0001193125-14-110077.txt : 20140321 0001193125-14-110077.hdr.sgml : 20140321 20140321142833 ACCESSION NUMBER: 0001193125-14-110077 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20140321 DATE AS OF CHANGE: 20140321 GROUP MEMBERS: FLORIDA PARTNERS CORP (I.R.S. NO. 59-2354501) GROUP MEMBERS: LEVAN BFC STOCK PARTNERS LP (I.R.S. NO. 20-4185196) SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BFC FINANCIAL CORP CENTRAL INDEX KEY: 0000315858 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 592022148 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35417 FILM NUMBER: 14709736 BUSINESS ADDRESS: STREET 1: 401 EAST LAS OLAS BLVD STREET 2: SUITE 800 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 954-940-4900 MAIL ADDRESS: STREET 1: P.O. BOX 39000 CITY: FORT LAUDERDALE STATE: FL ZIP: 33303 FORMER COMPANY: FORMER CONFORMED NAME: BANKATLANTIC FINANCIAL CORP DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: IRE FINANCIAL CORP DATE OF NAME CHANGE: 19880401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Levan Partners LLC CENTRAL INDEX KEY: 0001595392 IRS NUMBER: 464117885 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 401 EAST LAS OLAS BOULEVARD STREET 2: SUITE 800 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9549404900 MAIL ADDRESS: STREET 1: 401 EAST LAS OLAS BOULEVARD STREET 2: SUITE 800 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 SC 13D/A 1 d697273dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

BFC Financial Corporation

(Name of Issuer)

Class A Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

055384200

(CUSIP Number)

Alan B. Levan

401 E. Las Olas Blvd., Suite 800

Fort Lauderdale, Florida 33301

(954) 940-4900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 18, 2014

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 055384200  

 

  1.   

Names of reporting persons

 

Levan Partners LLC (I.R.S. No. 46-4117885)

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    Not Applicable

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

    Florida

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7.    

Sole voting power

 

    6,633,230(1)

     8.   

Shared voting power

 

    0

     9.   

Sole dispositive power

 

    6,633,230(1)

   10.   

Shared dispositive power

 

    0

11.  

Aggregate amount beneficially owned by each reporting person

 

    6,633,230 (1)

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    9.2%

14.  

Type of reporting person (see instructions)

 

    OO

 

(1) Includes 707,882 shares of BFC’s Class B Common Stock held by Levan Partners LLC. Shares of BFC’s Class B Common Stock are convertible at any time at the holder’s discretion into shares of BFC’s Class A Common Stock on a share-for-share basis.

CUSIP No. 055384200  

 

  1.   

Names of reporting persons

 

Florida Partners Corporation (I.R.S. No. 59-2354501)

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    Not Applicable

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

    Florida

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7.    

Sole voting power

 

    1,403,608(1)

     8.   

Shared voting power

 

    0

     9.   

Sole dispositive power

 

    1,403,608(1)

   10.   

Shared dispositive power

 

    0

11.  

Aggregate amount beneficially owned by each reporting person

 

    1,403,608(1)

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    2.0%

14.  

Type of reporting person (see instructions)

 

    CO

 

(1) Includes 133,314 shares of BFC’s Class B Common Stock held by Florida Partners Corporation. Shares of BFC’s Class B Common Stock are convertible at any time at the holder’s discretion into shares of BFC’s Class A Common Stock on a share-for-share basis.

CUSIP No. 055384200  

 

  1.   

Names of reporting persons

 

Levan BFC Stock Partners LP (I.R.S. No. 20-4185196)

  2.  

Check the appropriate box if a member of a group (see instructions)

(a)  x        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Source of funds (see instructions)

 

    Not Applicable

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨

 

  6.  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

 

      7.    

Sole voting power

 

    2,019,456(1)

     8.   

Shared voting power

 

    0

     9.   

Sole dispositive power

 

    2,019,456(1)

   10.   

Shared dispositive power

 

    0

11.  

Aggregate amount beneficially owned by each reporting person

 

    2,019,456(1)

12.  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)    ¨

 

13.  

Percent of class represented by amount in Row (11)

 

    2.8%

14.  

Type of reporting person (see instructions)

 

    PN

 

(1) Represents shares of BFC’s Class B Common Stock held by Levan BFC Stock Partners LP. Shares of BFC’s Class B Common Stock are convertible at any time at the holder’s discretion into shares of BFC’s Class A Common Stock on a share-for-share basis.

Amendment to Schedule 13D

This Amendment to Schedule 13D (this “Amendment”) is being filed by the above-referenced reporting persons (the “Reporting Persons”) to amend the Amended and Restated Schedule 13D filed on December 14, 2007 (the “2007 Schedule 13D”), relating to the Class A Common Stock, par value $0.01 per share, of BFC Financial Corporation, a Florida corporation (“BFC”).

BFC’s principal executive offices are located at 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301.

Item 2. Identity and Background

I.R.E. Properties, Inc. (“I.R.E. Properties”) and Levan Enterprises, Ltd. (“Levan Enterprises”), former members of the group of Reporting Persons, have been liquidated and dissolved, and their respective assets, which in the case of I.R.E. Properties included 4,662,929 shares of BFC’s Class A Common Stock and 561,017 shares of BFC’s Class B Common Stock, and in the case of Levan Enterprises included 1,262,419 shares of BFC’s Class A Common Stock and 146,865 shares of BFC’s Class B Common Stock, were transferred to Levan Partners LLC (“Levan Partners”). As a result, Levan Partners is added as a Reporting Person in this Amendment, and I.R.E. Properties and Levan Enterprises are removed as Reporting Persons. In addition, Levan BFC Stock Partners LP (“Levan BFC Stock Partners”) is being added as a Reporting Person in this Amendment.

Levan Partners is a Florida limited liability company. Its principal executive office is located at 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301. Levan Partners has no operations and its assets include its direct or indirect ownership of securities of BFC and BBX Capital Corporation (“BBX Capital”), in which BFC has an approximately 52% economic interest and 72% voting interest. Alan B. Levan may be deemed to be the controlling person of Levan Partners, and he serves as a Manager of Levan Partners along with Jarett S. Levan and Susie C. Levan. Levan Partners does not have any officers as of the date of this Amendment. During the last five years, Levan Partners (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Levan BFC Stock Partners is a Delaware limited partnership of which Levan Management LLC (“Levan Management”), a Delaware limited liability company, is the sole general partner. A trust controlled by Alan B. Levan is the sole member of Levan Management. Mr. Alan Levan is the sole executive officer of Levan Management. Levan BFC Stock Partners and Levan Management have no operations and their sole assets are their direct or indirect ownership of shares of BFC’s Class B Common Stock. The principal executive offices of Levan BFC Stock Partners and Levan Management are located at 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301. During the last five years, neither Levan BFC Stock Partners or Levan Management (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is

subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Alan Levan is the Chairman, Chief Executive Officer and President of BFC, the Chairman and Chief Executive Officer of BBX Capital, and he may be deemed to control BFC and BBX Capital by virtue of his ownership interest in BFC’s Class A Common Stock and Class B Common Stock. Additional information regarding Mr. Alan Levan is set forth in the 2007 Schedule 13D.

Jarett S. Levan serves as Executive Vice President and as a director of BFC. Mr. Jarett Levan also serves as the President and as a director of BBX Capital. Susie C. Levan is a private investor. The address of each of Mr. Jarett Levan and Ms. Susie Levan is 401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida 33301. During the last five years, neither Mr. Jarett Levan nor Ms. Susie Levan (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of Mr. Jarett Levan and Ms. Susie Levan is a United States citizen. Mr. Jarett Levan is Mr. Alan Levan’s son. Ms. Susie Levan is Mr. Alan Levan’s wife.

Item 4: Purpose of Transaction

On March 18, 2014, Alan Levan and Levan Partners entered into Rule 10b5-1 Trading Plans with Stifel, Nicolaus & Company, Incorporated for the purpose of selling certain shares of BFC’s Class A Common Stock owned by them. The plans provide for the sale by Mr. Alan Levan and Levan Partners of up to 57,672 shares and 850,000 shares, respectively, in each case during a specified term and at sales prices at least equal to a minimum specified price per share. It is intended that the Rule 10b5-1 Trading Plans will allow Mr. Alan Levan and Levan Partners to effect sales of BFC’s Class A Common Stock in compliance with applicable securities laws and regulations, including Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), BFC’s insider trading policies, and the rules, policies and procedures of the markets where the transactions are placed. Mr. Alan Levan has indicated that the Rule 10b5-1 Trading Plans were entered into for tax, estate planning and diversification purposes. A form of the Rule 10b5-1 Trading Plans entered into by Mr. Alan Levan and Levan Partners is filed as Exhibit 2 hereto (without the pricing information and schedules and exhibits to the plans).

Item 5. Interest in Securities of the Issuer

The Reporting Persons, Mr. Alan Levan, Mr. Jarett Levan and Ms. Susie Levan beneficially own shares of BFC’s Class A Common Stock as set forth in the table below.

 

Name of Beneficial Owner

    Notes   Class A
Common
Stock
Ownership(1)		      Percent of
Class A
Common
Stock(2)		  

Levan BFC Stock Partners LP

    (1)     2,019,456         2.8  % 

Levan Partners LLC

    (1)     6,633,230         9.2  % 

Florida Partners Corporation

    (1)     1,403,608         2.0 % 

Alan B. Levan

    (1,2,3,4)     14,919,158         19.2  % 

Jarett S. Levan

    (5,6)     256,329              * 

Susie C. Levan

    (5)     12,640              * 

 

* Represents less than 1%.
(1) Includes shares of BFC’s Class B Common Stock beneficially owned by the Reporting Persons and Mr. Alan Levan and Ms. Susie Levan as follows: Levan BFC Stock Partners — 2,019,456 shares; Levan Partners — 707,882 shares; Florida Partners Corporation — 133,314 shares; Mr. Alan Levan — 6,521,228 shares; and Ms. Susie Levan — 1,200 shares. Shares of BFC’s Class B Common Stock are convertible at any time at the holder’s discretion into shares of BFC’s Class A Common Stock on a share-for-share basis. The 6,521,228 shares of BFC’s Class B Common Stock which Mr. Alan Levan may be deemed to beneficially own includes 93,750 shares of BFC’s Class B Common Stock that he may acquire within 60 days pursuant to the exercise of stock options. Mr. Alan Levan’s holdings also include 377,680 shares of BFC’s Class A Common Stock that he may acquire within 60 days pursuant to the exercise of stock options.
(2) Based on 71,273,141 shares of BFC’s Class A Common Stock outstanding as of March 4, 2014 and, with respect to each individual, the number of shares of BFC’s Class B Common Stock beneficially owned by such individual and the number of shares which may be acquired by such individual within 60 days pursuant to the exercise of stock options, as set forth in footnote 1. Pursuant to the instructions to Item 403 of Regulation S-K, the total number of outstanding shares of BFC’s Class A Common Stock for purposes of calculating the beneficial ownership interest percentage of each person does not include 4,577,220 shares of BFC’s Class A Common Stock, which represents approximately 6% of the total number of outstanding shares of such stock, underlying restricted stock awards as to which BFC’s compensation committee has sole voting power and the award recipients do not have voting or investment power.
(3) Alan B. Levan may be deemed to be a controlling person of each of Levan BFC Stock Partners, Levan Partners and Florida Partners Corporation. As a result, the shares of BFC’s Class A Common Stock and Class B Common Stock beneficially owned by these entities are included in Mr. Alan Levan’s holdings in the table above and in footnote 1. Mr. Alan Levan’s holdings also include the 11,440 shares of BFC’s Class A Common Stock and 1,200 shares of BFC’s Class B Common Stock held of record by his wife, Ms. Susie Levan.
(4)

John E. Abdo is the beneficial owner of 3,273,797 shares of BFC’s Class B Common Stock. Pursuant to a shareholders agreement dated June 14, 2002 between Mr. Alan Levan and Mr. Abdo (the “Shareholders Agreement”), Mr. Alan Levan and Mr. Abdo have agreed to vote their shares of BFC’s Class B Common Stock in favor of the

  election of the other to BFC’s Board of Directors for so long as they are willing and able to serve as directors of BFC. Additionally, Mr. Abdo has agreed to vote the shares of BFC’s Class B Common Stock that he owns in the same manner as Mr. Alan Levan, or upon Mr. Alan Levan’s death, unless previously revoked, Mr. Jarett Levan, votes his shares of BFC’s Class B Common Stock. Accordingly, the holdings of Mr. Alan Levan set forth in the table above and in footnote 1 include the 3,273,797 shares of BFC’s Class B Common Stock beneficially owned by Mr. Abdo. Mr. Abdo has also agreed, subject to certain exceptions, not to transfer certain of his shares of BFC’s Class B Common Stock and to obtain the consent of Mr. Alan Levan, or upon Mr. Alan Levan’s death, unless previously revoked, Mr. Jarett Levan, prior to the conversion of certain of his shares of BFC’s Class B Common Stock into shares of BFC’s Class A Common Stock.
(5) As previously described, Mr. Jarett Levan and Ms. Susie Levan serve as Managers of Levan Partners with Mr. Alan Levan. The shares of BFC’s Class A Common Stock and Class B Common Stock held by Levan Partners are not included in Mr. Jarett Levan’s or Ms. Susie Levan’s holdings as neither of them is deemed to have voting or investment power over the shares.
(6) On March 20, 2014, Mr. Jarett Levan sold 10,753 shares of BFC’s Class A Common Stock in the open market at a price of $3.73 per share. Mr. Jarett Levan’s holdings in the table reflect the sale of those shares.

Except as set forth in footnote 6 above, none of the Reporting Persons, Mr. Alan Levan, Mr. Jarett Levan or Ms. Susie Levan has effected any transaction in any shares of BFC’s Class A Common Stock during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The descriptions of the material terms of the Rule 10b5-1 Trading Plans set forth in Item 4 are incorporated herein by reference. In addition, the Reporting Persons have entered into a Joint Filing Agreement, dated as of March 21, 2014, which is filed as Exhibit 1 hereto.

Item 7. Material to be Filed as Exhibits

 

Exhibit 1    Joint Filing Agreement, dated as of March 21, 2014, by and between Florida Partners Corporation, Levan BFC Stock Partners LP and Levan Partners LLC
Exhibit 2    Form of Rule 10b5-1 Trading Plan, dated March 18, 2014 (excluding schedules, exhibits and pricing information)

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

March 21, 2014

Date
Levan Partners LLC

/s/ Alan B. Levan

Signature

Alan B. Levan/Manager

Name/Title
Florida Partners Corporation

/s/ Alan B. Levan

Signature

Alan B. Levan/President

Name/Title
Levan BFC Stock Partners LP

By: Levan Management LLC

its general partner

/s/ Alan B. Levan

Signature

Alan B. Levan/President

Name/Title
 EX-1 2 d697273dex1.htm EX-1 EX-1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Amendment to Schedule 13D dated March 21, 2014 with respect to the Class A Common Stock of BFC Financial Corporation. This Joint Filing Agreement shall be filed as an exhibit to such Amendment to Schedule 13D.

 

Dated: March 21, 2014
Levan Partners LLC

/s/ Alan B. Levan

Signature

Alan B. Levan/Manager

Name/Title
Florida Partners Corporation

/s/ Alan B. Levan

Signature

Alan B. Levan/President

Name/Title
Levan BFC Stock Partners LP

By: Levan Management LLC

its general partner

/s/ Alan B. Levan

Signature

Alan B. Levan/President

Name/Title
 EX-2 3 d697273dex2.htm EX-2 EX-2

Exhibit 2

Form of

 

LOGO

Rule 10b5-1 Sales Plan

(Stock Only – Rule 144)

NOTE: This Sales Plan conveys the Seller’s indication of the amount, price and date of stock sales with such specificity that Stifel, Nicolaus & Company, Incorporated does not have any discretion over how, when and whether to sell stock (other than the discretion inherent in applying ordinary principles of best execution).

Sales Plan dated Tuesday, March 18, 2014 (this “Sales Plan”) between             (“Seller”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”), acting as agent.

 

  A. Recitals

 

  1. This Sales Plan is entered into between Seller and Stifel for the purpose of establishing a trading plan that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

  2. Seller is establishing this Sales Plan in order to permit the orderly disposition of a portion of Seller’s holdings of the Class A common stock, $0.01 par value (the “Sales Plan Stock”), of BFC Financial Corporation (the “Issuer”), which is currently trading on the OTC QB (“Principal Market”).

 

  B. Seller’s Representations, Warranties and Covenants

 

  1. As of the date hereof, Seller is not aware of any material nonpublic information concerning the Issuer or its securities and is not subject to any legal, regulatory, or contractual restriction or undertaking that would prevent Stifel from conducting the trading plan in accordance with the Sales Plan. Seller is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.

 

  2. The securities to be sold under this Sales Plan are owned free and clear by Seller and are not subject to any liens, security interests or other encumbrances or limitations on disposition other than those that may be imposed by Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

 

  3. While this Sales Plan is in effect, Seller agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Sales Plan and agrees not to alter or deviate from the terms of this Sales Plan.

 

  4. Seller Agrees to:

 

  a. provide Stifel with a certificate dated as of the date of this Sales Plan and signed by the Issuer substantially in the form of Exhibit A (Issuer Representation) to this Sales Plan prior to commencement of the Plan Sales Period (as defined below).

 

  b. notify Stifel’s Corporate Executive Services Department by telephone at the number set forth in paragraph G.5 below as soon as practicable if Seller becomes aware of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A to this Sales Plan. Such notice shall indicate the anticipated duration of the restriction, but shall not include any other information about the nature of the restriction or its applicability to Seller and shall not in any way communicate any material nonpublic information about the Issuer or its securities to Stifel. Such notice shall be in addition to the notice required to be given to Stifel by the Issuer pursuant to the certificate set forth as Exhibit A to this Sales Plan.

  5. Seller agrees to complete, execute and deliver to Stifel a Seller Representation Letter dated as of the date of this Sales Plan substantially in the form of Exhibit B to this Sales Plan prior to the commencement of the Plan Sales Period.

 

  6. The execution and delivery of this Sales Plan by Seller and the transactions contemplated by this Sales Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Seller or any of Seller’s affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Seller or Seller’s affiliates.

 

  7. Seller agrees with respect to Stock subject to a trading plan pursuant to this Sales Plan (“Sales Plan Stock”), that until this Sales Plan has been terminated, Seller shall not (i) enter into a binding contract with respect to the purchase or sale of Sales Plan Stock with another broker, dealer or financial institution (each, a “Financial Institution”), (ii) instruct another Financial Institution to purchase or sell Sales Plan Stock or (iii) adopt a plan for trading with respect to Sales Plan Stock other than this Sales Plan. Notwithstanding the foregoing, Seller shall notify Stifel in connection with any sales of Stock of the Issuer prior to such sale.

 

  8. Seller agrees that it shall not, directly or indirectly, communicate any information relating to the Stock or the Issuer to any employee of Stifel or its affiliates who is involved, directly or indirectly, in executing this Sales Plan at any time while this Sales Plan is in effect.

 

  9. Seller agrees:

 

  a. to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Seller.

 

  b. that Seller shall at all times during the Plan Sales Period (as defined below), in connection with the performance of this Sales Plan, comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

 

  10. If the Stock is to be sold under Rule 144:

 

  a. Seller represents and warrants that the Stock to be sold under this Sales Plan is currently eligible for sale under Rule 144.

 

  b. Seller agrees not to take, and agrees to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would cause the sales under this Sales Plan not to meet all applicable requirements of Rule 144.

 

  c. Seller agrees to complete, execute and deliver to Stifel Forms 144 for the sales to be effected under this Sales Plan at such times and in such number of copies as Stifel shall request, and following such delivery, Stifel agrees to file such Forms 144 on behalf of Seller as required by applicable law.

 

  d. Seller hereby grants Stifel a power of attorney to complete and/or file on behalf of Seller any required Forms 144. Notwithstanding such power of attorney, Seller acknowledges that Stifel shall have no obligation to complete or file Forms 144 on behalf of Seller except as set forth in subparagraph (c).

 

  e. Stifel agrees to conduct all sales under this Sales Plan in accordance with the manner of sale requirement of Rule 144 of the Securities Act and in no event shall Stifel effect any sale if such sale would exceed the then-applicable amount limitation under Rule 144, assuming Stifel’s sales under this Sales Plan are the only sales subject to that limitation.

  11. Seller acknowledges and agrees that Seller does not have, and shall not attempt to exercise, any influence over how, when or whether to effect sales of Stock under this Sales Plan.

 

  C. Implementation of the Plan

 

  1. Seller hereby appoints Stifel to sell shares of Stock pursuant to the terms and conditions set forth below. Subject to such terms and conditions, Stifel hereby accepts such appointment.

 

  2. Stifel is authorized to begin selling Stock under this Sales Plan (a minimum of two business days from the date this Sales Plan is signed) on Monday, April 7, 2014 at the open of the Principal Market and shall cease selling Stock on the earliest to occur of: (i) the date on which Stifel receives notice of the death of Seller; (ii) the date that Stifel receives notice that the Issuer or any other person publicly announced a tender or exchange offer with respect to the Stock; (iii) the date that Stifel receives notice of a public announcement of a merger, acquisition, reorganization, recapitalization or comparable transaction involving the securities of the Issuer; (iv) the date on which Stifel receives notice of the commencement of any proceedings in respect of or triggered by Seller’s bankruptcy or insolvency; and (v) (specify, by checking one or more of the boxes below, the date upon which Stifel will cease selling stock):

 

  x                                               at the close of the Principal Market.

 

  x the date that the aggregate number of shares of Stock sold under this Sales Plan is         shares;

 

  ¨ The date that the aggregate proceeds of sales pursuant to this Sales Plan (after deducting commissions and other expenses of sale) reaches $            .

(the period during which Stifel is authorized to sell stock under this paragraph C.2 is referred to in this Sales Plan as the “Plan Sales Period”).

 

  3. a. Stifel shall sell the Daily Sale Amount (as defined below) for the account of Seller on each Sale Day (as defined below), subject to the following restrictions, if desired (check each applicable box):

 

  x Stifel shall not sell any shares of Stock under this Sales Plan at a price of less than $            per share (before deducting commissions and other expenses of sale) (the “Minimum Sale Price”).

 

¨   (insert any other restrictions)  

 

 

 

  b. A “Sale Day” is (Select One):

 

  ¨ each “Trading Day” that the Principal Market is open for business. (A “Trading Day” is any day during the Plan Sales Period that the Principal Market is open for business).

 

  ¨ each Trading Day succeeding any period of                     consecutive Trading Days during which the closing price of the Stock on the Principal Market or, if applicable, as reported in the consolidated system was equal to or greater than                     .

 

  ¨ the first weekday of each month during the Plan Sales Period, provided that if any Sale Day is not a Trading Day, such Sale Day shall be deemed to fall on the next succeeding Trading Day.

 

  x Insert Other Conditions: See Schedule A

 

 

* A “Trading Day” is any day during the Plan Sales Period that the Principal Market is open for business.

 

  c. The “Daily Sale Amount” for any Sale Day shall be (please check the applicable box to indicate the amount of Stock that Stifel is to sell on each Sale Day):

 

  x See Schedule A

 

  ¨ an amount of Stock resulting in aggregate proceeds (after deducting commissions and other expenses of sale and exercise prices, withholding taxes and other expenses of exercise) of $            .

 

  ¨ the amount set forth on the grid below opposite the per share price range that corresponds to the reported price of the opening reported market transaction in the Stock on such Sale Day.

 

Reported Price of Opening Reported Market

Transaction in the Stock

    Daily Sale Amount
If the price is below $               
If the price is between
$            and $            		   
If the price is between
$            and $            		   
If the price is above $               

 

¨   determined in accordance with the following formula:  

 

 

 

  d. Subject to the restrictions set forth in paragraph C.3 above, Stifel shall sell the Daily Sale Amount on each Sale Day under ordinary principles of best execution at the then-prevailing market price.

 

  e. If, consistent with ordinary principles of best execution or for any other reason, Stifel cannot sell the Daily Sale Amount on any Sale Day, then (select one):

x the amount of such shortfall may be sold as soon as practicable on as many succeeding Trading Days as needed under ordinary principles of best execution.

Examples (2):

 

                    1.   

 

  

 

                    2.   

 

  

 

 

  ¨ Stifel’s obligation to sell Stock on such Sale Day under this Sales Plan shall be deemed to have been satisfied.

 

  ¨ N/A (other comments):                                                                                                                   

Nevertheless, if any such shortfall exists after the close of trading on the last Trading Day of the Plan Sales Period, Stifel’s authority to sell such shares for the account of Seller under this Sales Plan shall terminate.

  f. The Daily Sale Amount and the Minimum Sale Price, if applicable, shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the Plan Sales Period.

 

  4. Stifel shall not sell Stock under this Sales Plan at any time when:

 

  a. Stifel, in its sole discretion, has determined that a market disruption, banking moratorium, outbreak or escalation of hostilities or other crisis or calamity has occurred, or

 

  b. Stifel, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to Seller or Seller’s affiliates (other than any such restriction relating to Seller’s possession or alleged possession of material nonpublic information about the Issuer or the Stock), or

 

  c. Stifel has received notice from the Issuer or Seller of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A to this Sales Plan, or

 

  d. has received notice from Seller to terminate this Sales Plan in accordance with paragraph D.1 below.

 

  5. a. Seller agrees to deliver the total shares of Stock to be sold under this Sales Plan (with the amount to be estimated by Seller in good faith, if the Daily Sale Amount is designated as an aggregate dollar amount) (the “Plan Shares”), into an account at Stifel in the name of and for the benefit of Seller (the “Plan Account”) and that Stock will be in street name, electronically transferable form, without legend or stop transfer within the Plan Account prior to the close of the Principal Market on the business day preceding the commencement of sales under this Sales Plan or this Sales Plan will automatically terminate.

 

  b. Stifel shall withdraw Stock from the Plan Account in order to effect sales of Stock under this Sales Plan. Stifel agrees to notify Seller promptly if at any time during the Plan Sales Period the number of shares of Stock in the Plan Account is less than the number of Plan Shares remaining to be sold under this Sales Plan. Upon such notification, Seller agrees to deliver promptly to the Plan Account the number of shares of Stock necessary to eliminate this shortfall.

 

  c. To the extent that any Stock remains in the Plan Account after the end of the Plan Sales Period or upon termination of this Sales Plan, Stifel agrees to return such Stock promptly to the Issuer’s transfer agent for relegending to the extent that such Stock would then be subject to transfer restrictions in the hands of the Seller.

 

  6. Stifel shall in no event effect any sale under this Sales Plan if the Stock to be sold is not in the Plan Account.

 

  7. Stifel may sell Stock on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise.

 

  D. Termination

 

  1. This Sales Plan may not be terminated prior to the end of the Plan Sales Period, except that:

 

  a. it may be terminated by written notice from Seller received by Stifel’s Corporate Executive Services Department at the address or fax number set forth in paragraph G.5 below, and

 

  b. it may be terminated pursuant to Paragraph C.5.a of this Sales Plan

 

  c. it may be suspended, or at Stifel option, terminated if Stifel has received notice from the Seller of the occurrence of any event contemplated in paragraph B.4.b of this Sales Plan or from the Issuer of the occurrence of any event contemplated by paragraph 3 of the certificate set forth as Exhibit A to this Purchase plan.

  d. Notwithstanding the provisions of D.1. herein, this Sales Plan may only be amended or suspended pursuant to the Issuer’s insider trading policy and only after pre-clearance by the Issuer.

 

  E. Indemnification; Limitation of Liability

 

  1. a. Seller agrees to indemnify and hold harmless Stifel and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to Stifel’s actions taken or not taken in compliance with this Sales Plan or arising out of or attributable to any breach by Seller of this Sales Plan (including Seller’s representations and warranties in this Sales Plan) or any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Sales Plan.

 

  b. Notwithstanding any other provision of this Sales Plan, Stifel shall not be liable to Seller for:

 

  (i) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or

 

  (ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.”

 

  2. Seller has consulted with Seller’s own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Stifel or any person affiliated with Stifel in connection with Seller’s adoption and implementation of this Sales Plan.

 

  3. Seller acknowledges and agrees that in performing Seller’s obligations under this Sales Plan, neither Stifel nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary authority or discretionary control respecting management of Seller’s assets, or exercising any authority or control respecting management or disposition of Seller’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Seller or Seller’s assets. Without limiting the foregoing, Seller further acknowledges and agrees that neither Stifel nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Seller’s assets.

 

  F. Agreement to Arbitrate Certain Disputes

The following disclosure is required by various regulatory bodies but should not limit the applicability of the following arbitration provision to or in any claim or controversy which may arise between Seller and Stifel.

This Agreement contains a predispute arbitration clause. By signing this Sales Plan, which includes the following arbitration agreement, the parties agree as follows:

 

  •   Arbitration is final and binding on the parties. All parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

  •   The parties are waiving their right to seek remedies in court, including the right to a jury trial. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.

 

  •   Pre-arbitration discovery is generally more limited than and different from court proceedings. The ability of the parties to obtain documents, witness statements, and other discovery is generally more limited in arbitration than in court proceedings.

 

  •   The arbitrators’ award is not required to include factual findings or legal reasoning, and any party’s right to appeal or seek modifications of rulings of the arbitrators is strictly limited. The arbitrators do not have to explain the reason(s) for their award.

 

  •   The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

 

  •   The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

 

  •   The rules of the arbitration forum in which the claim is filed, and any amendments thereto, are hereby incorporated into this Agreement.

 

  •   The award of the arbitrators or of the majority of them shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction.

 

  •   No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action, or who is a member of a putative class action who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the Seller is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.

 

  •   Seller agrees, and in consideration of Stifel carrying an account for Seller, Stifel agrees, that all controversies which may arise between us, including any dispute involving Stifel’s present or former agents, employees, officers, and directors and including, but not limited to those involving transactions in this or any other account you have individually or jointly with or on behalf of another party at Stifel, including those in which you have a beneficial interest, or the construction, performance, or breach of this or any other agreement between us, whether entered into prior, on, or subsequent to the date hereof, shall be fully and finally determined by binding arbitration. Any arbitration under this Agreement shall be determined pursuant to the arbitration laws of the State of Missouri and Federal Arbitration Act, where applicable, before the Financial Industry Regulatory Authority (FINRA).

 

  •   If Seller files a complaint in court against Stifel or its present or former employees, officers, or directors, Stifel may seek to compel arbitration of any such claims. If Stifel seeks to compel arbitration of such claims, Stifel must agree to arbitrate all of the claims contained in the complaint if the Seller so requests.

Seller acknowledges that the preferred forum for any dispute resolution involving controversies which may arise between Seller and Stifel is through arbitration pursuant to the terms of the arbitration provision found in this Agreement. In the unlikely event any controversy or dispute arising under this Agreement with Stifel is determined to be ineligible for arbitration, Seller agrees as follows: THE PARTIES TO THIS AGREEMENT SHALL NOT EXERCISE ANY RIGHTS THEY MAY HAVE TO ELECT OR DEMAND A TRIAL BY JURY. The Seller and Stifel hereby expressly waive any right to a trial by jury. The Seller acknowledges and agrees that this provision is a specific and material aspect of the agreement between the parties and that Stifel would not enter into this Agreement with Seller if this provision were not part of the agreement.

Dispute Resolution Locale: Any suit, arbitration proceeding, reparation proceeding, claim, or action against Stifel or its present or past officers, agents, or employees shall be brought and heard in the city where the branch sales office of Stifel is or was located with which Seller dealt. If the court, arbitration forum, or reparations tribunal does not conduct hearings in that city, then any such action must be brought and heard in the locale closest to that city in which the court, arbitration forum, or reparations tribunal conducts hearings. This paragraph shall apply even if Seller has related disputes with other parties which cannot be resolved in the same locale.

 

  G. General

 

  1. Seller shall pay Stifel $            per share of the Stock sold.

  2. Seller and Stifel acknowledge and agree that this Sales Plan is a “securities contract,” as such term is defined in Section 741(7) of Title 11 of the United States Code (the “Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.

 

  3. This Sales Plan constitutes the entire agreement between the parties with respect to this Sales Plan and supersedes any prior agreements or understandings with regard to the Sales Plan.

 

  4. This Sales Plan may be amended by Seller:

 

  a. only upon written consent of Stifel

 

  b. only during an open window period as defined by the Issuer

 

  c. only upon receipt of the following documents, each dated as of the date of such amendment

 

  (i) a representation signed by the Issuer substantially in the form of Exhibit A to this Sales Plan,

 

  (ii) a certificate signed by Seller certifying that the representations and warranties of Seller contained in this Sales Plan are true at and as of the date of such certificate as if made at and as of such date and

 

  (iii) a Seller’s Representation Letter completed and executed by Seller substantially in the form of Exhibit B to this Sales Plan.

 

  (iv) An amended Form 144 completed and executed by Seller

 

  d. Such amendment will become effective a minimum of two business day from the date the amendment is signed.

 

  5. All notices to Stifel under this Sales Plan shall be given to Stifel’s Corporate Executive Services Department in the manner specified by this Sales Plan by telephone at (973) 549-4225, by facsimile at (973) 549-4178 or by certified mail to the address below:

Stifel Nicolaus & Company, Incorporated

18 Columbia Turnpike

Florham Park, NJ 07932

Attn: Corporate Executive Services

 

  6. Seller’s rights and obligations under this Sales Plan may not be assigned or delegated without the written permission of Stifel, which may be withheld in the sole discretion of Stifel.

 

  7. This Sales Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures on all counterparts were upon the same instrument.

 

  8. If any provision of this Sales Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Sales Plan will continue and remain in full force and effect.

 

  9. This Sales Plan shall be governed by and construed in accordance with the internal laws of the State of Missouri, applicable to agreements made and to be fully performed therein and may be modified or amended only by a writing signed by the parties to this Sales Plan.

NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH F

IN WITNESS WHEREOF, the undersigned have signed this Sales Plan as of the date first written above.

 

Date:  

 

Plan Account Number:  

 

Signature:  

 

Print Name:  

 

Title:  

 

Stifel, Nicolaus & Company, Incorporated

 

By:  

 

Print Name:  

 

Title:  

 

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