-----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, SLf5u/0zHxFQvlrU8xLMPnzsFY52XhVSGFeFy2TIcdG2VDiJfH1/jt/qQoGiQ2uc +9y8LrYa+bPBVUDhWzAtLQ== 0000315858-99-000001.txt : 19990302 0000315858-99-000001.hdr.sgml : 19990302 ACCESSION NUMBER: 0000315858-99-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990301 GROUP MEMBERS: FLORIDA PARTNERS CORPORATION GROUP MEMBERS: I.R.E. PROPERTIES, INC. GROUP MEMBERS: I.R.E. REALTY ADVISORS, INC. GROUP MEMBERS: I.R.E. REALTY ADVISORY GROUP, INC. GROUP MEMBERS: IRE REALTY ADVISORS INC GROUP MEMBERS: LEVAN ENTERPRISES, LTD. 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 SEC ACT: SEC FILE NUMBER: 005-35417 FILM NUMBER: 99554355 BUSINESS ADDRESS: STREET 1: 1750 E SUNRISE BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 BUSINESS PHONE: 9547605200 MAIL ADDRESS: STREET 1: 1750 EAST SUNRISE BLVD STREET 2: THRID FLOOR CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 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: IRE REALTY ADVISORS INC CENTRAL INDEX KEY: 0001080517 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 591399722 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 5403 CITY: FORT LAUDERDALE STATE: FL ZIP: 33310-5403 BUSINESS PHONE: 9547605223 MAIL ADDRESS: STREET 1: PO BOX 5403 CITY: FORT LAUDERDALE STATE: FL ZIP: 33310-5403 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* BFC Financial Corporation (Name of Issuer) Class B Common Stock, $.01 par value (Title of Class of Securities) 055-384-101 (Cusip Number) Alan B. Levan 1750 E. Sunrise Boulevard Ft. Lauderdale, FL 33304 (954) 760-5200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 3, 1998 (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 Rule 13d-1(e), (f) or (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 Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed 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. 055-384-101 (Continued on following page(s)) CUSIP No. 055-384-101 13D Page 2 of 13 1 NAME OF REPORTING PERSONS (I.R.S. IDENTIFICATION NO. OF ABOVE NAMED PERSON (entities only): I.R.E. Realty Advisors, Inc. 59-1399723 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) 00 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 242,221 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 242,221 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 242,221 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3% 14 TYPE OF REPORTING PERSON (See instructions) CO CUSIP No. 055-384-101 13D Page 3 of 13 1 NAME OF REPORTING PERSONS (I.R.S. IDENTIFICATION NO. OF ABOVE NAMED PERSON (entities only): I.R.E. Properties, Inc. 59-1399725 4 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (c) [X] (d) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See instructions) 00 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 136,666 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 136,666 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 136,666 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON (See instructions) CO CUSIP No. 055-384-101 13D Page 4 of 13 1 NAME OF REPORTING PERSONS (I.R.S. IDENTIFICATION NO. OF ABOVE NAMED PERSON (entities only): I.R.E. Realty Advisory Group, Inc. 59-2098681 5 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (e) [X] (f) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See instructions) 00 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 500,000 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 500,000 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.3% 14 TYPE OF REPORTING PERSON (See instructions) CO CUSIP No. 055-384-101 13D Page 5 of 13 1 NAME OF REPORTING PERSONS (I.R.S. IDENTIFICATION NO. OF ABOVE NAMED PERSON (entities only): Florida Partners Corporation 59-2354501 6 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (g) [X] (h) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See instructions) 00 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 133,314 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 133,314 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,314 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% 14 TYPE OF REPORTING PERSON (See instructions) CO CUSIP No. 055-384-101 13D Page 6 of 13 1 NAME OF REPORTING PERSONS (I.R.S. IDENTIFICATION NO. OF ABOVE NAMED PERSON (entities only): Levan Enterprises, Ltd. 65-0891608 7 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (i) [X] (j) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See instructions) 00 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 55,865 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 55,865 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,865 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.40% 14 TYPE OF REPORTING PERSON (See instructions) CO CUSIP No. 055-384-101 13D Page 7 of 13 Item 1. Security and Issuer. Item 1 is amended and supplemented as follows: The equity securities to which this statement relates are the shares of Class B Common Stock, $.01 par value (the "Common Stock") of BFC Financial Corporation, formerly known as BankAtlantic Financial Corporation (the "Issuer"). The principal executives offices of the Issuer are located at 1750 East Sunrise Boulevard, Ft. Lauderale, Florida 33304. Item 2. Identity and Background Item 2 is amended and supplemented as follows: Alan B. Levan transferred his interests in the Issuer, I.R.E. Realty Advisors, Inc., I.R.E. Properties, Inc., I.R.E. Realty Advisory Group, Inc. and Florida Partners Corporation to Levan Enterprises, Ltd. (the "Partnership"). Item 5. Interest in Securities of the Issuer. Item 5 is amended in its entirety and restated as follows: Amount of Class B Percentage of Class B Common Stock Common Stock Beneficially Beneficially Owned as of Owned as of Name December 3, 1998 December 3, 1998 ---- ---------------- ---------------- I.R.E. Realty Advisors, Inc. 242,221 10.3% I.R.E. Properties, Inc. 136,666 5.8% I.R.E. Realty Advisory Group, Inc. 500,000 21.3% Florida Partners Corporation 133,314 5.7% Levan Enterprises, Ltd. 55,865 2.4% Item 7. Material to be Filed as Exhibits. 1. Information concerning certain persons and entities referred to in Item 2. SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct. I.R.E. Realty Advisors, Inc. /S/ Alan B. Levan ----------------- Date: February 22, 1999 Alan B. Levan, President I.R.E. Properties, Inc. /S/ Alan B. Levan ----------------- Date: February 22, 1999 Alan B. Levan, President I.R.E. Realty Advisory Group, Inc. /S/ Alan B. Levan ----------------- Date: February 22, 1999 Alan B. Levan, President Florida Partners Corporation /S/ Alan B. Levan ----------------- Date: February 22, 1999 Alan B.Levan, President Levan Enterprises, Ltd., By: Levan General Corp. /S/ Alan B. Levan ----------------- Date: February 22, 1999 Alan B. Levan, President EX-1 2 EXHIBIT 1 TO SCHEDULE 13D EXHIBIT 1 The names, business addresses and principal occupations of the executive officers and directors of I.R.E. Realty Advisors, Inc., I.R.E. Properties, Inc., I.R.E. Realty Advisory Group, Inc., Florida Partners Corporation and Levan Enterprises, Ltd. are as follows: EXECUTIVE OFFICERS AND DIRECTORS OF I.R.E. REALTY ADVISORS, INC. Business Address and Corporation with Which Position with I.R.E. Realty Advisors, Individual has his Inc. and Present Principal Occupation Present Principal or Employment Name Occupation or Employment - ---- ------------------------ ------------------------------------- Alan B. Levan BankAtlantic Bancorp, Inc. President and Director of I.R.E. 1750 E. Sunrise Blvd. Realty Advisors, Inc.; President and Ft. Lauderdale, FL 33304 Director of BFC Financial Corporation; Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp, Inc. Glen R. Gilbert BFC Financial Corporation Executive Vice-President, Secretary 1750 E. Sunrise Blvd. and Chief Financial Officer of I.R.E. Ft. Lauderdale, FL 33304 Realty Advisory Group, Inc.; Executive Vice-President, Secretary and Chief Financial Officer of BFC Financial Corporation The Partnership owns 84.9% of the outstanding common stock of I.R.E. Realty Advisors, Inc. The sole general partner of the Partnership is Levan General Corp., a Florida corporation, which is owned 100% by Alan B. Levan. The limited partners of the Partnership are various trusts, the beneficiaries of which are Alan B. Levan's children. EXECUTIVE OFFICERS AND DIRECTORS OF I.R.E. PROPERTIES, INC. Business Address and Corporation with Which Position with I.R.E. Properties, Inc. Individual has his and Present Principal Occupation or Present Principal Employment Name Occupation or Employment - ---- ------------------------ ------------------------------------- Alan B. Levan BankAtlantic Bancorp, Inc. President and Director of I.R.E. 1750 E. Sunrise Blvd. Properties, Inc.; President and Ft. Lauderdale, FL 33304 Director of BFC Financial Corporation; Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp, Inc. Glen R. Gilbert BFC Financial Corporation Executive Vice-President, Secretary 1750 E. Sunrise Blvd. and Chief Financial Officer of I.R.E. Ft. Lauderdale, FL 33304 Properties, Inc.; Executive Vice-President, Secretary and Chief Financial Officer of BFC Financial Corporation The Partnership owns 84.9% of the outstanding common stock of I.R.E. Properties, Inc. The sole general partner of the Partnership is Levan General Corp., a Florida corporation, which is owned 100% by Alan B. Levan. The limited partners of the Partnership are various trusts, the beneficiaries of which are Alan B. Levan's children. EXECUTIVE OFFICERS AND DIRECTORS OF I.R.E. REALTY ADVISORY GROUP, INC. Business Address and Corporation with Which Position with I.R.E. Realty Advisory Individual has his Group, Inc. and Present Principal Present Principal Occupation or Employment Name Occupation or Employment - ---- ------------------------ ------------------------------------- Alan B. Levan BankAtlantic Bancorp, Inc. President and Director of I.R.E. 1750 E. Sunrise Blvd. Realty Advisory Group, Inc.; Ft. Lauderdale, FL 33304 President and Director of BFC Financial Corporation; Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp, Inc. Glen R. Gilbert BFC Financial Corporation Executive Vice-President, Secretary 1750 E. Sunrise Blvd. and Chief Financial Officer of I.R.E. Ft. Lauderdale, FL 33304 Realty Advisors, Inc.; Executive Vice-President, Secretary and Chief Financial Officer of BFC Financial Corporation The Partnership owns 18.2% and I.R.E. Properties owns 36.4% of the shares of the outstanding common stock of I.R.E. Realty Advisory Group, Inc. The sole general partner of the Partnership is Levan General Corp., a Florida corporation, which is owned 100% by Alan B. Levan. The limited partners of the Partnership are various trusts, the beneficiaries of which are Alan B. Levan's children. EXECUTIVE OFFICERS AND DIRECTORS OF FLORIDA PARTNERS CORPORATION Business Address and Corporation with Which Position with Florida Partners Individual has his Corporation and Present Principal Present Principal Occupation or Employment Name Occupation or Employment - ---- ------------------------ ------------------------------------- Alan B. Levan BankAtlantic Bancorp, Inc. President and Director of Florida 1750 E. Sunrise Blvd. Partners Corporation; President and Ft. Lauderdale, FL 33304 Director of BFC Financial Corporation; Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp, Inc. Glen R. Gilbert BFC Financial Corporation Executive Vice-President, Secretary 1750 E. Sunrise Blvd. and Chief Financial Officer of Ft. Lauderdale, FL 33304 Florida Partners Corporation; Executive Vice-President, Secretary and Chief Financial Officer of BFC Financial Corporation The Partnership owns 39.8% of the shares of the outstanding common stock of Florida Partners Corporation. The sole general partner of the Partnership is Levan General Corp., a Florida corporation, which is owned 100% by Alan B. Levan. The limited partners of the Partnership are various trusts, the beneficiaries of which are Alan B. Levan's children. EXECUTIVE OFFICERS AND DIRECTORS OF LEVAN GENERAL CORP., GENERAL PARTNER OF LEVAN ENTERPRISES, LTD. Business Address and Corporation with Which Individual has his Position with Levan General Corp. and Present Principal Present Principal Occupation or Name Occupation or Employment Employment - ---- ------------------------ ------------------------------------- Alan B. Levan BankAtlantic Bancorp, Inc. President and Director of Levan 1750 E. Sunrise Blvd. General Corp.; President and Director Ft. Lauderdale, FL 33304 of BFC Financial Corporation; Chairman of the Board and Chief Executive Officer of BankAtlantic Bancorp, Inc. -----END PRIVACY-ENHANCED MESSAGE-----