SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 6, 1997
BFC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 0-9811 59-2022148
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(State or other Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1750 East Sunrise Boulevard, Fort Lauderdale, Florida 33304
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code:
(954) 760-5200
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On October 6, 1997, the Board of Directors of BFC Financial Corporation (the
"Company") declared a 25 percent common stock dividend payable in shares of the
Company's newly designated Class A Common Stock to the Company's common
stockholders of record on October 6, 1997. The shares of Class A Common Stock
will be issued on October 21, 1997.
The Class A Common Stock is a newly authorized series of the Company's capital
stock and no shares are currently outstanding. Pursuant to the Company's
Articles of Incorporation, the Company's currently existing common stock was
automatically redesignated as "Class B Common Stock" without changing any of its
rights and preferences upon the authorization by the Board of the stock
dividend. The Class A Common Stock and the Class B Common Stock have
substantially identical terms except that (i) the Class B Common Stock is
entitled to one vote per share while the Class A Common Stock will have no
voting rights other than those required by Florida law and (ii) each share of
Class B Common Stock is convertible at the option of the holder thereof into one
share of Class A Common Stock.
The Board anticipates that the Class A Common Stock will, upon issuance, be
quoted on the OTC Bulletin Board under the ticker symbol "BFCFA". The existing
common stock, as redesignated as Class B Common Stock, will continue to be
quoted on the OTC Bulletin Board under a new ticker symbol "BFCFB". Shareholders
should retain all certificates representing their shares of common stock (and
should not send such certificates to the Company or the Company's transfer
agent) because such certificates will continue to represent shares of the
Company's Class B Common Stock.
Due to accounting and tax considerations, the Company will issue the dividend in
shares of Class B stock with respect to options to purchase Class B stock
previously granted under the Company's stock option plan.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BFC FINANCIAL CORPORATION
By: /S/
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Glen R. Gilbert
Executive Vice President,
Chief Financial Officer and
Secretary
Dated: October 6, 1997
