<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment #1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended DECEMBER 31, 1995, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from__________to__________
Commission file number 0-15932
BF ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3038456
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 BUSH STREET, SUITE 1250, SAN FRANCISCO, CA 94104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 989-6580
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
$.10 PAR VALUE COMMON STOCK
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 13, 1996, the aggregate market value of the $.10 Par Value Common
Stock held by non-affiliates of the registrant was approximately $9,907,990
based on the closing sale price for the stock on that date. This amount
excludes the market value of 1,769,195 shares of Common Stock beneficially owned
by the registrant's directors and officers.
As of March 13, 1996, there were outstanding 3,750,793 shares of the
registrant's $.10 Par Value Common Stock.
DOCUMENT INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement to be mailed to stockholders in
connection with the registrant's Annual Meeting of Stockholders, scheduled to be
held in May 1996, are incorporated by reference in Part III of this report.
Except as expressly incorporated by reference, the registrant's Proxy Statement
shall not be deemed a part of this report.
Exhibit Index begins on page 33.
<PAGE>
(b) Reports on Form 8-K
The registrant did not file any report on Form 8-K during the last
quarter of the period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BF ENTERPRISES, INC.
--------------------
(Registrant)
Date: March 25, 1996 By: /s/ John M. Price
-------------------------
John M. Price
Senior Vice President,
General Counsel, Secretary
and Treasurer
29
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C>
Date: March 25, 1996 By: /s/ Brian P. Burns
---------------------------------
Brian P. Burns
Chairman of the Board of Directors,
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 25, 1996 By: /s/ Paul Woodberry
---------------------------------
Paul Woodberry
Executive Vice President,
Chief Financial Officer and a Director
(Principal Financial Officer)
Date: March 25, 1996 By: /s/ Ralph T. McElvenny, Jr.
---------------------------------
Ralph T. McElvenny, Jr., Director
Date: March 25, 1996 By: /s/ Charles E.F. Millard
---------------------------------
Charles E.F. Millard, Director
Date: March 25, 1996 By: /s/ S. Douglas Post
---------------------------------
S. Douglas Post, Vice President and
Controller
(Principal Accounting Officer)
</TABLE>
30
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Page Numbers
- ------- ------------
3.1 Restated Certificate of Incorporation - incorporated by
reference to Exhibit 3 (a) to Amendment No. 1 on Form 8 to
the registrant's Form 10 registration statement, filed with the
Securities and Exchange Commission on June 23, 1987.
3.2 By-Laws - incorporated by reference to Exhibit 3 (b) to the
registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989.
4.1 Restated Certificate of Incorporation (filed as Exhibit 3.1).
4.2 By-Laws (filed as Exhibit 3.2).
4.3 Specimen common stock certificate - incorporated by
reference to Exhibit 4 (c) to Amendment No. 1 on Form 8 to
the registrant's Form 10 registration statement, filed
with the Securities and Exchange Commission on June 23, 1987.
4.4 Indenture dated as of October 1, 1972, as amended,
between IDS Realty Trust and First National Bank of
Minneapolis - incorporated by reference to Exhibits 6(t)
and 6(v) to the Form S-14 Registration Statement of
Boothe Financial Corporation (formerly known as Boothe Interim
Corporation and now known as Robert Half International
Inc.) filed with the Securities and Exchange Commission
on December 31, 1979.
4.5 Indenture, dated as of October 26, 1993, between the
registrant and American National Bank and Trust Company,
as Trustee for the registrant's Floating Rate Subordinated
Debentures due December 31, 1999 - incorporated by reference
to Exhibit 4.5 to the registrant's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1993.
4.6 Specimen certificate for the registrant's Floating Rate
Subordinated Debentures due December 31, 1999 - incorporated
by reference to Exhibit 4.6 to the registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended
September 30, 1993.
10.1 Reorganization and Distribution Agreement between the
registrant and Boothe Financial Corporation (now known as
Robert Half International Inc.), as amended and restated
as of June 15, 1987 - incorporated by reference to Exhibit 2 to
Amendment No. 2 on Form 8 to the registrant's Form 10
registration statement, filed with the Securities and Exchange
Commission on July 17, 1987.
10.2 Pledge and Security Agreement between the registrant and
Boothe Financial Corporation (now known as Robert Half
International Inc.), dated as of June 15, 1987 -
incorporated by reference to Exhibit 10 (b) to the
registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987.
33
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Exhibit Sequential
Number Page Number
- ------- -----------
10.3 Tax Sharing Agreement between the registrant and Boothe
Financial Corporation (now know as Robert Half International
Inc.), dated as of June 15, 1987 - incorporated by
reference to Exhibit 10 (c) to the registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1987.
10.4 Agreement of Assignment and Assumption of Rights under
the Indenture, dated June 15, 1987, between the registrant
and Boothe Financial Corporation (now known as Robert Half
International Inc.) - incorporated by reference to Exhibit
10 (f) to the registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1987.
10.5 Assumption of Obligations and Liabilities, dated June 15,
1987, between the registrant and Boothe Financial Corporation
(now known as Robert Half International Inc.) - incorporated
by reference to Exhibit 10 (g) to the registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1987.
*10.6 Amended and Restated Management Incentive Compensation
Plan of the registrant - incorporated by reference to
Exhibit 10.9 to the registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1991.
*10.7 Non-Employee Directors' Option Plan of the registrant,
as amended - incorporated by reference to Exhibit 10 (j)
to the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989.
*10.8 The registrant's 1993 Long-Term Equity Incentive Plan -
incorporated by reference to Exhibit 10.8 to the
registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992.
*10.9 The registrant's 1994 Stock Option Plan for Outside
Directors - incorporated by reference to Exhibit 10.9 to the
registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1994.
*10.10a Employment Agreement between the registrant and Brian P.
Burns, dated as of November 30, 1992 - incorporated by
reference to Exhibit 10.15 to the registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.
*10.10b Amendment to Employment Agreement between the registrant 37
and Brian P. Burns, dated as of December 28, 1995.
*10.11 Employment Agreement by and between the registrant and Paul
Woodberry, dated as of December 22, 1992 - incorporated
by reference to Exhibit 10.16 to the registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.
*10.12a The registrant's Profit Sharing Plan, as amended and
restated effective July 1, 1989 - incorporated by reference
to Exhibit 10.9 to the registrant's Registration Statement on
Form S-1 and Form S-4 (Registration No. 33-56290) filed with the
Securities and Exchange Commission on December 24, 1992.
34
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Exhibit Sequential
Number Page Number
- ------- -----------
*10.12b First Amendment of the registrant's Profit Sharing Plan,
adopted December 12, 1994 - incorporated by reference to
Exhibit 10.12 (b) to the registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
*10.12c Second Amendment of the registrant's Profit Sharing Plan, 38
adopted March 31, 1995.
*10.13 Amended Trust Agreement, under the registrant's Profit
Sharing Plan, dated September 7, 1992, between the
registrant and John M. Price, as trustee - incorporated
by reference to Exhibit 10.10 to the registrant's Registration
Statement on Form S-1 and Form S-4 (Registration No. 33-56290)
filed with the Securities and Exchange Commission on
December 24, 1992.
10.14 Amended and Restated Letter of Credit Reimbursement
Agreement, dated April 30, 1994, among IBJ Schroder Bank &
Trust Company, the registrant and the registrant's
wholly-owned subsidiary, Boothe Financial Corporation -
incorporated by reference to Exhibit 10.14 to the registrant's
Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1994.
10.15 Loan and Security Agreement, dated April 30, 1994, executed
by the registrant and its wholly-owned subsidiary, Boothe
Financial Corporation, in favor of IBJ Schroder Bank &
Trust Company - incorporated by reference to Exhibit 10.15
to the registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1994.
10.16a Amended and Restated Lease regarding certain premises
at 1515 W. 14th St., Tempe, Arizona dated as of March 31,
1978, by and between Boothe Financial Corporation (formerly
known as Boothe Courier Corporation and now known as Robert Half
International Inc., the registrant's predecessor in
interest to the property subject to the lease), and ITT
Systems, Inc. (formerly known as Courier Terminal Systems,
Inc.), as amended - incorporated by reference to Exhibit 10 (r)
to Amendment No. 2 on Form 8 to the registrant's
Form 10 registration statement, filed with the Securities
and Exchange Commission on July 17, 1987.
10.16b Second Amendment of Amended and Restated Lease, regarding
premises at 1515 W. 14th Street, Tempe, Arizona, dated as
of January 25, 1995, by and between the registrant, as
landlord, and Idea Courier Incorporated, as tenant -
incorporated by reference to Exhibit 10.16 (b) to the registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
10.16c Assignment and Assumption of Lease with Idea Courier
Incorporated, between the registrant, as assignor, and Bank
One, Arizona, NA, as assignee - incorporated by reference to
Exhibit 10.16 (c) to the registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
10.17 Lease, regarding premises at 1515 W. 14th Street, Tempe,
Arizona, dated as of March 1, 1995, between the registrant, as
landlord, and Bank One, Arizona, NA, as tenant - incorporated
by reference to Exhibit 10.17 to the registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994.
35
<PAGE>
Exhibit Sequential
Number Page Number
- ------- -----------
10.18 Advisory Fee Agreement, effective as of March 1, 1995,
between the registrant and CB Commercial Real Estate Group,
Inc. - incorporated by reference to Exhibit 10.18 to the
registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.
10.19 Development and Management Agreement, dated as of March 1,
1991, between Trout Creek Development Corporation, a
wholly-owned subsidiary of the registrant, and DEVCO II
Corporation - incorporated by reference to Exhibit 10.20 (a)
to the registrant's Form 8-K report dated March 14, 1991,
filed with the Securities and Exchange Commission on March
15, 1991.
10.20 Guarantee, dated as of March 1, 1991, by the registrant -
incorporated by reference to Exhibit 10.20 (b) to the
registrant's Form 8-K report dated March 14, 1991, filed with
the Securities and Exchange Commission on March 15, 1991.
10.21a Office Lease, dated as of March 26, 1990, between Bush
Street Limited Partnership, as landlord, and the registrant,
as tenant - incorporated by reference to Exhibit 10.24 (a)
to the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990.
10.21b Lease Extension Agreement, dated as of January 19, 1995,
between JMB Group Trust IV, as landlord, and the registrant,
as tenant - incorporated by reference to Exhibit 10.21 (b) to
the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
10.22 Property Acquisition Agreement, dated as of September 39-43
25, 1995, between Meadow Pointe II Community Development
District and Trout Creek Properties, Inc., a wholly-owned
subsidiary of the registrant.
11 Statement re computation of per share earnings. 44
21 Subsidiaries of the registrant. 45
27 Financial Data Schedule
- -------------------------
* Management contract or compensatory plan required to be filed as an
exhibit pursuant to Item 14 (c) of Form 10-K.
36
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 4,668
<SECURITIES> 538
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<ALLOWANCES> 0
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<TOTAL-ASSETS> 18,521
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