ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF BANKATLANTIC BANCORP,
INC.
The Articles of Incorporation of BANKATLANTIC BANCORP, INC., a Florida
corporation (the "Corporation"), are hereby amended pursuant to the provisions
of Section 607.1006 of the Florida Business Corporation Act as follows:
1. The introductory paragraph and Section A of Article III shall be deleted
in their entirety and amended to read as follows:
ARTICLE III - CAPITAL STOCK
The aggregate number of shares of capital stock which this Corporation
shall have authority to issue is One Hundred Thirty Five Million (135,000,000)
of which Ten Million (10,000,000) shall be preferred stock, par value $.01 per
share, and of which One Hundred Twenty Five Million (125,000,000) shall be
common stock, par value $.01 per share, consisting of Eighty Million
(80,000,000) shares of a class designated "Class A Common Stock" and Forty Five
Million (45,000,000) shares of a class designated "Class B Common Stock" (the
Class A Common Stock and the Class B Common Stock are sometimes hereinafter
referred collectively as the "Common Stock"). The preferred stock may be divided
into and issued in series by the Board of Directors as set forth below. The
Board of Directors shall fix the consideration to be received for each share.
Such consideration shall consist of any tangible or intangible property or
benefit to this Corporation, including cash, promissory notes, services
performed or securities of other corporations or entities and shall have a
value, in the judgment of the Board of Directors, equivalent to or greater than
the full par value of the shares. In the case of a stock dividend, that part of
the surplus of the Corporation which is transferred to stated capital upon the
issuance of shares as a share dividend shall be deemed to be the consideration
for their issuance. Upon the filing of these Articles of Amendment with the
Secretary of State of the State of Florida, each share of Class B Common Stock
of the Corporation then outstanding shall, without any action on the part of the
holder thereof, be changed into Four Million Eight Hundred Seventy Six Thousand
One Hundred Twenty Four (4,876,124) shares of Class B Common Stock of the
Corporation.
A. Common Stock, Class A Common Stock and Class B Common Stock. The Class A
Common Stock and the Class B Common Stock shall be identical in all respects and
shall have equal rights and privileges except as set forth in this Article III
A. The relative rights, preferences, privileges and restrictions of the Class A
Common Stock and Class B Common Stock are as follows:
1. Voting. Except as provided in this Article III (or in any supplementary
sections thereto), the holders of the Class B Common Stock shall exclusively
possess all voting power. Each holder of shares of Class B Common Stock shall be
entitled to one vote per share. Each holder of shares of Class A Common Stock
shall have no voting rights except as required by law. There shall be no
cumulation of votes for the election of directors.
2. Dividends. Whenever there shall have been paid, or declared and set
aside --------- for payment, to the holders of the outstanding shares of any
class of stock having preference over the Common Stock as to the payment of
dividends, the full amount of
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dividends and of a sinking fund, retirement fund, or other required
payments, if any, to which such holders are respectively entitled in preference
to the Common Stock, then dividends may be paid on the Common Stock and on any
class or series of stock entitled to participate therewith as to dividends when
and as declared by the Board of Directors out of any assets legally available
for the payment of dividends. Holders of Common Stock shall be entitled to such
dividends as may be declared by the Board of Directors, provided that (i) with
respect to dividends payable in cash, the distribution per share of Class A
Common Stock must be equal to at least 110% of the amount of the distribution
per share of Class B Common Stock and (ii) with respect to dividends or other
distributions payable other than in cash, including distributions pursuant to
stock dividends or stock splits or divisions, the distribution per share of
Class A Common Stock must be identical to the distribution per share of Class B
Common Stock, except that a dividend or other distribution to holders of Class A
Common Stock may be declared and issued in Class A Common Stock and a dividend
or other distribution to holders of Class B Common Stock may be declared and
issued in either Class A Common Stock or Class B Common Stock provided that in
each case the number of shares so declared and issued on a per share basis to
such holders is the same.
3. Rights upon Liquidation or Dissolution. In the event of any liquidation,
dissolution, or winding up of the Corporation, the holders of Common Stock (and
the holders of any class or series of stock entitled to participate with such
stock in the distribution of assets) shall be entitled to receive, in cash or in
kind, the assets of the Corporation available for distribution remaining after:
(i) payment or provision for payment of the Corporation's debts and liabilities;
(ii) distributions or provision for distributions in settlement of its
liquidation account; and (iii) distributions or provision for distributions to
holders of any class or series of stock having preference over the Common Stock
in the liquidation, dissolution, or winding up of the Corporation. Each share of
Class A Common Stock and Class B Common Stock shall be entitled to share
ratably, as a single class, in such remaining assets of the Corporation.
The foregoing Articles of Amendment to the Articles of Incorporation were
duly adopted and approved by the holders of the Corporation's voting stock and
by the board of directors of the Corporation, in each case, by unanimous written
consent in lieu of a meeting, pursuant to Sections 607.0704 and 607.0821 of the
Florida Business Corporation Act, as of April 16, 2001. The number of votes cast
was sufficient for approval.
IN WITNESS WHEREOF, the undersigned Chairman of the Board and Chief
Executive Officer has executed these Articles of Amendment to the Articles of
Incorporation this 16th day of April, 2001.
BANKATLANTIC BANCORP, INC.
By: /s/ Alan B. Levan
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Alan B. Levan,
Chairman of the Board
and Chief Executive Officer
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