UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
Common stock, par value $0.15 per share
(Title of Class of Securities)
(CUSIP Number)
BankAtlantic Bancorp, Inc.
2100 West Cypress Creek Road
Fort Lauderdale, Florida 33309
Attn: Alan B. Levan, Chairman of the Board and Chief Executive Officer
(954) 940-5020
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Amendment No. 2 to Schedule 13D
This Amendment No. 2 to Schedule 13D is filed by BankAtlantic Bancorp, Inc. (“BankAtlantic
Bancorp”) to amend Item 5 of the Schedule 13D filed by BankAtlantic Bancorp on March 9, 2007, as
amended by Amendment No. 1 thereto filed by BankAtlantic Bancorp on January 16, 2008.
Item 5: Interest in Securities of the Issuer
On March 17, 2008, BankAtlantic Bancorp, along with another selling shareholder, entered into
a purchase agreement (the “Purchase Agreement”) with Stifel, Nicolaus & Company, Incorporated,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Keefe, Bruyette & Woods, Inc. and Fox-Pitt
Kelton Cochran Caronia Waller (USA) LLC (collectively, the “Underwriters”) in connection with an
underwritten public offering of shares of common stock of Stifel Financial Corp. (“Stifel”). Under
the terms and conditions of the Purchase Agreement, BankAtlantic Bancorp agreed to sell to the
Underwriters 1,600,000 shares of Stifel’s common stock and granted the Underwriters an option (the
“Over-Allotment Option”) to purchase 285,000 additional shares of Stifel’s common stock to cover
over-allotments, if any, in each case at $40.00 per share. On March 18, 2008, the Underwriters
exercised in full the Over-Allotment Option and, on March 24, 2008, the sale of the aggregate of
1,885,000 shares of Stifel’s common stock was completed. After giving effect to this sale,
BankAtlantic Bancorp beneficially owns 724,078 shares of
Stifel’s common stock (including 481,724 shares of Stifel’s
common stock which may be purchased by BankAtlantic Bancorp at $36.00
per share pursuant to immediately exercisable warrants), which
represents approximately 4.48% of the issued and outstanding shares of Stifel’s common stock. BankAtlantic Bancorp has the sole power to vote or
direct the vote of, and the sole power to dispose or direct the disposition of, all of such shares.
Other than as set forth herein, neither BankAtlantic Bancorp or BFC Financial Corporation,
BankAtlantic Bancorp’s controlling shareholder, nor, to the best of their knowledge, any of their
respective directors, executive officers or control persons, beneficially owns any shares of
Stifel’s common stock or has effected any transaction in any shares of Stifel’s common stock during
the past 60 days.