
hold as of May 31, 1999 more than 5% of the Company's outstanding common stock.
In addition, this table includes the outstanding securities beneficially owned
by the executive officers listed in the Summary Compensation Table and the
number of shares owned by directors and executive officers as a group.
<TABLE>
<CAPTION>
Class A Class B
Common Stock Common Stock Percent of Percent of
as of as of Class A Class B
Name of Beneficial Owner March 1, 2000 March 1, 2000 Common Stock Common Stock
---------------------------------- -------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
BFC Financial Corporation (1)(2)(3) 8,296,890 4,876,124 26.20 48.84
Dimensional Fund Advisors, Inc. (6) 0 703,352 * 7.05
Alan B. Levan (1)(3) 8,331,729 5,483,852 26.29 52.20
Frank V. Grieco (5) 7,609 237,834 * 2.33
Lewis F. Sarrica (5) 4,860 156,895 * 1.55
Marcia Snyder (5) 9,655 143,740 * 1.42
Ben Plotkin (4) 217,699 100 * *
All directors and executive officers
of the Company and BankAtlantic, as
a group (persons, including the
individuals identified above) 8,919,467 6,681,664 27.96% 58.59%
----------------------------------
* Less than one percent of the class.
<FN>
(1) BFC Financial Corporation may be deemed to be controlled by Alan B. Levan
and John E. Abdo who collectively may be deemed to have an aggregate
beneficial ownership of 61.4% of the outstanding common stock of BFC. Mr.
Alan Levan serves as Chairman, President and CEO of the Company,
BankAtlantic and BFC and Mr. Abdo serves as Vice Chairman of the Company,
BankAtlantic and BFC. Mr. Abdo is also Chairman of the Board and President
of BankAtlantic Development Corporation ("BDC"), a subsidiary of
BankAtlantic.
(2) BFC's and Alan Levan's mailing address is 1750 East Sunrise Boulevard, Fort
Lauderdale, Florida 33304.
(3) Mr. Alan Levan may be deemed to be the beneficial owner of the shares of
Class A and Class B Common Stock beneficially owned by BFC Financial
Corporation ("BFC"), a financial services and savings bank holding company
by virtue of Mr. Alan Levan's control of Levan Enterprises, Ltd. Mr. Alan
Levan may also be deemed to beneficially own 526,434 shares of Class B
Common Stock and 22,008 shares of Class A Common Stock which can be
acquired within 60 days pursuant to stock options and 368 shares of the
Company's Class A Common Stock and 207 shares of the Company's Class B
Common Stock held by Levan Enterprises, Ltd.
(4) Mr. Plotkin beneficially owns 94,391 shares of Class A Common Stock and 100
shares of Class B Common Stock. Mr. Plotkin is also the Trustee for the
benefit of Ross and Marc Plotkin under an irrevocable trust holding 38,151
shares of Class A Common Stock. Mr. Plotkin disclaims beneficial ownership
of 288 shares of Class A Common Stock held by his son. Mr. Plotkin may also
be deemed the beneficial owner of 8,772 shares of Class A Common Stock
which can be acquired within 60 days as a consequence of Mr. Plotkin's
ownership of the Company's 6 3/4% Convertible Subordinated Debentures and
53,557 Class A Common shares which may be acquired within 60 days pursuant
to stock options.
(5) Mr. Grieco, Mr. Sarrica and Ms. Snyder beneficially owns 228,725, 131,622
and 131,622 shares of Class B Common Stock, respectively, which can be
acquired within 60 days pursuant to stock options.
(6) Dimensional Fund Advisors, Inc.'s mailing address is 1299 Ocean Avenue,
Santa Monica, CA 90401.
</FN>
</TABLE>
<PAGE>
ITEM 13. DIRECTOR AND MANAGEMENT INDEBTEDNESS
DIRECTOR AND MANAGEMENT INDEBTEDNESS
BankAtlantic, in the ordinary course of its business, makes mortgage and
other installment loans to its employees, officers and directors. These loans
are made pursuant to normal lending criteria and in management's judgment do not
involve more than the normal risk of collectability nor present any other
unfavorable features. Employees, officers and directors of BankAtlantic, prior
to May 31, 1990, received a preferential interest rate on home mortgage loans.
Executive officers and directors have not been entitled to reduced rates or
reduced points on any new loans granted after May 31, 1990.
The following table sets forth certain information, as of March 1, 2000
with respect to loans made by BankAtlantic to its executive officers and
directors and members of their immediate families, who had aggregate borrowings
of $60,000 or greater from BankAtlantic at any time since January 1, 1999.
<TABLE>
<CAPTION>
Highest Outstanding
Amount Outstanding Balance at Interest
Name and Capacity in Which Served Since January 1, 1999 March 1, 2000 Rate
- --------------------------------- --------------------- ------------- --------
<S> <C> <C> <C>
Jean E. Carvalho, Executive Vice
President $ 80,947 $ 0 (1)
Charlie C. Winningham II, Director 177,319 162,015 7.50% *
- ------------------
* Denotes preferential rate
<FN>
(1) Equity credit line is prime plus 1% and first mortgage loan bears a with
preferential employee rate of 8.75%
</FN>
</TABLE>
<PAGE>
Pursuant to the requirement of Sections 13 and 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BANKATLANTIC BANCORP, INC.
May 1, 2000 By: /s/ James A. White
----------------------------
Executive Vice President and
Chief Financial Officer
