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OMB APPROVAL |
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OMB Number: 3235-0060
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Expires: April 30, 2009 |
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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) : July 9, 2007
LEVITT CORPORATION
(Exact name of registrant as specified in its charter)
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| FLORIDA
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001-31931
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11-3675068 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 2200 West Cypress Creek Road, Fort Lauderdale, Florida
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33309 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (954) 940-4950
Not applicable
(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))
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SEC873(6-04)
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Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Item 8.01 Other Events.
As previously reported, Levitt Corporation (“Levitt”) entered into a definitive merger
agreement, dated as of January 30, 2007 (the “Merger Agreement”), with BFC Financial Corporation
(“BFC”) 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. If the Merger is
consummated, holders of Levitt’s Class A Common Stock other than BFC will receive 2.27 shares of
BFC’s Class A Common Stock (subject to adjustment pursuant to the terms of the Merger Agreement)
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 of BFC’s Class A Common Stock. 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. The pro forma financial information provided supercedes previously filed
information. You should note that, at this time, subject to further review, real estate held for
development and sale was excluded from the allocation of the purchase price adjustment of negative
goodwill in the Unaudited Pro Forma Condensed Combined Balance Sheet. You should further note that
discontinued operations are excluded from the Unaudited Pro Forma Condensed Combined Statement of
Operations.
Additional Information and Where to Find it
Levitt and BFC 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 Levitt and BFC 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 Levitt and BFC 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 Levitt and BFC 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 Levitt Corporation, Corporate Secretary, 2200 West Cypress
Creek Road, Fort Lauderdale, Florida 33309, (954) 958-1800l; or to BFC Financial Corporation,
Corporate Secretary, 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309, (954) 940-4900.
Participants in the Solicitation
Levitt, BFC 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 Levitt’s and BFC’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.
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