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
--------------------------------------------------
(Exact name of Registrant as specified in charter)
Amendment No. 1 to Annual Report
on FORM 10-K
for the year ended December 31, 1994
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, 1994, 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 50 1978 1995
Earl Pertnoy 68 1978 1996
Carl E.B. McKenry, Jr. 65 1981 1997
John E. Abdo 51 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 50 President, Chairman of the Board, Director
Glen R. Gilbert 50 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 BFC Financial Corporation's
principal subsidiary, BankAtlantic Bancorp, Inc. ("BBC") Positions indicated
are those held at BBC.
Name Age Position
---- --- --------
Alan B. Levan 50 Director, Chairman of the Board and Chief Executive
Officer
John E. Abdo 51 Director, Vice Chairman of the Board
John P. O'Neill 45 Director, President
Frank V. Grieco 50 Director, Senior Executive Vice President
Jasper Eanes 49 Executive Vice President, Chief Financial Officer
(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 ("BFC") 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 BBC and
BankAtlantic, A Federal Savings Bank ("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 BFC.
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 is Vice Chairman
of BBC. 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 BFC 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 BFC, not included above, is set forth below. All named
persons are executive officers of BFC's principal subsidiary, BBC. The positions
indicated are those held at BBC.
JASPER R. EANES is Executive Vice President and Chief Financial Officer of BBC.
He 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 is Senior Executive Vice President and a Director of BBC. He
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 is President and a Director of BBC. He 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.
(f) Involvement in Certain Legal Proceedings.
-----------------------------------------
Not applicable.
(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 BFC and its subsidiaries, excluding BBC and
BankAtlantic, for services rendered in all capacities during the year ended
December 31, 1994, to each of the executive officers of BFC 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(2)
- ----------------------- ---- ---------- ------- --------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Alan B. Levan(1) 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
BankAtlantic 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 $389 for
1992.
(2) Represents reimbursements or payments for life and disability insurance.
The foregoing table includes only executive officers of BFC and does not include
executive officers of BBC or BankAtlantic. Other than Alan B. Levan, executive
officers of BBC and BankAtlantic do not have significant executive
responsibilities with respect to key policy decisions of BFC.
(c) Options/SAR Grants Table.
-------------------------
The following table sets forth information concerning individual grants of stock
options pursuant to BFC's Stock Option Plan during the year ended December 31,
1994 to each of the named executive officers. BFC has not granted and does not
currently grant stock appreciation rights.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term (2)
-------------------------------------------------------- -------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted(1) Fiscal Year ($/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
year end stock price 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.
(d) 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. There were no shares acquired upon
exercise of options during 1994 and, at December 31, 1994, none of the
unexercised options were in-the-money. BFC has not granted and does not
currently grant stock appreciation rights.
(e) 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 $ 431 1993 $56,279
Glen R. Gilbert $ 431 1993 $44,438
(f) Defined Benefit or Actuarial Plan Disclosure
--------------------------------------------
Not applicable.
(g) Compensation of Directors
-------------------------
Members of the Board of Directors of BFC who are not employees of BFC receive
$1,300 per month for serving on BFC'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
-----------------------------------------------------------
Not applicable.
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 BFC to be the beneficial owners of more than five percent
(5%) of BFC's outstanding Common Stock as of April 28, 1995. 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
- -------- ------------------- ------------------- --------
(1) (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. 500,000 19.8%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common Alan B. Levan (1)(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 (1) 461,027 18.3%
1350 N.E. 56 Street Direct
Fort Lauderdale, Florida 33334
Common Dr. Herbert A. Wertheim (4) 382,048 15.1%
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:
Number of
Name 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
-------
Total 219,997
=======
(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 382,048 shares of BFC's Common Stock on
a Schedule 13D dated March 13, 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.
(6) 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 table in note 1 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 table in note 1
above).
BFC 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 28,
1995 by each of the directors of BFC 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 GroupBeneficial Ownership of Class
-------- -------------------------------------------- --------
(1) (1)
Common Alan B. Levan (1)(4) 157,064 Direct 6.2%
1,012,201 Indirect 40.1%
Common Earl Pertnoy (2) 9,833 Direct .4%
Common Carl E. B. McKenry, (3) 4,000 Direct .2%
Common John E. Abdo (1) 461,027 Direct 18.3%
Common Glen R. Gilbert 14,311 Direct .6%
Common All officers and directors
as a group (5 persons) 1,658,436 65.7%
~~~~~~~~~~~~~~~~~~~~~
(1) See Footnote 1, 2 and 3 to the table under the heading "Security
Ownership of Certain Beneficial Owners & Management".
(2) 1,500 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.
(4) 1,200 of such shares are held of record by Mr. Levan's wife.
(c) Changes in Control
------------------
None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
(a) 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
(b) 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 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 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.
In June 1994, an entity controlled BFC acquired from an independent third party
23.7 acres of unimproved land know as the "Cypress Creek" property located in
Fort Lauderdale, Florida for a purchase price of approximately $3.6 million.
BFC has agreed to pay John E. Abdo, a director of BFC, and certain of his
affiliates (the "Abdo Group") fifty percent of the profits (as defined), if any,
received on the sale of the property. At December 31, 1994, BFC had a contract
to sell the Cypress Creek property for approximately $9.7 million. Consummation
of the sale of the property pursuant to the contract is subject to a number of
conditions and there is no assurance that the property will be sold on that
basis.
In December 1994, an entity controlled by the BFC acquired from unaffiliated
seller 60.1 acres of unimproved land know as the "Centerport" property in
Pompano Beach, Florida for the purchase price of approximately $6.3 million. The
Abdo Group has an interest in the entity which holds this property entitling the
Abdo Group to a fifty percent interest in the profits of the entity after a
priority return in favor of BFC.
(c) Indebtedness of Management
--------------------------
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the BFC 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
April 28, 1995
