BFC FINANCIAL CORPORATION
P.O. Box 5403
Fort Lauderdale, FL 33310-5403
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on November 16, 1995
Fort Lauderdale, Florida
October 23, 1995
To the Stockholders of BFC Financial Corporation:
The Annual Meeting of Stockholders of BFC Financial Corporation (the "Company")
will be held in the Lobby Conference Room, at 1750 East Sunrise Boulevard, Fort
Lauderdale, FL 33304, on November 16, 1995, at 9:30 AM local time for the
following purposes:
1. To elect one member to the Board of Directors for a term of three years;
and
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof, including any matters
relating or incident to the foregoing.
The foregoing matters are described in more detail in the Proxy Statement which
forms a part of this Notice. Only stockholders of record at the close of
business on October 16, 1995 are entitled to notice of and to vote at the Annual
Meeting.
Enclosed for your review and consideration is a proxy statement in connection
with the solicitation of proxies on behalf of the Board of Directors of the
Company for use at the Annual Meeting of Stockholders. You are urged to read
the proxy statement carefully. YOUR VOTE IS IMPORTANT.
Whether or not you expect to attend the meeting in person, please mark, sign and
return the accompanying proxy card in the enclosed envelope. If you later
desire to revoke your proxy, you may do so at any time prior to its exercise by
giving written notice to the Secretary of the Company, by execution of a
subsequent dated proxy or by personally attending and voting at the Annual
Meeting. Any proxy which is not revoked will be voted at the meeting as
directed in the proxy, or, where no direction is given, the proxy will be voted
in accordance with the recommendations of the Board of Directors.
Sincerely,
Glen R. Gilbert
Secretary
BFC FINANCIAL CORPORATION
P.O. BOX 5403
FORT LAUDERDALE, FL 33310-5403
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies to be
used at the Annual Meeting of Stockholders (the "Annual Meeting") of BFC
Financial Corporation to be held on Wednesday, November 16, 1995 commencing at
9:30 AM, local time, in the Lobby Conference Room, at 1750 East Sunrise
Boulevard, Fort Lauderdale, FL 33304, and any adjournment thereof for the
purposes set forth in the accompanying Notice of Meeting.
This solicitation of proxies is made on behalf of the Board of Directors of BFC
Financial Corporation.
A stockholder signing and returning a proxy on the enclosed form has the power
to revoke it at any time before the shares subject to it are voted, by notifying
the Secretary of BFC Financial Corporation in writing. In voting by proxy in
regard to the election of a director to serve until the 1998 Annual Meeting of
Stockholders, stockholders may vote in favor of the nominee or withhold their
vote as to the nominee. If a stockholder specifies how the proxy is to be voted,
the proxy will be voted in accordance with such specification. If a stockholder
fails to so specify, the proxy will be voted, to the extent applicable, in favor
of the director nominated by the Board of Directors. If any other matters are
properly brought before the Annual Meeting, the persons named in the
accompanying proxy will vote the shares represented by such proxy in accordance
with their own judgment.
OUTSTANDING VOTING SECURITIES
Only stockholders of record of BFC Financial Corporation Common Stock, $0.01 par
value per share, ("Common Stock") at the close of business on October 16, 1995
are entitled to vote at the Annual Meeting. On that day, there were issued and
outstanding 2,305,682 shares of Common Stock. The Common Stock constitutes the
only class of capital stock of the Company presently issued and outstanding.
Each shareholder is entitled to one vote for each share held. See "Quorum And
Required Vote" and "Security Ownership Of Certain Beneficial Owners And
Management."
QUORUM AND REQUIRED VOTE
A majority of the outstanding shares of Common Stock, represented in person or
by proxy, constitutes a quorum for the transaction of business at the Annual
Meeting. The election of a director will require the affirmative vote of a
plurality of the shares of Common Stock voting in person or by proxy at the
Annual Meeting; accordingly, votes that are withheld and broker non-votes will
not affect the outcome of the election.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table and the notes thereto set forth certain information as to
those persons known to the Board of Directors of BFC Financial Corporation to be
the beneficial owners of more than five percent (5%) of the Company's
outstanding Common Stock as of October 16, 1995. Unless otherwise indicated,
the beneficial owners listed below have sole voting and investment power over
the shares listed beside their names.
Amount and
Title Name and Address Nature of Percent
of Class of Beneficial Owner Beneficial Owner(1) of Class 1)
- -------- ------------------- ------------------- -----------
Common I.R.E. Realty Advisors, Inc. 242,221 9.6%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common I.R.E. Properties, Inc. 136,666 5.4%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common I.R.E. Realty Advisory Group, Inc.(2) 500,000 19.8%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common Alan B. Levan (3)(5) 157,064 6.2%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common Florida Partners Corporation 133,314 5.3%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common John E. Abdo 461,027 18.3%
1350 N.E. 56 Street Direct
Fort Lauderdale, Florida 33334
Common Dr. Herbert A. Wertheim (4) 384,048 15.2%
191 Leucadendra Drive Direct
Coral Gables, Florida 33156
~~~~~~~~~~~~~~~~~~~~~~
(1) Amount and nature of beneficial ownership and percent of class include
exercisable options to purchase common stock as follows:
Name Number of Shares
---- ----------------
Alan B. Levan 99,999
John E. Abdo 99,999
Glen R. Gilbert 13,333
Earl Pertnoy 3,333
Carl E.B. McKenry 3,333
In February 1995, Mr. Levan and Mr. Abdo each received options to acquire
100,000 shares of Common Stock of BFC (33,333 of which are currently
exercisable and are included in the amounts by their names above) and Mr.
Gilbert received options to acquire 10,000 shares of Common Stock of BFC
(3,333 of which are currently exercisable and are included in the amounts
by Mr. Gilbert's name above).
(2) BFC owns 50% of I.R.E. Realty Advisory Group, Inc.
(3) 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 Common Stock, for an aggregate beneficial ownership of
1,169,265 shares of Common Stock (46.3%).
(4) Dr. Wertheim reported that he owns 384,048 shares of BFC's Common Stock on
a Schedule 13D dated March 24, 1995. The Schedule 13D indicates that the
shares were acquired for private investment.
(5) 1,200 of such shares are held of record by Mr. Levan's wife.
BFC knows of no other persons who beneficially own 5% or more of its outstanding
Common Stock.
COMMON STOCK 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 October 15,
1995 owned by each of the directors of BFC Financial Corporation 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.
Name of Amount and
Title Beneficial Owner Nature of Percent
of Class or Number in Group Beneficial Ownership(1) of Class(1)
-------- ------------------ ----------------------- -----------
Common Alan B. Levan 157,064 Direct 6.2%
1,012,201 Indirect 40.1%
Common Earl Pertnoy(2) 10,233 Direct .4%
Common Carl E. B. McKenry, Jr.(3) 4,000 Direct .2%
Common John E. Abdo 461,027 Direct 18.3%
Common Glen R. Gilbert 14,311 Direct .6%
Common All officers and directors
as a group (5 persons) 1,658,836 65.7%
~~~~~~~~~~~~~~~~~~~~~
(1) See Footnotes 1, 2, 3, 5 and 6 to the table under the heading
"Principal Stockholders ".
(2) 1,900 of such shares are held of record by Mr. Pertnoy's wife.
(3) 667 of such shares are held of record in an IRA account.
ELECTION OF DIRECTORS
The bylaws of BFC Financial Corporation provide that the Board of Directors
shall consist of not less than three nor more than twelve members divided into
three classes. The Board currently consists of four members. The term of one
director expires at the Annual Meeting and it is therefore necessary to elect a
director to fill such vacancy to serve for a three year term, or until his
respective successor has been elected and qualified. The Board of Directors has
nominated Alan B. Levan to serve as a director in the class whose term expires
at the 1998 Annual Meeting of Shareholders. Mr. Levan is currently a member of
the Company's Board of Directors.
There are no arrangements or understandings between the Company and any person
pursuant to which such person has been or will be elected a director and there
are no familial relationship between any director or officer of the Company.
It is intended that the shares represented by each proxy, when properly in the
form of the accompanying proxy card and timely received, will be voted for the
nominee for director or in the discretion of the proxy, for a substitute nominee
designated by the Board of Directors in the event that the nominee becomes
unavailable for election. See "Quorum and Required Vote'.
BOARD OF DIRECTORS
The following information is provided for each of the Company's current
directors.
Name Age Director Since Term Expires
---- --- -------------- ------------
Alan B. Levan 51 1978 1995
Earl Pertnoy 69 1978 1996
Carl E.B. McKenry, Jr. 66 1981 1997
John E. Abdo 52 1988 1996
All Directors are to serve until the election and qualification of their
respective successors.
The principal occupation and certain other information with respect to each
director, including the nominee is set forth below.
NOMINEE TO SERVE THREE-YEAR TERM EXPIRING AT THE 1998 ANNUAL MEETING
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 also Chairman of the Board and Chief Executive Officer of BankAtlantic
Bancorp, Inc. (`BBC'') and BankAtlantic, A Federal Savings Bank
(`BankAtlantic''). Additionally, 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 BFC Financial Corporation.
DIRECTOR SERVING THREE-YEAR TERM EXPIRING AT THE 1997 ANNUAL MEETING
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.
DIRECTORS SERVING THREE-YEAR TERMS EXPIRING AT THE 1996 ANNUAL MEETING
EARL PERTNOY is 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 is the President and Chief Executive Officer of Wellington
Construction & Realty, Inc., a real estate development, construction and
brokerage firm. He has been Vice Chairman of the Board of BFC Financial
Corporation since 1993. He has been a director of BankAtlantic since 1984,
Chairman of the Executive Committee of BankAtlantic since October 1985 and Vice
Chairman of the Board of BankAtlantic since April 1987. In 1994, he became a
director of BBC, a savings bank holding company and parent corporation of
BankAtlantic. He is also a Director of Benihana National Corporation, a national
restaurant chain, and Chairman of the Board of Coconut Code, Inc., a software
company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1994, the Board of Directors held eight meetings and took no actions by
unanimous written consent. No director attended fewer than seventy-five percent
(75%) of the total number of meetings of the Board of Directors or the
committees on which such Board member served during this period.
The members of the Audit Committee are Dr. Carl E.B. McKenry, Jr. and Earl
Pertnoy. The Audit Committee meets as needed but no less frequently than
annually to consider the findings of BFC Financial Corporation's independent
auditors and to evaluate policies and procedures relating to internal controls.
The Audit Committee held four meetings during the year ended December 31, 1994.
The members of the Compensation Committee are Dr. Carl E.B. McKenry, Jr. and
Earl Pertnoy. The Compensation Committee held one meeting during 1994. The
primary purpose of the Compensation Committee is to establish and implement
compensation policy and programs for BFC Financial Corporation executives. The
Compensation Committee also recommends the compensation arrangements for
executive officers and directors. It also serves as the Stock Option Committee
for the purpose of determining the options to be granted under the BFC Financial
Corporation Stock Option Plan.
The Board of Directors has no standing nominating committee.
COMPENSATION OF DIRECTORS
Members of the Board of Directors of the Company who are not employees of the
Company receive $1,300 per month for serving on the Company'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.
IDENTIFICATION AND BACKGROUND OF EXECUTIVE OFFICERS AND CERTAIN SEGNIFICANT
EMPLOYEES
The Executive Officers of the Company are as follows:
Name Age Position
---- --- --------
Alan B. Levan 51 President, Chairman of the Board, Director
Glen R. Gilbert 50 Senior Vice President, Chief Financial Officer
and Secretary
The following persons are executive officers of BBC. Positions indicated are
those held at BBC.
Name Age Position at BBC
---- --- ---------------
Alan B. Levan 51 Director, Chairman of the Board and Chief
Executive Officer
John E. Abdo 52 Director, Vice Chairman of the Board
John P. O'Neill 46 Director, President
Frank V. Grieco 51 Director, Senior Executive Vice President
Jasper Eanes 50 Executive Vice President, Chief Financial Officer
All such officers will serve until they resign or are replaced by the Board of
Directors.
BACKGROUND OF EXECUTIVE OFFICERS
ALAN B. LEVAN - See "Election Of Directors".
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 the Company 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 the
executive officers of BBC is set forth below.
ALAN B. LEVAN - See "Election Of Directors".
JOHN E. ABDO - See "Election Of Directors".
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. In 1994, he became Executive Vice President,
Chief Financial Officer of BBC.
FRANK V. GRIECO joined BankAtlantic in April 1991 as a Director and Senior
Executive Vice President. For four years prior to joining BankAtlantic, he was
the sole proprietor of a financial consulting firm. In 1994, he became a
Director, Senior Executive Vice President and Secretary of BBC.
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. In 1994, he became a Director and
President of BBC.
EXECUTIVE COMPENSATION
The following table and the notes thereto set forth information with respect to
the annual compensation paid by the Company and its subsidiaries, excluding BBC
and its subsidiaries, for services rendered in all capacities during the year
ended December 31, 1994 to each of the executive officers of the Company as well
as total annual compensation paid to each of those individuals for the prior two
years.
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Restricted Stock All
Name and Annual Stock Options Other
Principal Compen- Awards(s) Awarded LTIP Compen-
Position Year Salary Bonus sation ($) (#) Payouts sation(b)
---------------------- ---- --------- ------- -------- ---------- --------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alan B. Levan(a) 1994 $300,577 5,769 9,647 - 100,000 436 158,601
Chairman of the Board, 1993 301,154 11,538 15,397 - - 431 29,997
President and Chief 1992 302,307 - - - 448
Executive Officer
Glen R. Gilbert 1994 190,676 3,660 - - 15,000 436 -
Senior Vice President, 1993 191,164 7,320 - - - 431 -
Chief Financial Officer 1992 188,165 - - - 448
and Secretary
</TABLE>
~~~~~~~~~~~
(1) Excludes salary, bonuses and other compensation, respectively, paid by BBC
and its subsidiaries to Mr. Levan in the amount of $294,965, $151,050 and
$2,212 for 1994, $263,853, $101,517 and $946 for 1993, and $259,615,
$14,274 and $389 for 1992.
(2) Represents reimbursements or payments for life and disability insurance.
The foregoing table includes only executive officers of BFC and does not include
executive officers of BBC or its subsidiaries. Other than Alan B. Levan,
executive officers of BBC and BankAtlantic do not have significant executive
responsibilities with respect to key policy decisions of BFC. Further, such
persons are not employees of BFC.
OPTIONS/SAR GRANTS TABLE
The following table sets forth information concerning individual grants of stock
options pursuant to BFC's Stock Option Plan during the year ended December 31,
1994 to each of the named executive officers. BFC has not granted and does not
currently grant stock appreciation rights.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term (b)
----------------------------------------------- ---------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted(a) Fiscal Year ($/Share) Date 5% ($) 10% ($)
---- ---------- ----------- --------- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Alan B. Levan 100,000 87% 4.95 2/11/04 238,003 672,184
Glen R. Gilbert 15,000 13% 4.50 2/11/04 42,450 107,578
</TABLE>
(1) Options vest 1/3 on February 11, 1994, 1/3 on February 11, 1995 and 1/3 on
February 11, 1996.
(2) Amounts for the named executive have been calculated by multiplying the
stock price at the time of the grant by the annual appreciation rate shown
(compounded for the remaining term of the options), subtracting the
exercise price per share and multiplying the gain per share by the number
of shares covered by the options. The dollar amounts under these columns
are the result of calculations based upon assumed rates of annual
compounded stock price appreciation specified by regulation and are not
intended to forecast actual future appreciation rates of BFC's stock
prices.
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR END OPTION/SAR VALUE TABLE
The following table sets forth as to each of the named executive officers
information with respect to the number of shares of Common Stock underlying
unexercised options at December 31, 1994. BFC has not granted and does not
currently grant stock appreciation rights.
<TABLE>
<CAPTION>
Number of securities Value of Unexercised
Underlying Unexerxised In-the-Money
Shares Options Options
Acquired on Value at December 31, 1994 (#) at December 31, 1994 ($)
------------------------ ------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alan B. Levan - - 33,333 66,667 - -
Glen R. Gilbert - - 5,000 10,000 - -
</TABLE>
LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE
BFC has made available a profit-sharing plan to all employees (other than BBC
employees) who meet certain minimum requirements. BFC is not required to make
any contribution and the amount of BFC'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 $ 436 1994 $60,866
Glen R. Gilbert $ 436 1994 $48,063
STOCK PERFORMANCE GRAPH AND COMPENSATION COMMITTEE REPORT
Notwithstanding contrary statements set forth in any of the Company's previous
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
that might incorporate future filings, including this proxy statement, the Stock
Performance Graph and the Compensation Committee Report set forth below shall
not be incorporated by reference into such filings.
STOCK PERFORMANCE GRAPH
The following graph provides an indicator of cumulative total stockholder
returns for the Company as compared with the Total Return Index for the NASDAQ
Stock Market (U.S. companies) and Total Return Index for the NASDAQ Financial
Stocks:
FIVE YEAR PERFORMANCE COMPARISON
[Perfromance Graph Is Here]
12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94
-------- -------- -------- -------- -------- --------
BFC Financial 100 25 13 36 82 77
Corporation
Nasdaq Stock Market 100 85 136 159 181 177
Nasdaq Financial 100 77 119 170 197 198
Stocks
*Assumes $100 invested on December 31, 1989.
COMPENSATION COMMITTEE REPORT
Directors McKenry and Pertnoy have been designated by the Board of Directors to
serve on the Compensation Committee. The Compensation Committee has provided the
following report on executive compensation.
EXECUTIVE OFFICER COMPENSATION
General - The primary focus of the Committee is to develop and implement
compensation policies, plans and programs relating to compensation of BFC
Financial Corporation's executive officers. Compensation to executive officers
in 1994 remained at the same level as in the prior two years with the exception
of a bonus in 1994 equivalent to one weeks salary as compared to a bonus
equivalent to two weeks salary in 1993. This bonus was given to all employees of
the Company, not just the executive officers.
Executive Compensation Policy - BFC Financial Corporation's overall
compensation philosophy is to retain quality personnel, which is critical to
both the short-term and long-term success of BFC Financial Corporation.
Base Compensation - BFC Financial Corporation's approach to base compensation
is to offer competitive salaries in comparison to market practices. During 1994
base salaries for all executives, including the CEO, were maintained at the 1992
and 1993 levels. In setting base compensation, market compensation levels and
trends in the labor market are observed. Market information is used as a frame
of reference for annual salary adjustments.
Stock Options - During 1993 stockholders approved the BFC Financial Corporation
Stock Option Plan. The only options issued during 1993 related to the automatic
grant of options to the non-employee directors in connection with the approval
of the stock option plan. During 1994, stock options were granted to executive
officers. All of the stock options granted were granted with an exercise price
equal to at least 100% of the market value of BFC Financial Corporation Common
Stock on the date of the grant. As such, the stock options only have value if
the value of BFC Financial Corporation Common Stock increases. The granting of
options is totally discretionary and options are awarded based on an assessment
of an employee's contribution to the success and growth of the Company. Grants
of stock options are based on the level of an executive's position with the
Company, an evaluation of the executive's past and expected performance, the
number of outstanding and previously granted options and discussions with the
executive. The Committee believes that dependence on stock options for a portion
of executive compensation more closely aligns the executives' interests with
those of BFC Financial Corporation stockholders, since the ultimate value of
such compensation is directly dependent on the stock price.
CEO Compensation - The Committee reviews and fixes the base salary of the Chief
Executive Officer based on the factors described above with respect to all
executive officers as well as the Committee's assessment of past performance and
its expectation as to future contributions in leading BFC Financial Corporation.
1993 OBRA - Executive Compensation Tax Deductibility. The Omnibus Budget
Reduction Act ("OBRA") of 1993 included a provision which eliminates a company's
tax deduction for any compensation over one million dollars paid to any one of
the executives who appear in the Summary Compensation Table, subject to several
statutory exceptions. The Committee does not anticipate additional tax exposure
based on BFC's current executive compensation program.
The above report was submitted by Earl Pertnoy and Carl E.B. McKenry.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
During the year ended December 31, 1994, BFC 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 BFC Transaction or (Accrual)
---------------------------- ----------- ------------
I.R.E. Pension Investors, Ltd. Property management $ 70,104
(Managing General Partner is Administrative and
subsidiary of BFC) accounting services $ 51,582
CERTAIN BUSINESS RELATIONSHIPS
Alan B. Levan, the President and a director of BFC, is also President and a
director of I.R.E. Properties, Inc., I.R.E. Realty Advisory Group, Inc., I.R.E.
Realty Advisors, Inc. and Florida Partners Corporation. Mr. Levan is also
Chairman of the Board and Chief Executive Officer of BBC and BankAtlantic. Mr.
Levan is also a shareholder of I.R.E. Properties, Inc. and I.R.E. Advisors, Inc.
and may be deemed a controlling shareholder of BFC. 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 BFC, is
Vice Chairman of the Board of BBC and BankAtlantic.
Management believes that all transactions between BFC and its affiliates were on
terms at least as favorable as could have been obtained from unaffiliated third
parties.
The Company has agreed to participate in certain real estate opportunities with
John E. Abdo, Vice Chairman of the Board, and certain of his affiliates (the
`Abdo Group''). Under the arrangement, the Company and the Abdo Group will
share equally in profits after any profit participation due to any other
partners in the ventures and after a priority return in favor of the Company. On
such basis, in June 1994, an entity controlled by the Company acquired from an
independent third party 23.7 acres of unimproved land know as the "Cypress
Creek" property located in Fort Lauderdale, Florida and in December 1994, an
entity controlled by the Company acquired from an unaffiliated seller 60.1 acres
of unimproved land know as the "Centerport" property in Pompano Beach, Florida.
The entities have entered into agreements to sell these properties to an
unaffiliated third party with closings scheduled to occur during the fourth
quarter of 1995 for Cypress Creek and prior to October 1998 for Centerport.
Consummation of these sales pursuant to their contracts is subject to a number
of conditions and there is no assurance that the conditions will be met or that
the properties will be sold pursuant to the agreements. Both agreements require
a series of deposit or option payments prior to closing. Management believes
that such payments, if made, should be sufficient to cover the cost to carry
these properties until closing. The Cypress Creek and Centerport properties
serve as partial collateral for an $8.08 million loan from an unaffiliated
lender. The loan provides for a release price of $5.0 million upon the sale of
the Cypress Creek property. In addition, under the arrangement with the Abdo
Group, in May 1995, an entity controlled by the Company contracted to acquire
the Regency Golf and Beach Club at Palm-Aire in Pompano Beach, Florida (the
`Regency''). The Regency is an existing rental apartment complex having 288
apartment suites. The acquisition is expected to close during the fourth quarter
of 1995 or 1996 and it is currently anticipated that the Company will seek
partners in connection with the acquisition of the property.
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has reappointed KPMG Peat Marwick as independent auditors
to audit the financial statements of BFC Financial Corporation for the current
fiscal year. Representatives of the firm of KPMG Peat Marwick are expected to be
present at the Annual Meeting and will have an opportunity to make a statement
if they so desire and will be available to respond to appropriate questions.
OTHER INFORMATION
STOCKHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders' proposals intended to be presented at the 1996 Annual Meeting must
be received by BFC Financial Corporation no later than July 1, 1996, for
inclusion in BFC Financial Corporation's proxy statement and form of proxy for
that meeting.
EXPENSES OF SOLICITATION
The cost of preparing, assembling, and mailing the proxy material and of
reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy material to the beneficial
owners of shares held of record by such persons will be borne by BFC Financial
Corporation. BFC Financial Corporation does not intend to solicit proxies
otherwise than by use of the mail, but certain officers and regular employees of
BFC Financial Corporation without additional compensation, may use their
personal efforts, by telephone or otherwise, to obtain proxies. The proxy
materials are being mailed to stockholders of record at the close of business on
October 16, 1995.
OTHER BUSINESS
The Board of Directors of the Company does not know of any other matters that
are to be presented for action at the meeting. Should any other matter come
before the meeting, however, the persons named in the enclosed Proxy shall have
discretionary authority to vote all shares represented by valid proxies with
respect to such matter in accordance with their judgment.
* * * * * * * * * * * * * * * * * * * * * * * * * * *
By Order of the Board of Directors
Glen R. Gilbert
Secretary
October 23, 1995
A COPY OF THE FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE FURNISHED WITHOUT CHARGE TO BENEFICIAL OWNERS OF THE COMPANY'S COMMON
STOCK AS OF THE RECORD DATE UPON WRITTEN REQUEST TO GLEN R. GILBERT, SECRETARY,
BFC FINANCIAL CORPORATION, P.O. BOX 5403, FORT LAUDERDALE, FL 33310-5403.
(The following is a sample of what will appear on the proxy card.)
REVOCABLE PROXY
BFC FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
Proxy Solicited On Behalf of the Board of Directors
The undersigned hereby appoints Glen R. Gilbert and Lourdes G. Lastres, and
either of them, the undersigned's proxies, with full power of substitution, to
vote all of the shares of Common Stock of BFC Financial Corporation (the
`Company'') which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders to be held in the Lobby Conference
Room at 1750 East Sunrise Boulevard, Fort Lauderdale, Florida 33304, on
Wednesday, November 16, 1995 at 9:30 a.m., local time, and at any adjournment or
postponement thereof, as hereinafter specified upon the proposal listed on the
reverse side and as more particularly described in the Company's Proxy
Statement, receipt of which is hereby acknowledged, and in their discretion,
upon such other business as may properly come before such Annual Meeting or
adjournments or postponements thereof.
(Continued, and to be signed and dated on the other side.)
Election of one director to serve three year term to expire in 1998.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE NAMED BELOW:
Nominee: Alan B. Levan
[ ] FOR nominee listed to the right
[ ] WITHOLD AUTHORITY to vote for nominee listed to the right
If no specification is made, such shares shall be voted FOR the election of the
nominee as director.
Please mark, sign, date and return this proxy card promptly,
using the enclosed envelope. No Postage is required for
mailing it in the United States.
Dated: __________________________, 1995
______________________________________
(Signature of Stockholder)
______________________________________
(Signature of Stockholder)
IMPORTANT: Please sign exactly as name(s) appear(s) at
left. When signing as attorney, executor, administrator,
trustee, guardian, please give full title as such. If a
corporation, please sign the full corporate name by
President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
