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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report
January 13, 2000
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(Date of earliest event reported)
BANKATLANTIC BANCORP, INC.
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(Exact name of registrant as specified in its Charter)
Florida 34-027228 65-0507804
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(State of other jurisdiction (Commission File (IRS Employer
or incorporation or Number) Identification No.)
organization)
1750 East Sunrise Blvd.
Ft. Lauderdale, Florida 33304
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(Address of principal executive (Zip Code)
offices)
(954) 760-5000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On January 13, 2000, BankAtlantic Bancorp, Inc. (the "Company") announced that
its Board of Directors had approved a corporate transaction which would result
in the redemption and retirement of the approximately 5.4 million publicly held
outstanding shares of the Company's Class B Common Stock at a price of $6.00 per
share payable in cash. The Company's Class A Common Stock would continue to
trade on the New York Stock Exchange after the transaction as the Company's sole
publicly traded common stock.
The Company currently has two publicly traded classes of common stock. In
addition to the approximately 32.4 million outstanding shares of Class A Common
Stock traded on the New York Stock Exchange, approximately 10.3 million shares
of Class B Common Stock are traded on the Nasdaq National Market. The Class B
Common Stock represents 100% of the voting rights of the Company. BFC Financial
Corporation and its affiliates currently beneficially own in excess of 50% of
the Company's Class B Common Stock. As a result of the transaction, BFC
Financial Corporation would be the sole holder of the Company's Class B Common
Stock.
The Company also announced that upon consummation of the proposed transaction it
intends to explore alternatives for granting voting rights to holders of its
Class A Common Stock. BFC Financial Corporation has indicated to the Company
that it is amenable to the adoption of such a capital structure provided that
BFC Financial Corporation's control position is not adversely affected. No
assurance can be given that such a transaction will be proposed and adopted and
if so, in what form.
The proposed transaction is subject to the approval of the holders of each of
the Company's Class A and Class B Common Stock, receipt of all required
regulatory approvals and obtaining financing for the transaction on terms
satisfactory to the Company. In connection with the proposed transaction, all
outstanding options to acquire Class B Common Stock will be terminated at an
expected pre-tax cost to the Company of approximately $4.6 million.
The Company intends to finance the transaction through the issuance of
Subordinated Investment Notes that it is currently offering for sale to the
public. The Company has filed a Registration Statement with the Securities and
Exchange Commission relating to the offering of the Subordinated Investment
Notes by the Company. Offers or sales of the Subordinated Investment Notes shall
only be made by a prospectus which can be obtained at no cost by contacting the
Company at P.O. Box 8608, Ft. Lauderdale, FL 33310-9978 or by calling
1-800-909-6467.
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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.
By: /s/Frank V. Grieco
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Frank V. Grieco
Principal Financial and Accounting
Office
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