-SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 toss.240.14a-11(c) orss.240.14a-12
BFC Financial CorporationFINANCIAL CORPORATION
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction applies
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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 paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
BFC FINANCIAL CORPORATION
P.O. Box 5403
Fort Lauderdale, FL 33310-5403
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 23, 2001
Fort Lauderdale, Florida
April 23, 2001
To the Stockholders of BFC Financial Corporation:
The Annual Meeting of Stockholders of BFC Financial Corporation (the "Company")
will be held at the Westin Hotel Fort Lauderdale, 400 Corporate Drive (I-95 and
Cypress Creek Road), Fort Lauderdale, FL 33334, on Wednesday, May 23, 2001, at
11:00 a.m. local time for the following purposes:
1. To elect one member to the Board of Directors for a term of three years;
2. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof, including any matters
relating or incident to the foregoing.
The foregoing matters are described in more detail in the Proxy Statement, which
forms a part of this Notice.
Only stockholders of record of Class B Common Stock at the close of business on
April 16, 2001 are entitled to notice of and to vote at the Annual Meeting.
Class A Common Stockholders will not be entitled to vote at this meeting,
Enclosed for your review and consideration is a proxy statement in connection
with the solicitation of proxies on behalf of the Board of Directors of the
Company for use at the Annual Meeting of Stockholders. You are urged to read the
proxy statement carefully. YOUR VOTE IS IMPORTANT.
Whether or not you expect to attend the meeting in person, please mark, sign and
return the accompanying proxy card in the enclosed envelope. If you later desire
to revoke your proxy, you may do so at any time prior to its exercise by giving
written notice to the Secretary of the Company, by execution of a subsequent
dated proxy or by personally attending and voting at the Annual Meeting. Any
proxy that is not revoked will be voted at the meeting as directed in the proxy,
or, where no direction is given, the proxy will be voted in accordance with the
recommendations of the Board of Directors.
Sincerely,
/S/ Glen R. Gilbert
-------------------
Glen R. Gilbert
Secretary
BFC FINANCIAL CORPORATION
P.O. BOX 5403
FORT LAUDERDALE, FL 33310-5403
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
to be used at the 20002001 Annual Meeting of Stockholders (the "Annual Meeting") of
BFC Financial Corporation (the "Company") to be held on Friday, November 17,
2000Wednesday, May 23, 2001
commencing at 11:00 AM, local time, at the Westin Hotel Fort Lauderdale, 400
Corporate Drive (I-95 and Cypress Creek Road), Fort Lauderdale, FL 33334, and
any adjournment thereof for the purposes set forth in the accompanying Notice of
Meeting.
This solicitation of proxies is made on behalf of the Board of Directors of BFC
Financial Corporation.
Each proxy solicited hereby, if properly executed and received by BFC Financial
Corporation prior to the Annual Meeting and not revoked prior to its use, will
be voted in accordance with the instructions contained therein. Executed proxies
with no instructions contained therein will be voted for the election of the
nominee as director described below. Although the Board of Directors is unaware
of any matters to be presented at the Annual Meeting other than matters
disclosed herein, if any other matters are properly brought before the Annual
Meeting, the persons named in the enclosed form of proxy willwould vote as proxies
in accordance with their own best judgment on those matters.
Only holders of the Company'sour Class B Common Stock will be entitled to vote at the Annual
Meeting.
Any stockholder signing and returning a proxy on the enclosed form has the power
to revoke it at any time before it is exercised by notifying the Secretary of
the Company in writing at the address set forth above, by submitting a duly
executed proxy bearing a later date or by attending the Annual Meeting and
voting in person.
Record Date; Stockholders Entitled to VoteRECORD DATE; STOCKHOLDERS ENTITLED TO VOTE
Only stockholders of record of BFC Financial Corporationour Class B Common Stock
$0.01 par value per share ("Class B Common
Stock"), at the close of business on October 9, 2000April 16, 2001 are entitled to vote at the
Annual Meeting. On that day, there
were issued and outstanding 2,354,907 shares of Class B Common Stock and
6,454,494 shares of Class A Common Stock.Stock were issued and outstanding. The Class
B Common Stock constitutes the only class of our capital stock of the Company entitled to vote
at the Annual Meeting. Holders of the Company's Class A Common Stock are not
entitled to vote on any of the matters to be submitted for a vote at the Annual
Meeting. Each Class B Common Stockholder is entitled to one vote for each share
of Class B Common Stock share held. See "Quorum and Required Vote" and "Security
Ownership Of Certain Beneficial Owners And Management".
Quorum and Required VoteQUORUM AND REQUIRED VOTE
A majority of the outstanding shares of Class B Common Stock, represented in
person or by proxy, constitutes a quorum for the transaction of business at the
Annual Meeting. In the event that there are not sufficient shares represented
for a quorum, the Annual Meeting may be adjourned from time to time until a
quorum is obtained.
Vote Required for ApprovalVOTE REQUIRED FOR APPROVAL
The election of a director will require the affirmative vote of a plurality of
the shares of Class B Common Stock voting in person or by proxy at the Annual
Meeting; accordingly, votes that are withheld and broker non-votes will not
affect the outcome of the election.
Security Ownership Of Certain Beneficial Owners And ManagementSECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Listed in the table below are the beneficial owners known by the Company to hold
as of September 30, 2000March 31, 2001 more than 5% of the Company'sour outstanding Common Stock. In addition,
this table includes the outstanding securities beneficially owned by the
executive officers and directors and the number of shares owned by directors and
executive officers as a group.
Class A Class B
Common Stock Common Stock
Ownership as Ownership as Percent of Percent of
of SeptemberMarch of SeptemberMarch Class A Class B
Name of Beneficial Owner 30, 2000 30, 200031, 2001 31, 2001 Common Stock Common Stock
- ------------------------ -------- -------- ------------ ------------
I.R.E. Realty Advisory Group, Inc. (2)(3)(5) 1,375,000 500,000 21.30% 9.52%
I.R.E. Properties, Inc. (3)(5) 375,832 136,666 5.82% 2.60%
I.R.E. Realty Advisors, Inc. (3)(5) 666,108 242,221 10.32% 4.61%
Florida Partners, Corporation (3)(5) 366,614 133,314 5.68% 2.54%
Levan Enterprises, Ltd. (2)(3)(5) 153,629 55,865 2.38% 1.06%
Alan B. Levan (1)(3)(5) 2,940,483 2,339,673 45.56% 44.55%
John E. Abdo (1)(3)(5) 1,019,563 1,720,750 15.80% 32.76%
Dr. Herbert A. Wertheim (4) 1,145,232 416,448 17.74% 7.93%
Glen R. Gilbert (1)(5) 2,690 143,478 0.04% 2.73%
Earl Pertnoy (1)(5) 18,975 78,150 0.29% 1.49%
Carl E.B. McKenry, JrJr. (1)(5) 688 63,000 0.01% 1.20%
All directors and executive officers
of the Company as a group
(5 persons, including the
Individuals identified above) (1)(3) 3,982,399 4,345,051 61.70% 82.73%
~~~~~~~~~~~~~~~~~~~~~~
(1) Amount and nature of beneficial ownership and percent of class include
shares that may be acquired within 60 days pursuant to exercise of stock
options to purchase Class B Common Stock as follows: Number of
Name Shares
---- ------
Alan B. Levan
1,270,407 shares, John E. Abdo 1,350,000 shares, Glen R. Gilbert 142,500
shares, Earl Pertnoy 71,250 shares, and Carl E.B. McKenry 62,750 ---------
Total 2,896,907
=========shares.
(2) BFC owns 45.5% of I.R.E. Realty Advisory Group, Inc.
(3) BFC may be deemed to be controlled by Alan B. Levan and John E. Abdo who
collectively may be deemed to have an aggregate beneficial ownership of
61.4%68.5% of the outstanding common stock of BFC. Levan Enterprises, Ltd. is a
controlling and majority shareholder of I.R.E. Realty Advisors, Inc., and
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.
Levan Enterprises, Ltd. is a "family" limited partnership whose sole
general partner is Levan General Corp., a corporation 100% owned by Alan B.
Levan. Therefore, Mr. Levan may be deemed to be the beneficial owner of the
shares of Common Stock owned by such entities. Additionally, Mr. Levan may
be deemed to be the beneficial owner of 3,300 shares of Class A Common
Stock and 1,200 shares of Class B Common Stock held of record by Mr.
Levan's wife and 1,270,407 shares of Class B Common Stock which can be
acquired within 60 days pursuant to stock options in addition to his
personal holdings of Common Stock, for an aggregate beneficial ownership of
2,940,483 shares of Class A Common Stock (45.56%) and 2,339,673 shares of
Class B Common Stock (44.55%).
(4) Dr. Wertheim's ownership was reported in a Rebuttal of Control Agreement
filed on December 20, 1996 with the Office of Thrift Supervision (as
adjusted for stock splits since the date of filing). The Rebuttal of
Control Agreement indicates that Dr. Wertheim has no intention to manage or
control, directly or indirectly, BFC Financial Corporation. Dr. Wertheim's
mailing address is 191 Leucadendra Drive, Coral Gables, Florida 33156.
(5) Mailing address is 1750 East Sunrise Boulevard, Fort Lauderdale, Florida
33304.
BFC knows of no other persons who beneficially own 5% or more of its outstanding
Common Stock.
ELECTION OF DIRECTORS
The bylaws of BFC Financial Corporation provide that the Board of Directors
shall consist of not less than three nor more than twelve members divided into
three classes. The Board currently consists of four members. The term of one
director expires at the Annual Meeting and it is therefore necessary to elect a
director to fill such position to serve for a three year term, or until his
respective successor has been elected and qualified. The Board of Directors has
nominated Carl E.Alan B. McKenry, Jr.Levan to serve as a director in the class whose term expires
at the 20032004 Annual Meeting of Shareholders. The nominee is currently a member of
the Company's Board of Directors.
There are no arrangements or understandings between the Company and any person
pursuant to which such person has been or will be elected a director and there
are no familial relationships between any director or officerdirectors and officers of the Company.
Unless otherwise directed, each proxy executed and returned by a stockholder
will be voted for the election of the nominees shown below.
Board Of DirectorsBOARD OF DIRECTORS
The following information is provided for each of the Company's current
directors.
Director Term
Name Age Director Since Term Expires
---- --- ----- -------
Carl E. B. McKenry, Jr 71 1981 2000-------------- ------------
John E. Abdo 57 1988 2002
Alan B. Levan * 56 1978 2001
Carl E. B. McKenry, Jr. 71 1981 2003
Earl Pertnoy 74 1978 2002
Alan B. Levan 56 1978 2001* Nominee to serve three-year term expiring at the 2004 Annual Meeting.
All Directors are to serve until the election and qualification of their
respective successors.
The principal occupation and certain other information with respect to each
director, including the nominee are set forth below.
Nominee To Serve Three-Year Term Expiring At The 2003 Annual Meeting
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 since
1981 and is also a director of the corporate general partner of a public limited
partnership that is affiliated with BFC.
Directors Serving Three-Year Term Expiring At The 2002 Annual Meeting
JOHN E. ABDO has been principally employed as President and Chief Executive
Officer of the Abdo Companies, Inc., a real estate development, construction and
real estate brokerage firm, for more than five years. He has been a director of
the Company since 1988 and Vice Chairman of the Board of the Company since 1993.
He has been a director and Vice Chairman of the Board of BankAtlantic Bancorp,
Inc. since 1994, a director of BankAtlantic since 1984, Vice Chairman of the
Board of BankAtlantic A Federal Savings Bank ("BankAtlantic") since April 1987, Chairman of the Executive Committee of
BankAtlantic since October 1985 and President of Levitt Corporation (f/k/a
BankAtlantic Development Corporation) ("Levitt"), a wholly owned subsidiary of
BankAtlantic, since 1985. He is also a director of Benihana, Inc., a national
restaurant chain.
EARL PERTNOY has been for more than the past five years a real estate investor
and developer. He has been a director of BFC and its predecessor companies since
1978 and is also a director of the corporate general partner of a public limited
partnership that is affiliated with BFC.
Director Serving Three-Year Term Expiring At The 2001 Annual Meeting
ALAN B. LEVAN formed the I.R.E. Group (predecessor to BFC) in 1972. Since 1978,
he has been the Chairman of the Board, President, and Chief Executive Officer of
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
President, Chairman of the Board and Chief Executive Officer of BankAtlantic
Bancorp, Inc., the holding company for BankAtlantic since 1994, President and
Chairman of the Board of BankAtlantic since 1987. He is an individual general
partner and an officer and a director of the corporate general partner of a
public limited partnership that is affiliated with BFC.
Meetings And Committees Of The Board Of DirectorsCARL 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 since
1981 and is also a director of the corporate general partner of a public limited
partnership that is affiliated with BFC.
EARL PERTNOY has been for more than the past five years a real estate investor
and developer. He has been a director of BFC and its predecessor companies since
1978 and is also a director of the corporate general partner of a public limited
partnership that is affiliated with BFC.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1999,2000, the Board of Directors held eighteleven meetings. No director attended
fewer than seventy-five percent (75%) of the total number of meetings of the
Board of Directors or the committees on which such Board member served during
this period.
The members of the Audit Committee are Dr. Carl E. B. McKenry, Jr. and Earl
Pertnoy. The Audit Committee meets quarterly to consider the findings of BFC
Financial Corporation's independent auditors and to evaluate policies and
procedures relating to internal controls. The Audit Committee held four meetings
during the year ended December 31, 1999.2000.
The members of the Compensation Committee are Dr. Carl E. B. McKenry, Jr. and
Earl Pertnoy. The Compensation Committee held one meeting during 1999.2000. The
primary purpose of the Compensation Committee is to establish and implement
compensation policy and programs for BFC Financial Corporation executives. The
Compensation Committee also recommends the compensation arrangements for
executive officers and directors. It also serves as the Stock Option Committee
for the purpose of determining incentive stock options to be granted under the
BFC Financial Corporation Stock Option Plan.
The Board of Directors has no standing nominating committee.
Compensation Of DirectorsCOMPENSATION OF DIRECTORS
Members of the Board of Directors of the Company who are not employees of the
Company receive $1,750 per month for serving on the Company'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.
Identification And Background Of Executive Officers And Certain Significant
EmployeesIDENTIFICATION AND BACKGROUND OF EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT
EMPLOYEES
The Executive Officers of the Company are as follows:
Name Age Position
---- --- --------
Alan B. Levan 56 President, Chairman of the Board, Chief
Executive Officer and Director
John E. Abdo 57 Vice Chairman of the Board and Director
Glen R. Gilbert 5556 Executive Vice President, Chief Financial and
Accounting Officer and Secretary
The following persons are executive officers of BFC Financial Corporation's
principal subsidiary, BankAtlantic Bancorp, Inc. Positions indicated are those
held at BankAtlantic Bancorp, Inc.
Name Age Position at BankAtlantic Bancorp, Inc.
---- --- ---------------------------------------
Alan B. Levan 56 Director, Chairman of the Board and Chief
Executive Officer
John E. Abdo 57 Director, Vice Chairman of the Board
Frank V. Grieco 56 Senior Executive Vice President
James A. White 57 Executive Vice President and Chief Financial
Officer
All such officers will serve until they resign or are replaced by their
respective Board of Directors.
Background Of Executive OfficersBACKGROUND OF EXECUTIVE OFFICERS
ALAN B. LEVAN - See "Election Of Directors".
JOHN E. ABDO - See "Election Of Directors".
GLEN R. GILBERT has been Executive Vice President of BFC Financial Corporation
since July 1997. Prior to that date he served in the position of Senior Vice
President of the Company. In May 1987, he was appointed Chief Financial and
Accounting 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 partner of a public limited partnership
that is affiliated with the Company. He has been Vice President and a director
of Levitt, since 1997.
The principal occupation and certain other information with respect to the
executive officers of BankAtlantic Bancorp, Inc. is set forth below.
ALAN B. LEVAN - See "Election Of Directors".
JOHN E. ABDO - See "Election Of Directors".
FRANK V. GRIECO is Senior Executive Vice President of BankAtlantic Bancorp, Inc.
and BankAtlantic. He joined BankAtlantic in April 1991 as Senior Executive Vice
President and became Senior Executive Vice President of BankAtlantic Bancorp,
Inc. at its inception in July 1994. He was a director of BankAtlantic from 1991
through 1998 and a director of BankAtlantic Bancorp, Inc. from 1994 through
1998.
JAMES A. WHITE is Executive Vice President and Chief Financial Officer of
BankAtlantic Bancorp, Inc. and BankAtlantic. He joined BankAtlantic Bancorp,
Inc. and BankAtlantic in January 2000. Prior to joining BankAtlantic Bancorp,
Inc. and BankAtlantic, Mr. White was Chief Financial Officer of BOK Financial
Corporation.
Executive CompensationEXECUTIVE COMPENSATION
The following table and the notes thereto set forth information with respect to
the annual compensation paid by the Company and its subsidiaries, excluding
BankAtlantic Bancorp, Inc. and its subsidiaries, for services rendered in all
capacities during the year ended December 31, 19982000 to each of the executive
officers of the Company as well as total annual compensation paid to each of
those individuals for the prior two years.
Annual Compensation (1) Long-Term Compensation
Other----------------------- ----------------------
Awards Payouts
Other ------ ------- All
Name and Annual Restricted Stock Other
Principal Compen- Stock Option LTIP Compen-
Position Year Salary Bonus sation Award(s) Award(s) Payouts sation (2)
- ------------------------------------------------------------------------------------------------------------------------------(4)
-------- ---- ------ ----- ------ -------- -------- ------- ----------
($) ($) ($) ($) (#) ($) ($)
Alan B. Levan 1999 $ 497,406 - - - 75,000 4,898 93,000(1) 2000 $517,798 92,247 -- -- -- 5,315 97,185
Chairman of the Board, 1999 497,406 -- -- -- 75,000 4,898 93,000
President and Chief 1998 515,753 - - --- -- -- 225,000 2,926 74,653
President and Chief 1997 509,910 - - - 375,000 1,628 80,495
Executive Officer
John E. Abdo 1999 - - - - 75,000 - (3)(2) 2000 181,730 112,500 -- -- -- 5,315 --
Vice Chairman of the 1999 -- -- -- -- 75,000 -- -- (5)
Board 1998 - - - --- -- -- -- 225,000 - (3)
Board 1997 - - - - 375,000 - --- -- (5)
Glen R. Gilbert (3) 2000 136,881 17,250 -- -- -- 5,315 --
Executive Vice President, 1999 210,625 62,945 - --- -- 10,000 4,898 -
Executive Vice President,--
Chief Financial Officer 1998 210,625 12,105 - --- -- 30,000 2,926 -
Chief Financial Officer 1997 210,625 8,070 - - 93,750 1,628 ---
and Secretary
~~~~~~~~~~~
(1) Excludes salary, bonuses and other compensation, respectively, paid by
BankAtlantic to Mr. Levan in the amounts of $387,890, $312,624 and $137,635
for 2000, $372,705, $20,000 and $0 for 1999, and $370,639, $0 and $151,847
for 1998 and $350,574, $0 and $156,432 for
1997. Excludes salary, bonuses and other compensation, respectively, paid
by BankAtlantic to Mr. Abdo in the amounts of $189,192, $10,000 and $9,600
for 1999, $190,997, $0 and $2,100 for 1998 and $175,000, $0 and $ 14,700
for 1997.1998. BankAtlantic Bancorp, Inc. paid no additional amounts to Mr.
Levan or Mr. Abdo. BothLevan. Mr. Levan and Mr. Abdo werewas granted options to acquire BankAtlantic Bancorp, Inc.
stock in each of the periods.
See also
"Certain Relationships(2) Excludes salary, bonuses and Related Transactions." regarding payments madeother compensation, respectively, paid by
BankAtlantic and subsidiaries to Mr. Abdo in the Abdo Companies,amounts of $287,901,
$190,000 and $6,840 for 2000, $189,192, $10,000 and $9,600 for 1999, and
$190,997, $0 and $2,100 for 1998. BankAtlantic Bancorp, Inc., a company controlled by paid no
additional amounts to Mr. Abdo. (2)Mr. Abdo was granted options to acquire
BankAtlantic Bancorp, Inc. stock in each of the periods.
(3) Excludes salary and bonus, respectively, paid by Levitt Corporation, a
subsidiary of BankAtlantic, to Mr. Gilbert in the amounts of $93,130 and
$17,250 in 2000. BankAtlantic Bancorp, Inc. paid no additional amounts to
Mr. Gilbert. Mr. Gilbert was granted options to acquire BankAtlantic
Bancorp, Inc. stock in 2000.
(4) Represents reimbursements or payments for life and disability insurance.
(3)(5) Payments were also made to the Abdo Companies, Inc., a company controlled
by Mr. Abdo. See "Certain Relationships and Related Transactions."
Other than Mr. Levan and Mr. Abdo, executive officers of BankAtlantic Bancorp,
Inc. and BankAtlantic do not have significant executive responsibilities with
respect to key policy decisions of BFC.
Options/OPTIONS/SAR Grants Table
The following table sets forth information concerningGRANTS
During the year ended December 31, 2000, there were no individual grants of
stock options to the named executives in the Compensation Table pursuant to
BFC's Stock Option PlanPlan. BFC has not granted and does not currently grant stock
appreciation rights.
The following table sets forth information concerning individual grants of stock
options by BBC to the named executives in the Summary Compensation Table
pursuant to the Company's stock option plans during the year ended December
31, 1999. BFC31,2000. BBC has not granted and does not currently grant stock appreciation
rights.
Individual Grants
-------------------------------------------------------
Potential Realizablerealizable
Value at Assumed
Number of % of Total Annual Rates of Stock
Securities Total Options StockExercise Price Appreciation for
Underlying Granted to Exercise Appreciation forPrice Option Term (2)
Options Employees in Price Per Expiration Option Term---------------------
Name Granted (1) Fiscal Year Share Date 5% ($) 10% ($)
------------- ------------- ------------- ---------- ---------------- ---------- ----------------- ------- ----------- ----- ---- ------ -------
Alan B. Levan 60,000 15.8 $ 75,000 41.10% $6.00 4/6/20094.06 5/2/2010 $ 283,003 $717,184153,199 $ 388,236
John E. Abdo 75,000 41.10% $6.00 4/6/2009 283,003 717,18430,000 7.9 4.06 5/2/2010 76,599 194,118
Glen R. Gilbert 10,000 5.48% $6.00 2,500 0.7 3.94 1/4/6/2009 37,734 95,6252010 6,380 16,112
~~~~~~~~~~
(1) All options granted vest 100% on April 6, 2004. All option grants are in BBC Class BA Common Stock. All options vest in
2005.
(2) Amounts for the named executive have been calculated by multiplying the
exercise 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 the Company's stock price.
On September
3011,(3) In August 2000,the market priceBBC consummated a corporate transaction, which resulted
in the redemption and cancellation of the Company'sall publicly held shares of BBC Class
B Common Stock. All outstanding options to acquire BBC Class B Common Stock
was
$3.125.
Aggregated Option/were converted in the transaction into options to acquire BBC Class A
Common Stock in amounts and at exercise prices based upon the terms of the
relevant BBC Class B option. Each BBC Class A option issued had the same
intrinsic value as the BBC Class B option cancelled and exchanged in the
transaction and had substantially the same terms and conditions, including
vesting and term. The named executives were granted options to acquire the
number of shares of BBC Class A Common Stock with exercise prices indicated
below as a result of the transaction: Alan B. Levan - 394,831 shares with
an exercise price of $2.32 per share and 394,820 shares with an exercise
price of $2.26 per share; John E. Abdo - 197,416 shares with an exercise
price of $2.32 per share and 197,411 shares with an exercise price of $2.26
per share.
AGGREGATED OPTION/SAR Exercises And Fiscal Year End Option/EXERCISES AND FISCAL YEAR END OPTION/SAR Value TableVALUE TABLE
The following table sets forth as to each of the named executive officers
information with respect to the number of shares of Class B Common Stock
acquired upon exercise of options during 19992000 and underlying unexercised options
at December 31, 1999.2000. 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 12/31/19992000 On 12/31/992000 (1)
Acquired or Upon ------------------------- -------------------------
Name Exercised Exercise Exercisable Unexercisable Exercisable Unexercisable
---------------- -------------- ------------------ --------- -------- ----------- ------------- ----------- ---------------------------
Alan B. Levan - --- $ -- 1,270,407 75,000 $1,405,174 $0$692,866 $ --
John E. Abdo - --- -- 1,350,000 75,000 1,568,738 0771,863 --
Glen R. Gilbert - --- -- 142,500 10,000 42,030 022,108 --
(1) Based upon a price of $3.375,$2.3125, which was the price of the last sale as
reported by the National Quotation BureauOTC Market Report for 1999.
Long-Term Incentive Plan2000.
The following table sets forth as to each of the named executive officers
information with respect to the number of shares of BBC Class A Common Stock
acquired upon exercise of options during 2000 and underlying unexercised options
at December 31, 2000. BBC has not granted and does not currently grant stock
appreciation rights.
Number of Securities
Underlying Unexercised Value of Unexercised
Number of Options on 12/31/00 In-the Money Options
Class B Shares ---------------------- on 12/31/2000 (1)
Acquired Upon Value Realized Exercisable Unexercisable --------------------
Name Exercise of Option Upon Exercise Class A Class A Exercisable Unexercisable
---- ------------------ ------------- ------- ------- ----------- -------------
Alan B. Levan -- $ -- 811,659 452,263 $ 1,152,890 $ --
John E. Abdo -- -- 394,827 237,135 576,447 --
Glen R. Gilbert -- -- -- 2,500 -- --
(1) Based upon a fair market value of $3.75 at December 31, 2000 which was the
closing price for BBC Class A Common Stock as reported on the New York
Stock Exchange on December 31, 2000.
LONG-TERM INCENTIVE PLAN ("LTIP") Awards TableAWARDS TABLE
BFC has made available a profit-sharing plan to all BFC employees (which does
not include 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 (with the maximum compensation
considered being $50,000). Vesting is in increments over a 7-year period to
100%. Alan B. Levan and Glen R. Gilbert are 100% vested. The amounts indicated
below as "Threshold, Target and Maximum" representsJohn E. Abdo is 0%
vested. During 2000, the current balance held inaccounts for each of the profit sharing plan for theabove named individuals.
Performance Period Threshold,
Amount of Until Maturation Target
Name Award or Payment and Maximum
---- ----- ---------- -----------
Alan B. Levan $ 4,898 100% Vested $131,049
Glen R. Gilbert $ 4,898 100% Vested $108,253
Stock Performance Graph And Compensation Committee Reportindividuals was
credited with a $5,315 contribution.
STOCK PERFORMANCE GRAPH AND COMPENSATION COMMITTEE REPORT
Notwithstanding contrary statements set forth in any of the Company's previous
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
that might incorporate future filings, including this proxy statement, the Stock
Performance Graph and the Compensation Committee Report set forth below shall
not be incorporated by reference into such filings.
Stock Performance GraphSTOCK PERFORMANCE GRAPH
The following graph provides an indicator of cumulative total stockholder
returns for the Company as compared with the Wilshire 5000 Total Market Index
and the NASDAQ Bank Index:
[OBJECT[GRAPHIC OMITTED]
Information for the years ended December 31,:
1994
1995 1996 1997 1998 1999 ---- ---- ---- ---- ---- ----2000
--- --- --- --- --- ---
BFC Financial Corporation 100 194 330 939 603 279171 485 312 144 105
Wilshire 5000 Total Market 100 133 159 205 249 304119 154 187 228 201
Nasdaq Bank Index 100 145 183 299 264 243126 206 182 168 192
*Assumes $100 invested on December 31, 1994.
Compensation Committee Report1995.
COMPENSATION COMMITTEE REPORT
Directors McKenry and Pertnoy have been designated by the Board of Directors to
serve on the Compensation Committee. The Compensation Committee has provided the
following report on executive compensation.
Executive Officer CompensationEXECUTIVE OFFICER COMPENSATION
The Compensation Committee of BFC Financial Corporation met to consider the
appropriate compensation package to recommend to the Board of Directors for the
Chairman and President, Alan B. Levan.Levan and Glen R. Gilbert and John E. Abdo. From
the meeting the following elements have been developed:
Executive Compensation Policy - BFC Financial Corporation's overall compensation
philosophy is to retain quality personnel, which is critical to both the
short-term and long-term success of BFC Financial Corporation. In order to
implement that philosophy, BFC Financial Corporation's approach to base
compensation is to offer competitive salaries in comparison to market practices.
General - During 1999 total2000 base salaries and other compensation for all executives, includingMr. Levan and Mr.
Gilbert was increased by approximately 4.5%. Mr. Abdo was compensated for a
portion of the President, was maintainedyear at an annual salary level of $250,000. Commencing in 2000, a
portion of Mr. Gilbert's salary is being paid by Levitt Corporation, a
subsidiary of BankAtlantic. Bonuses were paid for 2000 in recognition of the
1996, 1997sale of the Center Port property and 1998 levels.the commencement of the venture capital
business. In deciding to
maintain this base compensation levels, cost of living, market compensation
levels and trends in the labor market were considered and available market
information was used as a frame of reference for annual salary adjustments.
Stock Options -Stock-No stock options were granted to executive officers during 1999. All
of the stock options were2000.
When granted, with an exercise price equal to 100% of the
market values of the BFC Financial Corporation Class B Common Stock on the date
of the grant. As such, the stock options only have value if the value of BFC
Financial Corporation Class B Common Stock increases. The granting of options is
totally discretionary and options are awarded based on an assessment of an employee's
contribution to the success and growth of the Company. Grants of stock options
are based on the level of an executive's position with the company, and
evaluation of the executive's past and expected performance, the number of
outstanding and previously granted options and discussions with the executive. The Committee believes that granting of stock options as a part of
executive compensation closely aligns the executives' interests with those of
BFC Financial Corporation stockholders, since the ultimate value of such
compensation is directly dependent on the stock price.
CEO Compensation - In evaluating the performance of the Chief Executive, Mr.
Levan, the committee considered BFC Financial Corporation's net worth, earnings
and stock price. The Committee also considered that Mr. Levan spends
considerable effort and attention in connection with the operations of
BankAtlantic Bancorp, Inc. and BankAtlantic and that the performance of
BankAtlantic Bancorp, Inc. and BankAtlantic has been a substantial factor in the
success of BFC Financial Corporation.
1993 OBRA - Executive Compensation Tax Deductibility. The Omnibus Budget
Reduction Act ("OBRA") of 1993 included a provision which eliminates a company's
tax deduction for any compensation over one million dollars paid to any one of
the executives who appear in the Summary Compensation Table, subject to several
statutory exceptions. The Committee does not anticipate additional tax exposure
based on the Company's current executive compensation program.
The above report was submitted by Earl Pertnoy and Carl E. B. McKenry.
Certain Relationships And Related Transactions
Certain Business RelationshipsAUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is responsible for monitoring the
integrity of the Company's consolidated financial statements, its system of
internal controls and the independence and performance of its independent
auditors. The Audit Committee is composed of two non-employee directors. The
Company's Board of Directors has not adopted a written charter for the Audit
Committee.
Management is responsible for the preparation, presentation and integrity of the
Company's financial statements, the Company's accounting and financial reporting
process, including the system of internal control, and procedures to assure
compliance with applicable accounting standards and applicable laws and
regulations. The Company's independent auditors are responsible for auditing
those financial statements and expressing an opinion as to their conformity with
generally accepted accounting principles. Our responsibility is to monitor and
review these processes. However, we are not professionals engaged in the
practice of accounting or auditing and are not experts in the field of
accounting or auditing, including, without limitation, auditor independence. We
rely, without independent verification, on the information provided to us and on
the representations made by management and the independent auditors.
Accordingly, our oversight does not provide an independent basis to determine
that management has maintained appropriate accounting and financial reporting
principles or appropriate internal control and procedures designed to assure
compliance with accounting standards and applicable laws and regulations.
Furthermore, our considerations and discussions do not assure that the audit of
the Company's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Company's auditors are in fact "independent."
In this context, we held four meetings during fiscal year 2000. The meetings
were designed, among other things, to facilitate and encourage communication
among the Audit Committee, management, and the Company's independent auditors,
KPMG LLP ("KPMG"). We discussed with the Company's independent auditors their
overall scope and plans. We met with the independent auditors, with and without
management present, to discuss the results of their examinations and their
evaluations of the Company's internal controls.
We have reviewed and discussed the audited consolidated financial statements for
the fiscal year ended December 31, 2000 with management and KPMG.
We also discussed with the independent auditors matters required to be discussed
with audit committees under generally accepted auditing standards, including,
among other things, matters related to the conduct of the audit of the Company's
consolidated financial statements and the matters required to be discussed by
Statement on Auditing Standards No. 61, as amended (Communication with Audit
Committees).
The Company's independent auditors also provided to us the written disclosures
and the letter required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and we discussed with the
independent auditors their independence from the Company. When considering
KPMG's independence, we were advised that KPMG did not provide the Company with
any services beyond those rendered in connection with their audit and review of
the Company's consolidated financial statements. We did note however that KPMG
provided services to BankAtlantic Bancorp beyond those rendered in connection
with their audit and review of BankAtlantic Bancorp's financial statements. We
also reviewed, among other things, the amount of fees paid to KPMG directly by
the Company for audit services as well as the amounts paid to KPMG for audit and
non-audit services by BankAtlantic Bancorp as these amounts were included in the
Company's consolidated financial statements.
Based on our review and these meetings, discussions and reports, and subject to
the limitations on our role and responsibilities referred to above and in the
Audit Committee Charter, we recommended to the Board of Directors that the
Company's audited consolidated financial statements for the fiscal year ended
December 31, 2000 be included in the Company's Annual Report on Form 10-K.
The above report was submitted by Earl Pertnoy and Carl E. B. McKenry.
AUDIT FEES
The aggregate fees for professional services rendered by KPMG, LLP in connection
with their audit of our consolidated financial statements and reviews of the
consolidated financial statements included in our Quarterly Reports on Form 10-Q
for the 2000 fiscal year were approximately $111,000. This amount does not
include amounts paid for professional services rendered to BankAtlantic Bancorp,
Inc., although such amounts are included in our consolidated financial
statements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 BankAtlantic Bancorp, Inc.
and BankAtlantic. As indicated under "Security Ownership of Certain Beneficial
Owners and Management", Mr. Levan may be deemed to be a controlling shareholder
of BFC. Messrs. Levan, Pertnoy and McKenry serve on the Board of Directors of
the managing general partner of a public limited partnership that is affiliated
with BFC. John E. Abdo, a director of BFC, is Vice Chairman of the Board of
BankAtlantic Bancorp, Inc. and BankAtlantic and is President and a director of
Levitt. Glen R. Gilbert, Executive Vice President of BFC, is Vice President and
a director of
Levitt.
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 interest earned on advances made by the
Company. The Company bears the risk of loss, if any, under the arrangement.
On
such basis,Pursuant to this arrangement with the Abdo Group, in December 1994, an entity
controlled by the Company acquired from an unaffiliated seller approximately 70
acres of unimproved land known as the "Center Port" property in Pompano Beach,
Florida. Through December 31, 1999, 502000, 70 acres had been sold from the Center Port
property to unaffiliated third parties for approximately $13.6$21.4 million and the
Company recognized net gains from the salesales of real estate of approximately $3.4$4.8
million. Included in cost of sales is
approximately $2.4 million, representing theThe Abdo Group's profit participation from the transactions. Payment of the profit participation toapproximately $3.4 million was
included in cost of sales. In 2000, the Abdo Group will be deferred untilreceived approximately $2.6
million from the Company is repaid on advances and interest. The
remainder of the Center Port property is currently being marketed for sale.their real estate sales profit participation.
Alan B. Levan and John E. Abdo have investments or are partners in real estate
joint ventures with developers, that in connection with other ventures have
loans from BankAtlantic or are partners with Levitt, a wholly owned subsidiary
of BankAtlantic. Also, beginning in September 1998, Levitt agreed to pay the
Abdo Companies, Inc., which is controlled by Mr. Abdo, $50,000 per month for
services and management, including activities relating to BankAtlantic,
BankAtlantic Bancorp, Inc., St. Lucie West Holding Corporation and the Levitt
joint ventures. The fee was reduced to approximately $29,000 per month in July
2000. Beginning during 1999, Levitt paid BFC $20,000 per quarter for management
and accounting services provided to Levitt. BFC paid BankAtlantic approximately
$62,000 during 19992000 for office space used by BFC in BankAtlantic's headquarters
and for miscellaneous administrative and other related expenses.
During 1999 and 2000, the Company acquired interests in unaffiliated technology
entities. During 2000, the ownership in the technology entities were transferred
at the Company's cost to specified asset limited partnerships. Subsidiaries of
the Company are the controlling general partners of these partnerships.
Interests in such partnerships were sold in 2000 and 2001 to accredited
investors in private offerings. During 2000, approximately $11.5 million of
capital was raised by these partnerships. Of that amount, BFC, BBC and the
general partners retained ownership of approximately $3.0 million. In addition
to the amount officers, directors and affiliates of the Company invested
approximately $3.2 million in the partnerships. After the limited partners
receive a specified return from the partnerships, the general partners are
entitled to receive 20% of all cash distributions from the partnerships. The
general partners are limited liability companies of which the members are: John
E. Abdo - 13.75%; Alan B. Levan - 9.25%; Glen R. Gilbert - 2.0%; John E. Abdo,
Jr. - 17.5% and BFC Financial Corporation - 57.5%.
During 1999, BFC Financial Corporation entered into an agreement with John E.
Abdo, Jr., son of John E. Abdo, a Director and Vice Chairman of the Board.
Pursuant to the agreement, in the event that Mr.John E. Abdo, Jr. identifies
venture capital investments for the Company, the Company will pay to him an
amount equal to 1% of the amount of the Company's investment and will grant him
a profit participation of 3 1/2% of the net profit realized by the Company. Such
profit participation is structured as being a member of the general partner.
Additionally, the Company has agreed to pay him an expense allowance of $300 per
month throughout the term of the agreement. During 1999,2000, the Company paid Mr.John
E. Abdo, Jr. acquisition fees of $62,000$71,000 and expense allowances of $3,000$3,600
pursuant to the agreement.
One of the limited partnerships is an investor in Seisint, Inc. ("Seisint"), of
which Dale Renner, a Director of BBC, is President. Seisint owns 848,364 shares
of BBC's Class A stock. Both Alan B. Levan and John E. Abdo serve as directors
of Seisint and each own direct and indirect interest in shares of Seisint Common
Stock. BBC and its affiliates collectively own approximately 11% of Seisint's
outstanding Common Stock. Seisint also serves as an Application Service Provider
("ASP") for BBC for one customer service information technology application.
This ASP relationship is believed to be on terms no less favorable to BBC than
available in an arm's length transaction and fees aggregating $368,000 were paid
to Seisint for its services during 2000.
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.
Appointment Of Independent AuditorsAPPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has reappointed KPMG, Peat Marwick, LLP as independent auditors to
audit the financial statements of BFC Financial Corporation for the current
fiscal year. Representatives of the firm of KPMG, Peat Marwick, LLP are expected to be present
at the Annual Meeting and will have an opportunity to make a statement if they
so desire and will be available to respond to appropriate questions.
Other Information
Stockholders' Proposals For Next Annual MeetingOTHER INFORMATION
STOCKHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders' proposals intended to be presented at the 20012002 Annual Meeting must
be received by BFC Financial Corporation no later than March 1, 2001,2002, for
inclusion in BFC Financial Corporation's proxy statement and form of proxy for
that meeting.
Expenses Of SolicitationEXPENSES OF SOLICITATION
The cost of preparing, assembling, and mailing the proxy material and of
reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy material to the beneficial
owners of shares held of record by such persons will be borne by BFC Financial
Corporation. BFC Financial Corporation does not intend to solicit proxies
otherwise than by use of the mail, but certain officers and regular employees of
BFC Financial Corporation without additional compensation, may use their
personal efforts, by telephone or otherwise, to obtain proxies. The proxy
materials are being mailed to stockholders of record at the close of business on
October 9, 2000.
Other BusinessApril 16, 2001.
OTHER BUSINESS
The Board of Directors of the Company does not know of any other matters that
are to be presented for action at the meeting. Should any other matter come
before the meeting, however, the persons named in the enclosed Proxy shall have
discretionary authority to vote all shares represented by valid proxies with
respect to such matter in accordance with their judgment.
* * * * * * * * * * * * * * * * * * * * * * * * * * *
By Order of the Board of Directors
/S/ Glen R. Gilbert
-------------------
Glen R. Gilbert
Secretary
October 12, 2000April 23, 2001
A COPY OF THE FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WILL BE FURNISHED WITHOUT CHARGE TO BENEFICIAL OWNERS OF THE COMPANY'S COMMON
STOCK AS OF THE RECORD DATE UPON WRITTEN REQUEST TO GLEN R. GILBERT, SECRETARY,
BFC FINANCIAL CORPORATION, P.O. BOX 5403, FORT LAUDERDALE, FL 33310-5403.
AppendixAPPENDIX - Form of ProxyFORM OF PROXY
REVOCABLE PROXY
BFC FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
Proxy Solicited On Behalf of the Board of DirectorsPROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Glen R. Gilbert and Lourdes G. Lastres, or
either of them, the undersigned's proxies, with full power of substitution, to
vote all of the shares of Class B Common Stock of BFC FINANCIAL CORPORATION (the
"Company") which the undersigned would be entitled to vote if personally present
at the Annual Meeting of Stockholders to be held at the Westin Hotel Fort
Lauderdale, 400 Corporate Drive, Fort Lauderdale, FL 33334, on November 17, 2000,May 23, 2001, at
11:00 a.m. local time, and at any adjournment or postponement thereof, as
hereinafter specified upon the proposal listed on the reverse side and as more
particularly described in the Company's Proxy Statement, receipt of which is
hereby acknowledged, and in their discretion, upon such other business as may
properly come before such Annual Meeting or adjournments or postponements
thereof.
This Proxy will be voted in accordance with the instructions set forth herein,
or in the event no instructions are set forth, this Proxy will be voted FOR the
nominee set forth on the back of this card and described in the accompanying
Notice of Annual Meeting and Proxy Statement. This Proxy hereby revokes all
prior proxies given with respect to the shares of the undersigned.
(Continued, and to be signed and dated on the other side.)
Election ofELECTION OF 1 director to serve a three year term to expire in 2003.DIRECTOR TO SERVE A THREE YEAR TERM TO EXPIRE IN 2004. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE NAMED BELOW:
Nominee: Carl E.Alan B. McKenry, Jr.Levan
FOR the nominee WITHHOLD AUTHORITY
listed above to vote for the nominee
listed above.
[ ] [ ]
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Please mark, sign, date and return this proxy card promptly,
using the enclosed envelope. No Postage is required for
mailing it in the United States.
Dated: ________________________________________, 2000
---------------------------------------------------2001
_____________________________________________________
(Signature of Stockholder)
---------------------------------------------------_____________________________________________________
(Signature of Stockholder)
IMPORTANT: Please sign exactly as name(s) appear(s) at left.
When signing as attorney, executor, administrator, trustee,
guardian, please give full title as such. If a corporation,
please sign the full corporate name by President or other
authorized officer. If a partnership, please sign in
partnership name by authorized person.