FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Commission File Number 0-9811
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
BFC FINANCIAL CORPORATION
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(Exact name of Registrant as specified in charter)
Amendment No. 1 to Annual Report
on FORM 10-K
for the year ended December 31, 1993
The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the year ended December 31, 1993, as set forth in the pages attached hereto:
Add the following items to Part III:
Item 10. Directors and Executive Officers of the
Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
Item 13. Certain Relationships and Related Transactions.
Such items are attached hereto.
BFC Financial Corporation and Subsidiaries
PART III
ITEM 10. Directors and Executive Officers of the Registrant
(a) Identification of Directors.
Name Age Director Since Term Expires
---------------------- --- -------------- ------------
Alan B. Levan 49 1978 1995
Earl Pertnoy 67 1978 1996
Carl E.B. McKenry, Jr. 64 1981 1994
John E. Abdo 50 1988 1996
All Directors are to serve until the election and qualification of their
respective successors.
(b) Identification of Executive Officers.
Name Age Position
--------------- --- ----------------------------------------------
Alan B. Levan 49 President, Chairman of the Board, Director
Glen R. Gilbert 49 Senior Vice President, Chief Financial Officer
and Secretary
All officers are to serve until they resign or are replaced by the Board of
Directors.
(c) Identification of Certain Significant Employees.
The following persons are executive officers of the Registrant's principal
subsidiary, BankAtlantic, A Federal Savings Bank ("BankAtlantic"). Positions
indicated are those held at BankAtlantic.
Name Age Position
---------------- --- -------------------------------------------------
Alan B. Levan 49 Director, Chief Executive Officer
John E. Abdo 50 Director, Vice Chairman of the Board
John P. O'Neill 44 Director, President
Frank V. Grieco 49 Director, Senior Executive Vice President
Jasper Eanes 48 Executive Vice President, Chief Financial Officer
Lewis F. Sarrica 50 Executive Vice President
Marcia K. Snyder 39 Executive Vice President
Gerald S. Watson 56 Executive Vice President
(d) Family Relationships.
None.
(e) Business Experience.
ALAN B. LEVAN formed the I.R.E. Group in 1972. Since 1978, he has been the
Chairman of the Board, President, and Chief Executive Officer of BFC
Financial Corporation or its predecessors. He is Chairman of the Board and
President of I.R.E. Realty Advisors, Inc., I.R.E. Properties, Inc., I.R.E.
Realty Advisory Group, Inc., U.S. Capital Securities, Inc., and Florida
Partners Corporation. He is Chairman of the Board and Chief Executive Officer
of BankAtlantic. He is an individual general partner and an officer and a
director of the corporate general partners of various public limited
partnerships all of which are affiliated with Registrant.
CARL E. B. McKENRY, JR. is the Director of the Small Business Institute at
the University of Miami in Coral Gables, Florida. He has been associated in
various capacities with the University since 1955. He has been a director of
BFC Financial Corporation since 1981 and is also a director of the corporate
general partners of various affiliated public limited partnerships.
EARL PERTNOY has been for more than the past five years a real estate
investor and developer. He has been a director of BFC Financial Corporation
and its predecessor companies since 1978 and is also a director of the
corporate general partners of various affiliated public limited partnerships.
JOHN E. ABDO has been principally employed as President and Chief Executive
Officer of Wellington Construction & Realty, Inc., a real estate development,
construction and brokerage firm, for more than five years. He has been a
director of BankAtlantic since 1984 and President of BankAtlantic Development
Corporation, a wholly-owned subsidiary of BankAtlantic, since 1985. He has
been Chairman of the Executive Committee of BankAtlantic since October 1985
and Vice Chairman of the Board of BankAtlantic since April 1987. He is also
a director of Benihana National Corporation and a director and Chairman of
the Board of Coconut Code, Inc.
GLEN R. GILBERT has been Senior Vice President of BFC Financial Corporation
since January 1984. In May 1987, he was appointed Chief Financial Officer
and in October 1988, was appointed Secretary. He joined Registrant in
November 1980 as Vice President and Chief Accountant. He has been a
certified public accountant since 1970. He serves as an officer of Florida
Partners Corporation and of the corporate general partners of various
affiliated public limited partnerships.
The principal occupation and certain other information with respect to
certain significant employees of Registrant, not included above, is set forth
below. All named persons are executive officers of Registrant's principal
subsidiary, BankAtlantic. The positions indicated are those held at
BankAtlantic.
JASPER R. EANES joined BankAtlantic in January 1989 as Senior Vice President,
Director of Internal Auditing and became Executive Vice President, Chief
Financial Officer in August 1989. Prior to joining BankAtlantic, he served
as Senior Vice President, Chief Financial Officer of Newport News Savings
Bank, Newport News, Virginia.
FRANK V. GRIECO joined BankAtlantic in April 1991 as a Director and Senior
Executive Vice President. Prior to joining BankAtlantic, from May 1987 to
April 1991, he was the sole proprietor of a financial consulting firm
JOHN P. O'NEILL joined BankAtlantic in March 1986 as Vice President and
Manager of Branch Sales and Administration. He became Senior Vice President,
Community Banking in December 1986 and Executive Vice President, Retail
Banking in June 1988. He was elected President in July 1991 and became a
Director in August 1991, filling a vacancy on the Board.
LEWIS F. SARRICA joined BankAtlantic in April 1986 as Senior Vice President
and Senior Investment Officer. He became Executive Vice President, Chief
Investment Officer in December 1986. In August 1991, he assumed
responsibility for the Consumer Lending Division.
MARCIA K. SNYDER joined BankAtlantic in November 1987 as Senior Vice
President, Commercial Real Estate Department Head. She became Corporate
Banking Department Head in April 1989 and Executive Vice President,
Commercial Lending in August 1989.
GERALD S. WATSON joined BankAtlantic in August 1989 and became Executive Vice
President and Director of Operations the same month. In August 1991, he
assumed the responsibility for the Management Information Systems Division.
Prior to joining BankAtlantic, he was Executive Vice President - Operations
at Eagle National Bank of Miami and Senior Vice President and Senior
Operations Officer at First American Bank & Trust, Lake Worth, Florida.
(f) Involvement in Certain Legal Proceedings.
See Item 3. Legal Proceedings, Timothy J. Chelling vs. BFC Financial
Corporation, Alan B. Levan, et.al. for information on a verdict in which Alan
B. Levan was a named party.
(g) Promoters and Control Persons.
Not applicable.
ITEM 11. Executive Compensation
(b) Summary Compensation Table.
The following table and the notes thereto set forth information with respect
to annual compensation paid by Registrant and its subsidiaries, excluding
BankAtlantic, for services rendered in all capacities during the year ended
December 31, 1993, to each of the executive officers of Registrant as well as
total annual compensation paid to each of those individuals for the prior two
years.
Other
Name and Annual
Principal Position Year Salary Bonus Compensation
------------------------- ---- --------- ------ ------------
Alan B. Levan (1) 1993 $ 301,154 $ 11,538 $46,394
Chairman of the Board, 1992 $ 302,307 -
President and Chief 1991 563,940 -
Executive Officer
Glen R. Gilbert 1993 191,164 7,320 -
Senior Vice President, 1992 188,165 -
Chief Financial Officer 1991 182,459 34,600
and Secretary
~~~~~~~~~~~
(1) Excludes salary and bonuses, respectively, paid by Registrant's
principal subsidiary, BankAtlantic, in the amount of $263,853 and $101,517
for 1993, $259,614 and $14,274 for 1992, and $315,267 and $0 for 1991.
The foregoing table includes only executive officers of Registrant and does
not include executive officers of Registrant's principal subsidiary,
BankAtlantic, A Federal Savings Bank. Executive officers of BankAtlantic do
not have significant executive responsibilities with respect to key policy
decisions of Registrant.
(c) Options/SAR Grants Table.
No options or stock appreciation rights were granted during 1993 to the above
named executive officers.
(d) Aggregated Option/SAR Exercises and Fiscal Year End Option/SAR Value
Table.
On November 19, 1993, BFC Financial Corporation's stockholders approved a
Stock Option Plan under which options to purchase up to 250,000 shares of
common stock may be granted. The plan provided for the grant of both
incentive stock options and non-qualifying options. The exercise price of
an incentive stock option will not be less than the fair market value of
the common stock on the date of the grant. The exercise price of non-
qualifying options will be determined by a committee of the Board of
Directors. On November 22, 1993, in accordance with the terms of the
Stock Option Plan, non-qualifying stock options for 10,000 shares of
common stock were granted to non-employee directors. The options were
issued at $4.50 per share, the fair market value at the date of grant.
Registrant's subsidiary, BankAtlantic maintains a Key Employee's Stock
Options Plan pursuant to which key employees of BankAtlantic and its
subsidiaries are eligible to receive grants of options of BankAtlantic common
stock. None of the officers, directors or employees of Registrant
participate in BankAtlantic's Stock Option Plan.
Registrant and BankAtlantic have not granted and do not currently grant stock
appreciation rights.
(e) Long-Term Incentive Plan ("LTIP") Awards Table
Profit Sharing Plan.
Registrant has made available a profit-sharing plan to all employees (other
than BankAtlantic employees) who meet certain minimum requirements.
Registrant is not required to make any contribution and the amount of
Registrant's contribution is determined each year by the Board of Directors.
It requires a uniform allocation to each employee of 0% to 15% of
compensation (maximum compensation considered is $50,000). Vesting is in
increments over a 7-year period to 100%. Alan B. Levan and Glen R. Gilbert
are 100% vested.
Performance Period Threshold,
Amount of Until Maturation Target
Name Award or Payment and Maximum
--------------- --------- ----------------- ------------
Alan B. Levan $ 431 1993 $56,279
Glen R. Gilbert $ 431 1993 $44,438
BankAtlantic Bonus Plan
Subject to receipt of required regulatory approval, BankAtlantic had agreed
to pay its executives long term compensation. Such deferred compensation is
generally equal to $100,000 on the fifth and tenth anniversary of an
established date relating to the individual's election to an executive
position and $50,000 a year beginning on the eleventh anniversary and ending
on the twentieth anniversary or age 65, whichever occurs first. Such
compensation is payable only if their employment continues through the
relevant anniversary date and such agreement does not obligate BankAtlantic
to employ any of these individuals during the periods giving rise to the
payment. This plan was terminated on June 30, 1993. During 1993, no
payments were made to Mr. Levan under the plan.
Effective January 1, 1994, a new Long Term Compensation Plan was established
by BankAtlantic for all executive officers and one senior vice president.
All such executives will be eligible to receive, subject to a 5-year vesting,
deferred compensation of an additional $10,000 each ($5,000 in the case of
Mr. Abdo) if certain corporate profit objectives are achieved. The same
executives will be eligible to receive, subject to a 5-year vesting, deferred
compensation of an additional $10,000 each ($5,000 in the case of Mr. Abdo)
if a higher corporate profit objective is achieved.
(f) Defined Benefit or Actuarial Plan Disclosure
BankAtlantic Retirement Plan
BankAtlantic maintains a qualified noncontributory defined benefit pension
plan for all of its employees (the "Pension Plan"). The Pension Plan is
administered by a Retirement Sub-Committee of the Benefits Committee
appointed by the Board of Directors of BankAtlantic. When an employee is
hired by BankAtlantic, the employee becomes eligible to participate in the
pension plan when the employee has completed 1,000 hours of service at
December 31 and is at least 21 years old.
In general, the pension plan provides for monthly payments to or on behalf of
each covered employee upon such employee's retirement (with provisions for
early or postponed retirement), death or disability. The amount of the
monthly payments is based generally upon the employee's average regular
monthly compensation from BankAtlantic for the highest consecutive five years
of the last ten years prior to retirement, death or disability, and upon such
employee's years of service with BankAtlantic. Benefits under the pension
plan vest fully upon completion of five years of service. Benefits are
payable on a basis of ten-year certain and life thereafter. The benefits are
not subject to any deduction for Social Security or other offset amounts. At
December 31, 1992, Mr. Levan had seven years of credited service under the
Pension Plan.
The following table illustrates annual pension benefits at age 65 for various
levels of compensation and years of services.
Average Annual
Compensation Annual Pension Benefit Based on Years of Service
At Retirement 5 Years 10 Years 20 Years 30 Years 40 Years
------------- ------- -------- -------- -------- --------
$ 40,000 3,380 6,760 13,520 20,280 27,160
80,000 6,880 13,760 27,520 41,280 55,160
120,000 10,380 20,760 41,520 62,280 83,160
160,000 13,880 27,760 55,520 83,280 111,160
200,000 17,380 34,760 69,520 104,280 118,800*
240,000 20,880 41,760 83,520 118,880* 118,880*
280,000 24,380 48,760 97,520 118,880* 118,880*
~~~~~~~~~~~~~~~~~~
*Current maximum benefit permissible.
The Omnibus Budget Reduction Act (OBRA) of 1993 included a provision that
limits an employee's compensation that may be taken into account in
determining the employee's benefit under the Pension Plan to $150,000 per
year. The Pension Plan will be amended to reflect this provision.
(g) Compensation of Directors
Members of the Board of Directors of Registrant who are not employees of
Registrant receive $1,300 per month for serving on Registrant's Board.
Additionally, members of the Audit Committee receive a fee of $1,000 per
Audit Committee meeting attended. Other than such compensation, there are no
other arrangements pursuant to which any director is compensated for his
services as such.
(h) Employment Contracts and Termination of Employment and Change of
Control Arrangements
Not applicable.
(j) Compensation Committee Interlocks and Insider Participation
BFC Financial Corporation's Board of Directors served as the Compensation
Committee for BFC Financial Corporation during 1993. During 1993, there were
no increases in base salaries for executive officers including the CEO. Mr.
Levan and Mr. Abdo serve on the Board of Directors and as such would have
participated in decisions by BFC Financial Corporation's Board of Directors
regarding compensation of its executives.
ITEM 12. Security Ownership of Certain Beneficial Owners & Management
(a) Security Ownership of Certain Beneficial Owners
The following table and the notes thereto set forth certain information as to
those persons known to Registrant to be the beneficial owners of more than
five percent (5%) of Registrant's outstanding Common Stock as of April 25,
1994. Unless otherwise indicated, the beneficial owners listed below have
sole voting and investment power over the shares listed beside their names.
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Beneficial Owner of Class
Common I.R.E. Realty Advisors, Inc. 242,221 10.5%
1320 South Dixie Highway Direct
Coral Gables, Florida 33146
Common I.R.E. Properties, Inc. 136,666 5.9%
1320 South Dixie Highway Direct
Coral Gables, Florida 33146
Common I.R.E. Realty Advisory
Group, Inc. (1) 500,000 21.7%
1320 South Dixie Highway Direct
Coral Gables, Florida 33146
Common Alan B. Levan (2) (3) 57,065 2.5%
1320 South Dixie Highway Direct
Coral Gables, Florida 33146
Common Florida Partners Corporation 133,314 5.8%
1320 South Dixie Highway Direct
Coral Gables, Florida 33146
Common John E. Abdo (3) 361,028 15.7%
1350 N.E. 56 Street Direct
Fort Lauderdale, Florida 33334
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Beneficial Owner of Class
Common Dr. Herbert A. Wertheim (4) 349,100 15.1%
191 Leucadendra Drive Direct
Coral Gables, Florida 33156
~~~~~~~~~~~~~~~~~~~~~~
(1) Registrant owns 50% of I.R.E. Realty Advisory Group, Inc.
(2) Alan B. Levan is a controlling and majority shareholder of I.R.E.
Realty Advisors, Inc., I.R.E. Properties, Inc. and may be deemed to be the
controlling shareholder of I.R.E. Realty Advisory Group, Inc. and Florida
Partners Corporation and therefore may be deemed to be the beneficial owner
of the shares of Common Stock owned by such entities in addition to his
personal holdings of 57,065 shares of Common Stock, for an aggregate
beneficial ownership of 1,069,266 shares of Common Stock (46.4%). During
1994, Mr. Levan received options to acquire 100,000 shares of Common Stock of
Registrant.
(3) On May 10, 1989, Mr. Abdo and certain members of his family (the
"Abdos") were issued 353,478 shares of Registrant's authorized but unissued
Common Stock pursuant to the terms of a Stock Purchase Agreement with
Registrant under which Registrant acquired 282,782 shares (9.17%) of
BankAtlantic, owned by the Abdo family. As a result of such transaction, the
Abdos beneficially own 361,028 shares (15.7%) of Registrant's outstanding
Common Stock. In connection with the Stock Purchase Agreement, Registrant,
the Abdos and Mr. Alan B. Levan, the President of Registrant, entered into a
Shareholders' Agreement dated May 10, 1989, pursuant to which, among other
things, the Abdos have the right to require Registrant to repurchase the
shares of Common Stock in Registrant which they received for the higher of
the book value or the average market value (as defined) of the shares.
Pursuant to the Shareholders' Agreement, Registrant and Mr. Levan have the
right to require the Abdos to sell to either of them such shares on the same
terms. In February 1994, the parties mutually agreed to cancel the above
agreement. During 1994, Mr. Abdo received options to acquire 100,000 shares
of Common Stock of Registrant.
(4) Dr. Wertheim reported that he owns 349,100 shares of Registrant's
Common Stock on a Schedule 13D dated June 19, 1991. The Schedule 13D
indicates that the shares were acquired for private investment.
Registrant knows of no other persons who beneficially own 5% or more of its
outstanding Common Stock.
(b) Security Ownership of Management
Set forth in the following table and notes thereto is certain information
with respect to the beneficial ownership of shares of Common Stock as of
April 25, 1994 by each of the directors of Registrant and all directors and
officers of the Company as a group. Unless otherwise indicated, the persons
listed below have sole voting and investment power over the shares listed
beside their names.
Title Name of Beneficial Amount and Nature of Percent
of Class Owner or Number in Group Beneficial Ownership of Class
Common Alan B. Levan (1) 57,065 Direct 2.5%
1,012,201 Indirect 43.9%
Title Name of Beneficial Amount and Nature of Percent
of Class Owner or Number in Group Beneficial Ownership of Class
Common Earl Pertnoy (2) 1,500 Direct .1%
Common Carl E. B. McKenry, (3) 667 Direct 0%
Common John E. Abdo (4) 61,028 Direct 15.5%
Common Glen R. Gilbert 978 Direct 0%
Common All officers and directors
as a group (5 persons) 1,133,439 49.2%
~~~~~~~~~~~~~~~~~~~~~
(1) See Footnote 2 and 3 to the table under the heading "Security
Ownership of Certain Beneficial Owners & Management".
(2) Such shares are held of record by Mr. Pertnoy's wife.
(3) Such shares are held of record in an IRA account.
(4) See Footnote 3 to the table under the heading "Security Ownership of
Certain Beneficial Owners & Management" with respect to the acquisition of
353,478 shares of Registrant's Common Stock by the Abdos.
(c) Changes in Control
None.
ITEM 13. Certain Relationships and Related Transactions
(a) Transactions with Management and Others
During the year ended December 31, 1993, Registrant provided the following
services for and received reimbursements from the entities indicated, for the
amounts indicated:
Amount of Fee
or Payment
Name and Relationship to Registrant Transaction or Accrual
----------------------------------- ------------------- -------------
I.R.E. Pension Investors, Ltd. Property management $ 64,170
(Managing General Partner is Administrative and
subsidiary of Registrant) accounting services $ 63,987
I.R.E. Pension Investors, Ltd.-II Property management $ 4,891
(Managing General Partner is Administrative and
subsidiary of Registrant) accounting services $ 49,606
Other affiliates Administrative and
accounting services $ 21,281
(b) Certain Business Relationships
Alan B. Levan, the President and a director of Registrant, is also President
and a director of I.R.E. Properties, Inc., I.R.E. Realty Advisory Group, Inc.
and Florida Partners Corporation. Mr. Levan is also Chairman of the Board
and Chief Executive Officer of BankAtlantic. Mr. Levan is also a shareholder
of I.R.E. Properties, Inc. and may be deemed controlling shareholder of
Registrant. Mr. Levan, Earl Pertnoy and Carl McKenry serve on the Board of
Directors of managing general partners of affiliated public limited
partnerships. John E. Abdo, a director of Registrant, is Vice Chairman of
the Board of BankAtlantic.
Management believes that all transactions between Registrant and its
affiliates were on terms at least as favorable as could have been obtained
from unaffiliated third parties.
(c) Indebtedness of Management
BankAtlantic, Registrant's principal subsidiary, in the ordinary course of
its business, makes home improvement, mortgage and other installment loans to
its employees, officers and directors. These loans are made pursuant to
normal lending criteria and in BankAtlantic management's judgment, do not
involve more than the normal risk of collectibility or present any other
unfavorable features. Employees, officers and directors of BankAtlantic
previously received a preferential interest rate on home mortgage loans.
BankAtlantic's current policy with respect to mortgages made to employees is
to charge current market rates and reduce the points by 1/2 of 1%.
BankAtlantic's current policy with respect to employee installment loans
provides that the interest rate on installment loans is equal to the current
market rate applicable to the particular loan less 1%. This rate remains in
effect after any termination of employment. Effective May 31, 1990,
executive officers and directors have not been entitled to reduced rates on
any new loans granted. None of the executive officers or directors of
Registrant have been indebted to BankAtlantic or to Registrant for an amount
exceeding $60,000 at any time within the past fiscal year.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
BFC Financial Corporation
By: /S/
---------------------
Glen R. Gilbert
Senior Vice President
May 2, 1994
