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, 1997
Commission File Number
0-9811
BFC FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Florida 59-2022148
- ---------------------------------------- -----------------------------------
(State of Organization) (IRS Employer Identification Number)
1750 E. Sunrise Boulevard
Ft. Lauderdale, Florida 33304
- ---------------------------------------- -----------------------------------
(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:
Class A Common Stock $.01 Par Value None
Class B 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:
Class A Common stock of $.01 par value, 6,453,994 shares outstanding.
Class B Common stock of $.01 par value, 2,346,907 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, 1997, 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 53 1978 1998
Earl Pertnoy 71 1978 1999
Carl E.B. McKenry, Jr. 68 1981 2000
John E. Abdo 54 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 53 President, Chairman of the Board, Director
Glen R. Gilbert 53 Executive 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 53 Director, President, Chairman of the Board,
Chief Executive Officer
John E. Abdo 54 Director, Vice Chairman of the Board
Frank V. Grieco 53 Director, Senior Executive Vice President
Jasper Eanes 52 Executive Vice President, Chief Financial Officer
Jean E. Carvalho 63 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.
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.
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.
JOHN E. ABDO has been principally employed as President and Chief Executive
Officer of The Abdo Companies, 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 Executive Vice President of BFC Financial Corporation
since July 1997. From January 1984 to July 1997, he served in the position of
Senior Vice President. 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. He has
been Vice President and a director of BankAtlantic Development Corporation, a
wholly-owned subsidiary of BankAtlantic, since 1997.
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.
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.
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.
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, 1997, 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 ($) (#)(3) Payouts sation(2)
-------- ---- ------ ----- ------ --- ------ ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Alan B. Levan(1) 1997 $509,910 - - - 375,000 1,628 80,495
Chairman of the Board, 1996 508,176 - - - - 1,662 80,774
President and Chief 1995 315,000 180,500 - - 375,000 1,634 92,709
Executive Officer
Glen R. Gilbert 1997 210,625 8,070 - - 93,750 1,628 -
Executive Vice President, 1996 209,817 7,760 - - - 1,662 -
Chief Financial Officer 1995 199,827 16,066 - - 37,500 1,634 -
and Secretary
</TABLE>
- ----------
(1) Excludes salary, bonuses and other compensation, respectively, paid by
BankAtlantic in the amount of $350,574, $0 and$156,432 for 1997, $321,168,
$193,740 and $158,045 for 1996; and $313,080, $0 and $900 for 1995. No
amounts were paid to Mr. Levan by BBC.
(2) Represents reimbursements or payments for life and disability insurance.
(3) The number of options has been adjusted to reflect stock splits effected
after grant date.
The foregoing table includes only executive officers of BFC and does not include
executive officers of BBC or BankAtlantic. Other than Mr. Levan, executive
officers of BBC and BankAtlantic do not have significant executive
responsibilities with respect to key policy decisions of BFC.
(c) Options/SAR Grants Table.
The following table sets forth information concerning individual grants of stock
options to the named executives in the Summary Compensation Table pursuant to
BFC's Stock Option Plan during the year ended December 31, 1997.
BFC has not granted and does not currently grant stock appreciation rights.
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Annual Rates of
Securities Total Options Stock Price
Underlying Granted to Exercise Appreciation for
Options Employees in Price Per Expiration Option Term (2)
Name Granted (1) Fiscal Year Share Date 5% ($) 10% ($)
- ---- ------------- ------------ ------ ----- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Alan B. Levan 375,000 40.82% $ 4.47 7/1/2007 $ 1,053,400 $ 2,669,534
Glen R. Gilbert 93,750 10.20% 4.07 7/1/2007 239,766 607,607
</TABLE>
- ----------
(1) Options vest 50% on January 1, 1998 and 50% on January 1, 1999. All option
grants are in Class B Common Stock.
(2) Amounts for the named executive have been calculated by multiplying the
exercise 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 the Company's stock price.
(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 Class B Common Stock
acquired upon exercise of options during 1997 and underlying unexercised options
at December 31, 1997. 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 12/31/97 On 12/31/97 (1)
Acquired or Upon -------------------- ---------------
Name Exercised Exercise Exercisable Unexercisable Exercisable Unexercisable
---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alan B. Levan 34,596 $78,767 670,407 375,000 $6,265,624 $2,309,362
Glen R. Gilbert 37,500 90,000 18,750 93,750 177,967 614,839
</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 1997 which was
$10.625.
(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 $ 1,628 100% Vested $96,375
Glen R. Gilbert $ 1,628 100% Vested $74,628
(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 to acquire 18,750 shares of the
Company's Class B Common Stock 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. Additionally, the non-employee
directors received on July 1, 1997 an additional grant of options to acquire
37,500 shares of the Company's Class B Common Stock. 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)(b) Security Ownership of Certain Beneficial Owners and Management
Listed in the table below are the beneficial owners known by the Company to hold
as of April 20, 1998 more than 5% of the Company's outstanding Common Stock. In
addition, this table includes the outstanding securities beneficially owned by
the executive officers and directors and the number of shares owned by directors
and executive officers as a group.
<TABLE>
<CAPTION>
Class A Class B
Common Stock Common Stock
Ownership Ownership Percent of Percent of
as of as of Class A Class B
Name of Beneficial Owner April 20, 1998 April 20, 1998 Common Stock Common Stock
- ------------------------ -------------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
I.R.E. Realty Advisory Group, Inc. (2)(6) 1,375,000 500,000 21.30% 11.67%
I.R.E. Properties, Inc. (6) 375,832 136,666 5.82% 3.19%
I.R.E. Realty Advisors, Inc. (6) 666,108 242,221 10.32% 5.66%
Florida Partners, Corporation (6) 366,614 133,314 5.68% 3.11%
Alan B. Levan (1)(3)(5)(6) 156,929 914,972 2.43% 21.46%
John E. Abdo (1)(6) 1,019,563 938,478 15.80% 21.91%
Dr. Herbert A. Wertheim (4)(7) 1,145,232 416,448 17.74% 9.72%
Glen R. Gilbert (1) 2,690 66,603 0.04% 1.56%
Earl Pertnoy (1) 18,975 38,478 0.29% 0.90%
Carl E.B. McKenry, Jr. (1) 688 37,478 0.01% 0.88%
All directors and executive officers
of the Company as a group
(5 persons, including the
Individuals identified above) (1)(2)(3)(5) 3,982,399 3,008,210 61.69% 70.34%
</TABLE>
- ----------
(1) Amount and nature of beneficial ownership and percent of class include
shares that may be acquired within 60 days pursuant to exercise of stock
options to purchase Class B Common Stock as follows:
Number of
Name Shares
---- ------
Alan B. Levan 857,907
John E. Abdo 937,500
Glen R. Gilbert 65,625
Earl Pertnoy 37,500
Carl E.B. McKenry 36,500
---------
Total 1,935,032
=========
(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
2,940,483 shares of Class A Common Stock (45.56%) and 1,927,173 shares of
Class B Common Stock (45.00%).
(4) Dr. Wertheim's ownership was reported in a Rebuttal of Control Agreement
filed on December 20, 1996 with the Office of Thrift Supervision (as
adjusted for stock splits since the date of filing). The Rebuttal of
Control Agreement indicates that Dr. Wertheim has no intention to manage or
control, directly or indirectly, BFC Financial Corporation.
(5) Includes 3,300 shares of Class A Common Stock and 1,200 shares of Class B
Common Stock held of record by Mr. Levan's wife.
(6) Mailing address is 1750 East Sunrise Boulevard, Fort Lauderdale, Florida
33304.
(7) Mailing address is 191 Leucadendra Drive, Coral Gables, Florida 33156.
BFC knows of no other persons who beneficially own 5% or more of its outstanding
Common Stock.
(c) Changes in Control
None.
ITEM 13. Certain Relationships and Related Transactions
(a) Transactions with Management and Others
Not applicable.
(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. Messrs. Levan, Pertnoy and
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 BBC and BankAtlantic and is President and a director of
BankAtlantic Development Corporation. Glen R. Gilbert is Vice President and a
director of BankAtlantic Development Corporation.
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, 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 a loan to the Company from an
unaffiliated lender.
(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/
------------------------
Alan B. Levan
President
By: /S/
------------------------
Glen R. Gilbert
Executive Vice President
April 28, 1998
