-----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, WsrcFrV06SFy2k6eSegJYBf1V/vXazRUDX/UMTSbYPhvMLBQnWe0rbp+apQLgan6 9uwaBnMJxTx/xb7LAotFEg== 0000950170-00-000031.txt : 20000202 0000950170-00-000031.hdr.sgml : 20000202 ACCESSION NUMBER: 0000950170-00-000031 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000114 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: S-3/A SEC ACT: SEC FILE NUMBER: 333-93139 FILM NUMBER: 507207 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 S-3/A 1 As filed with the Securities and Exchange Commission on January 14, 2000. Registration No. 333-93139 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- BANKATLANTIC BANCORP, INC. (Exact name of registrant is specified in its charter) FLORIDA 65-05070804 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification Number) 1750 EAST SUNRISE BOULEVARD FORT LAUDERDALE, FLORIDA 33304 TELEPHONE (954) 760-5000 -------------------------- (Address, including Zip Code, and telephone number, including area code, of registrant's and co-registrant's principal executive offices) ALAN B. LEVAN BANKATLANTIC BANCORP, INC. 1750 EAST SUNRISE BOULEVARD FORT LAUDERDALE, FLORIDA 33304 TELEPHONE (954) 760-5000 -------------- (Name, address, including Zip Code, and telephone number, including area code, of agent for service) Please send copies of all communications to: ALISON W. MILLER, ESQ. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. 150 WEST FLAGLER STREET, SUITE 2400 MIAMI, FLORIDA 33130 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this Registration Statement becomes effective, as determined in light of market and other conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box |X|. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering |_|. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering |_|. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box |_|. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED JANUARY 14, 2000 PROSPECTUS BANKATLANTIC BANCORP, INC. [LOGO] $150,000,000 SUBORDINATED INVESTMENT NOTES ------------------------------ This prospectus covers investment notes that we may issue from time to time. We will provide the specific terms of these securities in supplements to this prospectus. You should read this prospectus and the accompanying supplement carefully before you invest. TERMS OF SUBORDINATED INVESTMENT NOTES ________________________________________________________________________________ Annual Interest Rate Fixed at the rate indicated upon issuance. Payment of Interest Monthly, quarterly, semi-annually, annually, or at maturity at your election. ________________________________________________________________________________ Redemption Upon Request of Upon death or total permanent disability for Holder investment notes with remaining maturities greater than one year. ________________________________________________________________________________ Redemption by Company Redeemable at the principal amount unless otherwise indicated upon issuance. ________________________________________________________________________________ Maturity The period indicated upon issuance subject to renewal or extension. ________________________________________________________________________________ Transferability Only with our prior written consent. ________________________________________________________________________________ No minimum amount of investment notes must be sold in this offering. If we sell all of the investment notes offered, we will receive proceeds of approximately $149 million after paying expenses estimated to be approximately $1 million. We do not presently intend to use registered broker-dealers to assist with the sale of these securities. If we elect to use broker-dealers on a best efforts basis in connection with future sales of the investment notes, we anticipate that we will pay commissions of up to 10% of the sales price to those brokers and we may reimburse those brokers for some of their costs and expenses. If we use brokers, expenses of the offering will increase and the proceeds we receive will be less than currently estimated. The investment notes are non-negotiable, which means that you may not transfer them without our consent. There is no public trading market for these securities and it is unlikely that a trading market will develop. 1 These investment notes are unsecured obligations, which are subordinated to our senior indebtedness. YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 11 IN THIS PROSPECTUS. These investment notes are not savings or deposit accounts and the payment of principal and interest on these securities is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, private insurance fund or other entity. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or passed upon the adequacy or accuracy of this prospectus or any accompanying prospectus supplement. Any representation to the contrary is a criminal offense. -------------------- The date of this prospectus is ________________, 2000. 2 TABLE OF CONTENTS PAGE Prospectus Summary...................................................... 4 Financial Highlights.................................................... 8 Selected Consolidated Financial Data of BankAtlantic Bancorp, Inc. and Subsidiaries............................ 9 Risk Factors............................................................ 11 Use of Proceeds......................................................... 18 Forward-Looking Statements.............................................. 18 Description of the Investment Notes Offered and Indenture............... 18 Plan of Distribution.................................................... 26 Legal Matters........................................................... 26 Experts................................................................. 26 Where You Can Find More Information..................................... 26 3 SUMMARY This summary provides a brief overview of BankAtlantic Bancorp and the most significant terms of the investment notes covered by this prospectus. It does not contain all the information that you need to consider in making your investment decision. For a more complete understanding of these securities you should carefully read: o this prospectus, o the accompanying prospectus supplement, which describes the specific terms of the investment notes being offered and which may update and change information in this prospectus, and o the documents referred to in "Where You Can Find More Information" for information on BankAtlantic Bancorp, including its financial statements. BANKATLANTIC BANCORP We are a Florida-based savings bank holding company which owns BankAtlantic. BankAtlantic: o is a federally-chartered, federally-insured savings bank organized in 1952, o provides traditional retail banking services and a full range of commercial banking products and related financial services, including the following activities: o attracting checking and savings deposits from the public and general business customers, o originating commercial real estate and business loans, residential real estate loans and consumer loans, o purchasing wholesale residential loans from third parties, and o making other permitted investments such as investments in mortgage-backed securities, tax certificates and other investment securities, o currently operates through 68 branch offices located primarily in Miami-Dade, Broward, Hillsborough and Palm Beach Counties in South Florida, and o is regulated and examined by the Office of Thrift Supervision and the FDIC. Although our primary activities relate to the activities of our wholly-owned subsidiary, BankAtlantic, our other activities include: o providing investment banking services and capital raising and advisory services to the financial services industry through our wholly-owned subsidiary, Ryan Beck & Co. Ryan Beck: o was acquired by us during 1998, and o is an investment banking firm whose activities include underwriting, distributing and trading tax-exempt securities, and o engaging in real estate development and investment activities through BankAtlantic's wholly-owned subsidiary, BankAtlantic Development Corporation. BankAtlantic Development Corporation: o owns St. Lucie West Holding Corp., the developer of a master planned residential, commercial and industrial community in St. Lucie County, Florida, o has several investments in real estate development projects in South Florida, and o owns Levitt Corporation, a developer of single-family home communities and condominium and rental apartment complexes, which we acquired in December 1999. At September 30, 1999, on a consolidated basis we had: o total assets of $4.0 billion, o total deposits of $2.1 billion, o total stockholders' equity of $237.0 million, and o net income for the nine months of $26.9 million. 4 Our principal executive offices are located at 1750 East Sunrise Boulevard, Fort Lauderdale, Florida 33304. Our telephone number is (954) 760-5000. THE OFFERING Offering Amount......... We are offering up to $150 million of investment notes. No minimum amount of investment notes must be sold in the offering. We may withdraw or cancel the offering at any time. In the event of a withdrawal or cancellation, the investment notes previously sold will remain outstanding until maturity or redemption and pending orders will be irrevocable. See "Plan of Distribution." Orders.................. Your order will be irrevocable upon receipt by us. We may reject your order in whole or in part, for any reason. If we do not accept your order, we will promptly refund the funds you paid with your order without deducting any costs and without interest. Upon acceptance of an order, we will issue a transaction statement reflecting ownership to each purchaser. This statement is not a negotiable instrument, and no rights of ownership in the security may be transferred by the endorsement and delivery of the statement by the purchaser. See "Plan of Distribution." Use of Proceeds......... We intend to use the net proceeds from the offering of the investment notes for general corporate purposes, including repurchases of our common stock, repurchases or redemptions of our outstanding debt securities and acquisitions by us or our subsidiaries. Minimum Initial Purchases and Additional Purchases.............. Minimum purchase amounts will be indicated in a prospectus supplement. Interest Rate........... The interest rate will be the rate fixed upon issuance as indicated in a prospectus supplement. Payment of Interest..... We will pay simple interest on investment notes either monthly, quarterly, semi-annually, annually or at maturity, at your election. Maturity................ The maturity date will be the period indicated in a prospectus supplement. Automatic Extension..... The investment notes will be automatically extended for a period equal to the original term unless: o we notify the holder at least seven days prior to the maturity date that an extension will not be provided, o the holder elects, no earlier than ninety days and no later than sixty days prior to the maturity date, to 5 have his or her investment notes repaid at maturity, or o we have previously extended the maturity date for an additional year as described below. Each renewed investment note will continue with identical terms, unless we decide that the interest rate will be increased during the renewed term. In addition, we may elect at our discretion on one occasion to automatically extend the maturity date of your investment note for an additional one year period even if you have elected to have your investment note repaid at the maturity date. Book Entry/ Transferability....... We will issue the investment notes in book-entry form only. The investment notes will be non-negotiable and may not be transferred without our prior written consent. Optional Redemption by the Company.......... We may redeem the investment notes at our option, in whole or in part, at any time at a redemption price equal to the principal amount plus accrued interest, unless a higher price is specified in the prospectus supplement relating to the particular investment notes we are offering. Redemption Upon Request in the Event of Death or Total Disability.... Notes with maturities of one year or greater will be redeemed at the option of the holder following his or her total permanent disability, or by his or her estate after death, at the principal amount plus accrued interest. A holder will have no other right to cause redemption prior to maturity. Unsecured Obligations... The investment notes are not guaranteed or secured by any lien on any of our assets. We will not be required to contribute funds to a separate fund, such as a sinking fund, to provide funds to repay the investment notes upon maturity. Subordinated Obligations. The investment notes are junior in right of repayment, or subordinated, to our existing and future senior indebtedness. At September 30, 1999, we had no senior indebtedness outstanding. There is no limitation on the amount of senior indebtedness we may incur. See "Description of the Investment Notes Offered and the Indenture" for a description of what constitutes senior indebtedness. At September 30, 1999 we had $172.2 million of indebtedness which will rank equally in right of payment with the investment notes. Since we are a holding company, our obligations under the investment notes will be structurally subordinated to all existing and future liabilities and obligations of our subsidiaries, including deposits of BankAtlantic. See "Description of the Investment Notes Offered and the Indenture." 6 Certain Restrictions.... The indenture restricts us from paying dividends or distributions on, or purchasing or redeeming our capital stock if, at the time of the dividend declaration or the date of the redemption, purchase, payment or distribution, we are in default. We may not consolidate or merge with another entity unless: o if the other entity survives the consolidation or merger, it assumes our obligations under the indenture and, immediately after the transaction, is not in default under the indenture, or o we survive the consolidation or merger, and immediately after the transaction we are not in default under the indenture. Events of Default....... An event of default under the indenture occurs if we: o fail to pay principal or any premium on the investment notes at maturity or upon redemption, o fail to pay interest on the investment notes and the failure continues for a 30-day period, o breach any of the provisions of the indenture and the breach continues after 60 days' notice, or o reorganize or become bankrupt or insolvent in certain events. We may be required as a result of certain events of default to accelerate our payment of principal and interest on the investment notes. Periodic Statements..... We will mail to each holder no later than the tenth business day following the end of each quarter a statement detailing the current balance on each note and any accrued interest. RISK FACTORS Your investment in the investment notes will involve risk. Before making an investment decision, you should consider all of the information contained in this prospectus and a supplementary prospectus. In particular, you should carefully evaluate the risks discussed under "Risk Factors" before deciding whether an investment in these investments notes is suitable for you. 7 FINANCIAL HIGHLIGHTS (In thousands)
At or for the Nine Months Ended At or for the Years Ended December 31, September 30, ---------------------------------------------------------------------- 1999 1998 1997 1996 1995 1994 ---------- ---------- ---------- ---------- ---------- ---------- Income from Continuing Operations $ 25,691 $ 10,186 $ 23,658 $ 17,639 $ 16,264 $ 16,059 Total Stockholders Equity 236,967 240,440 207,171 147,704 120,561 105,520 Total Assets 3,970,629 3,788,975 3,064,480 2,605,527 1,750,689 1,539,653
8 SELECTED CONSOLIDATED FINANCIAL DATA OF BANKATLANTIC BANCORP, INC. AND SUBSIDIARIES
At or for the Nine Months Ended September 30, At or for the Years Ended December 31, -------------------------- ---------------------------------------------------------- 1999 1998 1998 1997 1996 1995 1994 --------- --------- --------- --------- --------- --------- --------- Operating Results: (dollars in thousands, except per share data) Net interest income $ 87,960 $ 78,274 $ 102,285 $ 94,530 $ 76,266 $ 63,921 $ 56,555 Provision for loan losses 19,056 9,811 21,788 11,268 5,844 4,182 2,299 Net interest income after provision for loan losses 68,904 68,463 80,497 83,262 70,422 59,739 54,256 Non-interest income 74,542 38,684 56,880 33,366 26,818 13,974 10,683 Non-interest expenses 101,133 83,250 120,665 77,722 68,221 48,785 39,706 Income before income taxes and discontinued operations 42,313 23,897 16,712 38,906 29,019 24,928 25,233 Provision for income taxes 16,622 9,388 6,526 15,248 11,380 8,664 9,174 Income from continuing operations 25,691 14,509 10,186 23,658 17,639 16,264 16,059 Income (loss) from discontinued operations (less applicable income taxes (benefit) 1,174 (12,406) (18,220) 4,111 1,372 2,155 776 Net income 26,865 2,103 (8,034) 27,769 19,011 18,419 16,835 Total dividends on non-cumulative preferred stock 0 0 0 0 0 2,030 880 Net income available for common shares $ 26,865 $ 2,103 $ (8,034) $ 27,769 $ 19,011 $ 16,389 $ 15,955 CLASS A COMMON SHARES Diluted earnings per share from continuing operations $ 0.51 $ 0.36 $ 0.25 $ 0.58 $ 0.47 $ N/A $ N/A Diluted earnings (loss) per share from discontinued operations 0.02 (0.31) (0.45) 0.09 0.03 N/A N/A Diluted earnings (loss) per share $ 0.53 $ 0.05 $ (0.20) $ 0.67 $ 0.50 $ N/A $ N/A CLASS B COMMON SHARES Diluted earnings per share from continuing operations $ 0.49 $ 0.33 $ 0.23 $ 0.59 $ 0.56 $ 0.47 $ 0.51 Diluted earnings (loss) per share from discontinued operations 0.02 (0.28) (0.41) 0.09 0.03 0.07 0.03 Diluted earnings (loss) per share $ 0.51 $ 0.05 $ (0.18) $ 0.68 $ 0.59 $ 0.54 $ 0.54
At or for the Nine Months Ended September 30, At or for the Years Ended December 31, ----------------------- -------------------------------------------------------------- 1999 1998 1998 1997 1996 1995 1994 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Balance Sheet Data: (dollars in thousands, except per share data) Total assets $3,970,629 $3,682,624 $3,788,975 $3,064,480 $2,605,527 $1,750,689 $1,539,653 Loans receivable-net (1) 2,567,905 2,546,173 2,635,369 2,072,825 1,824,856 828,630 546,396 Mortgage-backed securities held to maturity 0 0 0 0 0 0 573,913 Securities available for sale 872,149 609,115 599,435 607,490 439,345 691,803 53,969 Investment and trading securities, net 105,966 78,976 79,901 60,280 54,511 49,856 211,776 Mortgage servicing rights 897 51,651 44,315 38,789 25,002 20,738 20,584 Cost over fair value of net assets acquired and other intangibles 54,729 56,368 55,493 26,327 29,008 11,521 0 Deposits 2,140,096 1,883,229 1,925,772 1,763,733 1,832,780 1,300,377 1,085,782 Guaranteed preferred beneficial interests in the Company's Junior Subordinated Debentures 74,750 74,750 74,750 74,750 0 0 0 Subordinated debentures, capital notes and notes payable 186,544 178,334 177,114 179,600 78,500 21,001 0 Advances from FHLB, federal funds purchased and securities sold under agreements to repurchase 1,259,545 1,157,580 1,225,165 758,923 486,288 269,222 311,879 TOTAL STOCKHOLDERS' EQUITY 236,967 247,321 240,440 207,171 147,704 120,561 105,520
________________________________________ (1) Includes $19.2 million, $3.3 million, $9.7 million, $160.1 million and $207,000 of banker's acceptances at September 30, 1999 and 1998, and at December 31, 1998, 1997, and 1996, respectively. 9
At or for the Nine Months Ended September 30, At or for the Years Ended December 31, ---------------------- ------------------------------------------------------------ 1999 1998 1998 1997 1996 1995 1994 -------- ---------- ---------- -------- -------- -------- -------- Other Data: (dollars in thousands, except per share data) Loan Fundings: (1) Residential real estate loans $104,241 $ 109,138 $ 144,586 $ 68,513 $133,184 $111,361 $ 40,706 Commercial loans 656,504 546,788 753,992 550,318 461,519 412,632 282,243 Small business loans 24,942 101,762 135,239 20,467 0 0 0 Consumer loans (2) 72,391 125,593 165,927 161,154 154,940 114,607 45,159 Lease financing 24,363 13,620 19,214 0 0 0 0 Purchases: Residential real estate loans 230,902 1,071,747 1,256,185 524,498 465,942 9,930 0 Commercial loans 126,613 8,792 37,314 0 0 0 0 Lease financing 0 3,519 6,054 0 0 0 0 Loan Sales 116,852 236,832 279,034 273,901 59,408 34,153 38,168 Net interest spread (during period) (3) 2.89% 2.86% 2.83% 3.41% 3.77% 3.57% 3.97% Interest rate margin (during period) (3) 3.17% 3.18% 3.12% 3.72% 4.12% 4.01% 4.28%
At or for the Nine Months Ended September 30, At or for the Years Ended December 31, ---------------------- ------------------------------------------------------------ 1999 1998 1998 1997 1996 1995 1994 -------- ---------- ---------- -------- -------- -------- -------- Financial Ratios: (dollars in thousands, except per share data) Return on average equity (4) 14.15% 8.51% 4.39% 14.85% 13.07% 14.16% 16.28% Return on average assets (4) 0.85 0.55 0.28 0.86 0.88 0.94 1.12 Efficiency ratio from continuing operations(3) 62.21 71.18 75.81 60.77 66.12 62.63 59.05 Average equity to average assets 6.03 6.41 6.48 5.77 6.70 6.66 6.86 Net loan charge-offs as a percent of average outstanding loans --annualized 0.80 0.42 0.51 0.44 0.47 0.45 0.59 Non-performing assets as a percent of: Total loans, tax certificates and real estate owned 1.25 1.15 1.27 1.36 1.26 2.37 3.66 Total assets 0.85 0.83 0.92 0.96 0.93 1.23 1.51 Loan loss allowance as a percent of non-performing loans 143.00 140.97 142.95 156.18 167.37 149.49 134.87 Ratio of earnings to fixed charges: Including interest on deposits 1.33 1.21 1.11 1.33 1.37 1.37 1.59 Excluding interest on deposits 1.61 1.37 1.19 1.80 2.26 2.22 3.33
_____________________________________ (1) Does not include banker's acceptances. (2) Includes second mortgage loans. (3) Restated for continuing operations. (4) ROA and ROE excluding the $7.2 million SAIF one-time special assessment would have been 1.09% and 16.33%, respectively, for the year ended December 31, 1996. 10 RISK FACTORS An investment in the investment notes involves various risks, including those described below. You should carefully consider these factors, together with the other information contained or incorporated by reference in this prospectus and in the prospectus supplement provided with this prospectus before you decide to purchase any securities we are offering. RISKS ASSOCIATED WITH US CHANGES IN INTEREST RATES COULD ADVERSELY AFFECT OUR NET INTEREST INCOME AND PROFITABILITY The majority of our assets and liabilities are monetary in nature and subject us to significant risk from changes in interest rates. Changes in interest rates can impact our net interest income as well as the valuation of our assets and liabilities. CHANGES IN INTEREST RATES WILL IMPACT THE DIFFERENCE BETWEEN OUR INTEREST INCOME AND INTEREST EXPENSE Our profitability is dependent to a large extent on our net interest income. Net interest income is the difference between: o interest income on interest-earning assets, such as loans, and o interest expense on interest-bearing liabilities, such as deposits. Changes in market interest rates, changes in the relationships between short-term and long-term market interest rates, or changes in the relationships between different interest rate indices, can affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest-bearing liabilities. This difference could result in an increase in interest expense relative to interest income. While we have attempted to structure our asset and liability management strategies to mitigate the impact on net interest income of changes in market interest rates, we cannot assure you that we will be successful. DECLINING INTEREST RATES RESULT IN ACCELERATED LOAN PREPAYMENTS WHICH IMPACT OUR NET INTEREST INCOME AND PROFITABILITY Loan prepayments accelerate as interest rates fall. We experienced a high volume of loan prepayments in our mortgage portfolio and our servicing portfolio during 1998 due to historically low interest rates. Prepayments in a declining interest rate environment reduce our net interest income and adversely affect our earnings because: o we amortize premiums on acquired loans that are prepaid and amortize mortgage servicing rights associated with prepaid loans that we service; and o the yields we earn on the investment of funds that we receive from prepaid loans are generally less than the yields we earned on the prepaid loans. While we have exited the mortgage servicing business and sold the mortgage servicing rights that we owned, significant loan prepayments in our mortgage portfolio in the future could have a similar adverse effect on our earnings. At September 30, 1999, we held $1.2 billion of purchased residential loans, which includes $10.6 million of net premiums on those loans. 11 OUR NON-INTEREST EXPENSES HAVE INCREASED AS WE HAVE ENTERED INTO NEW BUSINESS UNITS AND THESE BUSINESS UNITS MAY NOT GENERATE SUFFICIENT REVENUES TO COVER EXPENSES During the last four years we have grown rapidly and significantly. o Our total assets have increased from $1.75 billion at December 31, 1995 to $3.97 billion at September 30, 1999. o Our loan portfolio increased from $828.6 million at December 31, 1995 to $2.57 billion at September 30, 1999. We initiated several new business units during 1998, hired additional personnel, acquired Ryan Beck & Co. and expanded our real estate development and investment business. In addition, we established an internet banking division during 1999. This growth is intended to support our expanded operations and increase our non-interest revenue. However, this growth and expansion of operations has resulted in a significant increase in non-interest expenses. Noninterest expenses increased from $68.2 million in 1996 to $77.7 million in 1997 to $120.7 million in 1998 and were $101.1 million for the nine months ended September 30, 1999. We implemented various restructuring initiatives at BankAtlantic in the fourth quarter of 1998 with a view to streamlining its operations and improving efficiencies. However, at the same time Ryan Beck significantly expanded and hired additional personnel as it diversified into the healthcare, consumer and technology industries and expanded its research and investment banking operations. Ryan Beck's non-interest expenses were $17.5 million for the six month period after we acquired it to December 31, 1998 and were $35.5 million for the nine month period ended September 30, 1999. Our total non-interest expenses, including Ryan Beck, for the nine months ended September 30, 1999 were $101.1 million. Expenses associated with past growth have had, and expenses associated with additional future growth will likely have, an adverse impact on earnings if we are unable to generate sufficient revenues to cover this growth. OUR CONSUMER AND SMALL BUSINESS LOAN PORTFOLIO SUBJECTS US TO GREATER CREDIT RISK AND WE HAVE EXPERIENCED HIGH LEVELS OF CHARGE-OFFS During the past several years, we have experienced significant growth in our consumer and small business loan portfolio. Consumer loans, excluding second mortgages, increased to $178.1 million at September 30, 1999 from $133.5 million at December 31, 1995. A significant amount of these loans are indirect automobile loans. Indirect automobile loans are loans which are funded through automobile dealers rather than funded directly to our retail customers. At September 30, 1999, $140.3 million of our consumer loan portfolio consisted of indirect loans, primarily automobile loans. Consumer loans, especially indirect automobile loans, present more credit risk than other types of loans such as home equity or residential real estate loans. They generally result in a higher level of charge-offs than other loans. Charge-offs are amounts written off as uncollected. Our consumer loan net charge-offs were $8.9 million in 1998 and $7.5 million for the nine months ended September 30, 1999. Our net charge-offs attributable to indirect automobile loans were $8.0 million in 1998 and $6.5 million for the nine months ended September 30, 1999. During the fourth quarter of 1998, we discontinued the origination of indirect automobile loans. However, we may re-enter this market in the future. We may also experience additional losses in our current consumer loan portfolio. We began originating small business loans during the fourth quarter of 1997. We had $118.8 million of small business loans at December 31, 1998 and $119.7 million at September 30, 1999. We experienced high levels of delinquencies and charge-offs in our small business loan portfolio during the fourth quarter of 1998 and the nine months ended September 30, 1999. Our small business loan net charge-offs were $2.0 million in 1998, including $1.5 million during the 1998 fourth quarter, and $7.9 million during the period ended September 30, 1999. Further, our small business loan net charge-offs were $3.0 million for the three month period ended September 30, 1999. While we have implemented personnel and operating changes in our small business lending operations which are intended to address these issues, we may experience additional significant charge-offs in this portfolio in the future. 12 A DECLINE IN THE REAL ESTATE MARKET OR IN THE ECONOMY IN GENERAL MAY RESULT IN ADDITIONAL LOSSES IN OUR BANKING ACTIVITIES Our loans receivable increased by approximately $1.7 billion or 210 % from December 31, 1995 to September 30, 1999. Balances for all loan categories increased primarily due to: o $395.0 million of loans acquired in the Bank of North America acquisition, and o wholesale residential loan purchases of $465.9 million in 1996, $524.5 million in 1997, $1.3 billion in 1998, and $105.1 million in the nine months ended September 30, 1999. Our commercial real estate and construction and development loans were $969.3 million at September 30, 1999. The real estate underlying many of those commercial real estate and construction and development loans is concentrated in Broward, Miami-Dade and Palm Beach Counties, Florida and may be in the early stages of development. Our competitors over the last several years have also increased their funding availability for commercial real estate projects. These increases could result in over-building and a decline in real estate values. The real estate securing the wholesale residential loans that we purchased is generally located outside South Florida. These loans are subject to additional risks associated with the economy where the collateral is located as well as collection risks. Declines in real estate values or in the economy generally could have a material adverse impact on our results of operations based not only on the nature of our assets and the composition of our loan portfolio, but also on our real estate development activities. WE HAVE BROAD AUTHORITY TO MAKE ACQUISITIONS AND INVESTMENTS IN BUSINESSES NOT ENGAGED IN TRADITIONAL BANKING ACTIVITIES WHICH WILL SUBJECT US TO THE RISKS OF THOSE BUSINESSES We generally have broad authority under applicable law to engage in various types of business activities, including investments in real estate, real estate development and real estate related businesses. We have historically made acquisitions and investments as a means of diversifying our sources of non-interest income and to increase non-interest revenues. Our acquisitions and investments include: o REAL ESTATE - we acquired St. Lucie West Holding Corp. in October 1997 for approximately $20 million. St. Lucie West Holding Corp. is the developer of St. Lucie West, a master planned residential, commercial and industrial community located in St. Lucie County, Florida. We have also made joint venture investments in real estate development projects located in South Florida. In addition, in December 1999, we acquired Levitt Corporation, a homebuilder in South Florida, for approximately $26 million. o EQUIPMENT LEASING - in March 1998 we acquired Leasing Technology, Inc., an equipment leasing and finance company located in South Florida, in a stock for stock exchange valued at approximately $6.2 million. Leasing Technology is now operated as a subsidiary of BankAtlantic. o INVESTMENT BANKING AND BROKERAGE SERVICES - in June 1998 we acquired Ryan Beck, in a stock for stock exchange valued at approximately $38 million. Ryan Beck is operated as an independent, autonomous subsidiary under the direction of its prior management. These acquisitions and investments in businesses not engaged in traditional banking activities subject us to the risks inherent in each of the business activities. 13 WE ENGAGE IN REAL ESTATE DEVELOPMENT AND INVESTMENT ACTIVITIES WHICH ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK We currently engage in real estate development and investment activities through BankAtlantic Development Corporation. BankAtlantic Development Corporation owns the developer of a master planned community in St. Lucie County, Florida, has made several joint venture investments in real estate development projects in South Florida, and recently acquired Levitt Corporation, a home builder in South Florida. The real estate industry is highly cyclical by nature and future market conditions are uncertain. Factors which adversely affect the real estate and home building industries include: o the availability and cost of financing, o decreases in demand or over-building, o unfavorable interest rates, o changes in general economic conditions, o a surplus of available real estate and related projects, and o the significant volatility and fluctuations in underlying real estate values. In addition, St. Lucie West Holding Corp. incurred operating expenses of approximately $5.2 million during 1998 and $4.3 million during the nine months ended September 30, 1999. Periodic sales of properties may be insufficient to ensure profitability of St. Lucie West Holding Corp. Further, if sales are not adequate to cover operating expenses we will be required to seek a source of additional operating funds. Declines in real estate values or in the economy generally could have a material adverse impact on our results of operations based not only on our real estate development activities, but also on the nature of our assets and the composition of our loan portfolio. OUR ACTIVITIES ARE REGULATED BY THE OFFICE OF THRIFT SUPERVISION, THE FDIC AND OTHER REGULATORS WHO POSSESS DISCRETION IN THEIR SUPERVISORY AND ENFORCEMENT ACTIVITIES The banking industry is one of this country's most heavily regulated industries. The Office of Thrift Supervision: o is BankAtlantic's chartering authority and its primary federal regulator, o regulates, supervises and examines BankAtlantic, and o regulates and oversees us, as the holding company of BankAtlantic. In addition to the Office of Thrift Supervision, the FDIC also regulates, supervises and examines BankAtlantic by virtue of insuring its deposits up to applicable limits. Furthermore, BankAtlantic is a member of the Federal Home Loan Bank of Atlanta and, consequently, is subject to certain limited regulation by the Federal Reserve Board. The regulation and supervision of financial institutions is intended primarily for the protection of the FDIC insurance funds and depositors. Regulatory authorities possess extensive discretion in connection with their supervisory and enforcement activities. As an example, banking regulators have in the past implemented regulations which have increased capital requirements, insurance premiums and administrative, professional and compensation expenses for the institutions which they regulate. Any change in the existing regulatory structure or the laws or regulations applicable to us could significantly affect our powers, authority and operations and our business could be adversely affected. 14 WE HAVE MANY COMPETITORS WHO MAY HAVE GREATER FINANCIAL RESOURCES OR OPERATE UNDER FEWER REGULATORY CONSTRAINTS Our competitors include: o other savings institutions, o investment firms, o commercial banks, o finance companies, o mortgage banking companies, o money market funds, o financial consultants, o credit unions, and o real estate developers, operators and investors. We compete not only with financial institutions headquartered in the State of Florida but also with a growing number of financial institutions headquartered outside of Florida who are active in the State. In addition, the Gramm-Leach-Bliley Act was recently enacted into law. This law, which repeals the Glass Steagall Act, o permits bank holding companies to engage in a substantially wider range of non-banking activities than they were previously permitted, such as insurance and investment banking, and o enables insurers and other financial service companies to acquire banks. This new legislation may significantly increase the number of entities that we compete with. Many of our competitors have substantially greater financial resources than we have and, in some cases, operate under fewer regulatory constraints. THE YEAR 2000 PROBLEM COULD DISRUPT OUR BUSINESS Many existing computer programs use only two digits to identify a year in the date field. These programs were designed and developed without considering the impact of the upcoming change in the century. If not corrected, many computer applications could fail or create erroneous results by or at the year 2000. The consequences of incomplete or untimely resolution of year 2000 issues represent an uncertainty that could affect future financial results. The year 2000 problem poses the following principal risks to our business: o disruption of our business due to failure of third parties to achieve year 2000 readiness, o disruption in our loan operations due to failure of our borrowers to achieve year 2000 readiness, and o litigation due to year 2000 noncompliance from customers, borrowers and suppliers as a result of both internal and third party system failures. We have undertaken various initiatives intended to ensure that computer applications will function properly with respect to dates in the year 2000 and thereafter and have established a year 2000 action plan based on the guidelines outlined in the Federal Financial Institutions Examination Council's "The Effect of 2000 on Computer Systems". However, we cannot assure you that our initiatives and action plan have identified all costs, risks or possible losses which we may experience associated with year 2000 issues. Due to the general uncertainty inherent in the year 2000 problem, resulting in part from the uncertainty of the year 2000 readiness of third party suppliers, borrowers and customers, we are unable to determine whether the consequences of year 2000 failures will have a material impact on our results of operations, liquidity or financial condition. 15 RISKS ASSOCIATED WITH THE INVESTMENT NOTES OUR DEPENDENCE ON DIVIDENDS FROM OUR SUBSIDIARIES FOR A SIGNIFICANT PORTION OF OUR REVENUE AND REGULATORY RESTRICTIONS ON DIVIDENDS FROM BANKATLANTIC MAY LIMIT OUR ABILITY TO PAY PRINCIPAL OR INTEREST ON THE INVESTMENT NOTES We own 100% of BankAtlantic's outstanding capital stock and depend upon dividends from BankAtlantic for a significant portion of our revenues. BankAtlantic's ability to pay dividends or make other capital distributions to us is governed by Office of Thrift Supervision regulations, which focus primarily on BankAtlantic's regulatory capital levels and net income. Office of Thrift Supervision regulations define "capital distributions" as o cash dividends, o payments by a savings association or savings bank holding company to repurchase or otherwise acquire its shares, o payments to shareholders of another entity in a cash-out merger, and o other distributions charged against capital. If an institution has regulatory capital that is at least equal to its capital requirements both before and after giving effect to the distribution, and has not been notified that it "is in need of more than normal supervision," the Office of Thrift Supervision deems it a "Tier 1 association." BankAtlantic currently qualifies as a Tier 1 association under applicable Office of Thrift Supervision regulations. The Office of Thrift Supervision permits a Tier 1 association to make capital distributions during a calendar year of up to the greater of: o 100% of net income for the current calendar year, plus 50% of its capital surplus, or o 75% of its net income over the most recent four quarters. Capital surplus is the amount of capital in excess of an association's regulatory capital requirements. However, the association seeking to pay the capital distribution must first notify the Office of Thrift Supervision of its intention and the Office of Thrift Supervision must not raise any objection to the distribution. Any additional capital distributions would require prior regulatory approval. Additionally, all capital distributions of BankAtlantic are subject to the Office of Thrift Supervision' right to object to a distribution on safety and soundness grounds. We cannot assure you that BankAtlantic will remain a Tier 1 association or that it will be in a position to make capital distributions to us in an amount sufficient for us to satisfy our obligations. Our ability to pay interest on the investment notes will be significantly dependent on the ability of our subsidiaries, especially BankAtlantic, to pay dividends or distributions to us in amounts sufficient to service our obligations. Our obligations at September 30, 1999 include: o 9% Subordinated Debentures due 2005 - $21.0 million outstanding principal amount, o 6 3/4% Convertible Subordinated Debentures due 2000 - $51.2 million outstanding principal amount, o 5 5/8% Convertible Subordinated Debentures due 2007 - $100.0 million outstanding principal amount, and o 9 1/2% Junior Subordinated Debenture due 2027 - $74.8 million outstanding principal amount. The aggregate annual interest expense on these obligations is approximately $18.1 million. We may also become obligated to make other payments on securities which we issue in the future which are on a parity with or have a preference over the investment notes with respect to the payment of principal or interest. HOLDERS OF OUR SENIOR INDEBTEDNESS AND CREDITORS OF OUR SUBSIDIARIES HAVE PRIORITY OVER THE PAYMENTS TO BE PAID UNDER THE INVESTMENT NOTES The investment notes are subordinated to all of our current or future senior indebtedness or liabilities which are not expressly by their terms made subordinate or equal in right of payment to the investment notes. Since we are a holding 16 company, the investment notes will be effectively subordinated to all existing and future liabilities of our subsidiaries, including the rights of the depositors of BankAtlantic. As of September 30, 1999, we had: o $172.2 million of indebtedness ranking equally with the investment notes, o $74.8 million of indebtedness ranking junior in right of payment to the investment notes, and o no senior indebtedness. Further, at September 30, 1999 our subsidiaries had liabilities of $3.5 billion, which includes $2.1 billion of deposits at BankAtlantic. The indenture relating to the investment notes does not limit our ability to incur additional indebtedness, including senior indebtedness, or additional indebtedness by BankAtlantic or our other subsidiaries. INVESTMENT NOTES ARE NOT INSURED The investment notes are not insured by the Bank Insurance Fund or the Savings Association Insurance Fund of the FDIC or by any other governmental agency or private insurer. THE COVENANTS IN THE INDENTURE ARE LIMITED AND DO NOT PROVIDE YOU WITH SIGNIFICANT PROTECTION The covenants in the indenture are limited and do not protect holders of investment notes in the event of a material adverse change in our financial condition or results of operations. In addition, payment of principal of and interest on the investment notes can only be accelerated if we: o fail to pay principal of or any premium on the investment notes at maturity or upon redemption, o fail to pay interest on any of the investment notes and the failure continues for a 30-day period, o breach any of the provisions of the indenture and the breach continues for a 60-day period after receipt of notice, or o reorganize or become bankrupt or insolvent in certain events. The indenture does not require us to: o adhere to any financial ratios or specified levels of liquidity, or o repurchase, redeem or modify the terms of the investment notes upon a change in control or other events involving us which may adversely affect the creditworthiness of the investment notes. Therefore, neither the covenants nor the other provisions of the indenture should be a significant factor in evaluating our obligations under the investment notes. See "Description of the Investment Notes Offered and Indenture." TRANSFER RESTRICTIONS AND THE LACK OF A TRADING MARKET WILL LIMIT YOUR ABILITY TO LIQUIDATE YOUR INVESTMENT The investment notes are non-negotiable, which means they may not be transferred without our prior written consent. There is no established trading market for the investment notes and it is unlikely that one will develop. Accordingly, even if we permitted a transfer, you may be unable to liquidate your investment. See "Description of the Investment Notes Offered and the Indenture." WE MAY EXTEND THE MATURITY OF THE INVESTMENT NOTES IN OUR SOLE DISCRETION Even if the investment notes mature by their terms and you have indicated that you do not want to renew the term of the investment notes, we can, in our sole discretion, extend their maturity for an additional one-year period. In the event that we make this election, the principal amount of the investment notes will not be repaid on the anticipated maturity date and you will continue to receive interest at the same rate until the expiration of that one-year period. 17 USE OF PROCEEDS We intend to use the net proceeds resulting from the sale of the investment notes (estimated to be approximately $149 million net of estimated offering expenses if all of the investment notes being offered through this prospectus are sold) for general corporate purposes, including: o repurchases of our common stock, o repurchases or redemptions of our outstanding debt securities, and o acquisitions by us or our subsidiaries. The precise amounts and timing of the application of such proceeds depends upon many factors, including, but not limited to, the amount of any such proceeds and actual funding requirements. Until the proceeds are used, we may invest the proceeds, depending on our cash flow requirements, in short and long-term investments, including, but not limited to: o treasury bills, o commercial paper, o certificates of deposit, o securities issued by U.S. government agencies, o money market funds, and o repurchase agreements. FORWARD-LOOKING STATEMENTS Some of the statements contained or incorporated by reference in this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Some of the forward-looking statements can be identified by the use of words such as "anticipate", "believe", "estimate", "may", "intend", "expect", "will", "should", "seeks" and similar expressions. Forward-looking statements are based largely on our expectations and involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements. Some factors include: o the potential adverse impact on BankAtlantic's operations and profitability of changes in interest rates and future legislation, o economic conditions, both generally and particularly in areas where we or our subsidiaries, including BankAtlantic, operate or hold assets, o interest rate and credit risk associated with BankAtlantic's loan portfolio, o BankAtlantic's recent rapid growth and increased operating expenses, o uncertainty relating to the realization of benefits from our restructuring initiatives and expense reductions, o our ability to manage new banking and non-banking initiatives and investments, o regulatory limitations on BankAtlantic's ability to pay dividends, and o the highly competitive nature of our businesses. Many of these factors are beyond our control and beyond the control of BankAtlantic. For a discussion of factors that could cause actual results to differ, please see the discussion under "Risk Factors" contained in this prospectus and in other information contained in our publicly available SEC filings. DESCRIPTION OF THE INVESTMENT NOTES OFFERED AND THE INDENTURE The investment notes will be issued under an indenture between us and U.S. Bank Trust National Association, as trustee. The terms and provisions of the investment notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the indenture. The following briefly summarizes the material terms of the indenture and the investment notes, other than maturity, pricing and other related terms 18 disclosed in the accompanying prospectus supplement. This summary is not complete and is qualified in its entirety by reference to the indenture, including the definitions in the indenture of certain terms used below. You should read the entire indenture and the Trust Indenture Act of 1939 for a complete understanding of the terms of the indenture and the investment notes. GENERAL The investment notes: o are general obligations and are limited to $150 million in aggregate principal amount, o are not secured by our assets or otherwise, o do not have the benefit of a sinking fund for the retirement of principal, o rank equal to all of our subordinated indebtedness, o are subordinated in right of payment to all of our future Senior Indebtedness (as we define this term below in "-- Subordination") or liabilities which are not expressly by their terms subordinate or equal in right of payment to the investment notes, and o are not savings accounts or deposits and are not insured by the FDIC or any other governmental agency. We, or any of our subsidiaries, may incur additional indebtedness constituting Senior Indebtedness or indebtedness that ranks equal or junior to the investment notes. The indenture does not limit the total indebtedness that either we or any of our subsidiaries may incur. At September 30, 1999 we had no Senior Indebtedness, $172.2 million of indebtedness ranking equal to the investment notes and $74.8 million of indebtedness ranking junior to the investment notes. Because we are a holding company, our primary source of funds for the payment of our obligations, including the payment of principal and interest on the investment notes, is dividends and distributions from our subsidiaries, especially BankAtlantic. Our subsidiaries are separate and distinct legal entities and have no obligation to pay any amounts due with respect to the investment notes or to make funds available for those payments. Further, from time to time while the investment notes are outstanding, BankAtlantic and our other subsidiaries may be subject to regulatory or contractual constraints that restrict their ability to pay dividends to us. See "Risk Factors--Our Dependence on Dividends from Our Subsidiaries for a Significant Portion of our Revenue and Regulatory Restrictions on Dividends from BankAtlantic May Limit Our Ability to Pay Principal or Interest on the Investment Notes." The investment notes will be effectively subordinated to all existing and future liabilities, including deposits, of our subsidiaries. At September 30, 1999, our subsidiaries had liabilities of $3.5 billion, which includes $2.1 billion of deposits at BankAtlantic. Our right to participate in any distribution of assets of our subsidiaries upon any liquidation or reorganization or otherwise of those subsidiaries is subject to the prior claims of creditors of the subsidiary, including depositors in BankAtlantic, except to the extent that we may be recognized as a creditor of the subsidiary. Thus, the ability of holders of the investment notes to benefit indirectly from such distribution is affected by those creditor claims. Investment notes of a single series may be issued at various times with different maturity dates, different optional redemption provisions and different interest rates. We reserve the right to vary from time to time in our discretion interest rates, redemption terms or maturity dates based on our fundraising objectives, circumstances in the financial markets and the economy, the attraction of new investors in particular regions and other factors. Once determined, the rate of interest payable on an investment note will remain fixed for its term; however, we may at our discretion increase the interest rate during a renewal term to a rate no less than the interest rate fixed upon issuance. Interest on the investment notes will be paid in arrears either monthly, quarterly, semi-annually, annually or at maturity, at the election of the purchaser. Unless otherwise provided in a prospectus supplement, we will compute interest on the investment notes as simple interest on the basis of a 360-day year of twelve 30-day months. We will pay the principal and interest on the investment notes when due by check mailed to the person entitled to payment. The investment notes will be in U.S. dollars and payments of principal and interest on the investment notes will be in U.S. dollars. 19 AUTOMATIC EXTENSION OF MATURITY DATE We may elect at any time prior to maturity to automatically extend the maturity date of an investment note for an additional one year period by providing written notice of our election to a holder within seven days after such election has been made. After extension, the investment note will continue with terms identical to those fixed upon issuance. If we elect to extend the maturity date for an additional one year, a holder will have no right to cause the investment note to be repaid prior to the maturity date as extended. However, we may elect to extend the maturity date of an investment note for an additional year only once; and after the election has been made, the investment note will not be subject to any further extensions or renewals. In addition, the maturity of an investment note will be automatically extended for a term identical to the original term of the investment note unless: o we notify the holders at least seven days prior to the maturity date of our intention not to extend the maturity date of the investment note; o the holder elects no earlier than ninety days and no later than sixty days prior to the maturity date to have his or her investment note repaid at maturity; or o we have previously exercised our right to extend the maturity date of the investment note for an additional year. The investment notes will continue to renew in this manner until termination or redemption under the indenture and the investment notes. Interest shall continue to accrue from the first day of such renewed term. Each renewed investment note will continue with identical terms, including provisions relating to interest rate and payment, unless we provide notice to you that the interest will be increased during the renewed term to a rate no less than the interest rate fixed upon issuance. If we notify you of our intention to repay an investment note at maturity, no interest will accrue after the date of maturity. As a courtesy, we will provide a request for repayment form approximately ninety days prior to the maturity date of an investment note. However, a written request for repayment will be valid and use of this specific form by a holder will not be required. REDEMPTION OF INVESTMENT NOTES AT OUR OPTION The investment notes will be redeemable at our option, in whole or in part, at any time, on not less than 30 days notice, but not more than 60 days prior to the redemption date. The redemption price payable will be the principal amount of the investment note redeemed plus accrued interest to the date of redemption, unless a higher price is set forth in a prospectus supplement covering the particular investment notes offered. REDEMPTION AT REQUEST OF HOLDER UPON DEATH OR TOTAL PERMANENT DISABILITY. Except for investment notes with remaining maturities of less than 12 months, an investment note will be redeemed by us at the election of the holder following his or her total permanent disability, as established to our satisfaction, or by his or her estate following his or her death. The redemption price, in the event of a death or total permanent disability, will be the principal amount of the investment note, plus interest accrued and not previously paid, to the date of redemption. If the investment note is held jointly, the election to redeem will apply when either record owner dies or becomes subject to a total permanent disability. The holder has no other right to require us to prepay his or her investment note prior to its maturity date as originally stated or as it may be extended. We may in the future modify this policy on redemption after death or total permanent disability. However, no modification will adversely affect the right of redemption applicable to any outstanding investment note. For the purpose of determining the right of a holder to demand early repayment of an investment note, total permanent disability shall mean a determination by a physician chosen by us that the holder, who was gainfully employed on a full time basis at the time of purchase, is unable to work on a full time basis, defined as working at least forty hours per week during the succeeding twenty-four months. 20 SUBORDINATION The principal, interest and any premium on the investment notes are subordinate and junior in right of payment to the prior payment in full of all of our Senior Indebtedness. The indenture does not limit the amount of Senior Indebtedness or other indebtedness, secured or unsecured, that we or any of our subsidiaries may incur. If our payments on Senior Indebtedness are accelerated, we will be prohibited from making any payment of principal, premium or interest on the investment notes until payments of the Senior Indebtedness are made or provided for. If we dissolve, wind up, liquidate or reorganize and our assets are distributed, payment of principal, premium or interest on the investment notes will be subordinated, to the prior payment in full of Senior Indebtedness, which means that all Senior Indebtedness must be paid in full before any payment may be made to any holders of investment notes. If our assets are distributed in any such proceeding, some of our general creditors may recover more, proportionately, than holders of the investment notes by reason of such subordination. "Indebtedness" means: o all of our obligations for borrowed money, whether or not the recourse of the lender is to the whole of our assets or only to a portion of such assets, o all of our indebtedness which is evidenced by a note, debenture, bond or other similar instrument, including lease obligations that we incur with respect to any property acquired or leased and used in our business that is required to be recorded as a capitalized lease, o all of our indebtedness representing the unpaid balance of the purchase price of any goods or other property or balance owed for any services rendered, o all of our indebtedness, including capitalized lease obligations, incurred, assumed or given in an acquisition, whether by way of purchase, merger or otherwise, of any business, real property or other assets, o any indebtedness of others described in the preceding four bullet points that we have guaranteed or for which we are otherwise liable, and o any amendment, renewal, extension, deferral, modification, restructuring or refunding of any such indebtedness, obligation or guarantee. "Senior Indebtedness" means any and all of our Indebtedness, except for any particular Indebtedness for which the instrument creating or evidencing it or pursuant to which it is outstanding expressly provides that it is subordinate or shall rank equal in right of payment to the investment notes. CERTAIN COVENANTS The indenture contains certain customary covenants found in indentures under the Trust Indenture Act, including covenants with respect to: o paying principal and interest, o maintaining an office or agency for administering the investment notes, o holding funds for payments on the investment notes in trust, o paying taxes and other claims, o maintaining our properties and our corporate existence, and o delivering annual certifications to the trustee. However, the indenture does not require us to o adhere to any financial ratios or specified levels of liquidity, or o repurchase, redeem or modify the terms of the investment notes upon a change in control or other events involving us which may adversely affect the creditworthiness of the investment notes. 21 RESTRICTIONS ON DIVIDENDS The indenture provides that we cannot: o declare or pay dividends on, or purchase, redeem or acquire for value any of our capital stock, o return any capital to holders of our capital stock, or o make any distribution of assets to holders of our capital stock unless at the time we declare the dividend or the date on which we make the purchase, redemption, payment or distribution described above, we are not in default in the payment of interest on the investment notes or an event of default has not occurred. The indenture does not prohibit or restrict us from selling additional shares of our capital stock or other debt securities nor from pledging shares of capital stock in our subsidiaries. Further, neither we nor any of our subsidiaries is restricted from issuing any shares of capital stock or debt securities. DEFAULTS AND REMEDIES As provided in the indenture, an event of default results if we: o fail to pay principal of or premium, if any, on the investment notes at maturity or upon redemption, whether or not the payment is prohibited by the subordination provisions, o fail to pay interest on any of the investment notes when due and such failure continues for a period of 30 days, whether or not the payment is prohibited by the subordination provisions, o fail to comply with any of our other material agreements or covenants in the indenture and the default continues for a period of 60 days after the trustee or the holders of at least 25% in principal amount of the outstanding investment notes notify us in writing of the default, or o reorganize or become bankrupt or insolvent in certain events. The notice referred to in the third bullet point above must specify the default, demand that it be remedied and state that the notice is a "Notice of Default." The trustee must give the notice if requested to do so in writing by the holders of at least 25% in principal amount of the investment notes then outstanding. The trustee must deliver any notice which it is required to deliver to us promptly after it becomes aware of the default or is requested by the holders to deliver the notice. An event of default for a particular series of investment notes will constitute an event of default for all other series of investment notes under the indenture. The indenture provides that the trustee will, within 90 days after the occurrence of any default known to it which has not been cured, mail to the holders of the investment notes notice of the default. If we default in paying principal of or interest on any of the investment notes, the trustee will be protected from withholding the notice if it in good faith determines that withholding the notice is in the interest of the holders of the investment notes. The indenture permits the acceleration of payment of principal of the investment notes only upon an event of default resulting from our failure to pay principal or interest on the investment notes or if we reorganize or become bankrupt or insolvent in certain events. If an event of default of this kind is continuing, the indenture provides that the trustee or holders of not less than 30% in aggregate principal amount of the investment notes then outstanding, by notice in writing to us (and to the trustee if given by the holders), may declare all unpaid principal of all the investment notes to be immediately due and payable. Holders of a majority in principal amount of the investment notes then outstanding may rescind an acceleration and its consequences and may waive past defaults upon conditions provided in the indenture. No holder of investment notes may pursue any remedy under the indenture unless: o the holder has previously given to the trustee written notice of a continuing event of default, o the holders of at least 30% in principal amount of the investment notes then outstanding 22 have requested the trustee in writing to pursue the remedy, and o have offered the trustee satisfactory indemnity against loss, liability and expense incurred by pursuing the remedy, and o the trustee has failed to act within 60 days after receipt of the request. The indenture requires us to file periodic reports with the trustee as to the absence of defaults. CONSOLIDATION, MERGER OR SALE The indenture provides that the Company may not merge or consolidate with or sell all or substantially all of its assets to, any entity unless: o we are the surviving or successor entity in the transaction and we are not immediately thereafter in default under the indenture, or o if we are not the surviving or successor entity, the successor entity expressly assumes our obligations under the indenture and, immediately after the transaction is not in default under the indenture. Any successor entity must expressly assume all of our obligations under the investment notes and the indenture and it shall succeed to, be substituted for, and may exercise all of our rights and powers under the indenture. BOOK ENTRY; NON-NEGOTIABLE The investment notes are non-negotiable debt instruments and, subject to certain exceptions, will be issued only in book-entry form. Upon acceptance of an order, we will credit our book-entry registration and transfer system to the account of the purchaser of the investment note the principal amount of the investment note owned of record by the purchaser. Upon acceptance of your order, you will receive a transaction statement which will indicate our acceptance of the order. The Company may deliver the transaction statement to the trustee or registrar who will accept the transaction statement on your behalf and promptly deliver the transaction statement to you. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of these securities in definitive form. These legal requirements may impair the ability to transfer the record ownership of the investment notes. The transaction statement is not a negotiable instrument, and no rights of record ownership can be transferred without our prior written consent. The record owners of investment notes issued in this book-entry interest form will not receive or be entitled to receive physical delivery of a note or other certificate evidencing such indebtedness. The registered owners of the accounts we establish upon the purchase or transfer of investment notes will be the owners of the investment notes under the indenture. The person holding a book-entry interest in the investment notes must rely upon the procedures established by the trustee to exercise any rights of a holder of investment notes under the indenture. We will provide the trustee with information regarding the establishment of new accounts and the transfer of existing accounts on a monthly basis. We will also provide the trustee with information, as requested, regarding the total amount of any principal and/or interest due to book-entry owners with regard to the investment notes on any interest payment date or upon redemption. Ownership of investment notes may be transferred on our register only by written notice to us signed by the owner(s) or such owner's duly authorized representative on a form to be supplied by us and with our written consent. We may also, in our discretion, require an opinion from such holder's counsel that the proposed transfer will not violate any applicable securities laws and/or a signature guarantee in connection with a transfer. Upon the permitted transfer of an investment note, 23 we will provide the new owner of such security with a transaction statement which will evidence the transfer of the account on our records. Book-entry interests in the accounts evidencing ownership of the investment notes are exchangeable for fully registered notes in those names as we direct only if: (i) we, at our option, advise the trustee in writing of our election to terminate the book-entry system, or (ii) after the occurrence of an event of default under the indenture, holders of investment notes aggregating more than 50% of the aggregate outstanding amount of the investment notes advise the trustee in writing that the continuation of a book-entry system is no longer in the best interests of the holders of investment notes and the trustee notifies all registered holders of these securities, of the occurrence of any such event and the availability of definitive notes to holders of these securities requesting such notes. Subject to the exceptions described above, the book-entry interests in these securities shall not otherwise be exchangeable for fully registered notes. MODIFICATION OF THE INDENTURE The indenture provides that we and the trustee may, without the consent of any holders of investment notes, enter into supplemental indentures for purposes, among other things, of: o establishing the form or terms of investment notes, o evidencing the succession of another person to us and the assumption by any such successor of our covenants, or o curing any ambiguity, defect or inconsistency. as long as any of the foregoing will not adversely affect the interest of any holder in any material respect. Most of the terms of the indenture and the investment notes may be modified with the consent of the holders of not less than two-thirds of the principal amount of investment notes then outstanding. However, all holders must agree to any change which would: o extend the maturity date of his or her investment notes, o reduce the principal amount or the rate of interest on his or her investment notes, o reduce any applicable redemption premium on his or her investment notes, or o reduce the two-thirds percentage required for modification. We may omit in any particular instance to comply with any covenant or condition in the indenture if before the time for compliance with the covenant or condition, two-thirds of the holders of the principal amount of investment notes then outstanding shall either waive such compliance in such instance or generally waive compliance. No waiver will extend to or affect a covenant or condition except to the extent so expressly waived. Until the waiver has become effective, our obligation and the duties of the trustee in respect of any such covenant will remain in full force and effect. No supplemental indenture will affect the seniority rights of the holders of Senior Indebtedness without the consent of those holders. REGARDING THE TRUSTEE We and our subsidiaries may maintain deposit accounts and other banking transactions with the trustee in the ordinary course of business. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS No director, officer, employee, incorporator or stockholder of ours, shall have any liability for any obligations of ours under the investment notes, the indenture or for any claim relating to these obligations or their creation. Each holder of the investment notes waives and releases these persons from any liability. The waiver and release are part of the consideration for issuance of the investment notes. We have been advised that the waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 24 SERVICE CHARGES We reserve the right to assess service charges for replacing lost or stolen investment notes (for which an affidavit from the holder will be required), changing the registration of any investment note to reflect a change in name of the holder, or a transfer (whether by operation of law or otherwise) of an investment note by the holder to another person. INTEREST WITHHOLDING We reserve the right to withhold 31% of any interest paid to a holder who does not provide us with a fully executed Form W-8 or Form W-9. Otherwise, no interest will be withheld, except on investment notes held by foreign business entities. It is our policy that no sale will be made to anyone refusing to provide a fully executed Form W-8 or Form W-9. ADDITIONAL SECURITIES We may offer from time to time additional classes of securities with terms and conditions different from the investment notes being offered. We will amend or supplement this prospectus if and when we decide to offer to the public any additional class of security under this prospectus. VARIATIONS BY STATE We reserve the right to offer different securities and to vary the terms and conditions of the offer (including, but not limited to, additional interest payments and service charges for all notes) depending upon the state where the purchaser resides. 25 PLAN OF DISTRIBUTION We currently intend to sell the investment notes directly to investors. We do not currently intend to use a broker-dealer or agent to assist in the sales of these securities. However, we may retain the services of an NASD member broker-dealer in the future to assist in the sales of investment notes on a "best efforts" or agency basis. If an agreement concerning the use of the services of any broker-dealer is reached, we may pay any broker dealer a commission which we estimate will range from 0.5% to 10% of the sale price of any notes sold through the broker-dealer, depending on numerous factors. We may also agree to indemnify the broker-dealer against certain liabilities, including liabilities under the Securities Act and to reimburse the broker-dealer for its costs and expenses, up to a maximum to be determined, based upon the total dollar value of the securities sold. We will otherwise offer the investment notes through our employees in accordance with Rule 3a 4-1 under the Exchange Act. We reserve the right to reject any order, in whole or in part, for any reason. Your order will be irrevocable upon receipt by us. In the event that your order is not accepted, we will promptly refund your funds, without deduction of any costs and without interest. We expect that orders will be refunded within 48 hours after receipt. Once your order has been accepted, your funds will be promptly deposited in our account. We will send a transaction statement to you as soon as practicable after acceptance of your order. No minimum number of notes must be sold in the offering. You will not know at the time of the order whether we will be successful in completing the sale of all of the notes being offered. We reserve the right to withdraw or cancel the offering at any time. In the event of a withdrawal or cancellation of the offering, orders previously received will be irrevocable and no funds will be refunded. LEGAL MATTERS The validity of the investment notes will be passed upon for us by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., Miami, Florida. EXPERTS The consolidated financial statements of BankAtlantic Bancorp, Inc. and subsidiaries as of December 31, 1998 and 1997, and for each of the years in the three-year period ended December 31, 1998, have been incorporated by reference herein and in the registration statement on Form S-3 in reliance upon the report of KPMG LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION We file reports, proxy statements, and other information with the SEC. You can read and copy these reports, proxy statements, and other information concerning BankAtlantic Bancorp at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including BankAtlantic Bancorp. Our Class A common stock is quoted on the New York Stock Exchange and our Class B common stock is quoted on the Nasdaq Stock Market's National Market System. These reports, proxy statements and other information are also available for inspection at the offices of the New York Stock Exchange, 20 Broad Street, New York City, New York 10005, and the National Association of Securities Dealers, Inc., Report Section, 1735 K Street N.W., Washington, D.C. 20006. We have filed a registration statement on Form S-3 with the SEC covering the investment notes offered by this prospectus. This prospectus, which forms a part of the registration statement, does not contain all of the information included in the registration statement. For further information about us and the investment notes you should refer to the registration statement and its exhibits. You can obtain the full registration statement from the SEC as indicated above, or from us. 26 The SEC allows us to "incorporate by reference" the information we file with the SEC. This permits us to disclose important information to you by referring to these filed documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference: o our Annual Report on Form 10-K for the year ended December 31, 1998, filed with the SEC on March 26, 1999, o our Amendment to Annual Report on Form 10-K/A for the year ended December 31, 1998, filed with the SEC on April 30, 1999, o our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, filed with the SEC on May 12, 1999, August 12, 1999 and November 15, 1999, respectively, and o any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) under the Securities Exchange Act of 1934 until we sell all of the investment notes. You may request a copy of these filings at no cost by writing or telephoning us at the following address: Corporate Communications BankAtlantic Bancorp 1750 East Sunrise Boulevard Fort Lauderdale, Florida 33304 1-800-909-6467 You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of the investment notes in any state where the offer is not permitted. You should not assume that the information in this or any prospectus supplement is accurate as of any date other than the date on the front of those documents. 27 TABLE OF CONTENTS PAGE Prospectus Summary...................................................... 4 Financial Highlights.................................................... 8 Selected Consolidated Financial Data of BankAtlantic Bancorp, Inc. and Subsidiaries............................ 9 Risk Factors............................................................ 11 Use of Proceeds......................................................... 18 Forward-Looking Statements.............................................. 18 Description of the Investment Notes Offered and Indenture............... 18 Plan of Distribution.................................................... 26 Legal Matters........................................................... 26 Experts................................................................. 26 Where You Can Find More Information..................................... 26 [BBC LOGO] $150,000,000 Subordinated Investment Notes ---------------- PROSPECTUS ---------------- BankAtlantic Bancorp, Inc. P.O. Box 101270 Ft. Lauderdale, FL 33310 1-800-909-6467 January ___, 2000 28 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth the expenses to be paid by BankAtlantic Bancorp, Inc. (the "Registrant") in connection with the offering. All of the amounts shown are estimates except the SEC registration fee. SEC Registration Fee ......................................... $ 39,600 Legal Fees and Expenses ...................................... 200,000 Trustee and Registrar Fees and Expenses ...................... 70,000 Accounting Fees and Expenses ................................. 75,000 Printing and Mailing Expenses ................................ 100,000 Blue Sky Fees and Expense .................................... 5,000 Marketing Expenses ........................................... 450,000 Miscellaneous Expenses ....................................... 60,000 -------- TOTAL FEES AND EXPENSES ...................................... $999,600 ======== ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 607.0850 of the Florida Business Corporation Act and the Articles of Incorporation and Bylaws of the Registrant provide for indemnification of the Registrant's directors and officers against claims, liabilities, amounts paid in settlement and expenses in a variety of circumstances, which may include liabilities under the Securities Act of 1933, as amended (the "Securities Act"). In addition, the Registrant carries insurance permitted by the laws of the State of Florida on behalf of directors, officers, employees or agents which may cover liabilities under the Securities Act. ITEM 16. EXHIBITS The following exhibits either are filed herewith or were previously filed, as indicated below: EXHIBITS DESCRIPTION 4 Form of Indenture with respect to the Registrant's Subordinated Investment Notes.* 5 Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.* 12 Statement regarding computation of earnings to fixed charges.* 23.1 Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5).* 23.2 Consent of KPMG LLP. 24 Power of Attorney.* 25.1 Form T-1: Statement of Eligibility of Trustee.* 99 Form of Advertising Materials and Order Form. ____________________________ * Previously Filed. II-1 ITEM 17. UNDERTAKINGS (1) The undersigned Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (2) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions under Item 15, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-2 (4) The undersigned Registrant hereby undertakes that: (a) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (b) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on the 13th day of January, 2000. BANKATLANTIC BANCORP, INC. By: /S/ ALAN B. LEVAN ------------------------------------- Alan B. Levan, Chairman of the Board of Directors, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /S/ ALAN B. LEVAN Chairman of the Board January 13, 2000 - -------------------- Chief Executive Officer Alan B. Levan and President * Vice-Chairman of the January 13, 2000 - -------------------- Board John E. Abdo /S/ FRANK V. GRIECO Senior Executive Vice January 13, 2000 - -------------------- President and Principal Frank V. Grieco Financial and Accounting Officer * Director January 13, 2000 - -------------------- Steven M. Coldren * Director January 13, 2000 - -------------------- Bruno DiGiulian * Director January 13, 2000 - -------------------- Mary E. Ginestra * Director January 13, 2000 - -------------------- Jarett S. Levan * Director January 13, 2000 - -------------------- Ben A. Plotkin * Director January 13, 2000 - -------------------- Ira Siegel II-4 SIGNATURE TITLE DATE * Director January 13, 2000 - -------------------- Charlie C. Winningham, II *By:/S/ALAN B. LEVAN ---------------- Alan B. Levan Attorney-in-fact II-5 INDEX TO EXHIBITS EXHIBIT DESCRIPTION 23.2 Consent of KPMG LLP. 99 Form of Advertising Materials and Order Form. II-6 EX-23.2 2 Accountant's Consent The Board of Directors BankAtlantic Bancorp, Inc.: We consent to the use of our reports incorporated herein by reference herein and to the reference to our firm under the heading of "Experts" in the prospectus. KPMG LLP Ft. Lauderdale, Florida January 13, 2000 EX-99 3 If you require further assistance, please call 1-800-909-6467. At your request, BankAtlantic Bancorp is pleased to provide you with the enclosed information for your review. What's Inside: o Investor Order Form o Reply Envelope o Questions and Answers o Prospectus o Prospectus Supplement Postmaster Deliver to Following Addressee Dear Investor: BankAtlantic Bancorp is pleased to enclose for your review a prospectus relating to its Investment Note Offering. BankAtlantic Bancorp Investment Notes offer an attractive term and fixed rate - and interest payments can be paid monthly, quarterly, semiannually, annually or at maturity. We hope you will consider investing in our Investment Notes as part of your investment strategy. But before investing, you should read the attached prospectus carefully, including the "Risk Factors". To invest in BankAtlantic Bancorp Investment Notes, simply complete, sign and mail the Investor Order Form, along with your check made payable to BankAtlantic Bancorp in the enclosed postage paid envelope. Please feel free to call us at 1-800-909-6467 with any questions you may have. (Logo) P.O. Box 8608 o Ft. Lauderdale, FL 33310-9978 Investor Order Form (Place in the Prepaid Envelope) If you need assistance in completing the order form, please call 1-800-909-6467. -1- Investor: Please indicate your investment order below. Fill in all terms and amounts. Enclosed is my check for the purchase of a BankAtlantic Bancorp Investment Note(s) ($10,000 minimum per note). Please check one of the following interest payment options: [ ] Monthly [ ] Quarterly [ ] Semiannually [ ] Annually [ ] At Maturity The total of my Investment Note purchase is $ _____________ ($10,000 minimum, $1,000 increments thereafter). Investor: Please print all information below to complete your order. Registration Information: Registered Owner: ________________________________ SSN/EIN: __________________ Telephone Number: ( ) _______________________ Date of Birth: ____________ Street Address: ________________________________________________________________ City: _____________________________________ State: ___________ Zip: ________ Second Joint Owner (if applicable): ___________________ SSN: _________________ Beneficiary Name: _____________________________ Beneficiary SSN: ______________ Custodian's Name (only one allowed by law):_____________________________________ Minor's Name: _______________________________ Minor's SSN: _______________ (under the Uniform Gifts to Minors Act) Signature Verification Under penalties of perjury, I certify that: 1. The social security number on this form is correct. 2. I have received the prospectus and understand that BankAtlantic Bancorp Investment Notes are not bank savings or deposit accounts and are not insured by the U.S. Government or any instrumentality thereof. -2- 3. I am not subject to backup withholding, either because I have not been notified by the Internal Revenue Service (IRS), that I am subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified me that I am no longer subject to backup withholding. Only cross out subpart (3) if you are subject to backup withholdings. 4. I am a bona fide resident of the state listed above. Signature of Registered Owner: __________________________ Date: _______________ Joint Signature (if applicable): ____________________________ Date: ___________ Payment Instructions: Make your check payable to: BankAtlantic Bancorp P.O. Box 8608 Ft. Lauderdale, FL 33310-9978 Frequently Asked Questions About BankAtlantic Bancorp Investment Notes Question: What are BankAtlantic Bancorp Investment Notes? Answer: BankAtlantic Bancorp Investment Notes are unsecured subordinated notes issued by BankAtlantic Bancorp. The Notes represent debt obligations of BankAtlantic Bancorp. Question: Who is BankAtlantic Bancorp? Answer: BankAtlantic Bancorp is a bank holding company which owns 100% of BankAtlantic, a $4 billion bank and one of the largest financial institutions headquartered in Florida. Question: Are these notes insured? Answer: The Notes are not certificates of deposit or insured by the FDIC or any other government or private entity. They are, however, obligations of BankAtlantic Bancorp. Question: Is BankAtlantic Bancorp a public company? Answer: Yes. BankAtlantic Bancorp is a public company and its class A common stock is traded on the New York Stock Exchange under the symbol "BBX". -3- Question: How big is BankAtlantic Bancorp? Answer: At September 30, 1999, on a consolidated basis, BankAtlantic Bancorp, had total assets of $4.0 billion, total deposits of $2.1 billion, total stockholder equity of $237.0 million and net income for the nine months of $26.9 million. Question: What are the investment requirements? Answer: BankAtlantic Bancorp Notes are offered at a minimum of $10,000. However, you can invest $16,000, $17,000, $25,000, $100,000 or any amount you wish in additional increments of $1,000. The enclosed prospectus and prospectus supplement describe our Investment Notes. Please read all material to make an informed decision. Question: Can I invest in BankAtlantic Bancorp Notes through my IRA, Keogh or SEP? Answer: You can invest in BankAtlantic Bancorp Notes through IRA's, Keogh's, SEP's, and other qualified plans. You may use your current trustee or custodian if they permit. You may wish to consult a financial advisor and should review the risk factors before making such an investment. Question: Can my interest be paid to me on a current basis? Answer: Yes, you may elect to have your interest on your Investment Notes paid to you monthly, quarterly, semiannually, annually or at maturity. Question: May I redeem my BankAtlantic Bancorp Investment Note before maturity? Answer: Redemption will be permitted prior to maturity only in the event of death or, in certain cases, total permanent disability of a registered owner, or joint owner when death or disability occurs more than a year prior to maturity. Question: What fees or commissions will I pay? Answer: Absolutely none. There are no fees or commissions. You pay nothing extra and nothing is deducted. Every dollar of your investment will earn interest. However, an annual maintenance fee may be charged by the custodian for IRA/Keogh/SEP accounts. Question: How do I invest? -4- Answer: It's easy. After reviewing the prospectus and prospectus supplement, simply complete and sign the Investor Order Form. Please be certain to indicate how often you want to receive your interest payments. Return the Investor Order Form along with your check, payable to BankAtlantic Bancorp in the self-addressed stamped envelope provided. Question: When will I receive confirmation of my investment? Answer: You will receive a receipt for your investment approximately two weeks after it is received. (This brochure is neither an offer to sell nor a solicitation of an offer to buy securities. Such an offer can only be made by prospectus accompanied by a current prospectus supplement. Investments should be made only after full review of all risk factors contained in the prospectus). Supplement BankAtlantic Bancorp Subordinated Investment Notes Prospectus Supplement Dated ______________________ Term* Rate* Months The interest rate for the Investment Notes are available through _______________ $10,000 Minimum for Investment Notes, additional amounts in $1,000 increments for more information, call 1-800-909-6467 (Logo) P.O. Box 8608 Ft. Lauderdale, FL 33304-9978 BankAtlantic Bancorp is a public company and our class A common stock is traded on the New York Stock Exchange under the symbol "BBX" -5- An offer can only be made by the prospectus dated __________________, delivered in conjunction with this prospectus supplement dated. See "Risk Factors" in the prospectus for a discussion of factors which should be considered with an investment in the Investment Notes. * The interest rates and term for the Investment Notes are available through __________________________. BankAtlantic Bancorp has the right to reject any order in its sole discretion. Payments must be made in cashier checks, money order or checks drawn on United States Banks. Advertisment Term* Rate* Months This interest rate is available through ____________________ $10,000 minimum investment (additional increments of $1,000) Fixed Rate No fees or commissions Interest paid monthly, quarterly, semiannually, annually or at maturity For a prospectus and a free information kit call (Logo) 1-800-909-6467 BankAtlantic Bancorp is a public company. It's class A common stock is traded on the New York Stock Exchange under the symbol "BBX" Subordinated investment notes represent obligations of the company and are not certificates of deposits or insured by the FDIC or any government entity. This announcement is neither an offer to sell nor a solicitation of an offer to buy subordinated investment notes. This offer is made by prospectus only. -6- -----END PRIVACY-ENHANCED MESSAGE-----