SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
Amendment No. 1 to Application or Report
Filed Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Year Ended December 31, 1996
Commission File Number
0-9811
BFC FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Florida 59-2022148
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(State of Organization) (IRS Employer Identification Number)
1750 E. Sunrise Boulevard
Ft. Lauderdale, Florida 33304
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(Address of Principal Executive Office) (Zip Code)
(954) 760-5200
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Common Stock $.01 par Value None
---------------------------- --------------------------------------
(Title of Class) (Name of Exchange on Which Registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date:
Common stock of $.01 par value, 2,327,682 shares outstanding.
<PAGE>
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, 1996, 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.
<PAGE>
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 52 1978 1998
Earl Pertnoy 70 1978 1999
Carl E.B. McKenry, Jr. 67 1981 1997
John E. Abdo 53 1988 1999
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 52 President, Chairman of the Board, Director
Glen R. Gilbert 52 Senior Vice President, Chief Financial Officer,
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 52 Director, President, Chairman of the Board,
Chief Executive Officer
John E. Abdo 53 Director, Vice Chairman of the Board
Frank V. Grieco 52 Director, Senior Executive Vice President
Jasper Eanes 51 Executive Vice President, Chief Financial Officer
Jean E. Carvalho 62 Executive Vice President, Corporate Secretary
(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 President, Chairman of the Board and Chief Executive Officer
of BBC, the holding company for BankAtlantic, A Federal Savings Bank
("BankAtlantic"). He is an individual general partner and an officer and a
director of the corporate general partner of an affiliated public limited
partnership.
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
partner of an affiliated public limited partnership.
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
partner of an affiliated public limited partnership.
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 partner of an affiliated public limited partnership.
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
and BankAtlantic He joined BankAtlantic in January 1989 and became Executive
Vice President, Chief Financial Officer in August 1989. He became Executive Vice
President and Chief Financial Officer of BBC at its inception in July 1994.
FRANK V. GRIECO is Senior Executive Vice President and a Director of BBC and
BankAtlantic He joined BankAtlantic in April 1991 as a Director and Senior
Executive Vice President. He became Senior Executive Vice President and a
Director of BBC at its inception in July 1994.
JEAN E. CARVALHO joined BankAtlantic in December 1978 and became Executive Vice
President, Corporate Secretary in March 1997. She became Corporate Secretary of
BBC in November 1994.
(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, 1996, 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> <C>
Alan B. Levan(1) 1996 $ 508,176 - - - - 1,662 80,774
Chairman of the Board, 1995 315,000 180,500 - - 100,000 1,634 92,709
President and Chief 1994 300,577 5,769 - - 100,000 436 158,601
Executive Officer
Glen R. Gilbert 1996 209,817 7,760 - - - 1,662 -
Senior Vice President, 1995 199,827 16,066 - - 10,000 1,634 -
Chief Financial Officer 1994 190,676 3,660 - - 15,000 436 -
and Secretary
</TABLE>
- ----------
(1) Excludes salary, bonuses and other compensation, respectively, paid by
BankAtlantic in the amount of $321,168, $193,740 and $0 for 1996; $313,080,
$0 and $900 for 1995, and $294,965, $151,050 and $2,212 for 1994. No
amounts were paid to Mr. Levan by BBC.
(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.
During the year ended December 31, 1996, there were no grants of stock options
pursuant to BFC's Stock Option Plan. BFC has not granted and does not currently
grant stock appreciation rights.
(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 acquired upon
exercise of options during 1996 and underlying unexercised options at December
31, 1996. BFC has not granted and does not currently grant stock appreciation
rights.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Number of Value Underlying Unexercised In-The-Money Options
Shares Realized Options at 12/31/96 On 12/31/96 (1)
Acquired or Upon ---------------------- --------------------
Name Exercised Exercise Exercisable Unexercisable Exercisable Unexercisable
---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alan B. Levan 12,000 $103,225 154,666 33,334 $1,379,393 $302,506
Glen R. Gilbert 10,000 99,500 11,666 3,334 109,577 31,673
</TABLE>
(1) Based upon the average of the last bid and the last ask as reported by the
National Quotation Bureau for the last trading day of 1996 which was
$13.75.
(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 $ 1,662 100% Vested $81,090
Glen R. Gilbert $ 1,662 100% Vested $62,706
(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 or its
subsidiaries receive $1,750 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. An automatic grant of options was made in 1993 to members of
the Board of Directors of BFC who are not employees of BFC or its subsidiaries
pursuant to terms of BFC's Stock Option Plan. Members of the Board of Directors
of BFC that are employees of BFC or its subsidiaries are entitled to grants of
options as determined by the Compensation Committee. 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 24, 1997. 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 8.8%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common I.R.E. Properties, Inc. 136,666 5.0%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common I.R.E. Realty Advisory Group, Inc.(2) 500,000 18.2%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common Alan B. Levan (1)(3)(5) 235,840 8.6%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common Florida Partners Corporation 133,314 4.9%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common John E. Abdo (1) 570,750 20.8%
1350 N.E. 56 Street Direct
Fort Lauderdale, Florida 33334
Common Dr. Herbert A. Wertheim (4) 416,448 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:
Number of
Name Shares
---- ------
Alan B. Levan 178,775
John E. Abdo 200,000
Glen R. Gilbert 5,000
Earl Pertnoy 5,000
Carl E.B. McKenry 5,000
-------
Total 393,775
=======
The amount and nature of beneficial ownership and percent of class for Common
Stock, not considering exercisable options to purchase Common Stock, would be as
follows (all shares are owned directly except for 1,200 shares owned indirectly
by Mr. Levan):
Name of Amount and Nature Percent
Beneficial Owner of Beneficial Ownership of Class
---------------- ----------------------- --------
I.R.E. Realty Advisors, Inc. 242,221 10.3%
I.R.E. Properties, Inc. 136,666 5.8%
I.R.E. Realty Advisory Group, Inc. 500,000 21.3%
Alan B. Levan 57,065 2.4%
Florida Partners Corporation 133,314 5.7%
John E. Abdo 370,750 15.8%
Dr. Herbert A. Wertheim 416,448 17.7%
(2) BFC owns 45.5% 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
1,248,041 shares of Common Stock (45.5%).
(4) Dr. Wertheim reported in a Rebuttal of Control Agreement, filed on December
20, 1996, with the Office of Thrift Supervision that he owns 416,448 shares
of BFC's Common Stock. The Rebuttal of Control Agreement indicates that Dr.
Wertheim has no intention to manage or control, directly or indirectly BFC
Financial Corporation.
(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.
(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,
1996 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 Group Beneficial Ownership of Class
-------- ------------------------ -------------------- --------
(1) (1)
Common Alan B. Levan (1)(3) 235,840 Direct 8.6%
1,012,201 Indirect 36.9%
Common Earl Pertnoy 11,900 Direct .4%
Common Carl E. B. McKenry, Jr. (2) 5,667 Direct .2%
Common John E. Abdo 570,750Direct 20.8%
Common Glen R. Gilbert 5,978 Direct .2%
Common All officers and directors
as a group (5 persons) 1,842,336 67.2%
- ----------
(1) See Footnote 1, 2 and 3 to the table under the heading "Security Ownership
of Certain Beneficial Owners & Management".
(2) 667 of such shares are held of record in an IRA account.
(3) 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, 1996, BFC provided the following services for
and received fees or reimbursements from the entities indicated, for the amounts
indicated:
Amount of
Fee or
Name and Relationship to BFC Transaction Reimbursement
---------------------------- ----------- -------------
I.R.E. Pension Investors, Ltd. Property management $ 80,895
(Managing General Partner is Administrative and
subsidiary of BFC) accounting services $ 44,366
(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 the managing general partner of
an affiliated public limited partnership. 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 1994, the Company 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.
The Company bears the risk of loss, if any, under the arrangement. On such
basis, the Company acquired interests in two properties. In June 1994, an entity
controlled by the Company acquired from an independent third party 23.7 acres of
unimproved land known as the "Cypress Creek" property located in Fort
Lauderdale, Florida. In March 1996, the Cypress Creek property was sold to an
unaffiliated third party for approximately $9.7 million and the company
recognized a gain of approximately $3.3 million. In connection therewith, the
Abdo Group received approximately $2.9 million as their share of the profit from
the transaction. In December 1994, an entity controlled by the Company acquired
from an unaffiliated seller 60.1 acres of unimproved land known as the
"Centerport" property in Pompano Beach, Florida. The property is currently being
marketed for sale and serves as partial collateral for an $8.08 million loan to
the Company from an unaffiliated lender. Additionally, 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 acquisition was
expected to close during 1996, however, because of disagreements with the owner
the contract was canceled and the entity controlled by the Company received a
return of its deposit in February 1997.
(c) Indebtedness of Management
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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, 1997
