-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TcKU3BoOtDUd4g48XFepWycIaArOvJwojB9IOFhA+66BHDhEf4GcDqe9kRMCBjiM HXMEPQppbDPsRT0d/92ePw== 0000921768-00-000005.txt : 20000502 0000921768-00-000005.hdr.sgml : 20000502 ACCESSION NUMBER: 0000921768-00-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKATLANTIC BANCORP INC CENTRAL INDEX KEY: 0000921768 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 650507804 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-13133 FILM NUMBER: 614391 BUSINESS ADDRESS: STREET 1: 1750 E SUNRISE BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 BUSINESS PHONE: 9547605000 MAIL ADDRESS: STREET 1: 1750 EAST SUNRISE BOULEVARD CITY: FORT LAUDERVALE STATE: FL ZIP: 33304 10-K/A 1 FORM 10K/A 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 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. 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.
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) ----------------------------------------------- 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. (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.
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:
Name Age Position --------------------------- --------- --------------------------------------------------------------------- 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.
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. 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:
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 ---------------------------------------------------------------------------------------------------------------------------- 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 (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 $1.1 million deferred account in the BankAtlantic Bancorp-Ryan Beck Deferred Compensation Plan. (d) Mr. Plotkin became an Executive Officer of the Company in connection with the Company's acquisition of Ryan, Beck & Co. on June 30, 1998. Accordingly, amounts shown in the table for Mr. Plotkin reflect only amounts paid to Mr. Plotkin during the period from July 1, 1998 to December 31, 1998.
OPTIONS GRANTS TABLE The following table sets forth information concerning individual grants of stock options to the named executives in the Summary Compensation Table pursuant to the Company's 1996 and 1998 Stock Option Plans during the fiscal year ended December 31, 1999. The Company has not granted and does not currently grant stock appreciation rights.
Individual Grants Potential Realizable ---------------------------------------------------- Value at Assumed Number of % of Total Annual Rates of Stock Securities Options Price Appreciation Underlying Granted to Exercise for Option Term (2) Options Employees in Price Per Expiration --------------------- Name Granted (1) Fiscal Year Share Date 5%($) 10%($) ---- ---------- ------------ --------- ---------- ------- ------- 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 --------------- (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.
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.
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 ----------------- ------------ ------------ -------- -------- -------- -------- ----------- ------------- 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 (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.
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. 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.
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 ---------------------------------- -------------- ------------- ------------- ------------ 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. (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.
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.
Highest Outstanding Amount Outstanding Balance at Interest Name and Capacity in Which Served Since January 1, 1999 March 1, 2000 Rate - --------------------------------- --------------------- ------------- -------- Jean E. Carvalho, Executive Vice President $ 80,947 $ 0 (1) Charlie C. Winningham II, Director 177,319 162,015 7.50% * - ------------------ * Denotes preferential rate (1) Equity credit line is prime plus 1% and first mortgage loan bears a with preferential employee rate of 8.75%
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 -----END PRIVACY-ENHANCED MESSAGE-----