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): December 16, 2011
BFC FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Florida | 001-09071 | 59-2022148 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
2100 West Cypress Creek Road, Fort Lauderdale, Florida |
33309 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 954-940-4900
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)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 of the date of this Current Report on Form 8-K, BFC Financial Corporation (BFC) owns, directly or indirectly, approximately 54% of the outstanding shares of the common stock of Bluegreen Corporation (Bluegreen). Under generally accepted accounting principles, Bluegreens results since November 16, 2009, the date on which BFC acquired the additional shares of Bluegreens common stock which gave BFC a majority interest in Bluegreen, have been consolidated in BFCs financial statements.
As previously disclosed, Bluegreens Board of Directors made a determination during June 2011 to seek to sell Bluegreens residential communities business unit, Bluegreen Communities, or all or substantially all of its assets. As a consequence, it was determined that Bluegreen Communities met the criteria for classification as a discontinued operation.
BFC is filing this Current Report on Form 8-K to present its consolidated financial statements for the years ended December 31, 2008 through 2010 and its selected consolidated financial data for the years ended December 31, 2006 through 2010, both of which have been recast from the presentation included in BFCs Annual Report on Form 10-K for the year ended December 31, 2010 to reflect, for the periods subsequent to November 16, 2009, the adjustments resulting from the reclassification of Bluegreen Communities as a discontinued operation. BFCs recast selected consolidated financial data for the years ended December 31, 2006 through 2010 and recast consolidated financial statements for the years ended December 31, 2008 through 2010 are filed herewith as Exhibits 99.1 (Item 6. Selected Consolidated Financial Data) and Exhibit 99.2 (Item 8. Financial Statements and Supplementary Data), respectively, and each will be included in BFCs Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission (the SEC) with respect to the previously announced proposed merger between BFC and Bluegreen (the Registration Statement).
In accordance with applicable accounting guidance relating to Bluegreens status as a significant subsidiary of BFC for the year ended December 31, 2009, Bluegreens consolidated financial statements for the years ended December 31, 2008 through 2010 were attached as an exhibit to BFCs Annual Report on Form 10-K for the year ended December 31, 2010. Bluegreen has recast its consolidated financial statements for the years ended December 31, 2008 through 2010 solely to reflect, for all periods presented therein, the adjustments resulting from the reclassification of Bluegreen Communities as a discontinued operation. Such recast consolidated financial statements of Bluegreen for the years ended December 31, 2008 through 2010 are filed as Exhibit 99.3 hereto and will be included in the Registration Statement.
The unaudited consolidated financial statements of each of BFC and Bluegreen for the nine-month period ended September 30, 2011 to be included in the Registration Statement were previously filed with the SEC and reflect the classification of Bluegreen Communities as a discontinued operation.
Additional Information and Where to Find it
The Registration Statement to be filed by BFC with the SEC will include a joint proxy statement/prospectus concerning the proposed merger with Bluegreen. The joint proxy statement/prospectus will be sent to the shareholders of BFC and Bluegreen, who are advised to read the joint proxy statement/prospectus when it is finalized and distributed because it will contain important information. Shareholders of BFC and Bluegreen will be able to obtain a copy of the joint proxy statement/prospectus and other relevant documents filed with the SEC free-of-charge from the SECs web site at www.sec.gov or by directing a request by mail to Corporate Secretary, 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309, or by calling 954-940-4900.
BFC, Bluegreen and certain of their directors and executive officers may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed merger. Information concerning the interests of the persons who may be considered participants in the solicitation as well as additional information concerning BFCs and Bluegreens directors and executive officers will be set forth in the joint proxy statement/prospectus relating to the proposed merger. Information concerning BFCs and Bluegreens directors and executive officers is also set forth in their respective filings with the SEC.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of such securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit | Description | |
23.1 | Consent of PricewaterhouseCoopers LLP | |
23.2 | Consent of Ernst & Young LLP | |
99.1 | Item 6. Selected Consolidated Financial Data | |
99.2 | Item 8. Financial Statements and Supplementary Data | |
99.3 | Consolidated Financial Statements of Bluegreen Corporation for the years ended December 31, 2008 through 2010 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BFC FINANCIAL CORPORATION | ||||||
Date: December 16, 2011 | By: | /s/ John K. Grelle | ||||
John K. Grelle, | ||||||
Executive Vice President and | ||||||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit | Description | |
23.1 | Consent of PricewaterhouseCoopers LLP | |
23.2 | Consent of Ernst & Young LLP | |
99.1 | Item 6. Selected Consolidated Financial Data | |
99.2 | Item 8. Financial Statements and Supplementary Data | |
99.3 | Consolidated Financial Statements of Bluegreen Corporation for the years ended December 31, 2008 through 2010 |