UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2007
BFC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| FLORIDA
|
|
333-72213
|
|
59-2022148 |
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
|
|
| 2100 West Cypress Creek Road, Fort Lauderdale, Florida
|
|
33309 |
|
|
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: 954-940-4900
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
|
|
|
| x |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
|
|
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01. Other Events.
As previously reported by BFC Financial Corporation (“BFC”) in its Current Report on Form 8-K
filed January 31, 2007, BFC entered into a definitive merger agreement with Levitt Corporation
(“Levitt”) which, if the transactions contemplated by such agreement are consummated, will result
in Levitt becoming a wholly-owned subsidiary of BFC (the “Merger”). BFC currently owns all of
Levitt’s Class B Common Stock and approximately 11% of Levitt’s Class A Common Stock. Holders of
Levitt’s Class A Common Stock other than BFC will receive 2.27 shares of BFC’s Class A Common Stock
for each share of Levitt’s Class A Common Stock they hold at the effective time of the Merger and
cash in lieu of any fractional shares. The shares of Levitt’s common stock held by BFC will be
cancelled in the Merger.
Certain unaudited pro forma financial information with respect to the Merger is attached
hereto as Exhibit 99.1 and incorporated herein by reference. The unaudited pro forma financial
information includes estimated adjustments based on currently available information which are
subject to updates as additional information becomes available and as additional analyses are
performed, and the final adjustments may be materially different from the unaudited pro forma
adjustments presented herein. The unaudited pro forma financial information does not attempt to
predict or suggest future results for BFC following the merger nor does it necessarily reflect what
the historical results of BFC would have been had Levitt been its wholly-owned subsidiary during
the periods presented.
Additional Information and Where to Find it
BFC and Levitt intend to file a definitive joint proxy statement and related materials
concerning the Merger and furnish the definitive joint proxy statement to their respective
shareholders. Shareholders of BFC and Levitt are advised to read the joint proxy statement and
other relevant documents when they are finalized and distributed because they will contain
important information. Shareholders of BFC and Levitt will be able to obtain a free-of-charge copy
of the joint proxy statement and other relevant documents (when available) filed with the SEC from
the SEC’s web site at http://www.sec.gov. Shareholders of BFC and Levitt will also be able to
obtain a free-of-charge copy of the joint proxy statement and other relevant documents (when
available) by directing a request to BFC Financial Corporation, Corporate Secretary, 2100 West
Cypress Creek Road, Fort Lauderdale, Florida 33309, (954) 940-4900; or to Levitt Corporation,
Corporate Secretary, 2200 West Cypress Creek Road, Fort Lauderdale, Florida 33309, (954) 958-1800.
Participants in the Solicitation
BFC, Levitt and certain of their directors and officers may, under the rules of the SEC, be
deemed to be “participants” in the solicitation of proxies from shareholders in connection with the
Merger. Information concerning the interests of the persons who may be considered “participants” in
the solicitation will be set forth in the joint proxy statement relating to the Merger. Additional
information concerning BFC’s and Levitt’s directors and executive officers is set forth in their
respective proxy statements and annual reports on Form 10-K (including any amendments thereto),
previously filed with the SEC.
2