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EXHIBIT (A)(4)
LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES FORMERLY REPRESENTING SHARES OF
CLASS B COMMON STOCK OF:
BANKATLANTIC BANCORP, INC.
This Letter of Transmittal is to be executed and returned to American
Stock Transfer & Trust Company ("AST"), the designated exchange agent (the
"Exchange Agent") for the merger (the "Merger") of BBC Sub, Inc. ("BBC Sub")
with and into BankAtlantic Bancorp, Inc. (the "Company"), along with
certificates evidencing shares of the Class B Common Stock of the Company (the
"Shares") and any other documents referred to herein, at the following address:
BY REGISTERED MAIL OR BY HAND BY OVERNIGHT MAIL
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AMERICAN STOCK TRANSFER & AMERICAN STOCK TRANSFER &
TRUST COMPANY TRUST COMPANY
[ADDRESS] [ADDRESS]
PLEASE FOLLOW CAREFULLY THE INSTRUCTIONS
SET FORTH ON PAGE 5 BELOW
To: Exchange Agent
Pursuant to the Amended and Restated Agreement and Plan of Merger,
dated as of March 29, 2000, between BBC Sub and the Company (the "Merger
Agreement"), the undersigned holder(s) of the certificate(s) formerly
representing Shares (the "Certificates") listed below herewith surrenders such
Certificate(s) (accompanied by this signed Letter of Transmittal and any other
documents required hereby) to the Exchange Agent. The undersigned hereby
instructs and authorizes you to deliver, as set forth below, in exchange for
such Certificate(s), the cash payment provided for in the Merger Agreement, and
to take all necessary action to effect such delivery. The undersigned
understands that such cash payment will be disbursed promptly by mail. Pursuant
to the terms of the Merger Agreement, holders of Shares are entitled to receive
.0000002051 of a share of Class B Common Stock of the Company as the surviving
corporation in the Merger (the "New Class B Common Stock") for every Share they
held on the effective date of the Merger. However, pursuant to the terms of the
Merger Agreement no fractional shares of New Class B Common Stock will be
issued. Pursuant to the Merger Agreement, any holder who is entitled to receive
less than one whole share of New Class B Common Stock on the effective date of
the Merger will receive, in lieu of any fractional share, a cash amount equal to
$6.00 for each Share held on the effective date of the Merger.
The undersigned hereby represents and warrants that the undersigned is
transmitting the Certificates free and clear of all liens, restrictions,
charges, encumbrances or adverse claims, and that the undersigned has full
authority to surrender such Certificates. All authority conferred herein shall
be binding upon the successors, assigns, heirs, executors, administrators and
legal representatives of the undersigned and shall not be affected by and shall
survive the death or incapacity of the undersigned. The undersigned will, upon
request, execute and deliver any additional documents required by the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or deemed necessary or
desirable by the Exchange Agent in connection with the surrender of such
Certificates.
Please make the cash payment to which the undersigned is entitled in
the name(s) shown below and forward such cash payment to the address indicated.
The undersigned understands that, without the prior written consent of the
Company, no cash payment will be made to the undersigned with respect to any
Share until the Certificate held by the undersigned and representing such Share
has been validly tendered and the undersigned has complied with the instructions
set forth herein.
ALL HOLDERS OF CLASS B COMMON STOCK MUST COMPLETE THE APPLICABLE
INFORMATION ON THE REMAINDER OF THIS LETTER OF TRANSMITTAL.
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PLEASE COMPLETE THE FOLLOWING TABLE WITH RESPECT TO THE SHARES WHICH
YOU FORMERLY OWNED:
<TABLE>
<CAPTION>
NAME(S), TAX ID OR SOCIAL SECURITY NUMBER(S) AND CERTIFICATE NUMBER OF
ADDRESSES OF REGISTERED HOLDER(S) (PLEASE PRINT) NUMBER SHARES
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<S> <C> <C>
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TOTAL NUMBER OF SHARES
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</TABLE>
<TABLE>
<CAPTION>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
<S> <C>
To be completed ONLY if the check for the cash payment To be completed ONLY is if the check for the cash payment is
to be issued and mailed to other than the registered is to be mailed to other than the registered holder(s)
holder(s) as described above. See Instructions 5 and 6. as described above.
Issue and mail the check to: Mail the check to:
Name: _______________________________________________
Address: ____________________________________________ Name: _____________________________________________
____________________________________________ Address: __________________________________________
____________________________________________ __________________________________________
(Social Security or Tax Identification Number) __________________________________________
</TABLE>
If any Certificate(s) which you own has been lost, stolen or destroyed,
check this box and see Instruction 3 below. Please fill out the remainder of
this Letter of Transmittal and indicate here the number of Shares formerly
represented by such Certificate(s):
NUMBER OF
CERTIFICATE NUMBERS SHARES
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Very Truly Yours,
<TABLE>
<S> <C>
(X)__________________________________________________ Dated:____________________________ , 2000
(X)__________________________________________________ Telephone No.: ( )
(SIGNATURE(S) OF FORMER THE COMPANY SHAREHOLDER(S)) ____ ____________________
</TABLE>
<PAGE> 3
PLEASE SIGN AND DATE ABOVE
NOTE: This Letter of Transmittal must be signed by registered holder(s)
of the Shares exactly as the name(s) appear on the Certificate(s) and documents
transmitted herewith, or the authorized representative of such registered
holder(s), or by person(s) in whose name the cash payment is to be issued. If
signing is by trustees, executors, administrators, guardians, attorneys-in-fact,
agents, officers of corporations, partners of partnerships or others acting in a
fiduciary or representative capacity, please provide the information below. In
addition, any person signing in such capacity may be requested by the Company to
deliver proper documentary evidence of the appointment and authority of such
person to so act. (See Instruction 6.) If signing is by person(s) in whose name
the check for the cash payment is to be issued, see Instruction 6.
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Name(s) (please print)
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Capacity (full title)
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Address (Including Zip Code)
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Taxpayer Identification or
Social Security No.
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Area Code and Telephone No.
MEDALLION GUARANTEE OF SIGNATURE(S)
(ONLY IF REQUIRED - SEE Instructions 5 and 6)
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Signature(s) Guaranteed by:
Title of Officer Signing this Guarantee
(Please Print)
Name of Guaranteeing Firm
(Please Print)
Address of Guaranteeing Firm_______________
(Please Print)_____________________________
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<PAGE> 4
INSTRUCTIONS AND TERMS FOR SURRENDERING CERTIFICATES
These instructions are part of the Letter of Transmittal:
1. GENERAL. This Letter of Transmittal (or a copy hereof) must be used by
the holders of Shares in connection with the surrender of Certificate. A
properly completed and duly executed Letter of Transmittal (or copy of facsimile
hereof) and any other documents required by this Letter of Transmittal, each in
a form satisfactory to the Company, must be received by the Exchange Agent at
the address of the Exchange Agent set forth herein in order to make an effective
surrender. Until all necessary steps have been taken to surrender the
Certificate(s), no cash payment shall be made.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE CERTIFICATE(S) AND ALL
OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND RISK OF THE SHAREHOLDER AND
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED.
2. INADEQUATE SPACE. If the space provided herein is inadequate, the
Certificate number(s) and the number of Shares should be listed on a separate,
signed schedule attached hereto.
3. LOST CERTIFICATE. If your Certificate(s) has been lost or destroyed,
that fact should be indicated on this Letter of Transmittal (or a copy hereof)
which should then be delivered to the Exchange Agent after being otherwise
properly completed and duly executed. In such event, the Exchange Agent will
forward additional documentation necessary to be completed in order to
effectively surrender such lost or destroyed Certificate(s). If any
Certificate(s) has been lost or destroyed an indemnity and surety bond may be
required.
4. VALIDITY OF SURRENDER; IRREGULARITIES. All questions as to validity,
form and eligibility of any surrender of Certificate(s) will be determined by
the Company, and such determination shall be final and binding. The Company
reserves the right to waive any irregularities or defects in the surrender of
any Certificate(s) and its interpretation of the terms and conditions of the
Letter of Transmittal with respect to such irregularities or defects shall be
final and binding. A surrender will not be deemed to have been validly made
until all irregularities have been cured or waived. All authority conferred or
agreed to be conferred in this Letter of Transmittal shall be binding upon the
successors, assigns, heirs, executors, administrators and legal representatives
of the signer(s) hereof.
5. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if this Letter of Transmittal is signed by the
registered holder(s) of the Certificate(s) surrendered herewith. IN ALL OTHER
CASES, all signatures on this Letter of Transmittal must be guaranteed by an
eligible guarantor institution (bank, stockbroker, savings and loan association
or credit union with membership in an approved signature guarantee medallion
program), pursuant to Rule 17Ad-15 promulgated under the Exchange Act (an
"Eligible Institution"). See Instruction 6.
6. SIGNATURES ON LETTER OF TRANSMITTAL, ENDORSEMENTS AND SPECIAL ISSUANCE
INSTRUCTIONS. If this Letter of Transmittal is signed by the registered
holder(s) of the Certificate(s) surrendered herewith, the signature(s) must
CORRESPOND EXACTLY with the name(s) as written on the face of the Certificate(s)
without alterations or any change whatsoever.
If any of the Certificate(s) surrendered herewith is owned of record by
two or more joint owners, ALL such owners must sign this Letter of Transmittal.
If any Certificates are registered in different names, it will be necessary to
complete, sign and submit as many separate Letters of Transmittal as there are
different registrations of Certificates.
If this Letter of Transmittal or any Certificate(s) is signed or
endorsed by a trustee, executor, administrator, guardian, attorney-in-fact,
agent, officer of a corporation, partner of a partnership or other person acting
in a fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to the Company for such person's
authority so to act must be submitted herewith.
When this Letter of Transmittal is signed by the registered holder(s)
of the Certificate(s) listed and transmitted herewith, no endorsements of
Certificate(s) or separate stock powers is required.
If the check for the cash payment is to be issued in the name of
someone OTHER THAN the registered holder(s) of the Certificate(s), (a) the
Certificate(s) must be duly endorsed by the registered holder(s) to the
person(s) in whose name the issuance is made, and (b) the signature(s) of the
registered holder(s) endorsing the Certificate(s) must be medallion guaranteed
by an Eligible Institution. SEE Instruction 5.
<PAGE> 5
7. TRANSFER TAXES. Transfer taxes may be payable in connection with the
cash payment hereunder only in the event that the check is to be issued to a
person other than the registered holder thereof. The person surrendering the
Certificate(s) shall pay all required transfer taxes, if any, to the Company.
8. NO CONDITIONAL SURRENDER. The Company will not accept any conditional
or contingent surrender of Certificates.
9. INQUIRIES. All inquiries with respect to this Letter of Transmittal and
requests for additional copies of this Letter of Transmittal should be made to
the Exchange Agent, at the address set forth in this Letter of Transmittal.
Questions regarding the Letter of Transmittal should be directed to the Exchange
Agent, telephone 1-800-___-____ or at the address set forth in this Letter of
Transmittal.
<PAGE> 6
IMPORTANT TAX INFORMATION
Under federal income tax laws, a shareholder whose Certificate(s) is
exchanged for cash is required by law to provide the Exchange Agent (the payer)
with his correct taxpayer identification number on Substitute Form W-9 below. If
such shareholder is an individual, the taxpayer identification number is his
social security number. If the Exchange Agent is not provided with the correct
taxpayer identification number, the shareholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such shareholder with respect to Shares exchanged for cash may be subject to
backup withholding.
Exempt shareholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. (In order to satisfy the Exchange Agent that a foreign
individual qualifies as an exempt recipient, that shareholder must submit a
statement, signed under penalties of perjury, attesting to that individual's
exempt status. Such statements can be obtained from the Exchange Agent.)
If backup withholding applies, the Exchange Agent is required to
withhold 31% of any such payments made to the shareholder. Backup withholding is
not an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT. The shareholder is required to
give the Exchange Agent the social security number or taxpayer identification
number of persons to whom checks are issued.
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PAYERS NAME
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SUBSTITUTE FORM W-9 DEPARTMENT OF THE TREASURY, INTERNAL REVENUE SERVICE
_________________ PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN).
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PART 1. PLEASE PROVIDE YOUR TIN IN THE Enter your Social Security
BOX AT RIGHT AND CERTIFY BY SIGNING or Employer ID number here:
AND DATING BELOW. ---------------------------
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Part 2: _ Check this box if you are NOT subject to backup
withholding under the provisions of section 3406(a)(1)(C)
of the Internal Revenue Code because (1) you have not
been notified that you are subject to backup withholding
as a result of failure to report all interest or
dividends or (2) the Internal Revenue Service has
notified you that you are no longer subject to BACKUP
WITHHOLDING.
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Part 3: _ Check here, if awaiting TIN.
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CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
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SIGNATURE DATE
