-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 to ss.240.14a-11(c) or ss.240.14a-12
BFC FINANCIAL 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 August 27, 1999
Fort Lauderdale, Florida
August 4, 1999
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 Friday, August 27, 1999, at
9:30 AM local time for the following purposes:
1. To elect two members 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
July 30, 1999 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 which 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 19992000 Annual Meeting of Stockholders (the "Annual Meeting") of
BFC Financial Corporation (the "Company") to be held on Friday, August 27, 1999November 17,
2000 commencing at 9:3011:00 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
nomineesnominee as directorsdirector 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 will vote as proxies in
accordance with their own best judgment on those matters.
Only holders of the Company's 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'Stockholders Entitled to Vote
Only stockholders of record of BFC Financial Corporation Class B Common Stock,
$0.01 par value per share ("Class B Common Stock"), at the close of business on
July 30, 1999October 9, 2000 are entitled to vote at the Annual Meeting. On that day, there
were issued and outstanding 2,355,4072,354,907 shares of Class B Common Stock and
6,454,494 shares of Class A Common Stock. The Class B Common Stock constitutes
the only class of 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 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 Approval
The election of directorsa 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 Management
Listed in the table below are the beneficial owners known by the Company to hold
as of JuneSeptember 30, 19992000 more than 5% of the Company's 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
as of asSeptember of September Class A Class B
Name of Beneficial Owner June 30, 1999 June2000 30, 19992000 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% 5.66%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, Jr.Jr (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)(2)(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
John E. Abdo 1,350,000
Glen R. Gilbert 142,500
Earl Pertnoy 71,250
Carl E.B. McKenry 62,750
---------
Total 2,896,907
=========
(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% of the outstanding common stock of BFC. Levan Enterprises, Ltd. 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.
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 two
directorsone
director expires at the Annual Meeting and it is therefore necessary to elect directorsa
director to fill such vacanciesposition to serve for a three year term, or until theirhis
respective successor has been elected and qualified. The Board of Directors has
nominated Earl Pertnoy and JohnCarl E. AbdoB. McKenry, Jr. to serve as directorsa director in the class whose term
expires at the 20022003 Annual Meeting of Shareholders. The nominees arenominee is currently membersa
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 officer 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 Directors
The following information is provided for each of the Company's current
directors.
Director Term
Name Age Director Since Term Expires
---- --- -------------- ------------
Alan B. Levan 54 1978 2001
Earl Pertnoy 73 1978 1999----- -------
Carl E. B. McKenry, Jr. 70Jr 71 1981 2000
John E. Abdo 57 1988 2002
Earl Pertnoy 74 1978 2002
Alan B. Levan 56 1988 19991978 2001
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 nomineesnominee are set forth below.
NomineesNominee 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.
JOHN E. ABDO has been principally employed as President and Chief Executive
Officer of the Abdo Companies, Inc., a real estate development, construction and
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 of BankAtlantic, since 1984, Chairman of the Executive Committee of
BankAtlantic since October 1985 and President of BankAtlantic Development
Corporation ("BDC"), a wholly-owned subsidiary of BankAtlantic, since 1985. He
has been Vice Chairman of the Board of BankAtlantic since April 1987. In 1994,
he became a director of BBC. He is also a director of Benihana, Inc., a national
restaurant chain.
Director Serving Three-Year Term Expiring At The 2001 Annual Meeting
ALAN B. LEVAN formed the I.R.E. Group (predecessor companies 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 BBC,BankAtlantic
Bancorp, Inc., the holding company for BankAtlantic A Federal Savings Bank
("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.
Director Serving Three-Year Term Expiring At The 2000 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.
Meetings And Committees Of The Board Of Directors
During 1998,1999, the Board of Directors held teneight 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 as needed but no less frequently than
annuallyquarterly 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, 1998.1999.
The members of the Compensation Committee are Dr. Carl E. B. McKenry, Jr. and
Earl Pertnoy. The Compensation Committee held one meeting during 1998.1999. 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 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
Employees
The Executive Officers of the Company are as follows:
Name Age Position
---- --- --------
Alan B. Levan 5456 President, Chairman of the Board, Chief
Executive Officer and Director
John E. Abdo 5657 Vice Chairman of the Board and Director
Glen R. Gilbert 5455 Executive Vice President, Chief Financial
and Accounting Officer and Secretary
The following persons are executive officers of BFC Financial Corporation's
principal subsidiary, BBC.BankAtlantic Bancorp, Inc. Positions indicated are those
held at BBC.BankAtlantic Bancorp, Inc.
Name Age Position at BBCBankAtlantic Bancorp, Inc.
---- --- ------------------------------------------------------
Alan B. Levan 5456 Director, Chairman of the Board and Chief
Executive Officer
John E. Abdo 5657 Director, Vice Chairman of the Board
Frank V. Grieco 5556 Senior Executive Vice President
James A. White 57 Executive Vice President and Chief Accounting Officer
Steven D. Hickman 45 Chief OperatingFinancial
Officer
All such officers will serve until they resign or are replaced by thetheir
respective Board of Directors.
Background 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 BDC,Levitt, since 1997.
The principal occupation and certain other information with respect to the
executive officers of BBCBankAtlantic 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 BBCBankAtlantic Bancorp, Inc.
and BankAtlantic. He joined BankAtlantic in April 1991 as Senior Executive Vice
President and became Senior Executive Vice President of BBCBankAtlantic Bancorp,
Inc. at its inception in July 1994. He was a director of BankAtlantic from 1991
through 1998 and a director of BBCBankAtlantic Bancorp, Inc. from 1994 through
1998.
STEVEN D. HICKMAN joined BankAtlantic in August 1997 asJAMES A. WHITE is Executive Vice President Community Banking and served in that position through June 1998 when
he became Chief OperatingFinancial 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. HickmanWhite was Director, Small Business Banking at Barnett Bank.Chief Financial Officer of BOK Financial
Corporation.
Executive 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
BBCBankAtlantic Bancorp, Inc. and its subsidiaries, for services rendered in all
capacities during the year ended December 31, 1998 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 All
Name and Annual Restricted Stock Other
Principal Compen- Stock OptionsOption LTIP Compen-
Position Year Salary Bonus sation Awards(s) AwardedAward(s) Award(s) Payouts sation (2)
--------- ---- --------- -------- -------- ---------- --------- -------- ----------- ------------------------------------------------------------------------------------------------------------------------------
($) ($) ($) ($) (#) ($) ($)
Alan B. Levan 1999 $ 497,406 - - - 75,000 4,898 93,000
Chairman of the Board, 1998 $ 515,753 - - - 225,000 2,926 74,653
Chairman of the Board,President and Chief 1997 509,910 - - - 375,000 1,628 80,495
President and Chief 1996 508,176Executive Officer
John E. Abdo 1999 - - - - 1,662 80,774
Executive Officer
John E. Abdo75,000 - (3)
Vice Chairman of the 1998 - - - - 225,000 - -
Vice Chairman of the(3)
Board 1997 - - - - 375,000 - -
Board 1996 - 39,000 - - - - -
Glen R. Gilbert 1999 210,625 62,945 - - 10,000 4,898 -
Executive Vice President, 1998 210,625 8,07012,105 - - 30,000 2,926 -
Executive Vice President,Chief Financial Officer 1997 210,625 8,070 - - 93,750 1,628 -
Chief Financial Officer 1996 209,817 7,760 - - - 1,662 -
and Secretary
~~~~~~~~~~~
(1) Excludes salary, bonuses and other compensation, respectively, paid by
BankAtlantic to Mr. Levan in the amountamounts of $372,705, $20,000 and $0 for
1999, $370,639, $0 and $151,847 for 1998 and $350,574, $0 and $156,432 for
1997, and $321,168, $193,740 and
$158,045 for 1996.1997. Excludes salary, bonuses and other compensation, respectively, paid
by BankAtlantic to Mr. Abdo in the amountamounts 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, and $175,000,
$0 and $13,899 for 1996. BBC1997. BankAtlantic Bancorp, Inc. paid no additional amounts to Mr.
Levan or Mr. Abdo. Both Mr. Levan and Mr. Abdo were granted options to
acquire BankAtlantic Bancorp, Inc. stock in each of the periods. See also
"Certain Relationships and Related Transactions".Transactions." regarding payments made
to the Abdo Companies, Inc., a company controlled by Mr. Abdo.
(2) Represents reimbursements or payments for life and disability insurance.
(3) On July 13, 1999,Payments were made to the market price of the Company's Class B Common Stock
was $5.00.Abdo Companies, Inc., a company controlled by Mr.
Abdo. See "Certain Relationships and Related Transactions."
Other than Mr. Levan and Mr. Abdo, executive officers of BBCBankAtlantic Bancorp,
Inc. and BankAtlantic do not have significant executive responsibilities with
respect to key policy decisions of BFC.
Options/SAR Grants Table
The following table sets forth information concerning individual grants of stock
options to the named executives in the Compensation Table pursuant to BFC's
Stock Option Plan during the year ended December 31, 1998.1999. BFC has not granted
and does not currently grant stock appreciation rights.
Individual Grants
-------------------------------------------------------
Potential Realizable
Value at Assumed
Number of % of Annual Rates of
Securities Total Options Stock Price
Underlying Granted to Exercise Appreciation for
Options Employees in Price Per Expiration Option Term
Name Granted (1) Fiscal Year Share Date 5% ($) 10% ($)
---- ----------- ------------- ---------------------- ------------- ---------- ---------------- ---------- ------------------------
Alan B. Levan 225,000 42.25% 10.33 1/13/2008 $1,462,166 $3,705,433$ 75,000 41.10% $6.00 4/6/2009 $ 283,003 $717,184
John E. Abdo 225,000 42.25% 10.33 1/13/2008 1,462,166 3,705,43375,000 41.10% $6.00 4/6/2009 283,003 717,184
Glen R. Gilbert 30,000 5.63% 10.33 1/13/2008 194,955 494,05710,000 5.48% $6.00 4/6/2009 37,734 95,625
~~~~~~~~~~
(1) Options are fully vested.All options granted vest 100% on April 6, 2004. All option grants are in
Class B Common Stock.
(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. (3) On July 13, 1999,September
3011, 2000, the market price of the Company's Class B Common Stock was
$5.00.$3.125.
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 Class B Common Stock
acquired upon exercise of options during 19981999 and underlying unexercised options
at December 31, 1998.1999. 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 12/31/981999 On 12/31/9899 (1)
Acquired or Upon ---------------------- ---------------------------------------------- -------------------------
Name Exercised Exercise Exercisable Unexercisable Exercisable Unexercisable
---- --------- ------------------------ -------------- -------------- ----------- ------------- ----------- ---------------------------
Alan B. Levan - - 1,082,907 187,500 $4,524,868 $521,8681,270,407 75,000 $1,405,174 $0
John E. Abdo - - 1,162,500 187,500 4,996,855 521,8681,350,000 75,000 1,568,738 0
Glen R. Gilbert - - 95,625 46,875 263,902 149,216142,500 10,000 42,030 0
(1) Based upon a price of $7.25,$3.375, which was the price of the last sale as
reported by the National Quotation Bureau for 1998. On July 13, 1999, the
market price of the Company's Class B Common Stock was $5.00.1999.
Long-Term Incentive Plan ("LTIP") Awards 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 amountamounts indicated
below as "Threshold, Target and Maximum" represents the current balance held in
the profit sharing plan for the named individuals.
Performance Period Threshold,
Amount of Until Maturation Threshold, Target
Name Award or Payment and Maximum
---- ----- ---------- -----------
Alan B. Levan $ 2,9264,898 100% vested $111,770Vested $131,049
Glen R. Gilbert $ 2,9264,898 100% vested $88,974Vested $108,253
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 Graph
The following graph provides an indicator of cumulative total stockholder
returns for the Company as compared with the Wilshire 5000 Total ReturnMarket Index
and the NASDAQ Bank Index:
[OBJECT OMITTED]
Information for the NASDAQ
Stockyears ended December 31,:
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
BFC Financial Corporation 100 194 330 939 603 279
Wilshire 5000 Total Market (U.S. companies) and Total Return100 133 159 205 249 304
Nasdaq Bank Index for the NASDAQ Financial
Stocks:
[STOCK PERFORMANCE GRAPH GOES HERE]
12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- -------- --------
BFC Financial Corporation 100 94 179 306 882 571
Nasdaq U.S. Stocks 100 98 138 170 209 293
Nasdaq Bank Stocks 100 100 148 196 328 325
100 145 183 299 264 243
*Assumes $100 invested on December 31, 1993.1994.
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 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. 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.
Compensation History - Compensation to executive officers in mid 1991 was
voluntarily reduced based on the Company's transition from the real estate
syndication business to a savings bank holding company and the losses incurred
by the Company's savings bank subsidiary as it shifted its activities from those
of a traditional thrift to those more closely related to commercial banking.
During 1995, with the return of profitability at the savings bank subsidiary,
compensation was returned to pre-1991 levels.
General - During 19981999 total compensation for all executives, including the
President, was maintained at the 1995, 1996, 1997 and 19971998 levels. In deciding to
maintain this base compensation, 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 options were granted to executive officers during 1998.1999. All
of the stock options were 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 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 BBCBankAtlantic 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
BBCBankAtlantic Bancorp, Inc. and BankAtlantic and is President and a director of
BDC.Levitt. Glen R. Gilbert, Executive Vice President of BFC, is Vice President and
a director of BDC.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, 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, 1998, 421999, 50
acres had been sold from the Center Port property to unaffiliated third parties
for approximately $11.7$13.6 million and the Company recognized net gains from the
sale of real estate of approximately $2.8$3.4 million. Included in cost of sales is
approximately $2.0$2.4 million, representing the Abdo Group's profit participation
from the transactions. All proceeds from the sale were utilized to reduce the
borrowing for which the Center Port property serves as partial collateral. At
December 31, 1998, the balance on this borrowing was approximately $1,000 and
was due to an unaffiliated lender. Payment of the profit participation to the Abdo Group
will be deferred until the lender and the Company is repaid on loans, advances and interest. The
remainder of the Center Port property is currently being marketed for sale.
BeginningAlan 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, BDCLevitt 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,
BBC,BankAtlantic Bancorp, Inc., St. Lucie West Holding Corporation and the BDCLevitt
joint ventures. Additionally, as partBeginning during 1999, Levitt paid BFC $20,000 per quarter for
management and accounting services provided to Levitt. BFC paid BankAtlantic
approximately $62,000 during 1999 for office space used by BFC in BankAtlantic's
headquarters and for miscellaneous administrative and other related expenses.
During 1999, BFC Financial Corporation entered into an agreement with John E.
Abdo, Jr., son of that
arrangement,John E. Abdo, a Director and Vice Chairman of the Abdo Companies will receive 10% of any of BDC's profitsBoard.
Pursuant to the agreement, in the ventures after BDC has receivedevent that Mr. Abdo, Jr. identifies venture
capital investments for the Company, the Company will pay to him an aggregate 15% cumulative annual return on its
equity investments as partamount equal
to 1% of the arrangement.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. Additionally,
the Company has agreed to pay him an expense allowance of $300 per month
throughout the term of the agreement. During 1999, the Company paid Mr. Abdo,
Jr. acquisition fees of $62,000 and expense allowances of $3,000 pursuant to the
agreement.
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 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 Meeting
Stockholders' proposals intended to be presented at the 20002001 Annual Meeting must
be received by BFC Financial Corporation no later than March 1, 2000,2001, for
inclusion in BFC Financial Corporation's proxy statement and form of proxy for
that meeting.
Expenses 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
July 30, 1999.October 9, 2000.
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
August 4, 1999October 12, 2000
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.
Appendix - Form of Proxy
REVOCABLE PROXY
BFC FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
Proxy 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
August 27, 1999,November 17, 2000, at 9:30 AM11:00 a.m. local time, and at any adjournment or
postponement thereof, as hereinafter specified upon the proposalsproposal 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 of 2 directors1 director to serve a three year term to expire in 2002.2003.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE NAMED BELOW:
Nominee: Earl PertnoyCarl E. B. McKenry, Jr.
FOR the nominee WITHHOLD AUTHORITY
listed above to vote for the nominee
listed above.
? ?
Nominee: John E. Abdo
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: _____________________, 1999
---------------------------------________________________________________, 2000
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(Signature of Stockholder)
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(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
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