SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
BFC Financial Corporation
(Name of Issuer)
Class B Common Stock, $.01 par value
(Title of Class of Securities)
055-384-101
(Cusip Number)
Alan B. Levan
1750 E. Sunrise Boulevard
Ft. Lauderdale, FL 33304
(954) 760-5200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 1998
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 055-384-101
(Continued on following page(s))
<PAGE>
CUSIP No. 055-384-101 13D Page 2 of 13
1 NAME OF REPORTING PERSONS
(I.R.S. IDENTIFICATION NO. OF ABOVE NAMED PERSON (entities only):
I.R.E. Realty Advisors, Inc. 59-1399723
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
242,221
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
242,221
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
242,221
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
14 TYPE OF REPORTING PERSON (See instructions)
CO
<PAGE>
CUSIP No. 055-384-101 13D Page 3 of 13
1 NAME OF REPORTING PERSONS
(I.R.S. IDENTIFICATION NO. OF ABOVE NAMED PERSON (entities only):
I.R.E. Properties, Inc. 59-1399725
4 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(c) [X]
(d) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
136,666
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
136,666
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
136,666
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14 TYPE OF REPORTING PERSON (See instructions)
CO
<PAGE>
CUSIP No. 055-384-101 13D Page 4 of 13
1 NAME OF REPORTING PERSONS
(I.R.S. IDENTIFICATION NO. OF ABOVE NAMED PERSON (entities only):
I.R.E. Realty Advisory Group, Inc. 59-2098681
5 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(e) [X]
(f) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
500,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
500,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14 TYPE OF REPORTING PERSON (See instructions)
CO
<PAGE>
CUSIP No. 055-384-101 13D Page 5 of 13
1 NAME OF REPORTING PERSONS
(I.R.S. IDENTIFICATION NO. OF ABOVE NAMED PERSON (entities only):
Florida Partners Corporation 59-2354501
6 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(g) [X]
(h) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
133,314
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
133,314
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,314
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON (See instructions)
CO
<PAGE>
CUSIP No. 055-384-101 13D Page 6 of 13
1 NAME OF REPORTING PERSONS
(I.R.S. IDENTIFICATION NO. OF ABOVE NAMED PERSON (entities only):
Levan Enterprises, Ltd. 65-0891608
7 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(i) [X]
(j) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
55,865
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
55,865
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,865
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions)
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.40%
14 TYPE OF REPORTING PERSON (See instructions)
CO
<PAGE>
CUSIP No. 055-384-101 13D Page 7 of 13
Item 1. Security and Issuer.
Item 1 is amended and supplemented as follows:
The equity securities to which this statement relates are the
shares of Class B Common Stock, $.01 par value (the "Common Stock") of BFC
Financial Corporation, formerly known as BankAtlantic Financial Corporation (the
"Issuer"). The principal executives offices of the Issuer are located at 1750
East Sunrise Boulevard, Ft. Lauderale, Florida 33304.
Item 2. Identity and Background
Item 2 is amended and supplemented as follows:
Alan B. Levan transferred his interests in the Issuer, I.R.E. Realty Advisors,
Inc., I.R.E. Properties, Inc., I.R.E. Realty Advisory Group, Inc. and Florida
Partners Corporation to Levan Enterprises, Ltd. (the "Partnership").
Item 5. Interest in Securities of the Issuer.
Item 5 is amended in its entirety and restated as follows:
Amount of Class B Percentage of Class B
Common Stock Common Stock
Beneficially Beneficially
Owned as of Owned as of
Name December 3, 1998 December 3, 1998
---- ---------------- ----------------
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%
Florida Partners Corporation 133,314 5.7%
Levan Enterprises, Ltd. 55,865 2.4%
Item 7. Material to be Filed as Exhibits.
1. Information concerning certain persons and entities referred to in
Item 2.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
I.R.E. Realty Advisors, Inc.
/S/ Alan B. Levan
-----------------
Date: February 22, 1999 Alan B. Levan, President
I.R.E. Properties, Inc.
/S/ Alan B. Levan
-----------------
Date: February 22, 1999 Alan B. Levan, President
I.R.E. Realty Advisory Group, Inc.
/S/ Alan B. Levan
-----------------
Date: February 22, 1999 Alan B. Levan, President
Florida Partners Corporation
/S/ Alan B. Levan
-----------------
Date: February 22, 1999 Alan B.Levan, President
Levan Enterprises, Ltd.,
By: Levan General Corp.
/S/ Alan B. Levan
-----------------
Date: February 22, 1999 Alan B. Levan, President
EXHIBIT 1
The names, business addresses and principal occupations of the executive
officers and directors of I.R.E. Realty Advisors, Inc., I.R.E. Properties, Inc.,
I.R.E. Realty Advisory Group, Inc., Florida Partners Corporation and Levan
Enterprises, Ltd. are as follows:
EXECUTIVE OFFICERS AND DIRECTORS
OF I.R.E. REALTY ADVISORS, INC.
Business Address and
Corporation with Which Position with I.R.E. Realty Advisors,
Individual has his Inc. and Present Principal Occupation
Present Principal or Employment
Name Occupation or Employment
- ---- ------------------------ -------------------------------------
Alan B. Levan BankAtlantic Bancorp, Inc. President and Director of I.R.E.
1750 E. Sunrise Blvd. Realty Advisors, Inc.; President and
Ft. Lauderdale, FL 33304 Director of BFC Financial
Corporation; Chairman of the Board
and Chief Executive Officer of
BankAtlantic Bancorp, Inc.
Glen R. Gilbert BFC Financial Corporation Executive Vice-President, Secretary
1750 E. Sunrise Blvd. and Chief Financial Officer of I.R.E.
Ft. Lauderdale, FL 33304 Realty Advisory Group, Inc.;
Executive Vice-President, Secretary
and Chief Financial Officer of BFC
Financial Corporation
The Partnership owns 84.9% of the outstanding common stock of I.R.E. Realty
Advisors, Inc. The sole general partner of the Partnership is Levan General
Corp., a Florida corporation, which is owned 100% by Alan B. Levan. The limited
partners of the Partnership are various trusts, the beneficiaries of which are
Alan B. Levan's children.
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS
OF I.R.E. PROPERTIES, INC.
Business Address and
Corporation with Which Position with I.R.E. Properties, Inc.
Individual has his and Present Principal Occupation or
Present Principal Employment
Name Occupation or Employment
- ---- ------------------------ -------------------------------------
Alan B. Levan BankAtlantic Bancorp, Inc. President and Director of I.R.E.
1750 E. Sunrise Blvd. Properties, Inc.; President and
Ft. Lauderdale, FL 33304 Director of BFC Financial
Corporation; Chairman of the Board
and Chief Executive Officer of
BankAtlantic Bancorp, Inc.
Glen R. Gilbert BFC Financial Corporation Executive Vice-President, Secretary
1750 E. Sunrise Blvd. and Chief Financial Officer of I.R.E.
Ft. Lauderdale, FL 33304 Properties, Inc.; Executive
Vice-President, Secretary and Chief
Financial Officer of BFC Financial
Corporation
The Partnership owns 84.9% of the outstanding common stock of I.R.E. Properties,
Inc. The sole general partner of the Partnership is Levan General Corp., a
Florida corporation, which is owned 100% by Alan B. Levan. The limited partners
of the Partnership are various trusts, the beneficiaries of which are Alan B.
Levan's children.
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS
OF I.R.E. REALTY ADVISORY GROUP, INC.
Business Address and
Corporation with Which Position with I.R.E. Realty Advisory
Individual has his Group, Inc. and Present Principal
Present Principal Occupation or Employment
Name Occupation or Employment
- ---- ------------------------ -------------------------------------
Alan B. Levan BankAtlantic Bancorp, Inc. President and Director of I.R.E.
1750 E. Sunrise Blvd. Realty Advisory Group, Inc.;
Ft. Lauderdale, FL 33304 President and Director of BFC
Financial Corporation; Chairman of
the Board and Chief Executive Officer
of BankAtlantic Bancorp, Inc.
Glen R. Gilbert BFC Financial Corporation Executive Vice-President, Secretary
1750 E. Sunrise Blvd. and Chief Financial Officer of I.R.E.
Ft. Lauderdale, FL 33304 Realty Advisors, Inc.; Executive
Vice-President, Secretary and Chief
Financial Officer of BFC Financial
Corporation
The Partnership owns 18.2% and I.R.E. Properties owns 36.4% of the shares of the
outstanding common stock of I.R.E. Realty Advisory Group, Inc. The sole general
partner of the Partnership is Levan General Corp., a Florida corporation, which
is owned 100% by Alan B. Levan. The limited partners of the Partnership are
various trusts, the beneficiaries of which are Alan B. Levan's children.
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS
OF FLORIDA PARTNERS CORPORATION
Business Address and
Corporation with Which Position with Florida Partners
Individual has his Corporation and Present Principal
Present Principal Occupation or Employment
Name Occupation or Employment
- ---- ------------------------ -------------------------------------
Alan B. Levan BankAtlantic Bancorp, Inc. President and Director of Florida
1750 E. Sunrise Blvd. Partners Corporation; President and
Ft. Lauderdale, FL 33304 Director of BFC Financial
Corporation; Chairman of the Board
and Chief Executive Officer of
BankAtlantic Bancorp, Inc.
Glen R. Gilbert BFC Financial Corporation Executive Vice-President, Secretary
1750 E. Sunrise Blvd. and Chief Financial Officer of
Ft. Lauderdale, FL 33304 Florida Partners Corporation;
Executive Vice-President, Secretary
and Chief Financial Officer of BFC
Financial Corporation
The Partnership owns 39.8% of the shares of the outstanding common stock
of Florida Partners Corporation. The sole general partner of the Partnership is
Levan General Corp., a Florida corporation, which is owned 100% by Alan B.
Levan. The limited partners of the Partnership are various trusts, the
beneficiaries of which are Alan B. Levan's children.
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS
OF LEVAN GENERAL CORP.,
GENERAL PARTNER OF LEVAN ENTERPRISES, LTD.
Business Address and
Corporation with Which
Individual has his Position with Levan General Corp. and
Present Principal Present Principal Occupation or
Name Occupation or Employment Employment
- ---- ------------------------ -------------------------------------
Alan B. Levan BankAtlantic Bancorp, Inc. President and Director of Levan
1750 E. Sunrise Blvd. General Corp.; President and Director
Ft. Lauderdale, FL 33304 of BFC Financial Corporation;
Chairman of the Board and Chief
Executive Officer of BankAtlantic
Bancorp, Inc.
