<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
BF ENTERPRISES, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
BF ENTERPRISES, INC.
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------
TO BE HELD
WEDNESDAY, MAY 5, 1999
9:30 A.M.
To the Stockholders:
The Annual Meeting of Stockholders of BF ENTERPRISES, INC. will be held at
9:30 a.m. on Wednesday, May 5, 1999, at the Wyndham Harbour Island Hotel, 725 S.
Harbour Island Boulevard, Tampa, Florida. The meeting will be held for the
following purposes:
1. To elect five directors to hold office until the next annual
meeting of stockholders or until their successors are elected. The present
Board of Directors intends to nominate the following individuals for
election as directors: Brian P. Burns, Daniel S. Mason, Ralph T. McElvenny,
Jr., Charles E.F. Millard and Paul Woodberry.
2. To transact such other business as may properly come before the
meeting or any adjournment or postponement of the meeting.
Only stockholders of record at the close of business on March 15, 1999 are
entitled to notice of, and to vote at, the meeting and any adjournment or
postponement of the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
CAROL Y. YOUNG, Secretary
San Francisco, California
April 2, 1999
-- IMPORTANT --
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POST-PAID ENVELOPE. IF
YOU ATTEND THE MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN
PERSON.
THANK YOU FOR ACTING PROMPTLY.
<PAGE> 3
BF ENTERPRISES, INC.
---------------
PROXY STATEMENT
---------------
INTRODUCTION
The enclosed proxy is solicited on behalf of the present Board of Directors
(sometimes referred to as the "Board") of BF Enterprises, Inc., a Delaware
corporation (the "Company"), the principal executive offices of which are
located at 100 Bush Street, Suite 1250, San Francisco, California 94104. The
approximate date on which this proxy statement and the enclosed proxy are being
mailed to the Company's stockholders is April 2, 1999. The proxy is solicited
for use at the Annual Meeting of Stockholders (the "Meeting") to be held at 9:30
a.m. on Wednesday, May 5, 1999, at the Wyndham Harbour Island Hotel, 725 S.
Harbour Island Boulevard, Tampa, Florida.
Only holders of record of the Company's $.10 par value common stock
("Common Stock") on March 15, 1999 will be entitled to vote at the Meeting and
any adjournment or postponement of the Meeting. At the close of business on
March 15, 1999, there were 3,553,349 shares of Common Stock outstanding. Each
stockholder will be entitled to one vote per share of Common Stock held on each
proposal considered at the Meeting. A majority of the outstanding shares of
Common Stock will constitute a quorum at the Meeting. Shares of Common Stock
held by persons who abstain from voting and broker "non-votes" will be counted
in determining whether a quorum is present at the Meeting.
A stockholder giving a proxy in the form accompanying this proxy statement
has the power to revoke the proxy prior to its exercise. A proxy can be revoked
by an instrument of revocation delivered prior to the Meeting to the Secretary
of the Company, by a duly executed proxy bearing a date later than the date of
the proxy being revoked, or at the Meeting if the stockholder is present and
elects to vote in person.
The cost of soliciting proxies will be borne by the Company. Solicitations
may be made by directors, officers or employees of the Company by telephone or
personal interview as well as by mail. Solicitation by such persons will be made
on a part-time basis, and no special compensation other than reimbursement of
actual expenses incurred in connection with such solicitation will be paid.
The Company meets the definition of a small business issuer under
regulations promulgated by the Securities and Exchange Commission (the "SEC").
PROPOSAL ONE
NOMINATION AND ELECTION OF DIRECTORS
NOMINEES OF THE PRESENT BOARD OF DIRECTORS
The full Board of Directors, consisting of five directors, will be elected
at the Meeting to hold office until the next annual meeting or until the
directors' successors are elected. It is intended that the proxies will be voted
for the election of the five nominees named below. All five of the nominees are
presently directors of the Company. The present term of office of all directors
will expire upon election of directors at the Meeting.
The proxies cannot be voted for more than five persons. Should any nominee
become unavailable to serve as a director for any reason, proxies will be voted
for the balance of those named
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and such substitute nominee as may be selected by the Board. The Board does not
expect any nominee to become unavailable. The affirmative vote of a majority of
the outstanding shares of Common Stock present in person or by proxy at the
Meeting and entitled to vote is necessary to elect each nominee. Proxies
solicited by the Board will be voted "FOR" the election of the five nominees
named below unless stockholders specify in their proxies to the contrary. Shares
of Common Stock held by persons who abstain from voting and broker non-votes
will not be voted for or against any of the nominees. Shares held by persons
abstaining will be counted in determining whether a quorum is present for the
purpose of voting for the election of directors, but broker non-votes will not
be counted for this purpose.
The following table lists the name and age of each person nominated by the
Board for election as a director and all positions and offices with the Company
held by the nominee.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY IN ADDITION TO DIRECTOR
---- --- -------------------------------------------------
<S> <C> <C>
Brian P. Burns....................... 62 Chairman of the Board, President and Chief
Executive Officer
Daniel S. Mason...................... 50
Ralph T. McElvenny, Jr. ............. 57
Charles E.F. Millard................. 66
Paul Woodberry....................... 71 Executive Vice President and Chief Financial
Officer
</TABLE>
Messrs. Burns and Woodberry were first elected to office in May 1987.
Messrs. McElvenny and Millard have served as directors of the Company since June
1987. Mr. Mason was elected a director on October 16, 1996.
Mr. Burns has been Chairman of the Board of Directors and Chief Executive
Officer of the Company since May 1987, and President since March 1988. He also
is a director of Kendall-Jackson Winery.
Mr. Mason has been managing partner of the San Francisco law firm of Furth,
Fahrner & Mason for more than the past five years.
Mr. McElvenny has been Chairman of the Board of Directors and Chief
Executive Officer of Golden Oil Company ("Golden"), a natural resources
exploration and production company with principal offices in Houston and Tulsa,
and predecessor companies for more than the past five years. He also served as
Chief Executive Officer of Cobb Resources Corporation ("Cobb"), an oil and gas
exploration and production company in which Golden is a substantial shareholder,
from October 1990 until March 1992, when Cobb shareholders approved the sale of
Cobb's oil and gas assets to Golden. For more than the past five years Mr.
McElvenny also has been Chairman of the Board of Directors and Chief Executive
Officer of USR Industries, Inc., a diversified holding company based in Houston.
Mr. Millard has been managing partner of Millard/O'Reilly Enterprises, a
Fairfield, Connecticut firm engaged in real estate, investments and consulting
for more than the past five years. Mr. Millard also is President of Sanctuary
Ventures, Ltd., a private real estate and investment firm.
Mr. Woodberry has been Executive Vice President and Chief Financial Officer
of the Company since May 1987, and served as Treasurer of the Company from May
1987 to May 1992. For more than the past five years, he has been a consultant to
Alleghany Corporation, an asset management company based in New York, or certain
of its subsidiaries, and has devoted a majority of his time to such activities.
He is a director of Alleghany Corporation and certain subsidiaries of Alleghany
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Corporation, including World Minerals, Inc., Underwriters Re Group, Inc. and
Alleghany Properties, Inc.
THE BOARD AND COMMITTEES
The Board of Directors has standing Audit, Compensation and Executive
Committees. The Board currently has no standing nominating committee.
The Audit Committee, currently composed of Messrs. McElvenny (Chairman),
Millard, and Mason met twice during 1998. In addition, members of the Audit
Committee met from time to time with the Company's internal finance and
accounting staff and with representatives of Arthur Andersen LLP, the Company's
independent auditors. The function of the Audit Committee is to recommend to the
full Board of Directors the firm to be retained by the Company as its
independent auditors, to consult with the auditors with regard to the scope of
audit practices and the plan of audit, the results of the audit and the audit
report, and to confer with the auditors with regard to the adequacy of internal
accounting controls.
The Compensation Committee, currently composed of Messrs. Millard
(Chairman) and McElvenny, met once during 1998. In addition, Mr. Millard, as
Chairman, met from time to time with the Chairman of the Board to review and
consider various compensation matters. The function of the Compensation
Committee is to recommend to the full Board of Directors compensation
arrangements for the Company's senior management and the adoption of any
compensation plans in which officers and directors are eligible to participate,
and to review and advise the full Board of Directors with respect to trends in
management compensation.
The Executive Committee, currently composed of Messrs. Burns (Chairman),
McElvenny and Millard, did not meet during 1998. The Executive Committee has all
of the powers of the Board of Directors, with certain specific exceptions
required by Delaware law.
The Board had four meetings during 1998. Each director attended at least
75% of the meetings of the Board and of the committees of the Board on which he
served.
EXECUTIVE OFFICERS
The executive officers of the Company are:
<TABLE>
<CAPTION>
NAME AGE OFFICE
---- --- ------
<S> <C> <C>
Brian P. Burns........... 62 Chairman of the Board, President and Chief
Executive Officer
Paul Woodberry........... 71 Executive Vice President and Chief Financial
Officer
Stuart B. Aronoff........ 66 Senior Vice President -- Operations and
Assistant Secretary
S. Douglas Post.......... 58 Vice President and Treasurer
</TABLE>
Mr. Aronoff has been Senior Vice President -- Operations and Assistant
Secretary of the Company since May 1987.
Mr. Post has been Vice President of the Company since July 1991 and
Treasurer since March 1998.
All of the executive officers serve at the pleasure of the Board of
Directors, subject to the terms of employment agreements, if any, relating to
certain of such officers; see "Compensation of Executive Officers and
Directors -- Employment Contract, Termination of Employment and Change in
Control Arrangement" below.
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<PAGE> 6
BENEFICIAL STOCK OWNERSHIP
The following table sets forth information as of March 15, 1999 concerning
beneficial ownership of Common Stock, the Company's only class of equity
securities currently outstanding, by (i) the only persons known to the Company
to be beneficial owners of more than 5% of the outstanding Common Stock, (ii)
all directors, (iii) the Chief Executive Officer and (iv) all directors and
executive officers as a group.
<TABLE>
<CAPTION>
SHARES OF PERCENT OF
NAME OF COMMON STOCK COMMON
BENEFICIAL OWNER BENEFICIALLY OWNED(1) STOCK
---------------- --------------------- ----------
<S> <C> <C>
Brian P. Burns............................................. 1,849,338(2) 47.0%(2)
100 Bush Street
San Francisco, CA 94104
Frederick P. Furth......................................... 690,000(3) 19.4%(3)
201 Sansome Street
San Francisco, CA 94104
Jeffrey T. and Karen T. Nebel.............................. 233,050 6.6%
2055 94th Ave., N.E.
Bellevue, WA 98004
J. Stephen Schaub.......................................... 202,604(4) 5.7%(4)
9 S. Washington Street - Suite 500
Spokane, WA 99201
Thomas Nebel............................................... 221,340(5) 6.2%(5)
9502 Northeast 13th Street
Clyde Hill, WA 98004
Daniel S. Mason............................................ 6,500(6) *
Ralph T. McElvenny, Jr. ................................... 12,000(7) *
Charles E.F. Millard....................................... 26,100(7) *
Paul Woodberry............................................. 205,588(8) 5.6%(8)
Stuart B. Aronoff.......................................... 190,495 5.2%(9)
All directors and executive officers as a group (8
persons)(2)(6)(7)(8)(9)(10).............................. 2,498,271 57.1%
</TABLE>
- - ---------------
* Less than 1%
(1) Named persons have sole voting and investment power, except as otherwise
indicated.
(2) Includes 382,000 shares subject to presently exercisable options. Also
includes 678,200 shares owned by Frederick P. Furth, as to which Mr. Burns
holds an irrevocable proxy until May 31, 2001 and as to which Mr. Burns
disclaims beneficial ownership. Excludes all shares now or hereafter owned
by Messrs. Thomas Nebel, Paul Woodberry, Stuart Aronoff, Douglas Post and
the estate of John Price and five others as to which shares Mr. Burns has
rights of first refusal with respect to future sales. An aggregate of at
least 427,723 of the outstanding shares of Common Stock currently are
subject to these rights.
(3) Includes 11,800 shares owned by the Furth Foundation, a charitable
foundation of which Mr. Furth is Chairman of the Board of Directors, as to
which shares Mr. Furth has shared voting and dispositive powers. Mr. Furth
has granted Mr. Burns an irrevocable proxy to vote all his shares
(excluding shares held by the Furth Foundation) during the period ending
May 31, 2001.
(4) Includes 187,504 shares as to which Mr. Schaub has sole voting and
dispositive power and 15,100 shares as to which he has shared dispositive
power, and includes 16,100 shares as to which Mr. Schaub disclaims
beneficial ownership.
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(5) Includes 50,478 shares as to which Mr. Nebel has shared voting and
dispositive powers with his wife.
(6) Includes (i) 2,000 shares as to which Mr. Mason has shared voting and
dispositive powers with his wife, and (ii) 4,500 shares subject to
presently exercisable options.
(7) Includes 10,000 shares subject to presently exercisable options.
(8) Consists of (i) 108,088 shares owned by a trust of which Mr. Woodberry and
his wife are co-trustees, in which capacities Mr. and Mrs. Woodberry share
voting and investment power with respect to all such shares, and (ii)
97,500 shares subject to presently exercisable options.
(9) Consists of (i) 86,295 shares owned by a trust of which Mr. Aronoff and his
wife are co-trustees, in which capacities Mr. and Mrs. Aronoff share voting
and investment power with respect to all such shares, (ii) 700 shares owned
by Mr. Aronoff's wife as to which he disclaims beneficial ownership, and
(iii) 103,500 shares subject to presently exercisable options.
(10) Includes 175,500 shares subject to presently exercisable options, in
addition to those described in the foregoing footnotes, held by an
executive officer and the estate of John M. Price.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The following table sets forth the total compensation that the Company paid
or accrued to its Chief Executive Officer, Brian P. Burns, during fiscal years
1996, 1997 and 1998. No other executive officer of the Company received salary
and bonus in excess of $100,000 for services rendered in all capacities to the
Company during 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------- ---------------------------------
AWARDS PAYOUTS
----------------------- -------
OTHER SECURITIES ALL
ANNUAL RESTRICTED UNDERLYING OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
SALARY BONUS SATION AWARDS SARS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)(1)
- - --------------------------- ---- -------- ----- ------- ---------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Brian P. Burns.......... 1998 $275,000 -- -- -- 40,000 -- $16,000
Chairman of the Board, 1997 269,167 -- -- -- 40,000 -- 16,000
President and Chief 1996 240,000 -- -- -- 39,000 -- 15,000
Executive Officer
</TABLE>
- - ---------------
(1) Amounts accrued in 1998, 1997 and 1996 and paid in 1998, 1998 and 1997,
respectively, on behalf of Mr. Burns as fully vested contributions to the
Company's Profit Sharing Plan, a defined contribution plan.
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<PAGE> 8
OPTION GRANT DURING 1998; VALUE OF OPTIONS AT YEAR-END
The following table sets forth certain information covering the grant of
options to the Company's Chief Executive Officer, Mr. Burns, during the fiscal
year ended December 31, 1998, and unexercised options held by Mr. Burns as of
that date. Mr. Burns did not exercise any options during fiscal year 1998.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------
NUMBER OF SECURITIES % OF TOTAL OPTIONS/SARS EXERCISE OR
UNDERLYING OPTIONS/ GRANTED TO EMPLOYEES IN BASE PRICE
NAME SARS GRANTED(#) FISCAL YEAR ($/SH) EXPIRATION DATE
---- -------------------- ----------------------- ----------- ---------------
<S> <C> <C> <C> <C>
Brian P. Burns....... 40,000(1) 42.8% $7.75 December 1, 2008
</TABLE>
- - ---------------
(1) Non-qualified stock option to purchase Common Stock issued pursuant to the
Company's 1997 Long-Term Incentive Plan, on December 1, 1998, granted at
100% of fair market value on that date, and exercisable in whole or in part
at any time prior to the expiration date of the option or its earlier
termination in accordance with that plan. The exercise price, and any
related income tax withholding obligations, may be satisfied by delivery of
cash, secured recourse promissory note, Common Stock owned by Mr. Burns for
at least six months, or any combination thereof.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
-------------------------------- ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------------- ----------- -------------
<S> <C> <C> <C> <C>
Brian P. Burns................ 382,000 0 $1,325,375 n/a
</TABLE>
EMPLOYMENT CONTRACT, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
Brian P. Burns, Chairman of the Board, President and Chief Executive
Officer, has an employment agreement with the Company terminating December 31,
2002, pursuant to which Mr. Burns receive an annual salary of $275,000,
effective March 1, 1997. Under this employment agreement, Mr. Burns also is
eligible to receive an annual cash bonus not exceeding his base salary, although
he did not receive a cash bonus for 1996, 1997 and 1998. The amount of any bonus
is determined by the Board of Directors in its sole discretion. In the event Mr.
Burns's employment is terminated involuntarily other than for cause, or
voluntarily within thirty days following a change in control of the Company, Mr.
Burns will be paid, at his election, either (i) his salary, at the rate in
effect on the date of termination, plus an equal amount annually in lieu of a
bonus, through the stated expiration date of his agreement, or (ii) the present
value of such payments, subject in either case to the limitation that Mr. Burns
will not receive any amount that would not be deductible by the Company under
applicable provisions of the Internal Revenue Code of 1986, as amended.
COMPENSATION OF DIRECTORS
Each director of the Company who is not also an employee of the Company
receives an annual fee of $10,000 for services as a director and $750 for each
board meeting attended. Outside directors also receive annual fees of $2,500 as
chairman and $1,500 as a member of the Executive, Audit and Compensation
Committees. Directors receive reimbursement for travel and other expenses
directly
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related to activities as directors, and outside directors receive an additional
$500 for each board meeting they attend which is held more than three hours' air
travel from their residences.
The Company's 1994 Stock Option Plan for Outside Directors (the "Outside
Directors' Plan"), which was approved by the Company's stockholders on May 5,
1994, provides for the periodic, automatic granting of non-qualified stock
options to non-employee directors of the Company (currently Messrs. Mason,
McElvenny and Millard) on the date each person is elected or appointed a
director (or, for Messrs. McElvenny and Millard, on May 5, 1994) and thereafter
on the date of each annual meeting of stockholders at which he or she, having
served at least one year as a non-employee director, is re-elected a director.
The initial grant is a non-qualified option for the purchase of 5,000 shares of
Common Stock.
At each subsequent annual meeting of stockholders, an eligible non-employee
director will receive a non-qualified option for the purchase of 2,000 shares of
Common Stock. All options granted under the Outside Directors' Plan have an
exercise price equal to the fair value of Common Stock on the grant date, and
have a term of ten years and one day. All options granted prior to May 27, 1997
under the Outside Directors' Plan, vest at the rate of 25% per year for each of
the first four years, except that upon the death, disability or retirement of a
non-employee director, or upon a director's failure to win reelection after
nomination at the recommendation of the Board of Directors, or upon a change of
control (as defined in the Outside Directors' Plan), all options vest
automatically and immediately. All options granted under the Outside Directors'
Plan on or after May 27, 1998 vest in full immediately upon the grant of the
option. All options held by a director terminate on the date that such
individual ceases to be a director, provided that all options vested and
exercisable on that date may be exercised for a period of up to one year
following termination or, in the case of termination by reason of death,
disability, retirement or failure to win reelection, as described above, for a
period of three years. A total of 100,000 shares of Common Stock has been
authorized for issuance under the Outside Directors' Plan. Messrs. McElvenny,
Millard, and Mason were each granted an option for the purchase of 2,000 shares
of Common Stock, pursuant to the Outside Directors' Plan, on May 27, 1998 (the
date of the 1998 Annual Meeting of Stockholders), with an exercise price of
$8.34375 per share, the fair market value of a share of Common Stock on that
date.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has retained the law firm of Furth, Fahrner & Mason, of which
Mr. Mason is managing partner, to represent the Company with reference to
certain matters during 1997 1998, and 1999.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, independent public accountants, has acted as the
Company's auditors since 1987, and the Board intends to reappoint Arthur
Andersen LLP to audit the books, records and accounts of the Company for the
year ending December 31, 1999. Representatives of that firm will be present at
the Meeting with the opportunity to make a statement if they desire to do so.
They will also be available to respond to appropriate questions.
ANNUAL REPORT TO SEC
STOCKHOLDERS WHO WISH TO OBTAIN, WITHOUT CHARGE, A COPY OF THE COMPANY'S
FORM 10-KSB REPORT FOR THE YEAR ENDED DECEMBER 31, 1998, AS FILED WITH THE
SECURITIES AND EXCHANGE
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<PAGE> 10
COMMISSION, SHOULD ADDRESS A WRITTEN REQUEST TO: SECRETARY, BF ENTERPRISES,
INC., 100 BUSH STREET, SUITE 1250, SAN FRANCISCO, CA 94104. EXHIBITS TO THAT
REPORT ARE AVAILABLE UPON WRITTEN REQUEST AND PAYMENT OF A REASONABLE FEE EQUAL
TO THE COMPANY'S COSTS OF COPYING AND MAILING SUCH EXHIBITS.
STOCKHOLDER PROPOSALS
To be considered for presentation at the year 2000 Annual Meeting of
Stockholders, a stockholder proposal must be received at the offices of the
Company not later than January 2, 2000.
OTHER MATTERS
The proxy holders are authorized to vote, in their discretion, upon, any
other business that comes before the Meeting and any adjournment or postponement
of the Meeting. The Board knows of no other matters which will be presented to
the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
CAROL L. YOUNG, Secretary
San Francisco, California
April 2, 1999
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED, POST-PAID ENVELOPE.
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BF ENTERPRISES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Brian P. Burns and Daniel S. Mason, or
either of them, with full power of substitution, proxies to vote at the Annual
Meeting of Stockholders of BF Enterprises, Inc. (the "Company") to be held on
May 5, 1999, in Tampa, Florida, at 9:30 a.m., eastern daylight time, and at any
adjournment or adjournments thereof, hereby revoking any proxies heretofore
given, to vote all shares of common stock of the Company held on record by the
undersigned on March 15, 1999, as directed below, and in their discretion upon
such other matters as may come before the meeting.
(TO BE SIGNED ON REVERSE SIDE)
Please sign, date and return this proxy promptly in the enclosed
envelope, which requires no postage.
-----------
SEE REVERSE
SIDE
-----------
<PAGE> 12
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL NOMINEES NAMED IN PROPOSAL 1.
FOR WITHHELD
1. Election of [ ] [ ] NOMINEES: Brian P. Burns, Daniel S. Mason,
Directors Ralph T. McElvenny, Jr.,
Charles E.F. Millard and
Paul Woodberry
For, except vote withheld from the following nominee(s):
________________________________________________________
SIGNATURES ___________________________________________________ DATE ____________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
