BFC Financial Corporation
P.O. Box 5403
Fort Lauderdale, FL 33310-5403
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on August 29, 1996
Fort Lauderdale, Florida
August 5, 1996
To the Stockholders of BFC Financial Corporation:
The Annual Meeting of Stockholders of BFC Financial Corporation (the "Company")
will be held in the Lobby Conference Room, at 1750 East Sunrise Boulevard, Fort
Lauderdale, FL 33304, on August 29, 1996, 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;
and
2. To amend the BFC Financial Corporation Stock Option Plan, including an
increase in the number of shares issuable pursuant to the Plan; and
3. 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 at the close of
business on August 5, 1996 are entitled to notice of and to vote at the Annual
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,
Glen R. Gilbert
Secretary
BFC Financial Corporation
P.O. Box 5403
Fort Lauderdale, FL 33310-5403
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies to be
used at the Annual Meeting of Stockholders (the "Annual Meeting") of BFC
Financial Corporation to be held on Thursday, August 29, 1996 commencing at 9:30
AM, local time, in the Lobby Conference Room, at 1750 East Sunrise Boulevard,
Fort Lauderdale, FL 33304, 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 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
nominees as directors described below and in favor of the adoption of the
amended Stock Option Plan. 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.
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.
Outstanding Voting Securities
Only stockholders of record of BFC Financial Corporation Common Stock, $0.01 par
value per share, ("Common Stock") at the close of business on August 5 1996 are
entitled to vote at the Annual Meeting. On that day, there were issued and
outstanding 2,305,682 shares of Common Stock. The Common Stock constitutes the
only class of capital stock of the Company presently issued and outstanding.
Each shareholder is entitled to one vote for each 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 Common Stock, represented in person or
by proxy, constitutes a quorum for the transaction of business at the Annual
Meeting. The election of directors will require the affirmative vote of a
plurality of the shares of 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. The proposal for the approval of the
amended Stock Option Plan requires the affirmative vote of a majority of the
shares of Common Stock voting in person or by proxy at the Annual Meeting;
accordingly, an abstention will have the same effect as a negative vote, but,
because shares held by brokers will not be considered entitled to vote on
matters as to which the brokers withhold authority, broker non-votes will have
no effect on the vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal Stockholders
The following table and the notes thereto set forth certain information as to
those persons known to the Board of Directors of BFC Financial Corporation to be
the beneficial owners of more than five percent (5%) of the Company's
outstanding Common Stock as of July 30, 1996. Unless otherwise indicated, the
beneficial owners listed below have sole voting and investment power over the
shares listed beside their names.
Title Name and Address Amount and Nature Percent
of Class of Beneficial Owner of Beneficial Ownership (1) of Class (1)
-------- ------------------- --------------------------- ------------
Common I.R.E. Realty Advisors, Inc. 242,221 9.1%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common I.R.E. Properties, Inc. 136,666 5.1%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common I.R.E. Realty Advisory Group, Inc. (2) 500,000 18.7%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common Alan B. Levan (1)(3)(5) 222,531 8.3%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304 1,200 0.1%
Indirect
Common Florida Partners Corporation 133,314 5.0%
1750 East Sunrise Boulevard Direct
Fort Lauderdale, Florida 33304
Common John E. Abdo (1) 520,166 19.5%
1350 N.E. 56 Street Direct
Fort Lauderdale, Florida 33334
Common Dr. Herbert A. Wertheim (4) 401,248 15.0%
191 Leucadendra Drive Direct
Coral Gables, Florida 33156
- ----------
(1) Amount and nature of beneficial ownership and percent of class include
exercisable options to purchase Common Stock as follows:
Name Number of Shares
Alan B. Levan 166,666
John E. Abdo 166,666
Glen R. Gilbert 21,666
Earl Pertnoy 5,000
Carl E. B. McKenry 5,000
-------
Total 364,998
=======
The amount and nature of beneficial ownership and percent of class for
Common Stock, not considering exercisable options to purchase Common Stock,
would be as follows (all shares are owned directly except for 1,200 shares
owned indirectly by Mr. Levan):
Name of Amount and Nature Percent
Beneficial Owner of Beneficial Ownership of Class
---------------- ----------------------- --------
I.R.E. Realty Advisors, Inc. 242,221 10.5%
I.R.E. Properties, Inc. 136,666 5.9%
I.R.E. Realty Advisory Group, Inc. 500,000 21.7%
Alan B. Levan 57,065 2.5%
Florida Partners Corporation 133,314 5.8%
John E. Abdo 353,500 15.3%
Dr. Herbert A. Wertheim 401,248 17.4%
(2) BFC owns 45.4% of I.R.E. Realty Advisory Group, Inc.
(3) Alan B. Levan is a controlling and majority shareholder of I.R.E. Realty
Advisors, Inc., I.R.E. Properties, Inc. and may be deemed to be the
controlling shareholder of I.R.E. Realty Advisory Group, Inc. and Florida
Partners Corporation and therefore may be deemed to be the beneficial owner
of the shares of Common Stock owned by such entities in addition to his
personal holdings of Common Stock, for an aggregate beneficial ownership of
1,235,932 shares of Common Stock (46.3%).
(4) Dr. Wertheim reported that he owns 401,248 shares of BFC's Common Stock on
a Schedule 13D dated April 9, 1996. The Schedule 13D indicates that the
shares were acquired for private investment.
(5) 1,200 of such shares are held of record by Mr. Levan's wife.
BFC knows of no other persons who beneficially own 5% or more of its outstanding
Common Stock.
Common Stock Ownership Of Management
Set forth in the following table and notes thereto is certain information with
respect to the beneficial ownership of shares of Common Stock as of July 30,
1996 owned by each of the directors of BFC Financial Corporation and all
directors and officers of the Company as a group. Unless otherwise indicated,
the persons listed below have sole voting and investment power over the shares
listed beside their names.
Title Name of Beneficial Amount and Nature of Percent
of Class Owner or Number in Group Beneficial Ownership (1) of Class (1)
-------- ------------------------ ------------------------ ------------
Common Alan B. Levan (1)(3) 222,531 Direct 8.3%
1,013,401 Indirect 37.9%
Common Earl Pertnoy 11,900 Direct .4%
Common Carl E. B. McKenry, (2) 5,667 Direct .2%
Common John E. Abdo 520,166 Direct 19.5%
Common Glen R. Gilbert 22,644 Direct .8%
Common All officers and directors
as a group (5 persons) 1,796,309 67.3%
~~~~~~~~~~~~~~~~~~~~~
(1) See Footnotes 1, 2 and 3 to the table under the heading "Principal
Stockholders ".
(2) 667 of such shares are held of record in an IRA account.
(3) 1,200 of such shares are held of record by Mr. Levan's wife.
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
directors expire at the Annual Meeting and it is therefore necessary to elect
two directors to fill such vacancies to serve for a three year term, or until
their respective successors have been elected and qualified. The Board of
Directors has nominated Earl Pertnoy and John E. Abdo to serve as directors in
the class whose term expires at the 1999 Annual Meeting of Shareholders. The
nominees are currently members 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 relationship 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.
Name Age Director Since Term Expires
---- --- -------------- ------------
Alan B. Levan 51 1978 1995
Earl Pertnoy 70 1978 1996
Carl E. B. McKenry, Jr. 67 1981 1997
John E. Abdo 53 1988 1996
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 nominees are set forth below.
Nominees To Serve Three-Year Terms Expiring At The 1999 Annual Meeting
EARL PERTNOY is a real estate investor and developer. He has been a director of
BFC Financial Corporation and its predecessor companies since 1978 and is also a
director of the corporate general partners of various affiliated public limited
partnerships.
JOHN E. ABDO is the President and Chief Executive Officer of Wellington
Construction & Realty, Inc., a real estate development, construction and
brokerage firm. He has been Vice Chairman of the Board of BFC Financial
Corporation since 1993. He has been a director of BankAtlantic, A Federal
Savings Bank ("BankAtlantic") since 1984, Chairman of the Executive Committee of
BankAtlantic since October 1985 and Vice Chairman of the Board of BankAtlantic
since April 1987. In 1994, he became a director of BankAtlantic Bancorp, Inc.
("BBC"), a savings bank holding company and parent corporation of BankAtlantic.
He is also a Director of Benihana National Corporation, a national restaurant
chain, and Chairman of the Board of Coconut Code, Inc., a software company.
Director Serving Three-Year Term Expiring At The 1998 Annual Meeting
ALAN B. LEVAN formed the I.R.E. Group in 1972. Since 1978, he has been the
Chairman of the Board, President, and Chief Executive Officer of BFC Financial
Corporation 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 also Chairman of the Board and Chief Executive Officer of BBC and
BankAtlantic. Additionally, he is an individual general partner and an officer
and a director of the corporate general partners of various public limited
partnerships all of which are affiliated with BFC Financial Corporation.
Director Serving Three-Year Term Expiring At The 1997 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
Financial Corporation since 1981 and is also a director of the corporate general
partners of various affiliated public limited partnerships.
Meetings And Committees Of The Board Of Directors
During 1995, the Board of Directors held nine 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
annually 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, 1995.
The members of the Compensation Committee are Dr. Carl E. B. McKenry, Jr. and
Earl Pertnoy. The Compensation Committee held two meeting during 1995. 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 the 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 51 President, Chairman of the Board, Director
Glen R. Gilbert 51 Senior Vice President, Chief Financial Officer
and Secretary
The following persons are executive officers of the BFC Financial Corporation's
principal subsidiary, BBC. Positions indicated are those held at BBC.
Name Age Position at BBC
---- --- ---------------
Alan B. Levan 51 Director, Chairman of the Board and
Chief Executive Officer
John E. Abdo 53 Director, Vice Chairman of the Board
John P. O' Neill 46 Director, President
Frank V. Grieco 52 Director, Senior Executive Vice President
Jasper Eanes 51 Executive Vice President, Chief Financial Officer
All such officers will serve until they resign or are replaced by the Board of
Directors.
Background Of Executive Officers
ALAN B. LEVAN - See "Election Of Directors".
GLEN R. GILBERT has been Senior Vice President of BFC Financial Corporation
since January 1984. In May 1987, he was appointed Chief Financial Officer and in
October 1988, was appointed Secretary. He joined the Company in November 1980 as
Vice President and Chief Accountant. He has been a certified public accountant
since 1970. He serves as an officer of Florida Partners Corporation and of the
corporate general partners of various affiliated public limited partnerships.
The principal occupation and certain other information with respect to the
executive officers of BBC is set forth below.
ALAN B. LEVAN - See "Election Of Directors".
JOHN E. ABDO - See "Election Of Directors".
JASPER R. EANES joined BankAtlantic in January 1989 as Senior Vice President,
Director of Internal Auditing and became Executive Vice President, Chief
Financial Officer in August 1989. In 1994, he became Executive Vice President,
Chief Financial Officer of BBC.
FRANK V. GRIECO joined BankAtlantic in April 1991 as a Director and Senior
Executive Vice President.. In 1994, he became a Director, Senior Executive Vice
President and Secretary of BBC.
JOHN P. O'NEILL joined BankAtlantic in March 1986 as Vice President and Manager
of Branch Sales and Administration. He became Senior Vice President, Community
Banking in December 1986 and Executive Vice President, Retail Banking in June
1988. He was elected President in July 1991 and became a Director in August
1991, filling a vacancy on the Board. In 1994, he became a Director and
President of BBC.
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 BBC
and its subsidiaries, for services rendered in all capacities during the year
ended December 31, 1995 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.
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Restricted Stock All
Annual Stock Options Other
Name and Compen- Awards(s) Awarded LTIP Compen-
Principal Position Year Salary Bonus sation ($) (#) Payouts sation(2)
- ------------------------ ---- ------ ----- ------ --------- ------- ------- ---------
Alan B. Levan(1) 1995 $ 315,000 180,500 - - 100,000 1,634 92,709
Chairman of the Board, 1994 300,577 5,769 9,647 - 100,000 436 158,601
President and Chief 1993 301,154 11,538 15,397 - - 431 29,997
Executive Officer
Glen R. Gilbert 1995 199,827 16,066 - - 10,000 1,634 -
Senior Vice President, 1994 190,676 3,660 - - 15,000 436 -
Chief Financial Officer 1993 191,164 7,320 - - - 431 -
and Secretary
- ----------
(1) Excludes salary, bonuses and other compensation, respectively, paid by
BankAtlantic in the amount of $313,080, $0 and $900 for 1995; $294,965,
$151,050 and $2,212 for 1994; and $263,853, $101,517 and $946 for 1993.
(2) Represents reimbursements or payments for life and disability insurance.
The foregoing table includes only executive officers of BFC and does not include
executive officers of BBC or its subsidiaries. Other than Alan B. Levan,
executive officers of BBC and BankAtlantic do not have significant executive
responsibilities with respect to key policy decisions of BFC. Further, such
persons are not employees of BFC.
Options/SAR Grants Table
The following table sets forth information concerning individual grants of stock
options pursuant to BFC's Stock Option Plan during the year ended December 31,
1995 to each of the named executive officers. BFC has not granted and does not
currently grant stock appreciation rights.
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term (2)
- -------------------------------------------------------------------------- -----------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted(1) Fiscal Year ($/Share) Date 5% ($) 10% ($)
- ------------------- ---------- ----------- --------- ----------- ------ -------
Alan B. Levan 100,000 48% 4.67 2/07/05 294,006 745,073
Glen R. Gilbert 10,000 5% 4.25 2/07/05 26,727 67,733
- ----------
(1) Options vest 1/3 on February 7, 1995, 1/3 on February 7, 1996 and 1/3 on
February 7, 1997.
(2) Amounts for the named executive have been calculated by multiplying the
year end stock price by the annual appreciation rate shown (compounded for
the remaining term of the options), subtracting the exercise price per
share and multiplying the gain per share by the number of shares covered by
the grant. The dollar amounts under these columns are the result of
calculations based upon assumed rates of annual compounded stock price
appreciation specified by regulation and are not intended to forecast
actual future appreciation rates of BFC's stock prices.
Aggregated Option/SAR Exercises And Fiscal Year End Option/SAR Value Table
The following table sets forth as to each of the named executive officers
information with respect to the number of shares of Common Stock underlying
unexercised options at December 31, 1995. There were no shares acquired upon
exercise of options during 1995. BFC has not granted and does not currently
grant stock appreciation rights.
Number of securities Value of Unexercised
Underlying Unexercised In-the-Money
Options Options
Shares at December 31, 1995 (#) at December 31, 1995 ($)(1)
Acquired Value --------------------------- ---------------------------
Name on Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- -------------- ------------ ----------- ------------- ----------- -------------
Alan B. Levan - - 99,999 100,001 320,412 329,586
Glen R. Gilbert - - 13,333 11,667 48,332 43,229
- ----------
(1) Based upon the average of the last bid and the last ask as reported by
the National Quotation Bureau for the last trading day of 1995 which
was $8.0625.
Long-Term Incentive Plan ("LTIP") Awards Table
BFC has made available a profit-sharing plan to all employees (other than BBC
employees) who meet certain minimum requirements. BFC is not required to make
any contribution and the amount of BFC's contribution is determined each year by
the Board of Directors. It requires a uniform allocation to each employee of 0%
to 15% of compensation (maximum compensation considered is $50,000). Vesting is
in increments over a 7-year period to 100%. Alan B. Levan and Glen R. Gilbert
are 100% vested.
Estimated Future Payouts
Under Non-Stock
Price-Based Plans
Performance Period ------------------------
Amount of Until Maturation Threshold, Target
Name Award or Payment and Maximum
---- ----- ---------- -----------
Alan B. Levan $ 1,634 1995 $72,455
Glen R. Gilbert $ 1,634 1995 $56,001
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 Total Return Index for the NASDAQ
Stock Market (U.S. companies) and Total Return Index for the NASDAQ Financial
Stocks:
Five Year Performance Comparison
[GRAPHIC OMITTED]
12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
-------- -------- -------- -------- -------- --------
BFC Financial Corporation 100 50 145 327 309 586
Nasdaq Stock Market 100 161 187 215 210 296
Nasdaq Financial Stocks 100 155 221 257 258 376
- ----------
*Assumes $100 invested on December 31, 1990.
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 held two meetings to
consider the appropriate compensation package to recommend to the Board of
Directors for the Chairman, President and Chief Executive Officer, Alan B.
Levan. From these meetings 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 subsidiaries as it shifted its activities from
those of a traditional thrift to those more closely related to commercial
banking.
General - During 1995 base salaries for all executives, including the CEO, were
adjusted through base salary and bonuses to the 1990 and 1991 levels. In setting
base compensation, market compensation levels and trends in the labor market
were observed. Market information was used as a frame of reference for annual
salary adjustments.
Stock Options - Stock options were granted to executive officers in 1995. All of
the stock options granted were granted with an exercise price equal to at least
100% of the market values of the BFC Financial Corporation Common Stock on the
date of the grant. As such, the stock options only have value if the value of
BFC Financial Corporation 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 dependence on stock options for a portion
of executive compensation more 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 reviewed and considered the following specific factors and
their value to the corporation and its shareholders:
Mr. Levan successfully guided the corporation through a difficult
period of extensive and protracted litigation;
Mr. Levan has directed the corporation into new and diverse areas of
commercial development and investment, building on its strength and
experience in the field of real estate related activity; and
During the 1994-1995 time period BFC Financial Corporation's net
worth, earnings and stock price have increased significantly.
The Committee also considered that Mr. Levan spends considerable effort and
attention in connection with the operations of BankAtlantic. The superior
performance of 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 BFC's current executive compensation program.
The above report was submitted by Earl Pertnoy and Carl E. B. McKenry.
Certain Relationships And Related Transactions
Transactions With Management And Others
During the year ended December 31, 1995, BFC provided the following services for
and received reimbursements from the entities indicated, for the amounts
indicated:
Amount of Fee
or (Payment)
Name and Relationship to BFC Transaction or (Accrual)
---------------------------- ----------- ------------
I.R.E. Pension Investors, Ltd. Property management $ 81,934
(Managing General Partner is Administrative and
subsidiary of BFC) accounting services $ 41,424
Certain Business Relationships
Alan B. Levan, the President and a director of BFC, is also President and a
director of I.R.E. Properties, Inc., I.R.E. Realty Advisory Group, Inc., I.R.E.
Realty Advisors, Inc. and Florida Partners Corporation. Mr. Levan is also
Chairman of the Board and Chief Executive Officer of BBC and BankAtlantic. Mr.
Levan is also a shareholder of I.R.E. Properties, Inc. and I.R.E. Advisors, Inc.
and may be deemed a controlling shareholder of BFC. Mr. Levan, Earl Pertnoy and
Carl McKenry serve on the Board of Directors of managing general partners of
affiliated public limited partnerships. John E. Abdo, a director of BFC, is Vice
Chairman of the Board of BBC and BankAtlantic.
Management believes that all transactions between BFC and its affiliates were on
terms at least as favorable as could have been obtained from unaffiliated third
parties.
In 1994, the Company agreed to participate in certain real estate opportunities
with John E. Abdo, Vice Chairman of the Board, and certain of his affiliates
(the "Abdo Group"). Under the arrangement, the Company and the Abdo Group will
share equally in profits after any profit participation due to any other
partners in the ventures and after a priority return in favor of the Company.
The Company bears the risk of loss, if any, under the arrangement. On such
basis, the Company acquired interests in three properties. In June 1994, an
entity controlled by the Company acquired from an independent third party 23.7
acres of unimproved land known as the "Cypress Creek" property located in Fort
Lauderdale, Florida. In March 1996, the Cypress Creek property was sold to an
unaffiliated third party for $9.7 million. In connection therewith, the Abdo
Group received approximately $2.9 million as their share of the profit from the
transaction. In December 1994, an entity controlled by the Company acquired from
an unaffiliated seller 60.1 acres of unimproved land known as the "Centerport"
property in Pompano Beach, Florida. A previously disclosed agreement to sell the
Centerport property was terminated during the third quarter of 1995 in
accordance with its terms and the property now serves as partial collateral for
an $8.08 million loan to the Company from an unaffiliated lender. Lastly, in May
1995, an entity controlled by the Company contracted to acquire the Regency Golf
and Beach Club at Palm-Aire in Pompano Beach, Florida (the "Regency"). The
Regency is an existing rental apartment complex having 288 apartment suites. The
acquisition is expected to close during September 1996 and it is currently
anticipated that the Company will seek other partners in connection with the
acquisition of the property.
Stockholder Approval of Amendment to
BFC Financial Corporation Stock Option Plan
Description Of The BFC Financial Corporation Stock Option Plan
The BFC Financial Corporation Stock Option Plan (the "Plan") was established by
the Company in 1993 to provide the Company with an effective means to compensate
and motivate employees of the Company. The Plan is designed to comply with the
requirements of Section 16(b) of the Securities Exchange Act of 1934, and was
adopted in 1993 and amended in its current form by the stockholders of the
Company in September 1994.
Shares Subject To The Plan
A maximum of 500,000 shares of Common Stock were issuable under the Plan, and as
of June 30, 1996, 65,000 shares remained available for issuance under the Plan.
Additional shares may become available for issuance under the Plan, however, to
the extent any granted stock options expire or become unexercisable for any
reason without having been exercised in full.
Administration
The Plan provides that it will be administered by a Committee appointed by the
Board of Directors of the Company. The Committee shall consist of not less than
two members of the Board of Directors, each of whom will be a disinterested
person as defined in Rule 16b-3 and an "outside director" as defined for
purposes of Section 162(m) of the code. The Committee has the authority, in its
discretion to (i) select grantees, (ii) determine the nature, amount, time and
manner of issuance of awards made under the Plan and the terms and conditions
applicable thereto, (iii) interpret the Plan and (iv) make all other
determinations deemed necessary or advisable for the administration of the Plan.
Messrs. McKenry and Pertnoy serve as the Committee for administration of the
Plan.
Participation
Incentive stock options may be granted only to employees. Nonqualified stock
options may be granted to employees as well as Directors, independent
contractors and agents, as determined by the Committee. Any person who has been
granted an option may, if he is otherwise eligible, be granted an additional
option or options. Subject to Section 12 of the Plan, the maximum number of
shares with respect to which options may be granted under the Plan to any
employee in any calendar year is 100,000 shares.
Options
Stock options will be exercisable at such time following the date of grant as
may be determined by the Committee administering the Plan. The option price may
not be less than 100% of the fair market value of the Common Stock on the date
the option is granted. In order to exercise an option, in whole or in part, the
grantee must give written notice to the Company's Secretary accompanied by full
payment in cash, check, promissory note or, if the grantee elects, with the
approval of the Committee, in shares of Common Stock having a fair market value
on the date of exercise equal to the purchase price, or a combination of the
foregoing. As noted above, the Plan provides for the delivery of shares of
already owned Common Stock as payment of the option price. Accordingly, if the
shares owned by an option holder have a market value greater than the exercise
price of the option, the owner may exchange the shares held by him for a larger
number of lower priced option shares by applying the market value determined by
the Committee of the shares owned by him towards payment of the option price.
Stock options shall in all cases terminate and will not be exercisable after the
expiration of the term of the option and may, except in certain circumstances,
only be exercised if the grantee at the time of exercise is an employee of the
Company or a subsidiary. In the case of termination, the option shall be
exercisable for a period of thirty days unless termination is as a consequence
of physical or mental disability in which case the option may be exercised for a
period of up to twelve months after termination. Further, in the event of an
employee's death, the option may be exercised for twelve months following
termination of employment. If death occurs within thirty days following
termination, the option may be exercised for up to three months following death.
The Plan states that the Committee may provide for the immediate exercise of any
unvested stock options in the event of a tender offer or exchange offer for the
Company's Common Stock.
Federal Income Tax Consequences
Incentive Stock Options. The grant of an incentive stock option has no immediate
tax consequences to the optionee or to the Company. The exercise of an incentive
stock option generally has no immediate tax consequences to the optionee (except
to the extent it is an adjustment in computing alternative minimum taxable
income) or to the Company. If an optionee holds the shares acquired pursuant to
the exercise of an incentive stock option for the required holding period, the
optionee generally recognizes long-term capital gain or loss upon a subsequent
sale of the shares in the amount of the difference between the amount realized
upon sale and the exercise price of shares. In such a case, the Company is not
entitled to a deduction in connection with the grant or exercise of the
incentive stock option or the sale of shares acquired pursuant to such exercise.
If, however, an optionee disposes of the shares prior to the expiration of the
required holding period, the optionee recognizes ordinary income equal to the
excess of the fair market value of the shares on the date of exercise (or the
proceeds of disposition, if less) over the exercise price, and the Company is
entitled to a corresponding deduction if applicable withholding requirements are
satisfied. The required holding period is two years from the date of grant and
one year after the date of issuance of the shares. The tax basis of the shares
received upon exercise will be equal to the amount paid as the exercise price
plus the amount, if any, included in gross income as compensation income.
Non-qualified options. The grant of non-qualified stock options has no immediate
tax consequences to the optionee or the Company. Upon the exercise of the
non-qualified stock option, the optionee recognizes ordinary income in the
amount equal to the excess of the fair market value of the shares on the date of
exercise over the exercise price, and the Company is entitled to a corresponding
deduction if applicable withholding requirements are satisfied. The optionee's
tax basis in the shares will be equal to the exercise price plus the amount of
ordinary income recognized by the optionee, and the optionee's holding period
will commence on the date the shares are received. Upon a subsequent sale of the
shares, any difference between the optionee's tax basis in the shares and the
amount realized on the sale is treated as long-term or short-term capital gain
or loss, depending on the holding period of the shares and assuming the shares
are held as capital assets.
Options Granted Under The Plan
As of June 30, 1996, options to purchase 364,998 shares of Common Stock were
outstanding and exercisable at exercise prices ranging from $4.25 per share to
$4.95 per share (in each case equal to or in excess of the fair market value of
the Common Stock as of the dates of grant). As of June 30, 1996, 65,000 shares
of Common Stock remained eligible for grant under the Plan. As of May 31, 1996,
the market value of the Common Stock was $9.125 bid, $9.50 asked, as reported by
the National Quotation Bureau, Incorporated.
The table below indicates, as of June 30, 1996, the aggregate number of options
granted under the Plan since its inception to the persons and groups indicated,
and the number of outstanding options held by such persons and groups as of such
date.
Name of Individual Position with Options Options
or Group BFC Financial Corporation Granted Outstanding
- -------------------- ------------------------------ -------- -----------
John E. Abdo Director, Vice Chairman 200,000 200,000
of the Board
Glen R. Gilbert Senior Vice President, Chief 25,000 25,000
Financial Officer, Secretary
Alan B. Levan President, Chairman of the 200,000 200,000
Board, Director
Carl E.B. McKenry Director 5,000 5,000
Earl Pertnoy Director 5,000 5,000
- --------
All current executive officers 425,000 425,000
All current directors who
are not executive officers 10,000 10,000
All employees, other than
executive officers - -
Amendment To The Plan
On July 9, 1996, the Board of Directors unanimously approved, subject to the
approval of the Company's stockholders, an amendment to the Plan to increase the
number of shares issuable pursuant to the Plan from 500,000 shares to 750,000
shares. A copy of the entire text of BFC Financial Corporation's Stock Option
Plan as Amended, marked to indicate the proposed revisions to the Plan, is
attached to this Proxy Statement as Exhibit A. The foregoing summary of the Plan
and principal provisions of the Proposed amendment are subject in all respects
to the attached full text of the proposed revised Plan.
The purpose of increasing the number of shares available for issuance under the
Plan is to ensure that the Company will continue to be able to grant options as
incentives to and compensation for those individuals upon whose efforts the
Company relies for the continued success and development of its business.
General
The affirmative vote of a majority of the shares, represented in person or by
proxy, cast at the Annual Stockholders' Meeting is required to approve the
proposal to amend the Plan. The Board of Directors believes that the Company's
interests will be served by adopting the proposed amendment to the Plan, to
increase the number of shares available for issuance under the Plan.
The Board of Directors recommends that stockholders vote FOR the proposal.
Unless a contrary direction is given, the persons named as proxy-holders intend
to vote FOR the proposal to amend the Plan.
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 1997 Annual Meeting must
be received by BFC Financial Corporation no later than June 1, 1997, 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
August 5, 1996.
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
Secretary
August 5, 1996
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.
MARKED TO INDICATE CHANGES IF THE PROPOSED AMENDMENT IS ADOPTED
DELETED TEXT IS ENCLOSED BY ['S AND ]'S
ADDED TEXT IS ENCLOSED BY ++'S AND ++'S
EXHIBIT A
BFC FINANCIAL CORPORATION STOCK OPTION PLAN
1. PURPOSES. The purposes of this Stock Option Plan (the "Plan") are to attract
and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees of the Company
or its Subsidiaries (as defined in Section 2 below) as well as other individuals
who perform services for the Company and its Subsidiaries, and to promote the
success of the Company's business. Options granted hereunder may be either
"Incentive Stock Options", or "Nonqualified Stock Options", at the discretion of
the Committee and as reflected in the terms of the written option agreement.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(b) "Common Stock" shall mean the Common Stock of the Company.
(c) "Company" shall mean BFC Financial Corporation, a Florida corporation.
(d) "Committee" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan.
(e) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous
Status as an Employee shall not be considered interrupted in the case
of sick leave, military leave, or any other leave of absence approved
by the Board of Directors of the Company or the Committee.
(f) "Employee" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient
to constitute "employment" by the Company.
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(h) "Incentive Stock Option" shall mean a stock option intended to qualify
as an incentive stock option within the meaning of Section 422 of the
Code.
(i) "Nonqualified Stock Option" shall mean a stock option not intended to
qualify as an Incentive Stock Option.
(j) "Option" shall mean a stock option granted pursuant to the Plan.
(k) "Optioned Stock" shall mean the Common Stock subject to an Option.
(l) "Optionee" shall mean an Employee or other person who receives an
Option.
(m) "Parent" shall mean a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(n) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Exchange Act or any successor rule.
(o) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.
(p) "Subsidiary" shall mean a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Code.
3. STOCK. Subject to the provisions of Section 12 of the Plan, the maximum
aggregate number of shares which may be Optioned and sold under the Plan is
++Seven Hundred Fifty Thousand (750,000)++ [Five Hundred Thousand (500,000)]
shares of authorized, but unissued, or reserved $.01 par value Common Stock. If
an Option should expire or become unexercisable for any reason without having
been exercised in full, the unpurchased Shares which were subject thereto shall,
unless the Plan shall have been terminated, become available for further grant
under the Plan.
4. ADMINISTRATION.
(a) Procedure. The Plan shall be administered by a Committee appointed
by the Company's Board of Directors. The Committee shall consist of not less
than two members of the Board of Directors, each of whom will be a
"disinterested person" as defined in Rule 16b-3 and an "outside director" as
defined for purposes of Section 162(m) of the Code. Once appointed, the
Committee shall continue to serve until otherwise directed by the Board of
Directors. From time to time the Board of Directors may increase the size of the
Committee and appoint additional members thereof, remove members (with or
without cause), and appoint new members in substitution therefor, and fill
vacancies however caused; provided, however, that at no time shall a Committee
of less that two (2) members of the Board of Directors administer the Plan, and
provided, further, that all members of the Committee must be "disinterested
persons" as defined in Rule 16b-3 and an "outside director" as defined for
purposes of Section 162(m) of the Code.
(b) Powers of the Committee. Subject to the provisions of the Plan,
including, without limitation, Section 6 of the Plan, the Committee shall have
the authority, in its discretion: (i) to grant Incentive Stock Options, in
accordance with Section 422 of the Code, or to grant Nonqualified Stock Options;
(ii) to determine, upon review of relevant information and in accordance with
Section 9(b) of the Plan, the fair market value of the Common Stock; (iii) to
determine the exercise price per Share of Options to be granted which exercise
price shall be determined in accordance with Section 9(a) of the Plan; (iv) to
determine the persons to whom, and the time or times at which, Options shall be
granted and the number of Shares to be represented by each Option; (v) to
interpret the Plan; (vi) to prescribe, amend and rescind rules and regulations
relating to the Plan; (vii) to determine the terms and provisions of each Option
granted (which need not be identical) and, with the consent of the holder
thereof, modify or amend each Option; (viii) to accelerate or defer (with the
consent of the Optionee) the exercise date of any Option; (ix) to authorize any
person to execute on behalf of the Company any instrument required to effectuate
the grant of an Option previously granted by the Committee; and (x) to make all
other determinations deemed necessary or advisable for the administration of the
Plan.
(c) Effect of the Committee's Decision. All decisions, determinations
and interpretations of the Committee shall be final and binding on all Optionees
and any other holders of any Options granted under the Plan.
5. ELIGIBILITY. Incentive Stock Options may be granted only to Employees.
Nonqualified Stock Options may be granted to Employees as well as Directors (in
accordance with the provisions of Section 6 of the Plan), independent
contractors and agents, as determined by the Committee. Any person who has been
granted an Option may, if he is otherwise eligible, be granted an additional
Option or Options. Subject to the provisions of Section 12 of the Plan, the
maximum number of Shares with respect to which Options may be granted under the
Plan to any employee in any calendar year is 100,000 Shares.
No Incentive Stock Option may be granted to an Employee if, as the result of
such grant, the aggregate fair market value (determined at the time each Option
is granted) of the Shares with respect to which such Incentive Stock Options are
exercisable for the first time by such Employee during any calendar year (under
all such plans of the Company and any Parent and Subsidiary) shall exceed One
Hundred Thousand Dollars ($100,000).
The Plan shall not confer upon any Optionee any right with respect to
continuation of employment by the Company, nor shall it interfere in any way
with the Optionee's right or the Company's right to terminate the Optionee's
employment at any time.
6. AUTOMATIC GRANT OF OPTION TO NON-EMPLOYEE DIRECTORS. Each person who is a
non-Employee director of the Company on the day following the 1993 Annual
Meeting of Stockholders of the Company shall automatically receive on such date
an Option to acquire 5,000 Shares of the Company's Common Stock. The number of
Shares subject to the Options to be granted under this Section 6, shall be
adjusted in the event of a stock split or payment of a stock dividend in
accordance with the provisions of Section 12 of the Plan as if such Options were
outstanding on the record date with respect to such events, provided, however,
that such adjustment shall not be applicable to any stock split or stock
dividend declared or recommended by the Board of Directors of the Company at or
prior to the 1993 Annual Meeting of Stockholders of the Company. The per Share
exercise price for the Shares to be issued pursuant to Options granted under
this Section 6 shall be as set forth in Section 9 (a)(ii) of the Plan. The
foregoing formula may not be amended more than once every six months other than
to comport with changes in the Code, or the rules thereunder. Non-Employee
directors shall have the right, if they so wish, to decline receipt of any
Options to be granted under this Section 6 of the Plan.
7. TERM OF PLAN. The Plan shall become effective upon the earlier to occur of
(i) its adoption by the Board of Directors, or (ii) its approval by shareholders
as per Section 18 of the Plan. The Plan shall continue in effect until December
31, 2004 unless sooner terminated under Section 14 of the Plan.
8. TERM OF OPTION. The term of each Option shall be ten (10) years from the date
of grant thereof or such shorter term may be provided in the Stock Option
Agreement. However, in the case of an Incentive Stock Option granted to an
Employee who, immediately before the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of grant thereof or
such shorter time as may be provided in such Optionee's Stock Option Agreement.
9. EXERCISE PRICE AND CONSIDERATION.
(a) Price. The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as determined by the
Committee, but shall be subject to the following:
(i) In the case of an Incentive Stock Option which is
(A) granted to an Employee who, immediately before the grant of
such Incentive Stock Option, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary, the per Share exercise price shall be no less than 110% of the fair
market value per Share on the date of grant.
(B) granted to an Employee not within (A), the per Share exercise
price shall be no less than one hundred percent (100%) of the fair market value
per Share on the date of grant.
(ii) In the case of a Nonqualified Stock Option, the per Share exercise
price shall be no less than one hundred percent (100%) of the fair market value
per Share on the date of grant and, with respect to Options granted to
non-Employee directors as provided in Section 6 of the Plan, shall be equal to
one hundred percent (100%) of the fair market value per Share on the date of the
grant.
(b) Determination of Fair Market Value. The fair market value shall be
determined by the Committee in its discretion; provided, however, that where
there is a public market for the Common Stock, the fair market value per Share
shall be the mean of the bid and asked prices or, if applicable, the closing
price of the Common Stock for the date of grant, as reported in the Wall Street
Journal (or, if not so reported, as otherwise reported by the National
Association of Securities Dealers Automated Quotation System) or, in the event
the Common Stock is listed on a stock exchange, the fair market value per Share
shall be the closing price on such exchange on the date of grant of the Option,
as reported in the Wall Street Journal.
(c) Payment. The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by the Committee and may consist entirely of cash, check, promissory note, or
other Shares of Common Stock having a fair market value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option
shall be exercised, or any combination of such methods of payment, or such other
consideration and method of payment for the issuance of Shares to the extent
permitted under Florida Law.
10. EXERCISE OF OPTION.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Committee, including performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of the
Plan. An Option may not be exercised for a fraction of a Share. An Option shall
be deemed to be exercised when written notice of such exercise has been given to
the Company in accordance with the terms of the Option by the person entitled to
exercise the Option and full payment for the Shares with respect to which the
Option is exercised has been received by the Company. Full payment may, as
authorized by the Committee, consist of any consideration and method of payment
allowable under Section 9 (c) of the Plan. Until the issuance, which in no event
will be delayed more than thirty (30) days from the date of the exercise of the
Option, (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company) of the stock certificate
evidencing such Shares, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in the Plan. Exercise of an Option in
any manner shall result in a decrease in the number of Shares which thereafter
may be available, both for purposes of the Plan and for sale under the Option,
by the number of Shares as to which the Option is exercised.
(b) Termination of Status as an Employee. If any Employee ceases to
serve as an Employee, he may, but only within thirty (30) days (or such other
period of time not exceeding three (3) months as is determined by the Committee)
after the date he ceases to be an Employee of the Company, exercise his Option
to the extent that he was entitled to exercise it as of the date of such
termination. To the extent that he was not entitled to exercise the Option at
the date of such termination, or if he does not exercise such Option (which he
was entitled to exercise) within the time specified herein, the Option shall
terminate.
(c) Disability of Optionee. Notwithstanding the provisions of Section
10(b) above, in the event an Employee is unable to continue his employment with
the Company as a result of his total and permanent disability (as defined in
Section 22(e)(3) of the Code), he may, but only within three (3) months (or such
other period of time not exceeding twelve (12) months as is determined by the
Committee) from the date of disability, exercise his Option to the extent he was
entitled to exercise it at the date of such disability. To the extent that he
was not entitled to exercise the Option at the date of disability, or if he does
not exercise such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.
(d) Death of Optionee. In the event of the death of an Optionee:
(i) during the term of the Option who is at the time of his death an
Employee of the Company and who shall have been in Continuous Status as an
Employee since the date of grant of the Option, the Option may be exercised, at
any time within twelve (12) months following the date of death, by the
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had the Optionee continued living one (1) month after the
date of death; or
(ii) within thirty (30) days (or such other period of time not
exceeding three (3) months as is determined by the Committee) after the
termination of Continuous Status as an Employee, the Option may be exercised, at
any time within three (3) months following the date of death, by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
of inheritance, but only to the extent of the right to exercise that had accrued
at the date of termination.
11. NON-TRANSFERABILITY OF OPTIONS. The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any
required action by the shareholders of the Company, the number of Shares of
Common Stock covered by each outstanding Option, and the number of Shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the price per Share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued Shares of Common
Stock resulting from a stock split or the payment of a stock dividend with
respect to the Common Stock or any other increase or decrease in the number of
issued Shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of the
Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Committee or the Board of
Directors of the Company, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of Shares of Common Stock subject
to an Option.
In the event of the proposed dissolution or liquidation of the Company, or in
the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Committee or the Board of Directors of
the Company. The Committee or the Board of Directors of the Company may, in the
exercise of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Committee or the Board of Directors of the
Company and give each Optionee the right to exercise his Option as to all or any
part of the Optioned Stock, including Shares as to which the Option would not
otherwise be exercisable.
13. TIME FOR GRANTING OPTIONS. The date of grant of an Option shall, for all
purposes, be the date on which the Committee makes the determination granting
such Option. Notice of the determination shall be given to each Employee to whom
an Option is so granted within a reasonable time after the date of such grant.
14. AMENDMENT AND TERMINATION OF THE PLAN.
(a) Committee Action; Stockholders' Approval. Subject to the
limitations set forth in Section 6 of the Plan, the Committee may amend or
terminate the Plan from time to time in such respects as the Committee may deem
advisable; provided that the following revisions or amendments shall require
approval of the holders of a majority of the outstanding shares of the Company
entitled to vote: (i) any increase in the number of Shares subject to the Plan,
other than in connection with an adjustment under Section 12 of the Plan; (ii)
any change in the designation of the class of persons eligible to be granted
options; (iii) any increase in the maximum number of Shares with respect to
which Options may be granted to an Employee; or (iv) any material increase in
the benefits accruing to participants under the Plan.
(b) Shareholder Approval. If any amendment requiring shareholder
approval under Section 14(a) of the Plan is made, such shareholder approval
shall be solicited as described in Section 18 of the Plan.
(c) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Committee, which agreement must be in writing and signed by the Optionee and
the Company.
15. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.
As a condition to the exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.
16. RESERVATION OF SHARES. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. Inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
17. OPTION AGREEMENT. Options shall be evidenced by written Option Agreements in
such form as the Board of Directors of the Company or the Committee shall
approve.
18. SHAREHOLDER APPROVAL. Continuance of the Plan shall be subject to approval
by the shareholders of the Company within twelve months before or after the date
the Plan is adopted. If such shareholder approval is obtained at a duly held
shareholders' meeting, it may be obtained by the affirmative vote of the holders
of a majority of the outstanding shares of the Company present or represented
and entitled to vote thereon. The approval of such shareholders of the Company
shall be: (1) solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder, or (2)
solicited after the Company has furnished in writing to the holders entitled to
vote substantially the same information concerning the Plan as that which would
be required by the rules and regulations in effect under Section 14(a) of the
Exchange Act at the time such information is furnished. If such shareholder
approval is obtained by written consent in the absence of a shareholders'
meeting, it must be obtained by the written consent of all shareholders of the
Company who would have been entitled to cast the minimum number of votes which
would be necessary to authorize such action at a meeting at which all
shareholders entitled to vote thereon were present and voting.
19. MISCELLANEOUS PROVISIONS. An Optionee shall have no rights as a shareholder
with respect to any Shares covered by his Option until the date of the issuance
of a stock certificate to him for such Shares.
20. OTHER PROVISIONS. The Stock Option Agreement authorized under the Plan may
contain such other provisions, including, without limitation, restrictions upon
the exercise of the Option, as the Board of Directors of the Company or the
Committee shall deem advisable. Any Incentive Stock Option Agreement shall
contain such limitations and restrictions upon the exercise of the Incentive
Stock Option as shall be necessary in order that such Option will be an
Incentive Stock Option as defined in Section 422 of the Code.
21. INDEMNIFICATION OF COMMITTEE MEMBERS. In addition to such other rights of
indemnification they may have as Directors, the members of the Committee shall
be indemnified by the Company against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any Option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Company) or paid by them in satisfaction of a judgment in any such action, suit
or proceeding, except in relation to matters as to which it shall be adjudged in
such action, suit or proceeding that such Committee member is liable for
negligence or misconduct in the performance of his duties; provided that within
60 days after institution of any such action, suit or proceeding a Committee
member shall in writing offer the Company the opportunity, at its own expense,
to handle and defend the same.
22. APPLICATION OF FUNDS. The proceeds received by the Company from the sale of
Common Stock pursuant to the exercise of Options will be used for general
corporate purposes.
23. NO OBLIGATION TO EXERCISE OPTION. The granting of an Option shall impose no
obligation upon the Optionee to exercise such Option.
24. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect any
other stock option or incentive or other compensation Plans in effect for the
Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees
and directors of the Company or any Subsidiary.
25. SINGULAR, PLURAL; GENDER. Whenever used herein, nouns in the singular shall
include the plural, and the masculine pronoun shall include the feminine gender.
26. HEADINGS, ETC. NO PART OF PLAN. Headings of Articles and Sections hereof are
inserted for convenience and reference; they constitute no part of the Plan.
[Dated: September 28, 1994]
++Dated: August 29, 1996++
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,
and either of them, the undersigned's proxies, with full power of substitution,
to vote all of the shares of 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 in the Lobby Conference Room,
at 1750 East Sunrise Boulevard, Fort Lauderdale, Florida 33304 at 9:30 a.m.
(Eastern Daylight Time) on August 29, 1996, and at any adjournment or
postponement thereof, as hereinafter specified upon the proposals listed below
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.
(Continued, and to be signed and dated on the other side.)
Election of two directors to serve three year terms to expire in 1999. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE FOR BOTH NOMINEES NAMED BELOW:
Nominees: Earl Pertnoy and John E. Abdo
FOR both nominees WITHHOLD AUTHORITY
listed above to vote for both
nominees listed above.
[ ] [ ]
INSTRUCTION: To withhold authority to vote for either nominee, enter the name of
such nominee in the blank space below:
If no specification is made, such shares shall be voted FOR the election of each
of the nominees as director.
Adoption of Amendments to the BFC Financial Corporation Stock Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF AN AMENDMENT TO THE
BFC FINANCIAL CORPORATION STOCK OPTION PLAN.
FOR approval of AGAINST approval of
an amendment to the an amendment to the
BFC Financial Corporation BFC Financial Corporation
Stock Option Plan Stock Option Plan
[ ] [ ]
If no specification is made, such shares shall be voted FOR the adoption of the
Stock Option Plan.
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:______________, 1996
--------------------------
(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.