<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 10, 2000
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 10, 2000, 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 17, 2000 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 L. YOUNG, Secretary
San Francisco, California
April 7, 2000
-- 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 7, 2000. 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 10, 2000, 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 17, 2000 will be entitled to vote at the Meeting and
any adjournment or postponement of the Meeting. At the close of business on
March 17, 2000, there were 3,447,919 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....................... 63 Chairman of the Board, President and Chief
Executive Officer
Daniel S. Mason...................... 51
Ralph T. McElvenny, Jr. ............. 58
Charles E.F. Millard................. 67
Paul Woodberry....................... 73 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 once during 1999. In addition, Mr. Burns, as Chairman of
the Board, and 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 1999. 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 1999. 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 1999. 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........... 63 Chairman of the Board, President and Chief
Executive Officer
Paul Woodberry........... 73 Executive Vice President and Chief Financial
Officer
Stuart B. Aronoff........ 67 Senior Vice President -- Operations and
Assistant Secretary
S. Douglas Post.......... 59 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 Agreement, Termination of Employment and Change in
Control Arrangements" below.
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<PAGE> 6
BENEFICIAL STOCK OWNERSHIP
The following table sets forth information as of March 17, 2000 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............................................. 1,873,338(2) 48.6%(2)
100 Bush Street
San Francisco, CA 94104
Frederick P. Furth......................................... 690,000(3) 20.0%(3)
201 Sansome Street
San Francisco, CA 94104
Jeffrey T. and Karen T. Nebel.............................. 200,000 5.8%
2055 94th Ave., N.E.
Bellevue, WA 98004
J. Stephen Schaub.......................................... 200,004(4) 5.8%(4)
9 S. Washington Street - Suite 500
Spokane, WA 99201
Thomas Nebel............................................... 221,340(5) 6.4%(5)
9502 Northeast 13th Street
Clyde Hill, WA 98004
Daniel S. Mason............................................ 11,000(6) *
Ralph T. McElvenny, Jr. ................................... 16,500(7) *
Charles E.F. Millard....................................... 30,600(7) *
Paul Woodberry............................................. 212,088(8) 6.0%(8)
Stuart B. Aronoff.......................................... 194,495(9) 5.5%(9)
All directors and executive officers as a group (7
persons)(2)(6)(7)(8)(9)(10).............................. 2,438,521 58.1%
</TABLE>
- ---------------
* Less than 1%
(1) Named persons have sole voting and investment power, except as otherwise
indicated.
(2) Includes 406,000 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
five others as to which shares Mr. Burns has rights of first refusal with
respect to future sales. An aggregate of at least 425,223 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 186,504 shares as to which Mr. Schaub has sole voting and
dispositive power and 13,500 shares as to which he has shared dispositive
power, and includes 14,500 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) 9,000 shares subject to
presently exercisable options.
(7) Includes 14,500 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)
104,000 shares subject to presently exercisable options.
(9) Consists of (i) 83,795 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) 110,000 shares subject to presently exercisable options.
(10) Includes 88,500 shares subject to presently exercisable options, in
addition to those described in the foregoing footnotes, held by an
executive officer.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the total compensation that the Company paid
or accrued to its executive officers, Brian P. Burns, Stuart B. Aronoff, and S.
Douglas Post during fiscal years 1997, 1998 and 1999. No other executive officer
of the Company received salary and bonus in excess of $100,000 for services
rendered in all capacities to the Company during 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------- ---------------------------------
AWARDS PAYOUTS
----------------------- -------
OTHER SECURITIES ALL
ANNUAL RESTRICTED UNDERLYING OTHER
COMPEN- STOCK OPTIONS/ LTIP COMPEN-
SALARY BONUS SATION AWARDS SARS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($) ($) (#) ($) ($)(2)
- --------------------------- ---- -------- ------- ------- ---------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Brian P. Burns............ 1999 $275,000 $95,000 -- -- 24,000 -- $16,000
Chairman of the Board, 1998 275,000 -- -- -- 40,000 -- 16,000
President and Chief 1997 269,167 -- -- -- 40,000 -- 16,000
Executive Officer
Stuart B. Aronoff......... 1999 100,000 35,000 -- -- 6,500 -- 10,000
Senior Vice President -- 1998 100,000 -- -- -- 10,000 -- 10,000
Operations 1997 100,000 -- -- -- 10,000 -- 10,000
S. Douglas Post........... 1999 95,000 35,000 -- -- 6,500 -- 9,500
Vice President and 1998 89,000 -- -- -- 10,000 -- 8,900
Treasurer 1997 84,000 -- -- -- 10,000 -- 8,400
</TABLE>
- ---------------
(1) Amounts accrued in 1999 and paid in 2000.
(2) Amounts accrued in 1999, 1998 and 1997 and paid in 1999, 1998 and 1998,
respectively, on behalf of Messrs. Burns, Aronoff, and Post as fully vested
contributions to the Company's Profit Sharing Plan, a defined contribution
plan.
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OPTION GRANTS DURING 1999; VALUE OF OPTIONS AT YEAR-END
The following table sets forth certain information covering the grant of
options to the Company's executive officers, during the fiscal year ended
December 31, 1999, and unexercised options held by each of these officers as of
that date. None of these executive officers exercised any options during fiscal
year 1999.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
NUMBER OF SECURITIES -----------------------
UNDERLYING OPTIONS/ % OF TOTAL OPTIONS/SARS EXERCISE OR
SARS GRANTED TO EMPLOYEES IN BASE PRICE
NAME GRANTED(#)(1) FISCAL YEAR ($/SH) EXPIRATION DATE
---- -------------------- ----------------------- ----------- ---------------
<S> <C> <C> <C> <C>
Brian P. Burns........ 24,000 48.5% $7.25 September 29, 2009
Stuart B. Aronoff..... 6,500 13.1% 7.25 September 29, 2009
S. Douglas Post....... 6,500 13.1% 7.25 September 29, 2009
</TABLE>
- ---------------
(1) Non-qualified stock option to purchase Common Stock issued pursuant to the
Company's 1997 Long-Term Incentive Plan, on September 29, 1999, granted at
100% of fair market value on that date, and exercisable in whole or in part
at any time prior to the expiration date of the option or its earlier
termination in accordance with that plan. The exercise price, and any
related income tax withholding obligations, may be satisfied by delivery of
cash, secured recourse promissory note, Common Stock owned by Messrs. Burns,
Aronoff and Post, as the case may be, for at least six months, or any
combination thereof.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
-------------------------------- ------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ -------------- ----------- -------------
<S> <C> <C> <C> <C>
Brian P. Burns................. 406,000 0 $944,000 n/a
Stuart B. Aronoff.............. 110,000 0 263,687 n/a
S. Douglas Post................ 88,500 0 179,750 n/a
</TABLE>
EMPLOYMENT AGREEMENT, 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,
2004, pursuant to which Mr. Burns is to receive an annual salary of $295,000,
effective January 1, 2000. 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, or 1998. The amount of any bonus
is determined by the Board of Directors in its discretion based on Mr. Burns'
performance during the applicable year. In the event Mr. Burns' employment is
terminated involuntarily other than for cause, or voluntarily in his and
absolute sole discretion within 180 days following a change in control (as
defined in the employment agreement) of the Company, Mr. Burns will be paid the
sum of (1) all accrued base salary, bonus compensation, vested deferred
compensation (other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under any plans of
the Company in which Mr. Burns is a participant to the full extent of his rights
under such plans, accrued vacation pay, and any appropriate business expenses
incurred by him, all to the date of termination, and (2)(i) a lump sum amount
equal to Mr. Burns'
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base salary (at the rate payable at the date of termination) through the
remaining term of the employment agreement, plus (ii) an amount equal to his
base salary (at the rate payable at the date of termination) in lieu of a bonus;
provided, however, in no event shall such aggregate under clause (2) above be
less than two times his base salary. In the event of disability, Mr. Burns will
also be entitled to receive the difference between 75% of the base salary
remaining on his employment contract, minus amounts received from long-term
disability insurance provided by the Company and, in the event of death, the
Company will continue to pay Mr. Burn's estate or assignee, as applicable, 100%
of the base salary remaining on his employment agreement. Mr. Burns will also be
eligible to receive certain other benefits.
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 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 5, 1999 (the
date of the 1999 Annual Meeting of Stockholders), with an exercise price of
$7.625 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 1998, 1999, and 2000.
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<PAGE> 10
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, 2000. A representative of that firm will be present at
the Meeting with the opportunity to make a statement if he desires to do so and
such representative 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, 1999, AS FILED WITH THE
SECURITIES AND EXCHANGE 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 2001 Annual Meeting of
Stockholders, a stockholder proposal must be received at the offices of the
Company not later than December 3, 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 7, 2000
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.
8
