FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Commission File Number 0-9811
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
BFC FINANCIAL CORPORATION
(Exact name of Registrant as specified in charter)
Amendment No. 1 to Annual Report
on FORM 10-K
for the year ended December 31, 1995
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, 1995, 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.
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 51 1978 1998
Earl Pertnoy 69 1978 1996
Carl E.B. McKenry, Jr. 66 1981 1997
John E. Abdo 52 1988 1996
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 51 President, Chairman of the Board, Director
Glen R. Gilbert 51 Senior Vice President, Chief Financial
Officer and 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 the BFC Financial Corporation's
principal subsidiary, BankAtlantic Bancorp, Inc. ("BBC") Positions indicated are
those held at BBC.
Name Age Position
---- --- --------
Alan B. Levan 51 Director, Chairman of the Board and Chief
Executive Officer
John E. Abdo 52 Director, Vice Chairman of the Board
John P. O'Neill 46 Director, President
Frank V. Grieco 51 Director, Senior Executive Vice President
Jasper Eanes 50 Executive Vice President, Chief Financial
Officer
(d) Family Relationships.
None.
(e) Business Experience.
ALAN B. LEVAN formed the I.R.E. Group in 1972. Since 1978, he has been the
Chairman of the Board, President, and Chief Executive Officer of BFC Financial
Corporation ("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 Chairman of the Board and Chief Executive Officer of BBC and
BankAtlantic, A Federal Savings Bank ("BankAtlantic"). He is an individual
general partner and an officer and a director of the corporate general partners
of various public limited partnerships all of which are 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
Financial Corporation since 1981 and is also a director of the corporate general
partners of various affiliated public limited partnerships.
EARL PERTNOY has been for more than the past five years a real estate investor
and developer. He has been a director of BFC Financial Corporation and its
predecessor companies since 1978 and is also a director of the corporate general
partners of various affiliated public limited partnerships.
JOHN E. ABDO has been principally employed as President and Chief Executive
Officer of Wellington Construction & Realty, Inc., a real estate development,
construction and brokerage firm, for more than five years. He is Vice Chairman
of BBC. He has been a director of BankAtlantic since 1984 and President of
BankAtlantic Development Corporation, a wholly-owned subsidiary of BankAtlantic,
since 1985. He has been Chairman of the Executive Committee of BankAtlantic
since October 1985 and Vice Chairman of the Board of BankAtlantic since April
1987. He is also a director of Benihana National Corporation and a director and
Chairman of the Board of Coconut Code, Inc.
GLEN R. GILBERT has been Senior Vice President of BFC Financial Corporation
since January 1984. 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 partners of various affiliated public limited partnerships.
The principal occupation and certain other information with respect to certain
significant employees of BFC, not included above, is set forth below. All named
persons are executive officers of BFC's principal subsidiary, BBC. The positions
indicated are those held at BBC.
JASPER R. EANES is Executive Vice President and Chief Financial Officer of BBC
and BankAtlantic He joined BankAtlantic in January 1989 as Senior Vice
President, Director of Internal Auditing and became Executive Vice President,
Chief Financial Officer in August 1989. Prior to joining BankAtlantic, he served
as Senior Vice President, Chief Financial Officer of Newport News Savings Bank,
Newport News, Virginia.
FRANK V. GRIECO is Senior Executive Vice President and a Director of BBC and
BankAtlantic He joined BankAtlantic in April 1991 as a Director and Senior
Executive Vice President. Prior to joining BankAtlantic, from May 1987 to April
1991, he was the sole proprietor of a financial consulting firm
JOHN P. O'NEILL is President and a Director of BBC and BankAtlantic. He joined
BankAtlantic in March 1986 as Vice President and Manager of Branch Sales and
Administration. He became Senior Vice President, Community Banking in December
1986 and Executive Vice President, Retail Banking in June 1988. He was elected
President in July 1991 and became a Director in August 1991, filling a vacancy
on the Board.
(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, 1995, 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.
Long-Term Compensation
----------------------
Annual Compensation 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(b)
-------- ---- ------ ----- ------ --- --- ------- ---------
Alan B. Levan(a) 1995 $315,000 180,500 - - 100,000 1,634 92,709
Chairman of the Board, 1994 300,577 5,769 9,647 - 100,000 436 158,601
President and Chief 1993 301,154 11,538 15,397 - - 431 29,997
Executive Officer
Glen R. Gilbert 1995 199,827 16,066 - - 10,000 1,634 -
Senior Vice President, 1994 190,676 3,660 - - 15,000 436 -
Chief Financial Officer 1993 191,164 7,320 - - - 431 -
and Secretary
~~~~~~~~~~~
(1) Excludes salary, bonuses and other compensation, respectively, paid by
BankAtlantic in the amount of $313,080, $0 and $900 for 1995, $294,965,
$151,050 and $2,212 for 1994 and $263,853, $101,517 and $946 for 1993.
(2) Represents reimbursements or payments for life and disability insurance.
The foregoing table includes only executive officers of BFC and does not include
executive officers of BBC or BankAtlantic. Other than Alan B. Levan, executive
officers of BBC and BankAtlantic do not have significant executive
responsibilities with respect to key policy decisions of BFC.
(c) Options/SAR Grants Table.
There following table sets forth information concerning individual grants of
stock options pursuant to BFC's Stock Option Plan during the year ended December
31, 1995 to each of the named executive officers.. BFC has not granted and does
not currently grant stock appreciation rights.
Potential
Realizable
Individual Grants Value at Assumed
---------------------------------------- Annual Rates of
Number of % of Total Stock Price
Securities Options Exer- Appreciation for
Underlying Granted to cise Expir- Option Term (2)
Options Employees in Price ation ------------------
Name Granted(1) Fiscal Year ($/Share) Date 5% ($) 10% ($)
---- ---------- ----------- --------- ---- ------ -------
Alan B. Levan 100,000 48% 4.67 2/07/05 294,006 745,073
Glen R. Gilbert 10,000 5% 4.25 2/07/05 26,727 67,733
- ----------
(1) Options vest 1/3 on February 7, 1995, 1/3 on February 7, 1996 and 1/3 on
February 7, 1997.
(2) Amounts for the named executive have been calculated by multiplying the
year end stock 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 BFC's stock prices.
(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 Common Stock underlying
unexercised options at December 31, 1995. There were no shares acquired upon
exercise of options during 1995. BFC has not granted and does not currently
grant stock appreciation rights.
Number of Securities Value of Unexercised
Number of Value Underlying Unexercised In-The-Money Options
Shares Realized Options at 12/31/95 On 12/31/95 (1)
Acquired or Upon -------------------- ---------------
Name Exercised Exercise Exercisable Unexercisable Exercisable Unexercisable
---- --------- -------- ----------- -------------- ----------- -------------
Alan B. Levan - - 99,999 100,001 320,412 329,586
Glen R. Gilbert - - 13,333 11,667 48,332 43,229
- ----------
(1) Based upon the average of the last bid and the last ask as reported by the
National Quotation Bureau for the last trading day of 1995 which was
$8.0625.
(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 $ 1,634 1995 $72,455
Glen R. Gilbert $ 1,634 1995 $56,001
(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 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 as such.
(h) Employment Contracts and Termination of Employment and Change of Control
Arrangements
Not applicable.
(j) Compensation Committee Interlocks and Insider Participation
Not applicable.
ITEM 12. Security Ownership of Certain Beneficial Owners & Management
(a) Security Ownership of Certain Beneficial Owners
The following table and the notes thereto set forth certain information as to
those persons known to BFC to be the beneficial owners of more than five percent
(5%) of BFC's outstanding Common Stock as of April 26, 1996. Unless otherwise
indicated, the beneficial owners listed below have sole voting and investment
power over the shares listed beside their names.
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Beneficial Owner of Class
-------- ------------------- ------------------- --------
(1) (1)
Common I.R.E. Realty Advisors, Inc. 242,221 9.1%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common I.R.E. Properties, Inc. 136,666 5.1%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common I.R.E. Realty Advisory Group, Inc. 500,000 18.7%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common Alan B. Levan (1)(3)(5) 223,731 8.4%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common Florida Partners Corporation 133,314 5.0%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common John E. Abdo (1) 520,166 19.5%
1350 N.E. 56 Street Direct
Fort Lauderdale, Florida 33334
Common Dr. Herbert A. Wertheim (4) 401,248 15.0%
191 Leucadendra Drive Direct
Coral Gables, Florida 33156
- ----------
(1) Amount and nature of beneficial ownership and percent of class include
exercisable options to purchase common stock as follows:
Number of
Name Shares
---- ------
Alan B. Levan 166,666
John E. Abdo 166,666
Glen R. Gilbert 21,666
Earl Pertnoy 5,000
Carl E.B. McKenry 5,000
-------
Total 364,998
=======
(2) BFC owns 50% of I.R.E. Realty Advisory Group, Inc.
(3) Alan B. Levan 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 and therefore may be deemed to be the beneficial owner
of the shares of Common Stock owned by such entities in addition to his
personal holdings of Common Stock, for an aggregate beneficial ownership of
1,235,932 shares of Common Stock (46.3%).
(4) Dr. Wertheim reported that he owns 401,248 shares of BFC's Common Stock on
a Schedule 13D dated April 9, 1996. The Schedule 13D indicates that the
shares were acquired for private investment.
(5) 1,200 of such shares are held of record by Mr. Levan's wife.
BFC knows of no other persons who beneficially own 5% or more of its outstanding
Common Stock.
(b) Security Ownership of Management
Set forth in the following table and notes thereto is certain information with
respect to the beneficial ownership of shares of Common Stock as of April 28,
1995 by each of the directors of BFC and all directors and officers of the
Company as a group. Unless otherwise indicated, the persons listed below have
sole voting and investment power over the shares listed beside their names.
Title Name of Beneficial Amount and Nature of Percent
of Class Owner or Number in Group Beneficial Ownership of Class
-------- ------------------------ -------------------- --------
(1) (1)
Common Alan B. Levan (1)(3) 223,731 Direct 8.4%
1,012,201 Indirect 37.9%
Common Earl Pertnoy 11,900 Direct .4%
Common Carl E. B. McKenry, (2) 5,667 Direct .2%
Common John E. Abdo 520,166Direct 19.5%
Common Glen R. Gilbert 22,644 Direct .8%
Common All officers and directors
as a group (5 persons) 1,796,309 67.3%
~~~~~~~~~~~~~~~~~~~~~
(1) See Footnote 1, 2 and 3 to the table under the heading "Security
Ownership of Certain Beneficial Owners & Management".
(2) 667 of such shares are held of record in an IRA account.
(3) 1,200 of such shares are held of record by Mr. Levan's wife.
(c) Changes in Control
None.
ITEM 13. Certain Relationships and Related Transactions
(a) Transactions with Management and Others
During the year ended December 31, 1995, BFC provided the following services for
and received reimbursements from the entities indicated, for the amounts
indicated:
Amount of Fee
or (Payment)
Name and Relationship to BFC Transaction or (Accrual)
---------------------------- ----------- ------------
I.R.E. Pension Investors, Ltd. Property management $ 81,934
(Managing General Partner is Administrative and
subsidiary of BFC) accounting services $ 41,424
(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. and I.R.E. Advisors, Inc.
and may be deemed controlling shareholder of BFC. Mr. Levan, Earl Pertnoy and
Carl McKenry serve on the Board of Directors of managing general partners of
affiliated public limited partnerships. John E. Abdo, a director of BFC, is Vice
Chairman of the Board of BankAtlantic.
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 a priority return in favor of the Company.
The Company bears the risk of loss, if any, under the arrangement. On such
basis, the Company has acquired interests in three properties. In June 1994, an
entity controlled by the Company acquired from an independent third party 23.7
acres of unimproved land known as the "Cypress Creek" property located in Fort
Lauderdale, Florida. In March 1996, the Cypress Creek property was sold to an
unaffiliated third party for approximately $9.7 million. In December 1994, an
entity controlled by the Company acquired from an unaffiliated seller 60.1 acres
of unimproved land known as the "Centerport" property in Pompano Beach, Florida.
A previously disclosed agreement to sell the Centerport property was terminated
during the third quarter of 1995 in accordance with its terms and the property
now serves as partial collateral for an $8.08 million loan to the Company from
an unaffiliated lender. Lastly, in May 1995, an entity controlled by the Company
contracted to acquire the Regency Golf and Beach Club at Palm-Aire in Pompano
Beach, Florida (the "Regency"). The Regency is an existing rental apartment
complex having 288 apartment suites. The acquisition is expected to close during
September 1996 and it is currently anticipated that the Company will seek other
partners in connection with the acquisition of the property.
(c) Indebtedness of Management
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the BFC has
duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.
BFC Financial Corporation
By: /S/
---------------------
Glen R. Gilbert
Senior Vice President
April 29, 1996