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, 1998
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, 2,355,407 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, 1998, 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 54 1978 1998
Earl Pertnoy 72 1978 1999
Carl E.B. McKenry, Jr. 69 1981 2000
John E. Abdo 55 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 54 President, Chairman of the Board, Director
John E. Abdo 55 Vice Chairman of the Board, Director
Glen R. Gilbert 54 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 BFC Financial Corporation's
("BFC" or the "Company") principal subsidiary, BankAtlantic Bancorp, Inc.
("BBC"). Positions indicated are those held at BBC.
Name Age Position
---- --- --------
Alan B. Levan 54 Director, President, Chairman of the
Board, Chief Executive Officer
John E. Abdo 55 Director, Vice Chairman of the Board
Frank V. Grieco 54 Senior Executive Vice President
(d) Family Relationships.
None.
(e) Business Experience.
ALAN B. LEVAN formed the I.R.E. Group (predecessor companies to BFC) in 1972.
Since 1978, he has been the Chairman of the Board, President, and Chief
Executive Officer of 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 a public limited partnership that
is affiliated with BFC.
EARL PERTNOY has been for more than the past five years a real estate investor
and developer. He has been a director of BFC and its predecessor companies since
1978 and is also a director of the corporate general partner of a public limited
partnership that is 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 since
1981 and is also a director of the corporate general partner of a public limited
partnership that is affiliated with BFC.
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 has been a director of the Company
since 1989 and Vice Chairman of the Board of the Company since 1993. He has been
a director of BankAtlantic since 1984, Chairman of the Executive Committee of
BankAtlantic since October 1985 and President of BankAtlantic Development
Corporation, a wholly-owned subsidiary of BankAtlantic, since 1985. He has been
Vice Chairman of the Board of BankAtlantic since April 1987. In 1994, he became
a director of BBC. He is also a director of Benihana, Inc., a national
restaurant chain.
GLEN R. GILBERT has been Executive Vice President of BFC Financial Corporation
since July 1997. Prior to that date he served in the position of Senior Vice
President of the Company. 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 a public limited partnership that is affiliated
with the Company. 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 a
significant employee, which is not included above, is set forth below. Mr.
Grieco is an executive officer of BFC's principal subsidiary, BBC.
FRANK V. GRIECO is Senior Executive Vice President of BBC and BankAtlantic. He
joined BankAtlantic in April 1991 as Senior Executive Vice President and became
Senior Executive Vice President of BBC at its inception in July 1994. He was a
director of BankAtlantic from 1991 through 1998 and a director of BBC from 1994
through 1998.
(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, 1998, 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 (1) 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>
Alan B. Levan 1998 $ 515,753 - - - 225,000 2,926 74,653
Chairman of the Board, 1997 509,910 - - - 375,000 1,628 80,495
President and Chief 1996 508,176 - - - - 1,662 80,774
Executive Officer
John E. Abdo 1998 - - - - 225,000 - -
Vice Chairman of the 1997 - - - - 375,000 - -
Board 1996 - 39,000 - - - - -
Glen R. Gilbert 1998 210,625 8,070 - - 30,000 2,926 -
Executive Vice President, 1997 210,625 8,070 - - 93,750 1,628 -
Chief Financial Officer 1996 209,817 7,760 - - - 1,662 -
and Secretary
</TABLE>
~~~~~~~~~~~
(1) Excludes salary, bonuses and other compensation, respectively, paid by
BankAtlantic to Mr. Levan in the amount of $370,639, $0 and $151,847 for
1998, $350,574, $0 and $156,432 for 1997, and $321,168, $193,740 and
$158,045 for 1996. Excludes salary, bonuses and other compensation,
respectively, paid by BankAtlantic to Mr. Abdo in the amount of $190,997,
$0 and $2,100 for 1998, $175,000, $0 and $ 14,700 for 1997, and $175,000,
$0 and $13,899 for 1996. BBC paid no amounts to Mr. Levan or Mr. Abdo.
(2) Represents reimbursements or payments for life and disability insurance.
Other than Mr. Levan and Mr. Abdo, executive officers of BBC and BankAtlantic do
not have significant executive responsibilities with respect to key policy
decisions of BFC.
(c) Options/SAR Grants Table.
The following table sets forth information concerning individual grants of stock
options to the named executives in the Summary Compensation Table pursuant to
BFC's Stock Option Plan during the year ended December 31, 1998.
BFC has not granted and does not currently grant stock appreciation rights.
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Annual Rates of
Securities Total Options Stock Price
Underlying Granted to Exercise Appreciation for
Options Employees in Price Per Expiration Option Term
Name Granted (1) Fiscal Year Share Date 5% ($) 10% ($)
------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alan B. Levan 225,000 42.25% 10.33 1/13/2008 $1,462,166 $3,705,433
John E. Abdo 225,000 42.25% 10.33 1/13/2008 1,462,166 3,705,433
Glen R. Gilbert 30,000 5.63% 10.33 1/13/2008 194,955 494,057
</TABLE>
~~~~~~~~~~
(1) Options vested 100% on July 13, 1998. 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 1998 and underlying unexercised options
at December 31, 1998. 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 12/31/98 On 12/31/98 (1)
Acquired or Upon ----------------------- --------------------
Name Exercised Exercise Exercisable Unexercisable Exercisable Unexercisable
---- --------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alan B. Levan - - 1,082,907 187,500 $4,524,868 $521,868
John E. Abdo - - 1,162,500 187,500 4,996,855 521,868
Glen R. Gilbert - - 95,625 46,875 263,902 149,216
</TABLE>
(1) Based upon a price of $7.25, which was the price of the last sale as
reported by the National Quotation Bureau for 1998.
(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 $ 2,926 100% Vested $111,770
Glen R. Gilbert $ 2,926 100% Vested $88,974
(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. Other than such compensation, there are no other arrangements
pursuant to which any director is compensated for his services.
(h) Employment Contracts and Termination of Employment and Change of Control
Arrangements
Not applicable.
(i) Report on repricing of options/SARs
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 14, 1999 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 14, 1999 April 14, 1999 Common Stock Common Stock
- ------------------------ -------------- -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
I.R.E. Realty Advisory Group, Inc. (2)(5) 1,375,000 500,000 21.30% 9.52%
I.R.E. Properties, Inc. (5) 375,832 136,666 5.82% 2.60%
I.R.E. Realty Advisors, Inc. (5) 666,108 242,221 10.32% 5.66%
Florida Partners, Corporation (5) 366,614 133,314 5.68% 2.54%
Levan Enterprises, Ltd. (2)(3)(5) 153,629 55,865 2.38% 1.06%
Alan B. Levan (1)(3)(5) 2,940,483 2,339,673 45.56% 44.55%
John E. Abdo (1)(5) 1,019,563 1,720,750 15.80% 32.76%
Dr. Herbert A. Wertheim (4) 1,145,232 416,448 17.74% 7.93%
Glen R. Gilbert (1)(5) 2,690 143,478 0.04% 2.73%
Earl Pertnoy (1)(5) 18,975 78,150 0.29% 1.49%
Carl E.B. McKenry, Jr. (1)(5) 688 63,000 0.01% 1.20%
All directors and executive officers
of the Company as a group
(5 persons, including the
Individuals identified above) (1)(2)(3) 3,982,399 3,970,085 61.70% 75.59%
</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 1,270,407
John E. Abdo 1,350,000
Glen R. Gilbert 142,500
Earl Pertnoy 71,250
Carl E.B. McKenry 62,750
Total 2,896,907
(2) BFC owns 45.5% of I.R.E. Realty Advisory Group, Inc.
(3) Levan Enterprises, Ltd. 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. Levan Enterprises, Ltd.
is a "family" limited partnership whose sole general partner is Levan
General Corp., a corporation 100% owned by Alan B. Levan. Therefore,
Mr. Levan may be deemed to be the beneficial owner of the shares of
Common Stock owned by such entities. Additionally, Mr. Levan may be
deemed to be the beneficial owner of 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 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 2,339,673 shares of Class B Common Stock
(44.55%).
(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. Dr. Wertheim's mailing address is 191 Leucadendra Drive,
Coral Gables, Florida 33156.
(5) Mailing address is 1750 East Sunrise Boulevard, Fort Lauderdale,
Florida 33304.
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., I.R.E. Advisors, Inc.
and Florida Partners Corporation 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 a public limited partnership that is affiliated with
BFC. 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 interest earned on advances made by 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 approximately 70 acres of unimproved land known as the
"Center Port" property in Pompano Beach, Florida. Through December 31, 1998, 42
acres had been sold from the Center Port property to unaffiliated third parties
for approximately $11.7 million and the Company recognized net gains from the
sale of real estate of approximately $2.8 million. Included in cost of sales is
approximately $2.0 million, representing the Abdo Group's profit participation
from the transactions. All proceeds from the sale were utilized to reduce the
borrowing for which the Center Port property serves as partial collateral. At
December 31, 1998, the balance on this borrowing was approximately $1,000 and
was due to an unaffiliated lender. Payment of profit participation to the Abdo
Group will be deferred until the lender and the Company is repaid on loans,
advances and interest. The remainder of the Center Port property is currently
being marketed for sale.
(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 29, 1999
