UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number:
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3235-0060 |
Expires:
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April 30, 2009 |
Estimated average burden
hours per response..............28.0 |
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 2, 2009
WOODBRIDGE HOLDINGS 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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2100 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) |
Registrants 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):
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x |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On July 2, 2009, Woodbridge Holdings Corporation (Woodbridge) entered into a definitive
agreement with BFC Financial Corporation (BFC) which provides for Woodbridge to become a
wholly-owned subsidiary of BFC. Under the terms of the merger agreement, which has been approved
by a special committee of Woodbridges independent directors as well as the boards of
directors of both Woodbridge and BFC, holders of Woodbridges Class A Common Stock (other than BFC)
will receive 3.47 shares of BFCs Class A Common Stock for each share of Woodbridges Class A
Common Stock they hold at the effective time of the merger. BFC currently owns approximately 22%
of Woodbridges Class A Common Stock and all of Woodbridges Class B Common Stock, representing
approximately 59% of the total voting power of Woodbridge. The shares of Woodbridges common stock
held by BFC will be canceled in the merger.
The merger agreement contains certain customary representations, warranties and covenants on
the part of Woodbridge and BFC. The merger agreement also provides for all seven of the directors
of Woodbridge who are not also directors of BFC as well as Seth Wise, President of Woodbridge, and
Jarett Levan, President of BankAtlantic Bancorp, Inc. and Chief Executive Officer and President of
BankAtlantic, to be appointed to BFCs board of directors in connection with the merger. The
current executive officers of BFC are anticipated to continue to serve as the executive officers of
BFC following the merger and, in accordance with the terms and conditions of the merger agreement,
Mr. Wise is expected to be appointed Executive Vice President of BFC.
The consummation of the merger is subject to a number of customary closing conditions,
including the approval of both Woodbridges and BFCs shareholders. The companies currently expect
to consummate the merger prior to the end of 2009.
The foregoing description is qualified in its entirety by reference to the full text of the
merger agreement, a copy of which is attached hereto as Exhibit 2.1and is incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure.
On July 6, 2009, Woodbridge and BFC issued a joint press release announcing their entry into
the merger agreement. A copy of the joint press release is furnished as Exhibit 99.1 hereto. The
information contained in the joint press release shall not be deemed to be filed for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of such section, nor will such information be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended (the Securities Act), or the
Exchange Act, except as may be expressly set forth by specific reference in such filing.
Additional Information and Where to Find it
Woodbridge and BFC intend to file and furnish to their respective shareholders a joint proxy
statement/prospectus concerning the merger. Shareholders of Woodbridge and BFC are advised to read
the joint proxy statement/prospectus when it is finalized and distributed because it will contain
important information. Shareholders of Woodbridge and BFC 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.
Participants in the Solicitation
Woodbridge, BFC 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 merger. Information concerning the interests of the persons who may be considered participants in
the solicitation as well as additional information concerning Woodbridges and BFCs directors and
executive officers will be set forth in the joint proxy statement/prospectus relating to the
merger. Information concerning Woodbridges and BFCs directors and executive officers is also set
forth in their respective proxy statements and annual reports on Form 10-K (including any
amendments thereto), previously filed with the SEC.
Matters discussed in this Current Report on Form 8-K contain forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These
forward-looking statements are based on various assumptions and involve substantial risks and
uncertainties. These risks and uncertainties include, without limitation, the risks relating to the
structure and potential benefits of the merger and the risk that the merger may not be consummated
in accordance with the contemplated terms and conditions or in the anticipated
timeframe, or at all. Woodbridge and BFC caution that the foregoing risks and uncertainties are
not exclusive and refer their shareholders to the other risks and uncertainties detailed in reports
filed by Woodbridge and BFC with the SEC.
Item 9.01 Financial Statements and Exhibits.
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(d) |
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Exhibits |
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2.1 |
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Agreement and Plan of Merger, dated as of July 2, 2009, by and among BFC
Financial Corporation, WDG Merger Sub, LLC and Woodbridge Holdings Corporation |
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99.1 |
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Joint Press Release, dated July 6, 2009 |