-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J+m67aiJaDDBDhvt3As5nXa86+wGZdlJ4eMu6doCJuj9C61wVWxB0Z6qbiv2iXMM G31EAkpKEAbnFj9j+MKwFA== 0000909518-09-000304.txt : 20090507 0000909518-09-000304.hdr.sgml : 20090507 20090507171157 ACCESSION NUMBER: 0000909518-09-000304 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090507 DATE AS OF CHANGE: 20090507 GROUP MEMBERS: BIRD, JOHN T. GROUP MEMBERS: COLLERY, PETER M. GROUP MEMBERS: DAVID A. HURWITZ GROUP MEMBERS: KOFFLER, NEIL H. GROUP MEMBERS: PMC - BVI, INC. GROUP MEMBERS: SC BVI PARTNERS GROUP MEMBERS: SC FUNDAMENTAL BVI, INC. GROUP MEMBERS: SC FUNDAMENTAL LLC GROUP MEMBERS: SC FUNDAMENTAL LLC EMPLOYEE SAVINGS & PROFIT SHARING PLAN GROUP MEMBERS: SC FUNDAMENTAL VALUE BVI, LTD. GROUP MEMBERS: SC FUNDAMENTAL VALUE FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BFC FINANCIAL CORP CENTRAL INDEX KEY: 0000315858 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 592022148 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35417 FILM NUMBER: 09806487 BUSINESS ADDRESS: STREET 1: 2100 WEST CYPRESS CREEK ROAD CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9549404900 MAIL ADDRESS: STREET 1: P.O. BOX 5403 CITY: FORT LAUDERDALE STATE: FL ZIP: 33310-5403 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: SC Fundamental Value Fund, L.P. CENTRAL INDEX KEY: 0001322318 IRS NUMBER: 133563962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-888-9100 MAIL ADDRESS: STREET 1: C/O SC FUNDAMENTAL LLC STREET 2: 747 THIRD AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 mm05-0709bfc_13ga2.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

SCHEDULE 13G

 

(RULE 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULES 13d-1(b), (c) AND (d) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

___________

(Amendment No. 2)*

BFC FINANCIAL CORPORATION

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

 

592022148

(Title of class of securities)

 

(CUSIP number)

January 16, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o  Rule 13d-1(b)

x Rule 13d-1(c)

o  Rule 13d-1(d)

__________

*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 the disclosures provided in a prior cover page.

The information required in 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 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).

Continued on Following Pages

Page 1

 

 

 

 

CUSIP No.

592022148

13G

Page 2

 

 

 

1

NAME OF REPORTING PERSONS:

SC FUNDAMENTAL VALUE FUND, L.P.

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER:

 

1,610,412

6

SHARED VOTING POWER:

 

0

7

SOLE DISPOSITIVE POWER:

 

1,610,412

8

SHARED DISPOSITIVE POWER:

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,610,412

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

4.2%

 

12

TYPE OF REPORTING PERSON:

 

PN

 

 

 

 

CUSIP No.

592022148

13G

Page 3

 

 

 

1

NAME OF REPORTING PERSONS:

SC FUNDAMENTAL LLC

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER:

 

0

6

SHARED VOTING POWER:

 

1,610,412

7

SOLE DISPOSITIVE POWER:

 

0

8

SHARED DISPOSITIVE POWER:

 

1,610,412

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,610,412

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

4.2%

 

12

TYPE OF REPORTING PERSON:

 

OO

 

 

CUSIP No.

592022148

13G

Page 4

 

 

 

1

NAME OF REPORTING PERSONS:

SC FUNDAMENTAL VALUE BVI, LTD.

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER:

 

1,967,892

6

SHARED VOTING POWER:

 

0

7

SOLE DISPOSITIVE POWER:

 

1,967,892

8

SHARED DISPOSITIVE POWER:

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,967,892

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

5.1%

 

12

TYPE OF REPORTING PERSON:

 

CO

 

 

 

CUSIP No.

592022148

13G

Page 5

 

 

 

1

NAME OF REPORTING PERSONS:

SC-BVI PARTNERS

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER:

 

0

 

6

SHARED VOTING POWER:

 

1,967,892

 

7

SOLE DISPOSITIVE POWER:

 

0

 

8

SHARED DISPOSITIVE POWER:

 

1,967,892

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,967,892

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

5.1%

 

 

12

TYPE OF REPORTING PERSON:

 

PN

 

 

 

 

 

CUSIP No.

592022148

13G

Page 6

 

 

 

1

NAME OF REPORTING PERSONS:

PMC-BVI, INC.

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER:

 

0

 

6

SHARED VOTING POWER:

 

1,967,892

 

7

SOLE DISPOSITIVE POWER:

 

0

 

8

SHARED DISPOSITIVE POWER:

 

1,967,892

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,967,892

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

5.1%

 

 

12

TYPE OF REPORTING PERSON:

 

CO

 

 

 

 

 

 

 

CUSIP No.

592022148

13G

Page 7

 

 

 

1

NAME OF REPORTING PERSONS:

SC FUNDAMENTAL BVI, INC.

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER:

 

0

 

6

SHARED VOTING POWER:

 

1,967,892

 

7

SOLE DISPOSITIVE POWER:

 

0

 

8

SHARED DISPOSITIVE POWER:

 

1,967,892

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,967,892

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

5.1%

 

 

12

TYPE OF REPORTING PERSON:

 

CO

 

 

 

 

 

 

 

CUSIP No.

592022148

13G

Page 8

 

 

 

1

NAME OF REPORTING PERSONS:

PETER M. COLLERY

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER:

 

334,804

 

6

SHARED VOTING POWER:

 

3,578,304

 

7

SOLE DISPOSITIVE POWER:

 

334,804

 

8

SHARED DISPOSITIVE POWER:

 

3,578,304

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

3,913,108

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

10.2%

 

 

12

TYPE OF REPORTING PERSON:

 

IN

 

 

 

 

 

 

 

 

CUSIP No.

592022148

13G

Page 9

 

 

 

1

NAME OF REPORTING PERSONS:

NEIL H. KOFFLER

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER:

 

0

 

6

SHARED VOTING POWER:

 

3,578,304

 

7

SOLE DISPOSITIVE POWER:

 

0

 

8

SHARED DISPOSITIVE POWER:

 

3,578,304

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

3,578,304

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

9.4%

 

 

12

TYPE OF REPORTING PERSON:

 

IN

 

 

 

 

 

CUSIP No.

592022148

13G

Page 10

 

 

 

1

NAME OF REPORTING PERSONS:

JOHN T. BIRD

 

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER:

 

0

 

6

SHARED VOTING POWER:

 

3,578,304

 

7

SOLE DISPOSITIVE POWER:

 

0

 

8

SHARED DISPOSITIVE POWER:

 

3,578,304

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

3,578,304

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

9.4%

 

 

12

TYPE OF REPORTING PERSON:

 

IN

 

 

 

 

 

CUSIP No.

592022148

13G

Page 11

 

 

 

1

NAME OF REPORTING PERSONS:

DAVID A. HURWITZ

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER:

 

0

 

6

SHARED VOTING POWER:

 

3,578,304

 

7

SOLE DISPOSITIVE POWER:

 

0

 

8

SHARED DISPOSITIVE POWER:

 

3,578,304

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

3,578,304

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

9.4%

 

 

12

TYPE OF REPORTING PERSON:

 

IN

 

 

 

 

 

 

CUSIP No.

592022148

13G

Page 12

 

 

1

NAME OF REPORTING PERSONS:

SC FUNDAMENTAL LLC EMPLOYEE SAVINGS & PROFIT SHARING PLAN

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER:

 

334,804

 

6

SHARED VOTING POWER:

 

0

 

7

SOLE DISPOSITIVE POWER:

 

334,804

 

8

SHARED DISPOSITIVE POWER:

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

334,804

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

0.9%

 

 

12

TYPE OF REPORTING PERSON:

 

EP

 

 

 

 

 

 

 

ITEM 1.

NAME OF ISSUER AND ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

(a) and (b) This Amendment No. 2 to the Statement on Schedule 13G (the “Schedule 13G”) relates to the Class A Common Stock, par value $0.01, of BFC Financial Corporation, a Florida corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2100 West Cypress Creek Road Fort Lauderdale, Florida, 33309.

ITEM 2.

NAME OF PERSON FILING

 

(a)

Name of Persons Filing:

 

 

(i)

SC Fundamental Value Fund, L.P.

 

(ii)

SC Fundamental LLC

 

(iii)

SC Fundamental Value BVI, Ltd.

 

(iv)

SC-BVI Partners

 

(v)

PMC-BVI, Inc.

 

(vi)

SC Fundamental BVI, Inc.

 

(vii)

Peter M. Collery

 

(viii)

Neil H. Koffler

 

(ix)

John T. Bird and

 

(x)

David A. Hurwitz

 

(xi)

SC Fundamental LLC Employee Savings & Profit Sharing Plan (collectively, the “Reporting Persons”)

 

 

(b)

Address of Principal Business Office or, if None, Residence:

The principal business office of each of the Reporting Persons listed in Item 2(a) is as follows:

The principal business office of each of SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird, David A. Hurwitz and SC Fundamental LLC Employee Savings & Profit Sharing Plan is 747 Third Avenue, 27th Floor, New York, New York 10017.

The principal business office of SC Fundamental Value BVI, Ltd. is c/o MadisonGrey Fund Services (Cayman) Ltd., P.O. Box 10290, Grand Cayman KY1-1003, Cayman Islands.

(c), (d) and (e)    For information with respect to citizenship of each of the Reporting Persons, title of class of securities and CUSIP number for the shares held by such persons, see the appropriate cover page above.

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:

 

(a) o Broker or dealer registered under Section 15 of the Exchange Act;

 

(b) o Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c) o Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

Page 13

 

 

(d) o Investment company registered under Section 8 of the Investment Company Act;

 

(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f) o An Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h) o A Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

ITEM 4.

OWNERSHIP

 

(a) – (c)            The response of each of the Reporting Persons to Items 5 through 12 of each of their respective Cover Sheets which relate to the beneficial ownership of the Class A Common Stock of the Issuer, as of January 16, 2009, is incorporated herein by reference. The percentage ownership of each of the Reporting Persons is based on 38,254,389 shares of Class A Common Stock outstanding as of November 3, 2008, as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended September 30, 2008 filed with the Securities and Exchange Commission on November 10, 2008.

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of Securities, check the following           |__|.

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Not applicable.

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

See Exhibit No. 2 hereto.

 

Page 14

 

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

 

Not applicable.

 

ITEM 10.

CERTIFICATION

 

 

(a)

Not applicable.

 

(b)       By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[The remainder of this page intentionally left blank.]

 

Page 15

 

SIGNATURE

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

Date:

May 4, 2009

SC FUNDAMENTAL VALUE FUND, L.P.

 

 

By:

SC Fundamental LLC, as General Partner

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Member

SC FUNDAMENTAL LLC

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Member

SC FUNDAMENTAL VALUE BVI, LTD.

 

 

By:

SC Fundamental BVI, Inc., as managing general partner of investment manager

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Vice President

Vice President

SC-BVI PARTNERS

 

 

By:

SC Fundamental BVI, Inc., as managing general partner

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Vice President

 

PMC-BVI, INC.

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Secretary

 

 

Page 16

 

SC FUNDAMENTAL BVI, INC.

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Vice President

 

 

/s/ Neil H. Koffler

Neil H. Koffler as Attorney-in-Fact for
Peter M. Collery (1)

 

 

/s/ Neil H. Koffler

Neil H. Koffler

 

 

/s/ Neil H. Koffler

Neil H. Koffler as Attorney-in-Fact for John T. Bird (2)

 

 

/s/ Neil H. Koffler

Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz (3)

 

 

                

SC FUNDAMENTAL LLC EMPLOYEE SAVINGS AND PROFIT SHARING PLAN

/s/ Peter M. Collery

Peter M. Collery, Trustee

 

(1)

Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Amendment No. 1 to the Statement on Schedule 13G with respect to the Common Stock of ECC Capital Corporation, filed on February 14, 2007, and is incorporated herein by reference.

 

(2)

Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of BFC Financial Corporation, filed on July 11, 2008, and is incorporated herein by reference.

 

(3)

Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 3 to the Amendment No. 4 to the Statement on Schedule 13G with respect to the Common Stock of MDU Communications International, Inc., filed on February 14, 2008, and is incorporated herein by reference.

 

Page 17

 

EXHIBIT INDEX

Exhibit No.

Document

 

1

Joint Filing Agreement, dated May 4, 2009, among SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC Fundamental Value BVI, Ltd., SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird, David A. Hurwitz, and SC Fundamental LLC Employee Savings & Profit Sharing Plan to file this Amendment No. 2 to the joint statement on Schedule 13G.

 
     

2

Identity of Members of Group

 

 

 

Page 18

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(f) 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 this Amendment No. 2 to the statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock of BFC Financial Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, hereby execute this Agreement this 4th day of May, 2009.

SC FUNDAMENTAL VALUE FUND, L.P.

 

 

By:

SC Fundamental LLC, as General Partner

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Member

SC FUNDAMENTAL LLC

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Member

SC FUNDAMENTAL VALUE BVI, LTD.

 

 

By:

SC Fundamental BVI, Inc., as managing general partner of investment manager

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Vice President

Vice President

SC-BVI PARTNERS

 

 

By:

SC Fundamental BVI, Inc., as managing general partner

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Vice President

 

PMC-BVI, INC.

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Secretary

 

 

Page 19

 

SC FUNDAMENTAL BVI, INC.

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Vice President

 

 

/s/ Neil H. Koffler

Neil H. Koffler as Attorney-in-Fact for
Peter M. Collery (1)

 

 

/s/ Neil H. Koffler

Neil H. Koffler

 

 

/s/ Neil H. Koffler

Neil H. Koffler as Attorney-in-Fact for John T. Bird (2)

 

 

/s/ Neil H. Koffler

Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz (3)

 

 

                

SC FUNDAMENTAL LLC EMPLOYEE SAVINGS AND PROFIT SHARING PLAN

/s/ Peter M. Collery

Peter M. Collery, Trustee

 

(1)

Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Amendment No. 1 to the Statement on Schedule 13G with respect to the Common Stock of ECC Capital Corporation, filed on February 14, 2007, and is incorporated herein by reference.

 

(2)

Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of BFC Financial Corporation, filed on July 11, 2008, and is incorporated herein by reference.

 

(3)

Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 3 to the Amendment No. 4 to the Statement on Schedule 13G with respect to the Common Stock of MDU Communications International, Inc., filed on February 14, 2008, and is incorporated herein by reference.

 

Page 20

 

Exhibit 2

 

IDENTITY OF MEMBERS OF GROUP

 

 

SC Fundamental Value Fund, L.P.

SC Fundamental LLC

SC Fundamental Value BVI, Ltd.

SC-BVI Partners

PMC-BVI, Inc.

SC Fundamental BVI, Inc.

Peter M. Collery

Neil H. Koffler

John T. Bird

David A. Hurwitz

SC Fundamental LLC Employee Savings & Profit Sharing Plan

 

Page 21

 

 

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