Levitt Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant þ
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Check the appropriate box:
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Proxy Statement
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þ Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to
Section 240.14a-12
Levitt Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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LEVITT
CORPORATION
2200 West Cypress Creek Road
Fort Lauderdale, Florida 33309
September 6,
2007
Dear
Shareholder:
You are cordially invited to attend the Annual Meeting of
Shareholders of Levitt Corporation, which will be held on
September 26, 2007 at 11:00 a.m., local time, at The
Westin Fort Lauderdale, 400 Corporate Drive, Fort Lauderdale,
Florida 33334.
Please read these materials so that you will know what we plan
to do at the meeting. Also, please sign and return the
accompanying proxy card in the postage-paid envelope. This way,
your shares will be voted as you direct even if you cannot
attend the meeting.
On behalf of your Board of Directors and our employees, I would
like to express our appreciation for your continued support.
Sincerely,
Alan B. Levan
Chairman of the Board
TABLE OF CONTENTS
LEVITT
CORPORATION
2200 West Cypress Creek Road
Fort Lauderdale, Florida 33309
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on
September 26, 2007
Notice is hereby given that the Annual Meeting of Shareholders
of Levitt Corporation (the Company) will be held at
The Westin Fort Lauderdale, 400 Corporate Drive, Fort
Lauderdale, Florida 33334 on September 26, 2007 commencing
at 11:00 a.m., local time, for the following purposes:
1. To elect three directors to the Companys Board of
Directors to serve until the Annual Meeting in 2010.
2. To approve an amendment to the Companys Amended
and Restated Articles of Incorporation increasing the number of
authorized shares of Class A Common Stock from 50,000,000
to 150,000,000.
3. To transact such other business as may properly be
brought before the Annual Meeting or any adjournment thereof.
The matters listed above are more fully described in the Proxy
Statement that forms a part of this Notice.
Only shareholders of record at the close of business on
August 30, 2007 are entitled to notice of and to vote at
the Annual Meeting.
Sincerely yours,
Alan B. Levan
Chairman of the Board
Fort Lauderdale, Florida
September 6, 2007
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE
THE COMPANY THE EXPENSE OF FURTHER REQUESTS FOR PROXIES;
THEREFORE EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
LEVITT
CORPORATION
2200 West Cypress Creek Road
Fort Lauderdale, Florida 33309
The Board of Directors of Levitt Corporation (the
Company) is soliciting proxies to be used at the
Annual Meeting of Shareholders of the Company (the Annual
Meeting) to be held at The Westin Fort Lauderdale,
400 Corporate Drive, Fort Lauderdale, Florida 33334 on
September 26, 2007 at 11:00 a.m., local time, and at
any and all postponements or adjournments of the Annual Meeting,
for the purposes set forth in the accompanying Notice of Meeting.
This Proxy Statement, Notice of Meeting and accompanying proxy
card are being mailed to shareholders on or about
September 6, 2007.
QUESTIONS
AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING
What is
the purpose of the Annual Meeting?
At the Annual Meeting, shareholders will act upon the matters
outlined in the Notice of Meeting accompanying this Proxy
Statement, including the election of directors and the amendment
to the Companys Amended and Restated Articles of
Incorporation, as well as any other matters which may properly
be brought before the Annual Meeting.
Who is
entitled to vote at the meeting?
Record holders of the Companys Class A Common Stock
(Class A Stock) and record holders of the
Companys Class B Common Stock (Class B
Stock) at the close of business on August 30,
2007 may vote at the meeting.
On August 30, 2007, 18,616,665 shares of Class A
Stock and 1,219,031 shares of Class B Stock were
outstanding and, thus, are eligible to vote at the Annual
Meeting.
What are
the voting rights of the holders of Class A Stock and
Class B Stock?
Holders of Class A Stock and the holder of Class B
Stock will vote as one class of common stock on each of the
matters to be voted upon at the Annual Meeting. Holders of
Class A Stock are entitled to one vote per share, with all
holders of Class A Stock having in the aggregate 53% of the
general voting power. The number of votes represented by each
share of Class B Stock, which represent in the aggregate
47% of the general voting power, is calculated each year in
accordance with the Companys Amended and Restated Articles
of Incorporation. At the Annual Meeting, each outstanding share
of Class B Stock will be entitled to 13.5428 votes on each
matter.
In addition to the approval of the holders of Class A Stock and
Class B Stock voting as one class on the proposed amendment to
our Amended and Restated Articles of Incorporation, the terms of
our Amended and Restated Articles of Incorporation also require
that the holder of the Class B Stock separately approve the
proposed amendment. The Company has been advised by BFC
Financial Corporation (BFC), the sole holder of the
Class B Stock, that it will vote its shares in favor of the
proposed amendment.
What
constitutes a quorum?
The presence at the meeting, in person or by proxy, of the
holders of shares representing a majority of the aggregate
voting power (as described above) of the Companys common
stock outstanding on August 30, 2007 will constitute a
quorum, permitting the conduct of business at the Annual Meeting.
What is
the difference between a shareholder of record and a
street name holder?
If your shares are registered directly in your name with
American Stock Transfer & Trust Company, the
Companys stock transfer agent, you are considered the
shareholder of record with respect to those shares. If your
shares are held in a stock brokerage account or by a bank or
other nominee, you are considered the beneficial owner of these
shares but not the shareholder of record, and your shares are
held in street name.
How do I
vote my shares?
If you are a shareholder of record, you can give a proxy to be
voted at the meeting by mailing in the enclosed proxy card or by
transmitting your voting instructions by telephone or internet
as described in further detail on the enclosed proxy card.
If you hold your shares in street name, you must
vote your shares in the manner prescribed by your broker or
nominee. Your broker or nominee has enclosed or provided a
voting instruction card for you to use in directing the broker
or nominee how to vote your shares.
Can I
vote my shares in person at the Annual Meeting?
Yes. If you are a shareholder of record, you may vote your
shares at the Annual Meeting by completing a ballot at the
Annual Meeting.
However, if you are a street name holder, you may
vote your shares in person only if you obtain a signed proxy
from your broker or nominee giving you the right to vote the
shares.
Even if you currently plan to attend the Annual Meeting, we
recommend that you also submit your vote by proxy or by giving
instructions to your broker or nominee as described above so
that your vote will be counted if you later decide not to attend
the Annual Meeting.
What are
my choices when voting?
With respect to the election of directors, you may vote for all
nominees, or your vote may be withheld with respect to one or
more nominees. The proposal related to the election of directors
is described in this Proxy Statement beginning at page 8.
With respect to the proposal to approve the amendment to the
Companys Amended and Restated Articles of Incorporation,
you may vote for the proposal, against the proposal or abstain
from voting on the proposal. This proposal is described in this
Proxy Statement beginning at page 23.
What is
the Boards recommendation?
The Board of Directors recommends a vote FOR all of the nominees
for director and FOR the approval of the amendment to the
Companys Amended and Restated Articles of Incorporation.
What if I
do not specify how I want my shares voted?
If you do not specify on your proxy card how you want to vote
your shares, we will vote them FOR all of the nominees for
director and FOR the approval of the amendment to the
Companys Amended and Restated Articles of Incorporation.
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Can I
change my vote?
Yes. You can revoke your proxy at any time before it is
exercised in any of three ways:
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by submitting written notice of revocation to the Companys
Secretary;
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by submitting another proxy that is dated later and is properly
signed; or
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by voting in person at the Annual Meeting.
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What vote
is required for a proposal to be approved?
For the election of directors, the affirmative vote of a
plurality of the votes cast at the Annual Meeting is required. A
properly executed proxy marked WITHHOLD AUTHORITY
with respect to the election of one or more directors will not
be voted with respect to the director or directors indicated,
although it will be counted for purposes of determining whether
there is a quorum.
For the approval of the amendment to the Companys Amended
and Restated Articles of Incorporation, we must receive the
affirmative vote of the holders of a majority of the votes cast
on the proposal by the holders of Class A Stock and Class B
Stock voting together as one class, as well as the separate
approval of the holder of the Class B Stock. Since abstentions
are treated for these purposes as votes cast on the proposal,
abstentions will effectively count as votes against the adoption
of the amendment to the Companys Amended and Restated
Articles of Incorporation. The Company has been advised by BFC,
the sole holder of the Class B Stock, that it will vote its
shares in favor of the proposed amendment.
If you hold your shares in street name through a
broker or other nominee, your broker or nominee may or may not
vote your shares in its discretion if you have not provided
voting instructions to the broker. Whether the broker may vote
your shares in its discretion depends on the proposals before
the Annual Meeting. Under the rules of the New York Stock
Exchange, your broker may vote your shares in its discretion on
routine matters. The election of directors is a
routine matter on which brokers will be permitted to vote your
shares if no voting instructions are furnished. The rules of the
New York Stock Exchange, however, do not permit your broker to
vote your shares in its discretion on proposals that are not
considered routine. The approval of the amendment to
the Companys Amended and Restated Articles of
Incorporation is a non-routine matter. Accordingly, if your
broker has not received your voting instructions with respect to
that proposal, your broker cannot vote your shares on that
proposal. This is called a broker non-vote. However,
because shares that constitute broker non-votes (which include
shares as to which brokers withhold authority) will not be
considered entitled to vote on such matters, broker non-votes
will have no effect on the outcome of the proposal.
Are there
any other matters to be acted upon at the Annual
Meeting?
We do not know of any other matters to be presented or acted
upon at the Annual Meeting. If any other matter is presented at
the Annual Meeting on which a vote may properly be taken, the
shares represented by proxies will be voted in accordance with
the judgment of the person or persons voting those shares.
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CORPORATE
GOVERNANCE
Pursuant to the Companys By-laws and the Florida Business
Corporation Act, the Companys business and affairs are
managed under the direction of the Board of Directors. Directors
are kept informed of the Companys business through
discussions with management, including the Chief Executive
Officer and other senior officers, by reviewing materials
provided to them and by participating in meetings of the Board
of Directors and its committees.
Determination
of Director Independence
The full Board undertook a review of each directors
independence and the facts underlying those determinations on
February 26, 2007. During this review the Board considered
transactions and relationships between each director or any
member of his immediate family and the Company and its
subsidiaries and affiliates, including those reported below
under Certain Relationships and Related
Transactions. It also examined transactions and
relationships between directors or their affiliates and members
of the Companys senior management or their affiliates. The
purpose of this review was to determine whether any such
relationship or transaction was inconsistent with a
determination that the director is independent under applicable
laws and regulations and the New York Stock Exchange listing
standards. As permitted by the listing standards of the New York
Stock Exchange, the Board has determined that the following
categories of relationships will not constitute material
relationships that impair a directors independence:
(i) serving on third party boards of directors with other
members of the Board, (ii) payments or charitable gifts by
the Company to entities with which a director is an executive
officer or employee where such payments or gifts do not exceed
the greater of $1 million or 2% of such companys or
charitys consolidated gross revenues, and
(iii) investments by directors in common with each other or
the Company, its affiliates or executive officers. As a result
of its review of the relationships of each of the members of the
Board, and considering these categorical standards, the Board
has affirmatively determined that a majority of the Board
members, including James Blosser, S. Lawrence Kahn, III,
Alan Levy, Joel Levy, and William Nicholson, are independent
directors within the meaning of the listing standards of the New
York Stock Exchange and applicable law.
Committees
of the Board of Directors and Meeting Attendance
The Companys Board of Directors has established Audit,
Compensation and Nominating and Corporate Governance Committees.
The Board has adopted a written charter for each of these three
committees and Corporate Governance Guidelines that address the
make-up and
functioning of the Board. The Board has also adopted a Code of
Business Conduct and Ethics that applies to all of the
Companys directors, officers and employees. The committee
charters, Corporate Governance Guidelines and Code of Business
Conduct and Ethics are posted in the Investor
Relations section of the Companys website at
www.levittcorporation.com, and each is available in print
without charge to any shareholder.
The Board met nine times and executed one unanimous written
consent in lieu of a meeting during 2006. Except James Blosser,
who attended six Board meetings and four Nominating and
Corporate Governance Committee meetings in 2006, each of the
members of the Board of Directors attended at least 75% of the
meetings of the Board and Committees on which he served. All of
the then-serving members of the Board of Directors attended the
Companys Annual Meeting of Shareholders in 2006, although
the Company has no formal policy requiring them to do so.
The
Audit Committee
The Audit Committee consists of Joel Levy, Chairman, William
Nicholson and S. Lawrence Kahn, III. The Board has
determined that all current members of the Audit Committee are
financially literate and independent
within the meaning of the listing standards of the New York
Stock Exchange and applicable Securities and Exchange Commission
(SEC) regulations. Mr. Levy, the Chairman of
this committee, is qualified as an audit committee financial
expert within the meaning of SEC regulations, and the Board has
determined that he has accounting and related financial
management expertise within the meaning of the listing standards
of the New York Stock Exchange. The Audit Committee met nine
times during the 2006 fiscal year, and its members also held
various informal conference calls as a committee. The Audit
Committee is directly responsible for the appointment,
compensation, retention and oversight of the Companys
independent auditor. Additionally, the Audit Committee
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assists Board oversight of: (i) the integrity of the
Companys financial statements, (ii) the
Companys compliance with legal and regulatory
requirements, (iii) the qualifications, performance and
independence of the Companys independent auditor, and
(iv) the performance of the Companys internal audit
function. In connection with these oversight functions, the
Audit Committee receives reports from the Companys
outsourced internal audit group, periodically meets with
management and the Companys independent auditors to
receive information concerning internal controls over financial
reporting and any deficiencies in such controls, and has adopted
a complaint monitoring procedure that enables confidential and
anonymous reporting to the Audit Committee of concerns regarding
questionable accounting or auditing matters. A report from the
Audit Committee is included at page 19.
The
Compensation Committee
The Compensation Committee consists of S. Lawrence
Kahn, III, Chairman, Alan Levy and William Nicholson. All
of the members of the Compensation Committee are independent
within the meaning of the listing standards of the New York
Stock Exchange. In addition, each Compensation Committee member
is a Non-Employee Director as defined in
Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the
Exchange Act) and an outside director as
defined for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the Internal Revenue
Code). The Compensation Committee met nine times during
2006. The Compensation Committee provides assistance to the
Board in fulfilling its responsibilities relating to the
compensation of the Companys executive officers. It
reviews and determines the compensation of the Chief Executive
Officer and determines or makes recommendations with respect to
the compensation of the Companys other executive officers.
It also administers the Companys equity-based and
performance-based compensation plans.
The
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee consists of
James Blosser, Chairman, Alan Levy and Joel Levy, each of whom
has been determined by the Board of Directors to meet the New
York Stock Exchanges standards for independence. The
Nominating and Corporate Governance Committee met five times
during 2006. The Nominating and Corporate Governance Committee
is responsible for assisting the Board in identifying
individuals qualified to become directors, making
recommendations of candidates for directorships, developing and
recommending to the Board a set of corporate governance
principles for the Company, overseeing the evaluation of the
Board and management, overseeing the selection, composition and
evaluation of Board committees and overseeing the management
continuity and succession planning process.
Generally, the Nominating and Corporate Governance Committee
will identify candidates through the business and other
organization networks of the directors and management.
Candidates for director will be selected on the basis of the
contributions the Nominating and Corporate Governance Committee
believes that those candidates can make to the Board and to
management and on such other qualifications and factors as the
Nominating and Corporate Governance Committee considers
appropriate. In assessing potential new directors, the
Nominating and Corporate Governance Committee will seek
individuals from diverse professional backgrounds who provide a
broad range of experience and expertise. Board candidates should
have a reputation for honesty and integrity, strength of
character, mature judgment and experience in positions with a
high degree of responsibility. In addition to reviewing a
candidates background and accomplishments, candidates for
director nominees are reviewed in the context of the current
composition of the Board and the evolving needs of the Company.
The Company also requires that its Board members be able to
dedicate the time and resources sufficient to ensure the
diligent performance of their duties on the Companys
behalf, including attending Board and applicable committee
meetings. If the Nominating and Corporate Governance Committee
believes a candidate would be a valuable addition to the Board,
it will recommend the candidates election to the full
Board. Since the Companys 2006 Annual Meeting of
Shareholders, the Nominating and Corporate Governance Committee
has not nominated a new candidate for election as director.
Under the Companys By-laws, nominations for directors may
be made only by or at the direction of the Board of Directors,
or by a shareholder entitled to vote who delivers written notice
(along with certain additional information specified in the
Companys By-laws) not less than 90 nor more than
120 days prior to the first anniversary of the preceding
years Annual Meeting of Shareholders. For the
Companys 2008 Annual Meeting of
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Shareholders, the Company must receive this notice between
May 29 and June 28, 2008 (or by such other date as set
forth in a Company filing under the Exchange Act).
The
Investment Committee
The Investment Committee was established by the Companys
Board of Directors by resolution in September 2003 and consists
of Alan B. Levan, Chairman, John E. Abdo, William Nicholson and
two outside, non-voting advisory members. The Investment
Committee met 17 times in 2006. The Investment Committee assists
the Board in supervising and overseeing the management of the
Companys investments in capital assets. Specifically, the
Investment Committee (i) reviews and approves all real
property transactions, (ii) authorizes new project and
working capital debt subject to guidelines established by the
Board, and (iii) authorizes refinancing and other
modifications to existing project and other working capital debt
subject to limits established by the Board.
Executive
Sessions of Non-Management and Independent Directors
On January 23, and July 24, 2006 the non-management
directors of the Company met in an executive session of the
Board in which management directors and other members of
management did not participate. Mr. Dornbush was the
presiding director for these sessions. The non-management
directors will meet at semi-annual scheduled meetings each year,
and may schedule additional meetings without management present
as they determine to be necessary.
Director
and Management Indebtedness
The Company has not made any loans to its executive officers or
directors.
Communications
with the Board of Directors and Non-Management
Directors
Interested parties who wish to communicate with the Board of
Directors, any individual director or the non-management
directors as a group, can write to the Companys Secretary
at Levitt Corporation, 2200 West Cypress Creek Road,
Fort Lauderdale, Florida 33309. If the person submitting
the letter is a shareholder, the letter should include a
statement indicating such. Depending on the subject matter, an
officer of the Company will:
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forward the letter to the director or directors to whom it is
addressed;
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attempt to handle the inquiry directly if it relates to routine
or ministerial matters, including requests for
information; or
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not forward the letter if it is primarily commercial in nature
or if it is determined to relate to an improper or irrelevant
topic.
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A member of management will, at each meeting of the Board,
present a summary of all letters received since the last meeting
that were not forwarded to the Board and will make those letters
available to the Board upon request.
Code of
Ethics
The Company has a Code of Business Conduct and Ethics that
applies to all directors, officers and employees of the Company,
including its principal executive officer, principal financial
officer and principal accounting officer. The Company will post
amendments to or waivers from its Code of Ethics to the extent
applicable to the Companys principal executive officer,
principal financial officer or principal accounting officer on
its website at www.levittcorporation.com. There were no
such waivers during 2006. The Company made ministerial
amendments to the Code of Ethics on December 18, 2006. The
amended Code of and Ethics has been posted on the Companys
website at www.levittcorporation.com.
Compensation
Committee Interlocks and Insider Participation
The Board of Directors has designated Alan Levy, S. Lawrence
Kahn, III and William R. Nicholson, none of whom are
employees of the Company or any of its subsidiaries, to serve on
the Compensation Committee. The
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Companys Chairman and Vice Chairman are also executive
officers of BFC, the Companys controlling shareholder. In
addition, the Companys Chairman and Vice Chairman are also
executive officers of BankAtlantic Bancorp, Inc.
(BankAtlantic Bancorp) and are Chairman and Vice
Chairman, respectively, of the Board of Directors of Bluegreen
Corporation (Bluegreen), each of which is an
affiliate of the Company. Each of the Companys Chairman
and Vice Chairman also receives compensation from BFC and from
BankAtlantic Bancorp and was granted stock options by Bluegreen.
Section 16(a)
Beneficial Ownership Reporting Compliance
Based solely upon a review of the copies of the forms furnished
to the Company and written representations that no other reports
were required, the Company believes that during the year ended
December 31, 2006, all filing requirements under
Section 16(a) of the Exchange Act applicable to its
officers, directors and greater than 10% beneficial owners were
complied with on a timely basis.
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PROPOSALS TO
BE CONSIDERED AT THE ANNUAL MEETING
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PROPOSAL FOR
ELECTION OF DIRECTORS
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Nominees
for Election as Director
The Board of Directors currently consists of nine directors
divided into three classes, each of which has a three year term
expiring in annual succession. The Companys By-laws
provide that the Board of Directors shall consist of no less
than three or more than twelve directors. The specific number of
directors is set from time to time by resolution of the Board. A
total of three directors will be elected at the Annual Meeting,
all of whom will be elected for the term expiring in 2010.
Each of the nominees was recommended for nomination by the
Nominating and Corporate Governance Committee and has consented
to serve the term indicated. If any of them should become
unavailable to serve as a director, the Board may designate a
substitute nominee. In that case, the persons named as proxies
will vote for the substitute nominee designated by the Board.
Except as otherwise indicated, the nominees and directors listed
below have had no change in principal occupation or employment
during the past five years.
The
Directors Standing For Election Are:
TERMS
ENDING IN
2010:
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WILLIAM
SCHERER
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Director
since 2001
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Mr. Scherer, age 59, has been an attorney in the law
firm of Conrad & Scherer, P.A. since 1974.
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S.
LAWRENCE KAHN, III
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Director
since 2003
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Mr. Kahn, III, age 61, has been the President and
Chief Executive Officer since 1986 of Lowell Homes, Inc., a
Florida corporation engaged in the business of homebuilding.
Mr. Kahn also serves as a director of the Great Florida
Bank.
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JOEL
LEVY
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Director
since 2003
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Mr. Levy, age 67, has been the Vice Chairman of the
Board of Adler Group, Inc., a commercial real estate company,
since 1984, and served as the Chief Operating Officer of Adler
Group, Inc. from 1984 through 2006.
THE BOARD OF DIRECTORS RECOMMENDS THAT ALL OF THE NOMINEES BE
ELECTED AS DIRECTORS.
The
Directors Continuing in Office are:
TERMS
ENDING IN
2008:
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JOHN
E. ABDO
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Director
since 1985
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Mr. Abdo, age 64, has been Vice Chairman of
BankAtlantic since April 1987 and Chairman of the Executive
Committee of BankAtlantic since October 1985. He has been a
director of BFC since 1988 and Vice Chairman of the Board of BFC
since 1993. He has been a director and Vice Chairman of the
Board of BankAtlantic Bancorp since 1994 and Vice Chairman of
the Board of the Company since April 2001. He has been President
and Chief Executive Officer of Abdo Companies, Inc., a real
estate development, construction and brokerage firm, for more
than five years. He is also a director of Benihana, Inc.
(Benihana), an Asian-themed restaurant chain, and
has been a director and Vice Chairman of Bluegreen since 2002.
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WILLIAM
NICHOLSON
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Director
since 2003
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Mr. Nicholson, age 61, has been a principal with
Heritage Capital Group since 2003. Previously,
Mr. Nicholson served as Managing Director of Bank of
America Securities and Bank of America in the real estate
advisory group.
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ALAN
J. LEVY
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Director
since 2005
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Mr. Levy, age 67, is the founder and, since 1980, has
served as the President and Chief Executive Officer of Great
American Farms, Inc., an agricultural company involved in the
farming, marketing and distribution of a variety of fruits,
vegetables and meat products.
TERMS
ENDING IN
2009:
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ALAN
B. LEVAN
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Director
since 1987
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Mr. Levan, age 62, formed the I.R.E. Group
(predecessor to BFC) in 1972. Since 1978, he has been Chairman
of the Board, President and Chief Executive Officer of BFC or
its predecessors. He has been Chairman of the Board and Chief
Executive Officer of BankAtlantic Bancorp since 1994 and
Chairman of the Board of BankAtlantic since 1987. He has been
Chairman of the Board and Chief Executive Officer of the Company
since 1985 and Chairman of Bluegreen since 2002.
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JAMES
BLOSSER
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Director
since 2003
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Mr. Blosser, age 69, has been an attorney with the law
firm of Blosser & Sayfie since 2001. Additionally,
from 1999 to 2004 he was a partner with the governmental
relations firm of Poole, McKinley & Blosser. Prior to
1999, he was an Executive Vice President of Huizenga Holdings, a
sports, investment and entertainment conglomerate in
Fort Lauderdale, Florida.
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DARWIN
DORNBUSH
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Director
since 2003
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Mr. Dornbush, age 77, is a senior partner in the law
firm of Dornbush Schaeffer Strongin & Weinstein, LLP.
He has served as Secretary of Benihana and its predecessor since
1983, and he has been a director of Benihana since 1995.
Mr. Dornbush has served as Secretary and since 1980 he has
been a director of Benihana of Tokyo, the parent company of
Benihana. Mr. Dornbush is also a director of Cantel Medical
Corp., a healthcare company.
Identification
of Executive Officers
The following individuals are executive officers of the Company:
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Name
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Position
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Alan B. Levan
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Chairman of the Board and Chief
Executive Officer
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John E. Abdo
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Vice Chairman
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Paul J. (Pete) Hegener
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President of Core Communities, LLC
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Jeanne T. Prayther
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Chief Accounting Officer
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George P. Scanlon
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Executive Vice President and Chief
Financial Officer
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Seth M. Wise
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President of Levitt Corporation and
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Levitt and Sons, LLC
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The following additional information is provided for the
executive officers shown above that are not directors of Levitt:
Paul J. (Pete) Hegener, age 66, joined
Core Communities, LLC (Core Communities), the
Companys wholly-owned master-planned community development
subsidiary, in 1992 as its President.
Jeanne T. Prayther, age 40, has been employed by the
Company since May 2006 and was appointed Chief Accounting
Officer of the Company in July 2006. Ms. Prayther was
employed by KPMG LLP from 1988 to 2000. Ms. Prayther was
subsequently employed by Daleen Technologies, Inc., a global
provider of high performance billing and customer care software
solutions, as Vice President Finance from June 2000
to August 2001 and as Chief Financial Officer from August 2001
to May 2004. From May 2004 to May 2006, Ms. Prayther was
Vice President of Finance and Corporate Controller of Mastec,
Inc., a leading specialty contractor for communications
companies, utilities and governments.
9
George P. Scanlon, age 49, joined the Company in
August 2004 and was named Executive Vice President and Chief
Financial Officer. Mr. Scanlon also currently serves as
Executive Vice President and Chief Financial Officer of BFC.
Mr. Scanlon was the Chief Financial Officer of Datacore
Software Corporation from December 2001 to August 2004. Datacore
is a privately-owned independent software vendor specializing in
storage control, storage management and storage consolidation.
Prior to joining Datacore, Mr. Scanlon was the Chief
Financial Officer of Seisint, Inc. from November 2000 to
September 2001. Seisint was a privately-owned technology company
specializing in providing data search and processing products.
Prior to joining Seisint, Mr. Scanlon was employed at Ryder
System, Inc. from August 1982 to June 2000, serving in a variety
of financial positions, including Senior Vice
President Planning and Controller. Ryder is a
publicly-traded Fortune 500 provider of transportation,
logistics and supply chain management services.
Seth M. Wise, age 37, was named President of the
Company in July 2005. He previously served as Executive Vice
President beginning in September 2003. He became President of
Levitt and Sons, LLC (Levitt and Sons), the
Companys wholly-owned homebuilding subsidiary, in 2006.
Previously, Mr. Wise was a Vice President of Abdo
Companies, Inc., a South-Florida-based private real estate
development company controlled by John E. Abdo.
Certain
Relationships and Related Transactions
Review,
Approval or Ratification of Transactions with Related
Persons
The Board of Directors reviews and approves transactions in
which the Company was or is to be a participant, the amount
involved exceeded or will exceed $120,000 annually and any of
the Companys directors or executive officers, or their
immediate family members, had or will have a direct or indirect
material interest. When considering a related person
transaction, the Companys Board of Directors analyzes,
among other factors it deems appropriate, whether such related
person transaction was or is to be for the benefit of the
Company and upon terms no less favorable to the Company than if
the related person transaction was with an unrelated party.
During 2006, no related person transaction occurred where this
process was not followed.
Transactions
with Related Persons
The Company and BankAtlantic Bancorp are under common control.
The controlling shareholder of the Company and BankAtlantic
Bancorp is BFC. BankAtlantic Bancorp is the parent company of
BankAtlantic. The majority of BFCs capital stock is owned
or controlled by the Companys Chairman and Chief Executive
Officer, Alan B. Levan, and by the Companys Vice Chairman,
John E. Abdo, both of whom are also directors of the Company and
executive officers and directors of each of BFC, BankAtlantic
Bancorp and BankAtlantic. Mr. Levan and Mr. Abdo are
the Chairman and Vice Chairman, respectively, of Bluegreen.
The Company, BFC, BankAtlantic Bancorp and Bluegreen entered
into a shared services arrangement, pursuant to which BFC
provides the Company, BankAtlantic Bancorp and Bluegreen with
various executive and administrative services. In 2006, the
Company paid $912,000 for risk management, investor relations
and human resources services provided to the Company by BFC,
including the sublease of office space which is leased by BFC
from BankAtlantic Bancorp on a month-to-month basis. An
additional $185,000 was paid in 2006 to BankAtlantic Bancorp for
miscellaneous expense reimbursements and similar services
provided to the Company in 2005.
The Company maintains securities sold under repurchase
agreements at BankAtlantic. The balance in its accounts at
December 31, 2006 was $4.6 million, and BankAtlantic
paid interest to the Company on its accounts in 2006 of $436,000.
The Company utilizes the services of Conrad & Scherer,
P.A., a law firm in which William R. Scherer, a member of the
Board of Directors, is a member. The Company paid fees
aggregating $470,000 to this firm during the year ended
December 31, 2006.
Certain of the Companys executive officers separately
receive compensation from affiliates of the Company for services
rendered to those affiliates. Members of the Companys
Board of Directors and executive officers also have banking
relationships with BankAtlantic in the ordinary course of
BankAtlantics business.
10
During the year ended December 31, 2005 and 2004, actions
were taken by the Company with respect to the development of
certain property owned by BankAtlantic. The Companys
efforts included the successful rezoning of the property and
obtaining the permits necessary to develop the property for
residential and commercial use. At December 31, 2005,
BankAtlantic had agreed to reimburse the Company $438,000 for
the out-of-pocket costs incurred by it in connection with these
efforts. As of December 31, 2006, this balance had been
paid in full and no further amounts remain outstanding.
Compensation
Discussion and Analysis
Overview
of Compensation Program
The Compensation Committee (referred to within this section as
the Committee) administers the compensation program
for the Companys executive officers. The Committee reviews
and determines all executive officer compensation, administers
the Companys equity incentive plans (including reviewing
and approving grants to the Companys executive officers),
makes recommendations to shareholders with respect to proposals
related to compensation matters and generally consults with
management regarding employee compensation programs.
The Committees charter reflects these responsibilities,
and the Committee and the Board of Directors periodically review
and, if appropriate, revise the charter. The Board of Directors
determines the Committees membership, which is composed
entirely of independent directors. The Committee meets at
regularly scheduled times during the year, and it may also hold
specially scheduled meetings and take action by written consent.
At Board meetings, the Chairman of the Committee reports on
Committee actions and recommendations, as he deems appropriate.
Executive compensation is reviewed at executive sessions of the
Board.
Throughout this Proxy Statement, the term Named Executive
Officers is used to refer collectively to the individuals
included on the Summary Compensation Table on page 14.
Compensation
Philosophy and Objectives
The Companys compensation program for executive officers
consists of a base salary, an annual cash incentive and bonus
program, periodic grants of restricted stock or stock options
and health and welfare benefits. The Committee believes that the
most effective executive officer compensation program is one
that is designed to align the interests of the executive
officers with those of shareholders by compensating the
executive officers in a manner that advances both the short-and
long-term interests of the Company and its shareholders. The
Committee believes that the Companys compensation program
for executive officers is appropriately based upon the
Companys performance, the performance and level of
responsibility of the executive officer and the market,
generally, with respect to executive officer compensation.
Messrs. Levan and Abdo hold executive positions at BFC and
BankAtlantic Bancorp and receive compensation from BFC and
BankAtlantic Bancorp. While the Committee does not determine the
compensation paid to Messrs. Levan and Abdo by BFC or
BankAtlantic Bancorp, the Committee considers the fact that
Messrs. Levan and Abdo each devote time to the operations
of BFC and BankAtlantic Bancorp when determining the
compensation the Company pays to them.
Role
of Executive Officers in Compensation Decisions
The Committee makes all compensation decisions for the Named
Executive Officers and the Companys other executive
officers and approves recommendations regarding equity awards to
all of the Companys employees. The Chief Executive Officer
annually reviews the performance of each of the Named Executive
Officers (other than himself, whose performance is reviewed by
the Committee). The conclusions reached and recommendations
based on these reviews, including those with respect to setting
and adjusting base salary, annual cash incentive awards and
stock option awards, are presented to the Committee. The
Committee can exercise its discretion in modifying upward or
downward any recommended amounts or awards to executive
officers. In 2006, the Committee accepted without modification
the recommendations of the Chief Executive Officer with respect
to the base salary, annual cash incentive awards and stock
option awards paid or to be paid by the Company to its executive
officers.
11
Executive
Officer Compensation Components
For the fiscal year ended December 31, 2006, the principal
components of compensation for the Named Executive Officers were:
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base salary;
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the Companys annual incentive and bonus program; and
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long-term equity incentive compensation.
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Base
Salary
The Committee believes that the base salaries offered by the
Company are competitive based on a review of market practices
and the duties and responsibilities of each Named Executive
Officer. In setting base salaries, the Committee periodically
examines market compensation levels and trends observed in the
market for executives of comparable experience and skills.
Market information is used as an initial frame of reference for
establishing and adjusting base salaries. The Committee believes
that the Named Executive Officers base salaries should be
competitive with those of other executives with comparable
experience at organizations similar to the Company.
In addition to examining market compensation levels and trends,
the Committee makes base salary decisions for the Named
Executive Officers based on an annual review by the Committee
with input and recommendations from the Chief Executive Officer.
The Committees review includes, among other things, the
functional and decision-making responsibilities of each
position, the significance of each Named Executive
Officers specific area of individual responsibility to the
Companys financial performance and achievement of overall
goals, and the contribution, experience and work performance of
each Named Executive Officer.
With respect to base salary decisions for the Chief Executive
Officer, the Committee made an assessment of
Mr. Levans past performance as Chief Executive
Officer and its expectations as to his future contributions to
the Company, as well as the factors described above for the
other Named Executive Officers, including examining market
compensation levels and trends and evaluating his individual
performance and the Companys financial condition,
operating results and attainment of strategic objectives. In
evaluating the performance of Mr. Levan for purposes of not
only his base salary, but also any cash bonus under the
Companys annual incentive program and stock option awards
under the Companys long-term equity incentive compensation
program, the Committee considered the Companys 2006
operating results and its financial condition. In its review,
the Committee noted several specific items relative to
Mr. Levans performance, including his leadership and
critical assessment of the issues facing the Company.
The 2006 base salary of each of Messrs. Levan, Abdo and
Scanlon increased approximately 4% from 2005. The 2006 base
salary of Mr. Weiner, former Chief Executive Officer of
Levitt and Sons, increased approximately 19% from 2005.
Mr. Hegeners 2006 base salary did not increase from
2005. For 2007, the Committee has approved increases of
approximately 4% in Messrs. Levans and Abdos
respective base salaries from 2006 and an increase of
approximately 49% in Mr. Hegeners base salary from
2006. The Committee has also approved a 2007 base salary of
$175,000 for Mr. Scanlon, a decrease of approximately 39%
from his 2006 base salary from the Company. However,
Mr. Scanlon is also now serving as Chief Financial Officer
of BFC and will receive a salary of $175,000 in that capacity.
Effective April 1, 2007, Mr. Weiner retired as Chief
Executive Officer of Levitt and Sons, and accordingly he no
longer serves as an executive officer of the Company.
Mr. Weiner continues to serve the Company in a
non-executive position.
Annual
Incentive and Bonus Program
The Companys annual incentive and bonus program is a cash
bonus plan designed to promote high performance and achievement
of shorter-term corporate strategic goals and initiatives,
encourage the growth of shareholder value, and allow executives,
including the Named Executive Officers, to participate in the
growth and profitability of the Company. This program includes
elements tied to the achievement of pre-established, objective
individual and company-wide annual financial performance goals.
These goals are established each year during the Companys
annual budget cycle, and the portion of an executive
officers cash bonus under the plan that is related to
12
financial performance goals varies upon the impact that he or
she has on the overall corporate and respective division
financial performance. The Companys annual incentive
program also includes a discretionary element tied to a
subjective evaluation of overall performance in areas outside
those that can be objectively measured from financial results.
Each executive officers bonus is intended to take into
account corporate and individual components, which are weighted
according to the executive officers responsibilities.
The Company paid a bonus of $100,000 to Mr. Scanlon for his
service to the Company during 2006, all of which was based on a
subjective evaluation of overall performance in areas other than
those that can be objectively measured from specific financial
goals. While the other Named Executive Officers achieved many of
the goals set for them, the objective financial criteria set for
2006 under the Companys annual incentive program were not
met and given the Companys reduction in workforce and its
goal of reducing expenses, in accordance with the Chief
Executive Officers recommendation, no discretionary bonus
was paid by the Company to Messrs. Levan, Abdo, Hegener or
Weiner for their services to the Company during 2006. Because of
the current challenging economic and market conditions, no
objective financial criteria was set under the Companys
annual incentive and bonus program for 2007 and accordingly any
bonus paid to the Named Executive Officers in 2007, which may
range from 60% to 150% of base salary, will be paid at the
discretion of the Committee based on a number of subjective
factors, which may include Company performance, market
conditions and the level of compensation paid to executives with
similar responsibilities at comparable companies. As described
above, effective April 1, 2007, Mr. Weiner ceased to
be an executive officer of the Company and is not expected to
receive a bonus under the Companys annual incentive and
bonus program for 2007.
In addition to being eligible for a cash bonus under the
Companys annual incentive and bonus program, the Named
Executive Officers are eligible for a cash award under the
Companys Corporate Goal Bonus Plan (the Goals
Plan). The Goals Plan provides a quarterly payout to all
of the Companys employees, including the Named Executive
Officers, in an amount equal to a percentage of not more than 6%
of an employees quarterly base salary payable at the
discretion of the Company after taking into account certain
pre-established quarterly goals. In 2006, a total of $35,284 in
cash was awarded to the Named Executive Officers under the Goals
Plan as follows:
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Alan B. Levan
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$
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6,769
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John E. Abdo
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9,582
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Paul J. Hegener
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6,354
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Elliott M. Wiener
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8,195
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George P. Scanlon
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4,384
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Long-Term
Equity Incentive Compensation
The Companys long-term equity incentive compensation
program provides an opportunity for the Named Executive
Officers, and the Companys other executive officers, to
increase their stake in the Company through grants of options to
purchase shares of Class A Stock and encourages executive
officers to focus on long-term company performance by aligning
the executive officers interests with those of the
Companys shareholders, since the ultimate value of such
compensation is directly dependent on the stock price. The
Committee believes that providing executive officers with
opportunities to acquire an interest in the growth and
prosperity of the Company through the grant of stock options
enables the Company to attract and retain qualified and
experienced executive officers and offer additional long-term
incentives.
The Committees grant of stock options to executive
officers is discretionary based on an assessment of the
individual executive officers contribution to the success
and growth of the Company, subject in any event to the
limitations set by the Companys Amended and Restated 2003
Stock Incentive Plan. Decisions by the Committee regarding
grants of stock options to executive officers, including the
Named Executive Officers (other than the Chief Executive
Officer), are generally made based upon the recommendation of
the Chief Executive Officer, the level of the executive
officers position with the Company, an evaluation of the
executive officers past and expected future performance,
the number of outstanding and previously granted stock options
to the executive officer and discussions with the executive
officer.
13
In 2006, all of the Named Executive Officers were granted
options to purchase shares of Class A Stock, with an
exercise price equal to the market value of such stock on the
date of grant, and which vest on the fifth anniversary of the
date of grant. The Committee believes that such stock options
serve as a significant aid in the retention of executive
officers, since these stock option awards do not vest until five
years after the grant date.
Internal
Revenue Code Limits on Deductibility of
Compensation
Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public corporations for
compensation over $1,000,000 paid for any fiscal year to the
corporations chief executive officer and four other most
highly compensated executive officers as of the end of any
fiscal year. However, the statute exempts qualifying
performance-based compensation from the deduction limit if
certain requirements are met.
The Committee believes that it is generally in the
Companys best interest to attempt to structure
performance-based compensation, including stock option grants or
performance-based restricted stock awards and annual bonuses, to
executive officers who may be subject to Section 162(m) in
a manner that satisfies the statutes requirements for full
tax deductibility for the compensation. However, the Committee
also recognizes the need to retain flexibility to make
compensation decisions that may not meet Section 162(m)
standards when necessary to enable the Company to meet its
overall objectives, even if the Company may not deduct all of
the compensation. In an effort to meet the requirements of
Section 162(m), the Company adopted its Performance-Based
Annual Incentive Plan in 2004 to provide performance based goals
for the payment of cash bonuses to certain Named Executive
Officers. The objective criteria were not met in 2006. The bonus
paid to Mr. Scanlon for his service to the Company during
2006 was paid based on subjective criteria. No assurance can be
given that compensation paid by the Company in the future will
satisfy the requirements for deductibility under
Section 162(m).
Compensation
of Named Executive Officers
Summary
Compensation Table 2006
The following table sets forth certain summary information
concerning compensation paid or accrued by the Company to or on
behalf of the Named Executive Officers (as defined in the
Compensation Discussion and Analysis section above)
for the fiscal year ended December 31, 2006. Officers of
the Company who also serve as officers or directors of
affiliates receive compensation from such affiliates for
services rendered on behalf of the affiliates.
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Change in
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Pension Value
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Non-Equity
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and Nonqualified
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Incentive
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Deferred
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Stock
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Option
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Plan
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Compensation
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All Other
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Name and Principal Position
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Year
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Salary
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Bonus(1)
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Awards
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Awards(2)
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Compensation
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Earnings
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Compensation(3)
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Total
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Alan B. Levan,
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2006
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$
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515,833
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$
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6,769
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$
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$
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230,828
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$
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$
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$
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$
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753,430
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Chief Executive Officer(4)
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John E. Abdo,
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2006
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628,672
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9,582
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333,573
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291,244
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1,263,071
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Vice Chairman(4)
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Paul J. Hegener,
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2006
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403,092
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6,354
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166,789
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16,600
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592,835
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President, Core Communities
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Elliott Wiener,
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2006
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600,000
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8,195
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166,789
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22,666
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797,650
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Chief Executive Officer,
Levitt and Sons(5)
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George P. Scanlon,
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2006
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283,708
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104,384
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130,781
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8,800
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527,673
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Executive Vice President and
Chief Financial Officer
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(1) |
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Represents the discretionary component of cash awards under the
Goals Plan. In addition, the amount reflected in the
Bonus column for Mr. Scanlon includes a
$100,000 payment under the Companys annual incentive and
bonus program which is tied to a subjective evaluation of
overall performance. Both the Goals Plan and the Companys
annual incentive and bonus program are more fully described in
the Compensation Discussion and Analysis section
above. |
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(2) |
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All options are to purchase shares of Class A Stock.
Represents the dollar amount recognized for financial statement
reporting purposes for the fiscal year ended December 31,
2006, in accordance with FAS 123(R), without taking into
account an estimate of forfeitures related to service-based
vesting of stock option grants, |
14
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including amounts from awards granted prior to 2006. Other than
with respect to forfeitures, of which there were none during
2006, assumptions used in the calculation of these amounts are
included in footnote 4 to the Companys audited financial
statements for the fiscal year ended December 31, 2006
included in Amendment No. 2 to the Companys Annual
Report on
Form 10-K/A,
filed with the Securities and Exchange Commission on
July 5, 2007. Additional information regarding these stock
options awarded to the Named Executive Officers in 2006,
including the grant date fair value of such stock options, is
set forth in the Grants of Plan-Based Awards
2006 table below. |
|
(3) |
|
Items included under All Other Compensation for each
of the Named Executive Officers are set forth in the table below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
|
|
|
|
|
|
Contributions
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Paid to
|
|
|
|
|
|
to Retirement
|
|
|
|
|
|
|
|
|
|
|
|
|
Abdo
|
|
|
Insurance
|
|
|
and
|
|
|
Auto
|
|
|
|
|
Name
|
|
Year
|
|
|
Companies, Inc.
|
|
|
Premiums
|
|
|
401(k) Plans
|
|
|
Allowance
|
|
|
Total
|
|
|
Alan B. Levan
|
|
|
2006
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
John E. Abdo
|
|
|
2006
|
|
|
|
291,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
291,244
|
|
Paul J. Hegener
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
8,800
|
|
|
|
7,800
|
|
|
|
16,600
|
|
Elliott Wiener
|
|
|
2006
|
|
|
|
|
|
|
|
7,866
|
|
|
|
8,800
|
|
|
|
6,000
|
|
|
|
22,666
|
|
George Scanlon
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
8,800
|
|
|
|
|
|
|
|
8,800
|
|
|
|
|
|
|
Mr. Abdo is the principal shareholder and Chief Executive
Officer of Abdo Companies, Inc. Amounts included under
Insurance Premiums include amounts paid to
Mr. Weiner in connection with a life and accidental death
and dismemberment policy plus long term disability coverage as
well as amounts reimbursed to Mr. Weiner for medical
expenses. |
|
(4) |
|
Each of Messrs. Levan and Abdo received non-qualified
options to acquire 50,000 shares of Bluegreens common
stock during 2006 at an exercise price of $12.07. The options
vest on the fifth anniversary of the grant date and have a ten
year term. The grant date fair value of the options computed in
accordance with FAS 123(R) was $336,500. |
|
|
|
(5) |
|
Mr. Wiener is a party to an agreement dated July 19,
2001, as amended on August 28, 2006, pursuant to which the
Company employed Mr. Wiener as Chief Executive Officer of
Levitt and Sons. Effective April 1, 2007, Mr. Weiner
retired as Chief Executive Officer of Levitt and Sons and began
his service as Chairman Emeritus of Levitt and Sons. Additional
information regarding this agreement, Mr. Wieners
retirement as Chief Executive Officer of Levitt and Sons and
Mr. Weiners service as Chairman Emeritus of Levitt
and Sons is set forth under Potential Payments upon
Termination or
Change-in-Control
below. |
Grants of
Plan-Based Awards2006
The following table sets forth certain information concerning
grants of awards to the Named Executive Officers pursuant to the
Companys non-equity incentive plans in the fiscal year
ended December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
Exercise or
|
|
|
Fair Value
|
|
|
|
|
|
|
Estimated Possible Payouts Under
|
|
|
Number of
|
|
|
Number of
|
|
|
Base Price
|
|
|
of Stock
|
|
|
|
|
|
|
Non-Equity Incentive Plan
|
|
|
Shares of
|
|
|
Securities
|
|
|
of Option
|
|
|
and
|
|
|
|
|
|
|
Awards(1)
|
|
|
Stock or
|
|
|
Underlying
|
|
|
Awards
|
|
|
Option
|
|
Name
|
|
Grant Date
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options(2)
|
|
|
($ / Sh)
|
|
|
Awards(3)
|
|
|
Alan B. Levan
|
|
|
7/24/2006
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
|
|
|
|
|
60,000
|
|
|
$
|
13.06
|
|
|
$
|
371,370
|
|
John E. Abdo(4)
|
|
|
3/27/2006
|
|
|
|
|
|
|
|
|
|
|
|
943,008
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
7/24/2006
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
60,000
|
|
|
|
13.06
|
|
|
|
371,370
|
|
Paul J. Hegener(5)
|
|
|
3/27/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
7/24/2006
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
30,000
|
|
|
|
13.06
|
|
|
|
185,685
|
|
Elliott Wiener(6)
|
|
|
3/27/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
7/24/2006
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
30,000
|
|
|
|
13.06
|
|
|
|
185,685
|
|
George P. Scanlon
|
|
|
7/24/2006
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
30,000
|
|
|
|
13.06
|
|
|
|
185,685
|
|
|
|
|
(1) |
|
Represents the estimated possible payouts of cash awards under
the formula-based component of the Companys annual
incentive program which is tied to financial performance goals.
The Named Executive |
15
|
|
|
|
|
Officers did not receive any payments under the formula-based
component of the Companys annual incentive program for
2006. The Companys annual incentive program is more fully
described in the Compensation Discussion and
Analysis section above. |
|
(2) |
|
All options are to purchase shares of Class A Stock, were
granted under the Companys Amended and Restated 2003 Stock
Incentive Plan and vest on the fifth anniversary of the date of
grant. |
|
(3) |
|
Represents the grant date fair value computed in accordance with
FAS 123(R). |
|
(4) |
|
Mr. Abdos award under the formula-based component of
the Companys annual incentive program was to be paid based
on the Companys 2006 pre-tax income, not to exceed 150% of
his base salary, subject to reduction in the sole discretion of
the Compensation Committee. As the conditions for payment were
not met, no payments were made to Mr. Abdo under the
Companys annual incentive program. |
|
(5) |
|
Mr. Hegeners award under the formula-based component
of the Companys annual incentive program was to be paid
based on Core Communities 2006 pre-tax earnings, subject
to reduction in the sole discretion of the Compensation
Committee. As the conditions for payment were not met, no
payments were made to Mr. Hegener under the Companys
annual incentive program. |
|
(6) |
|
Mr. Wieners award under the formula-based component
of the Companys annual incentive program was to be paid
based on Levitt and Sons 2006 pre-tax earnings, subject to
reduction in the sole discretion of the Compensation Committee.
As the conditions for payment were not met, no payments were
made to Mr. Wiener under the Companys annual
incentive program. |
Outstanding
Equity Awards at Fiscal Year-End 2006
The following table sets forth certain information regarding
equity-based awards of the Company held by the Named Executive
Officers as of December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Number of
|
|
|
Payout Value
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
Unearned
|
|
|
of Unearned
|
|
|
|
Securities
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Shares or
|
|
|
Shares, Units
|
|
|
Shares, Units
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
or Other
|
|
|
or Other
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Stock That
|
|
|
Stock That
|
|
|
Rights That
|
|
|
Rights That
|
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not
|
|
|
Have Not
|
|
|
Have Not
|
|
|
Have Not
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable(1)
|
|
|
Options
|
|
|
Price
|
|
|
Date
|
|
|
Vested
|
|
|
Vested
|
|
|
Vested
|
|
|
Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan B. Levan
|
|
|
|
|
|
|
60,000
|
(2)
|
|
|
N/A
|
|
|
$
|
20.15
|
|
|
|
1/2/2014
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000
|
(3)
|
|
|
|
|
|
|
32.13
|
|
|
|
7/22/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
(4)
|
|
|
|
|
|
|
13.06
|
|
|
|
7/24/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John E. Abdo
|
|
|
|
|
|
|
90,000
|
(2)
|
|
|
N/A
|
|
|
|
20.15
|
|
|
|
1/2/2014
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
(3)
|
|
|
|
|
|
|
32.13
|
|
|
|
7/22/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,000
|
(4)
|
|
|
|
|
|
|
13.06
|
|
|
|
7/24/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Paul J. Hegener
|
|
|
|
|
|
|
45,000
|
(2)
|
|
|
N/A
|
|
|
|
20.15
|
|
|
|
1/2/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
(3)
|
|
|
|
|
|
|
32.13
|
|
|
|
7/22/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
(4)
|
|
|
|
|
|
|
13.06
|
|
|
|
7/24/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elliott Wiener
|
|
|
|
|
|
|
45,000
|
(2)
|
|
|
N/A
|
|
|
|
20.15
|
|
|
|
1/2/2014
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
(3)
|
|
|
|
|
|
|
32.13
|
|
|
|
7/22/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
(4)
|
|
|
|
|
|
|
13.06
|
|
|
|
7/24/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George P. Scanlon
|
|
|
|
|
|
|
25,000
|
(5)
|
|
|
N/A
|
|
|
|
23.40
|
|
|
|
8/23/2014
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
(3)
|
|
|
|
|
|
|
32.13
|
|
|
|
7/22/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
(4)
|
|
|
|
|
|
|
13.06
|
|
|
|
7/24/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All options are to purchase shares of Class A Stock. |
|
(2) |
|
Vests on January 2, 2009. |
|
(3) |
|
Vests on July 22, 2010. |
|
(4) |
|
Vests on July 24, 2011. |
|
(5) |
|
Vests on August 23, 2009. |
16
Option
Exercises 2006
None of the Named Executive Officers exercised options to
purchase shares of the Companys common stock in the fiscal
year ended December 31, 2006. However, in 2006,
Messrs. Hegener and Weiner exercised options to purchase
shares of BankAtlantic Bancorps Class A Common Stock,
which options had net exercise values of $165,281 and $151,958,
respectively. These options were granted to Messrs. Hegener
and Wiener when the Company was a wholly-owned subsidiary of
BankAtlantic Bancorp and continued to vest after the
Companys spin-off from BankAtlantic Bancorp.
Potential
Payments upon Termination or
Change-in-Control
Mr. Wiener is a party to an agreement dated July 19,
2001, as amended on August 28, 2006, pursuant to which the
Company employed Mr. Wiener as Chief Executive Officer of
Levitt and Sons through December 31, 2008. Mr. Wiener
was entitled to an annual salary during the term of $600,000 and
incentive compensation in an amount equal to a percentage of
pretax earnings of Levitt and Sons as determined by mutual
agreement provided that Levitt and Sons achieved a predetermined
after tax return on equity. In addition, the agreement provided
that Mr. Wiener would serve as Chairman Emeritus of Levitt
and Sons after December 31, 2008, or at any time prior to
that date at the election of Mr. Wiener or, in the event of
Mr. Wieners disability, at the election of Levitt and
Sons. Effective April 1, 2007, Mr. Weiner retired as
Chief Executive Officer of Levitt and Sons and began serving as
Chairman Emeritus of Levitt and Sons. Accordingly,
Mr. Wiener is no longer an executive officer of the
Company, but continues to serve the Company in a non-executive
position. The term for Mr. Wieners service as
Chairman Emeritus of Levitt and Sons will be for five years.
Mr. Wiener will continue to receive his annual base salary
of $600,000 during the period he serves as Chairman Emeritus of
Levitt and Sons and will continue to be covered under certain
benefit plans provided to other employees so long as
Mr. Wiener remains eligible for such coverage. The annual
value of the employee benefits to be provided to Mr. Wiener
under the agreement is estimated to be approximately $35,000.
Under certain instances, payments of base salary and for
employee benefits may be delayed or suspended for a period of
six months in order to meet certain requirements of Internal
Revenue Code Section 409A. If Mr. Wiener dies during
the term of his service as Chairman Emeritus, his estate will be
entitled to payment of his compensation for a period of up to
five years.
Compensation
of Directors
The Compensation Committee recommends director compensation to
the Board based on factors it considers appropriate and based on
the recommendations of management. Each non-employee director
receives $100,000 for service on the Board of Directors, payable
in cash, restricted stock or non-qualified stock options, in
such combinations as the directors may elect, provided that no
more than $50,000 may be paid in cash. The restricted stock and
stock options are granted in Class A Stock under the
Companys Amended and Restated 2003 Stock Incentive Plan.
Restricted stock vests monthly over a
12-month
service period beginning on July 1 of each year and stock
options are fully vested on the date of grant, have a ten-year
term and have an exercise price equal to the closing market
price of the Class A Stock on the date of grant. The number
of stock options and restricted stock granted is determined by
the Company based on assumptions and formulas typically used to
value these types of securities. No director receives additional
compensation for attendance at Board or Committee meetings
except as follows. Members of the Audit Committee receive an
additional $10,000 per year for their service on that committee.
The Chairman of the Audit Committee receives an additional fee
of $15,000 per year for service as Chairman. The Chairman of the
Compensation Committee and the Chairman of the Nominating and
Corporate Governance Committee each receive an annual cash fee
of $3,500. Other than the Chairmen, members of the Compensation
Committee and the Nominating and Corporate Governance Committee
do not receive additional compensation for service on those
committees. Non-management directors who serve on the Investment
Committee receive an additional fee of $15,000 per year.
Directors who are also officers of the Company do not receive
additional compensation for their service as directors or for
attendance at Board or Committee meetings.
17
Director
Compensation 2006
The following table sets forth certain information regarding the
compensation paid to the Companys non-employee directors
for their service during the fiscal year ended December 31,
2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
Fees Earned or
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
Name
|
|
Paid in Cash
|
|
|
Awards(1)(3)
|
|
|
Awards(2)(3)
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Total
|
|
|
James Blosser
|
|
$
|
57,958
|
|
|
$
|
|
|
|
$
|
49,835
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
|
|
|
$
|
107,793
|
|
Darwin Dornbush
|
|
|
50,000
|
|
|
|
|
|
|
|
49,835
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
99,835
|
|
S. Lawrence Kahn, III
|
|
|
53,500
|
|
|
|
29,992
|
|
|
|
29,897
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
113,389
|
|
Alan J. Levy
|
|
|
50,000
|
|
|
|
49,992
|
|
|
|
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
99,992
|
|
Joel Levy
|
|
|
60,835
|
|
|
|
|
|
|
|
49,835
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
110,670
|
|
William R. Nicholson
|
|
|
75,000
|
|
|
|
|
|
|
|
49,835
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
124,835
|
|
William Scherer
|
|
|
50,000
|
|
|
|
|
|
|
|
49,835
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
99,835
|
|
|
|
|
(1) |
|
All restricted stock awards are in shares of Class A Stock.
The dollar amount represents the amount recognized for financial
statement reporting purposes for the fiscal year ended
December 31, 2006, in accordance with FAS 123(R),
without taking into account an estimate of forfeitures related
to service-based vesting of restricted stock grants, including
amounts from awards granted prior to 2006. There were no
forfeitures during 2006. The grant date fair value of the
restricted stock awards computed in accordance with
FAS 123(R) is $29,992 for Mr. Kahn and $49,992 for
Mr. Alan Levy. |
|
|
|
(2) |
|
All options are to purchase shares of Class A Stock. The
dollar amount represents the amount recognized for financial
statement reporting purposes for the fiscal year ended
December 31, 2006, in accordance with FAS 123(R),
without taking into account an estimate of forfeitures related
to service-based vesting of stock option grants, including
amounts from awards granted prior to 2006. Assumptions used in
the calculation of these amounts are included in footnote 4 to
the Companys audited financial statements for the fiscal
year ended December 31, 2006 included in Amendment
No. 2 to the Companys Annual Report on
Form 10-K/A,
filed with the Securities and Exchange Commission on
July 5, 2007. There were no forfeitures during 2006. The
grant date fair value of the stock option awards computed in
accordance with FAS 123(R) is $49,835 for each of
Messrs. Blosser, Dornbush, Nicholson, Scherer and Joel Levy
and $29,897 for Mr. Kahn. |
|
|
|
(3) |
|
The table below sets forth the aggregate number of shares of
restricted stock and the aggregate number of stock options held
by each non-employee director as of December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
Restricted
|
|
|
Stock
|
|
Name
|
|
Stock(a)
|
|
|
Options(b)
|
|
|
James Blosser
|
|
|
|
|
|
|
18,774
|
|
Darwin Dornbush
|
|
|
1,565
|
|
|
|
15,376
|
|
S. Lawrence Kahn, III
|
|
|
3,116
|
|
|
|
13,584
|
|
Alan J. Levy
|
|
|
3,890
|
|
|
|
1,699
|
|
Joel Levy
|
|
|
939
|
|
|
|
17,415
|
|
William Nicholson
|
|
|
738
|
|
|
|
17,066
|
|
William Scherer
|
|
|
1,565
|
|
|
|
15,376
|
|
|
|
|
(a) |
|
All restricted stock awards are in shares of Class A Stock. |
|
(b) |
|
All options are to purchase shares of Class A Stock. |
18
AUDIT
COMMITTEE REPORT
The following Report of the Audit Committee does not
constitute soliciting material and should not be deemed filed or
incorporated by reference into any other Company filing under
the Securities Act of 1933, as amended, or the Exchange Act,
except to the extent the Company specifically incorporates this
Report by reference therein.
The Audit Committee held nine meetings during 2006. These
meetings were designed, among other things, to facilitate and
encourage communication among the Audit Committee and the
Companys management, internal auditors and independent
auditors for 2006, PricewaterhouseCoopers LLP (PwC),
and to monitor compliance matters. The Audit Committee discussed
with the Companys internal and independent auditors the
overall scope and plans for their respective audits and met with
the internal and independent auditors, with and without
management present, to discuss the results of their examinations
and their evaluations of the Companys internal controls.
On April 23, 2007, the Audit Committee selected PwC as the
Companys independent auditors for 2007.
The Audit Committee reviewed and discussed the Companys
audited consolidated financial statements for the fiscal year
ended December 31, 2006 with the Companys management
and internal auditors and PwC.
Management has primary responsibility for the Companys
financial statements and the overall reporting process,
including the Companys system of internal controls. PwC
audits the annual financial statements prepared by management,
expresses an opinion as to whether those financial statements
present fairly, in all material respects, the financial
position, results of operations and cash flows of the Company in
conformity with accounting principles generally accepted in the
United States of America and discusses with the Audit Committee
their independence and any other matters that they are required
to discuss with the Audit Committee or that they believe should
be raised with it. The Audit Committee oversees these processes,
although it must rely on information provided to it and on the
representations made by management and PwC.
The Audit Committee also discussed with PwC matters required to
be discussed with audit committees under generally accepted
auditing standards, including, among other things, matters
related to the conduct of the audit of the Companys
consolidated financial statements and the matters required to be
discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).
The Audit Committee also received from PwC the written
disclosures and the letter required by Independence Standards
Board Standard No. 1 (Independence Discussions with
Audit Committees), and discussed with PwC its independence
from the Company. When considering PwCs independence, the
Audit Committee considered that there were no services to the
Company beyond those rendered in connection with PwCs
audit and review of the Companys consolidated financial
statements which was compatible with maintaining PwCs
independence. The Audit Committee also reviewed, among other
things, the amount of fees paid to PwC for audit services.
Based on these reviews and meetings, discussions and reports,
the Audit Committee recommended to the Board of Directors that
the Companys audited consolidated financial statements for
the fiscal year ended December 31, 2006 be included in the
Companys Annual Report on
Form 10-K
for the year ended December 31, 2006 and in Amendment
No. 2 to the Companys Annual Report on
Form 10-K/A
for the year ended December 31, 2006.
Submitted
by the Members of the Audit Committee:
Joel Levy, Chairman
S. Lawrence Kahn, III
William R. Nicholson
19
Fees to
Independent Auditors for Fiscal 2006 and 2005
The following table presents fees for professional services
rendered by PwC for the audit of the Companys annual
consolidated financial statements for fiscal 2006 and 2005 and
fees billed for audit-related services, tax services and all
other services rendered by PwC for fiscal 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
|
(In thousands)
|
|
|
Audit fees(1)
|
|
$
|
1,060
|
|
|
$
|
1,073
|
|
Audit-related fees
|
|
|
|
|
|
|
|
|
Tax fees
|
|
|
|
|
|
|
|
|
All other fees
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes primarily fees for services related to the
Companys annual financial statement audits, the 2006 and
2005 audit of effectiveness of internal control over financial
reporting and review of quarterly financial statements filed in
the Companys Quarterly Reports on
Form 10-Q.
In addition, the 2005 amount includes additional billing of
$300,000 which was incurred during 2006 as final settlement of
fees for the 2005 audit. |
All audit related services, tax services and other services were
pre-approved by the Audit Committee, which concluded that the
provision of such services by PwC was compatible with the
maintenance of that firms independence in the conduct of
its auditing functions. Under its charter, the Audit Committee
must review and pre-approve both audit and permitted non-audit
services provided by the independent certified public accounting
firm and shall not engage the independent certified public
accounting firm to perform any non-audit services prohibited by
law or regulation. Each year, the independent certified public
accounting firms retention to audit the Companys
financial statements, including the associated fee, is approved
by the Audit Committee. Under its current practices, the Audit
Committee does not regularly evaluate potential engagements of
the independent certified public accounting firm and approve or
reject such potential engagements. At each Audit Committee
meeting, the Audit Committee receives updates on the services
actually provided by the independent auditor, and management may
present additional services for pre-approval. The Audit
Committee may delegate to the Chairman of the Audit Committee
the authority to evaluate and approve engagements on behalf of
the Audit Committee in the event that a need arises for
pre-approval between regular Audit Committee meetings. If the
Chairman so approves any such engagements, he will report that
approval to the full Audit Committee at the next Audit Committee
meeting.
The Audit Committee has determined that the provision of the
services other than audit services, as described above, are
compatible with maintaining the principal independent
auditors independence.
20
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Principal
Shareholders of the Company
The following table sets forth, as of August 22, 2007,
certain information as to Class A Stock and Class B
Stock beneficially owned by persons owning in excess of 5% of
the outstanding shares of such stock. Management knows of no
person, except as listed below, who beneficially owned more than
5% of the outstanding Class A Stock or Class B Stock
as of August 22, 2007. Except as otherwise indicated, the
information provided in the following table was obtained from
filings with the SEC and with the Company pursuant to the
Exchange Act. Addresses provided are those listed in the filings
as the address of the person authorized to receive notices and
communications. For purposes of the table below and the table
set forth under Security Ownership of Management, in
accordance with
Rule 13d-3
under the Exchange Act, a person is deemed to be the beneficial
owner of any shares of common stock (1) over which he or
she has or shares, directly or indirectly, voting or investment
power, or (2) of which he or she has the right to acquire
beneficial ownership at any time within 60 days after
August 22, 2007. As used herein, voting power
is the power to vote, or direct the voting of, shares and
investment power includes the power to dispose, or
direct the disposition of, such shares. Unless otherwise noted,
each beneficial owner has sole voting and sole investment power
over the shares beneficially owned.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of
|
|
|
|
|
Title of Class
|
|
Name and Address of Beneficial Owner
|
|
Beneficial Ownership
|
|
|
Percent of Class
|
|
|
Class A Stock
|
|
Tradewinds Global Advisors, LLC
|
|
|
4,641,387
|
(1)
|
|
|
24.93
|
%
|
|
|
2049 Century Park East
20th Floor
Los Angeles, CA 90067
|
|
|
|
|
|
|
|
|
|
|
Advisory Research, Inc.
|
|
|
3,506,000
|
(2)
|
|
|
18.83
|
|
|
|
180 North Stetson Street
Suite 5500
Chicago, IL 60601
|
|
|
|
|
|
|
|
|
|
|
BFC Financial Corporation
|
|
|
2,074,244
|
(3)
|
|
|
11.14
|
|
|
|
2100 West Cypress Creek
Road
Fort Lauderdale, Florida 33309
|
|
|
|
|
|
|
|
|
|
|
Brandywine Asset Management, LLC
|
|
|
1,304,839
|
(4)
|
|
|
7.01
|
|
|
|
Three Christina Centre
201 N. Walnut Street
Suite 1200
Wilmington, DE 19801
|
|
|
|
|
|
|
|
|
|
|
Capital Research & Management
Co.
|
|
|
1,000,000
|
(5)
|
|
|
5.37
|
|
|
|
333 South Hope Street
55th Floor Los Angeles, CA 90071
|
|
|
|
|
|
|
|
|
|
|
Pennant Capital Management, LLC
|
|
|
947,850
|
(6)
|
|
|
5.09
|
|
|
|
40 Main Street
Chatham, NY 07928
|
|
|
|
|
|
|
|
|
|
|
Barclays Global Investors N.A.
|
|
|
938,435
|
(7)
|
|
|
5.04
|
|
|
|
45 Fremont Street
San Francisco, CA 94105
|
|
|
|
|
|
|
|
|
Class B Stock
|
|
BFC Financial Corporation
|
|
|
1,219,031
|
(3)
|
|
|
100
|
%
|
|
|
2100 West Cypress Creek
Road
Fort Lauderdale, Florida 33309
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Tradewinds Global Advisors, LLC has sole voting power over
4,076,744 of such shares and sole dispositive power over all of
such shares. |
|
(2) |
|
Advisory Research, Inc. has sole voting and dispositive power
over all shares listed. |
|
(3) |
|
BFC has sole voting and dispositive power over all shares
listed. BFC may be deemed to be controlled by Alan B. Levan and
John E. Abdo, who collectively may be deemed to have an
aggregate beneficial ownership of |
21
|
|
|
|
|
shares of BFC common stock representing 74.4% of the total
voting power of BFC. Mr. Levan serves as Chairman and Chief
Executive Officer of the Company and Chairman, President and
Chief Executive Officer of BFC. Mr. Abdo serves as Vice
Chairman of the Company and BFC. |
|
|
|
(4) |
|
Brandywine Global Investment Management, LLC has sole voting
power over 1,292,329 of such shares and shared dispositive power
over 1,304,839 of such shares. |
|
(5) |
|
Capital Research & Management Co. has sole voting and
dispositive power over all shares listed. |
|
(6) |
|
Pennant Capital Management, LLC and Alan Fournier have shared
voting and shared dispositive power over all shares listed. |
|
(7) |
|
Barclays Global Investors N.A. has sole voting power over
883,959 of such shares and sole dispositive power over all of
such shares. |
Security
Ownership of Management
Listed in the table below are the outstanding shares of
Class A Stock and Class B Stock beneficially owned as
of August 22, 2007 by (i) the Named Executive
Officers, (ii) the Companys directors as of such date
and (iii) the Companys directors and executive
officers as of such date as a group. The address of all parties
listed below is 2200 West Cypress Creek Road,
Fort Lauderdale, Florida 33309.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
Class B
|
|
|
Percent of
|
|
|
Percent of
|
|
|
|
Stock
|
|
|
Stock
|
|
|
Class A
|
|
|
Class B
|
|
|
|
Ownership
|
|
|
Ownership
|
|
|
Stock
|
|
|
Stock
|
|
|
BFC Financial Corporation(1)
|
|
|
2,074,244
|
|
|
|
1,219,031
|
|
|
|
11.14
|
%
|
|
|
100
|
%
|
Alan B. Levan(1)(2)(3)
|
|
|
16,527
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
John E. Abdo(1)(3)(4)
|
|
|
14,796
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Paul J. (Pete) Hegener
|
|
|
7,256
|
|
|
|
|
|
|
|
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*
|
|
|
|
|
George P. Scanlon
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
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Elliott M. Wiener
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
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James J. Blosser(5)
|
|
|
30,833
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Darwin C. Dornbush(5)
|
|
|
25,849
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
S. Lawrence Kahn, III(5)
|
|
|
25,983
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Alan Levy(5)
|
|
|
17,698
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
Joel Levy(5)
|
|
|
27,802
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
William R. Nicholson(5)
|
|
|
34,013
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
William R. Scherer(5)
|
|
|
29,695
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
All directors and executive
officers of the Company as of August 22, 2007 as a group
(13 persons)(1)(6)
|
|
|
2,304,910
|
|
|
|
1,219,031
|
|
|
|
12.38
|
%
|
|
|
100
|
%
|
|
|
|
* |
|
Less than one percent of class. |
|
|
|
(1) |
|
BFC may be deemed to be controlled by Alan B. Levan and John E.
Abdo, who collectively may be deemed to have an aggregate
beneficial ownership of shares of BFC common stock representing
74.4% of the total voting power of BFC. Mr. Levan serves as
Chairman and Chief Executive Officer of the Company and
Chairman, President and Chief Executive Officer of BFC.
Mr. Abdo serves as Vice Chairman of the Company and BFC. |
|
|
|
(2) |
|
Includes beneficial ownership of 92 shares of Class A
Stock held indirectly. |
|
|
|
(3) |
|
Includes beneficial ownership of shares of Class A Stock
held in the BankAtlantic Security Plus Plan as a result of the
spin-off of Levitt Corporation on December 31, 2003 as
follows: Alan B. Levan 2,517 shares; John E.
Abdo 8,845 shares. |
|
|
|
(4) |
|
Includes beneficial ownership of 5,052 shares of
Class A Stock held indirectly. |
|
(5) |
|
Includes beneficial ownership of the following shares of
Class A Stock, which may be acquired within 60 days
pursuant to stock options: Darwin C. Dornbush
21,430 shares; Alan J. Levy 13,808 shares;
Joel I. |
22
|
|
|
|
|
Levy 24,680 shares; James J.
Blosser 30,883 shares; William R.
Nicholson 29,175 shares; William R.
Scherer 27,485 shares; and S. Lawrence
Kahn, III 19,638 shares. |
|
(6) |
|
Includes beneficial ownership of 167,099 shares of
Class A Stock, which may be acquired by the Companys
directors within 60 days pursuant to stock options held by
them. |
EQUITY
COMPENSATION PLAN INFORMATION
The following table contains information, as of
December 31, 2006, concerning the Companys equity
compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
|
|
Number of Securities to be
|
|
|
Exercise Price of
|
|
|
Number of
|
|
|
|
Issued Upon Exercise of
|
|
|
Outstanding
|
|
|
Securities
|
|
|
|
Outstanding Options,
|
|
|
Options, Warrants
|
|
|
Remaining Available
|
|
Plan Category
|
|
Warrants or Rights
|
|
|
and Rights
|
|
|
for Future Issuance
|
|
|
Equity compensation plans approved
by security holders
|
|
|
1,892,181
|
|
|
$
|
20.73
|
|
|
|
1,107,819
|
|
Equity compensation plans not
approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,892,181
|
|
|
$
|
20.73
|
|
|
|
1,107,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2)
|
PROPOSAL TO
AMEND THE COMPANYS AMENDED AND RESTATED ARTICLES OF
INCORPORATION
|
Description
of the Amendment
The amendment (referred to in this section as the
Amendment) amends Article III of the
Companys Amended and Restated Articles of Incorporation to
increase the authorized number of shares of Class A Stock
from 50 million shares to 150 million shares. The form
of the Amendment is attached to this Proxy Statement as
Appendix A. The relative rights, powers and limitations of
the Class A Stock and Class B Stock, and the number of
authorized shares of Class B Stock, remain unchanged by the
Amendment. Holders of Class A Stock and holders of
Class B Stock have no preemptive right to acquire or
subscribe for any of the additional shares of Class A Stock
authorized by the Amendment.
Reasons
for the Amendment
The Companys Amended and Restated Articles of
Incorporation presently authorize the issuance of a total of
50 million shares of Class A Stock and 10 million
shares of Class B Stock. At August 30, 2007,
18,616,665 shares of Class A Stock and
1,219,031 shares of Class B Stock were issued and
outstanding. In addition, an aggregate of 2,421,390 shares
of Class A Stock were reserved for issuance upon exercise
of stock options outstanding at August 21, 2007. Also,
shares of Class B Stock are convertible into shares of
Class A Stock on a share-for-share basis.
The Board approved the Amendment to enable the Company to
proceed with its previously-announced rights offering of up to
100 million shares of Class A Stock, and to give the
Company greater flexibility to consider potential future actions
which involve the issuance of shares, including possible future
financings, stock offerings, acquisitions, stock-based
compensation, stock dividends or distributions or other
corporate purposes which may be identified in the future by the
Board.
Other than as described above, the Company has no current plans
and has no agreements with respect to the issuance of any shares
of Class A Stock or Class B Stock. However, no
subsequent shareholder approval will be required prior to the
issuance of the authorized number of shares of Class A
Stock (including the additional shares authorized by the
Amendment), nor is it anticipated that shareholder approval will
be sought in connection with any such future issuances, unless
such approval is otherwise required by law or regulation.
23
Possible
Anti-Takeover Effects of the Amendment
The authorization of additional shares of Class A Stock
contemplated by the Amendment is not intended to have an
anti-takeover effect. However, the issuance of Class A
Stock, which has relatively less voting power than the
Class B Stock, whether in connection with the rights
offering, another public offering, an acquisition or a stock
dividend, could have the effect of enabling existing management
and shareholders, including BFC, to retain substantially their
current relative voting power without the dilution which would
be experienced if additional shares of Class B Stock were
issued. Future issuances of additional shares of Class A
Stock would have the effect of diluting the voting rights of
existing holders of Class A Stock and could have the effect
of diluting earnings per share and book value per share of all
existing shareholders. Further, in the event that a stock
dividend on the Class B Stock was declared which was
payable in Class A Stock, BFC could dispose of shares of
Class A Stock without significantly affecting its voting
power. The Amendment will allow BFC, as the sole existing holder
of Class B Stock, to continue to exercise voting control
over the Company even if the Company were to raise additional
capital through the issuance of Class A Stock, and the
Amendment will result in the authorization of additional shares
of Class A Stock which may be issued without additional
shareholder approval. As a consequence, the Amendment may
further limit the circumstances in which a sale or transfer of
control of the Company could be consummated which was not
acceptable to management or BFC. However, it should be noted
that a sale, contested merger, assumption of control by an
outside principal shareholder or the removal of incumbent
directors, would at the present time be impossible without the
concurrence of BFC, given its ownership position in the Company.
The Companys Amended and Restated Articles of
Incorporation and By-Laws also presently contain other
provisions which could have anti-takeover effects. These
provisions include, without limitation, (i) the higher
relative voting power of the Class B Stock as compared to
the Class A Stock, (ii) the division of the
Companys Board of Directors into three classes of
directors with three-year staggered terms, (iii) the
authority of the Board of Directors to issue additional shares
of preferred stock and to fix the relative rights and
preferences of the preferred stock without additional
shareholder approval, and (iv) certain notice procedures to
be complied with by shareholders in order to make shareholder
proposals or nominate directors.
The Company is also subject to the Florida Business Corporation
Act, including provisions related to control share
acquisitions and affiliated transactions. The
control share acquisition statute generally provides that shares
acquired within specified voting ranges (shares representing in
excess of 20%, 33% and 50% of outstanding voting power) will not
possess voting rights unless the acquisition of the shares is
approved by the Companys Board of Directors before
acquisition of the shares or the voting rights associated with
the shares are approved by a majority vote of the Companys
disinterested shareholders following the acquisition of the
shares. Subject to exceptions for certain transactions based on
pricing or approval by a majority of disinterested directors,
the affiliated transaction statute generally requires the
approval of the holders of
662/3%
of our outstanding voting power, other than the shares owned by
an interested shareholder, to effectuate certain transactions
involving the Company and an interested shareholder or an
affiliate of an interested shareholder, including, among others,
a merger, sale of assets or issuance of shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE APPROVAL OF THE AMENDMENT
TO THE COMPANYS AMENDED AND RESTATED ARTICLES OF
INCORPORATION.
OTHER
MATTERS
As of the date of this Proxy Statement, the Board of Directors
is not aware of any matters, other than those referred to in the
accompanying Notice of Meeting that may be brought before the
Annual Meeting.
INDEPENDENT
REGISTERED CERTIFIED PUBLIC ACCOUNTANTS
PricewaterhouseCoopers LLP served as the Companys
independent registered certified public accounting firm for each
of the years ended December 31, 2006, 2005 and 2004. A
representative of PricewaterhouseCoopers LLP is expected to be
present at the Annual Meeting, will have the opportunity to make
a statement if he or she desires to do so and will be available
to respond to appropriate questions from shareholders.
24
ADDITIONAL
INFORMATION
Householding of Proxy
Material. The SEC has adopted rules that permit
companies and intermediaries such as brokers to satisfy delivery
requirements for Proxy Statements with respect to two or more
shareholders sharing the same address by delivering a single
Proxy Statement addressed to those shareholders. This process,
which is commonly referred to as householding,
potentially provides extra convenience for shareholders and cost
savings for companies. The Company and some brokers household
proxy materials, delivering a single Proxy Statement to multiple
shareholders sharing an address unless contrary instructions
have been received from the affected shareholders. Once you have
received notice from your broker or the Companys transfer
agent, American Stock Transfer & Trust Company
(AST), that they or the Company will be householding
materials to your address, householding will continue until you
are notified otherwise or until you revoke your consent.
However, the Company will deliver promptly upon written or oral
request a separate copy of this Proxy Statement to a shareholder
at a shared address to which a single Proxy Statement was
delivered. If, at any time, you no longer wish to participate in
householding and would prefer to receive a separate Proxy
Statement, or if you are receiving multiple Proxy Statements and
would like to request delivery of a single Proxy Statement,
please notify your broker if your shares are held in a brokerage
account or AST if you hold registered shares. You can notify AST
by calling
800-937-5449
or by sending a written request to American Stock
Transfer & Trust Company, 59 Maiden
Lane Plaza Level, New York, NY 10038, attention
Marianella Patterson.
Advance Notice Procedures. Under the
Companys By-Laws, no business may be brought before an
Annual Meeting of Shareholders unless it is specified in the
notice of the Annual Meeting of Shareholders or is otherwise
brought before the Annual Meeting of Shareholders by or at the
direction of the Board of Directors or by a shareholder entitled
to vote who has delivered written notice to the Companys
Secretary (containing certain information specified in the
By-Laws about the shareholder and the proposed action) not less
than 90 or more than 120 days prior to the first
anniversary of the preceding years Annual Meeting of
Shareholders that is, with respect to the Annual
Meeting of Shareholders in 2008, between May 29, 2008 and
June 28, 2008 (or by such other date as set forth in a
Company filing under the Exchange Act). In addition, any
shareholder who wishes to submit a nomination to the Board of
Directors must deliver written notice of the nomination within
this time period and comply with the information requirements in
the By-Laws relating to shareholder nominations. These
requirements are separate from and in addition to the SECs
requirements that a shareholder must meet in order to have a
shareholder proposal included in the Companys Proxy
Statement.
Shareholder Proposals for the 2008 Annual
Meeting. Shareholders interested in submitting a
proposal for inclusion in the proxy materials for the Annual
Meeting of Shareholders in 2008 may do so by following the
procedures prescribed in SEC Rule
l4a-8. To be
eligible for inclusion, shareholder proposals must be received
by the Companys Secretary no later than May 9, 2008
(or by such other date as set forth in a Company filing under
the Exchange Act), at the Companys main offices,
2200 West Cypress Creek Road, Fort Lauderdale, Florida
33309. If such proposal or proposals are in compliance with
applicable rules and regulations, they will be included in the
Companys Proxy Statement and form of proxy for that
meeting.
Proxy Solicitation Costs. The enclosed Proxy
Statement is solicited on behalf of the Board of Directors. The
Company will bear the expense of soliciting proxies and of
reimbursing brokers, banks and nominees for the out-of-pocket
and clerical expenses of transmitting copies of the proxy
materials to the beneficial owners of shares held of record by
such persons. The Company does not currently intend to solicit
proxies other than by use of the mail, but certain directors,
officers and regular employees of the Company, without
additional compensation, may solicit proxies personally or by
telephone, fax, special letter or otherwise.
BY ORDER OF THE BOARD OF DIRECTORS
Alan B. Levan
Chairman
September 6, 2007
25
Appendix A
FORM OF
ARTICLES OF AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
LEVITT CORPORATION
The Amended and Restated Articles of Incorporation of LEVITT
CORPORATION, a Florida corporation (the
Corporation), are hereby amended pursuant to the
provisions of Section 607.1006 of the Florida Business
Corporation Act and such amendments are set forth as follows:
1. The first sentence of the first paragraph of
Article III is hereby deleted in its entirety and replaced
with the following:
The aggregate number of shares of capital stock which this
Corporation shall have authority to issue is One Hundred
Sixty-Five Million (165,000,000) of which Five Million
(5,000,000) shall be preferred stock, par value $.01 per share,
and of which One Hundred Sixty Million (160,000,000) shall be
common stock, par value $.01 per share, consisting of One
Hundred Fifty Million (150,000,000) shares of a class designated
Class A Common Stock and Ten Million
(10,000,000) shares of a class designated Class B
Common Stock (the Class A Common Stock and the
Class B Common Stock are sometimes hereinafter referred to
collectively as the Common Stock).
A-1
LEVITT CORPORATION
2200 W. CYPRESS CREEK ROAD FT. LAUDERDALE,
FL 33309 |
VOTE BY INTERNET www.proxyvote.com
Use the Internet to transmit your voting instructions and
for electronic delivery of information up until 11:59 P.M.
Eastern Time the day before the cut-off date or meeting
date. Have your proxy card in hand when you access the web
site and follow the instructions to obtain your records and
to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER
COMMUNICATIONS
If you would like to reduce the costs incurred by Levitt
Corporation in mailing proxy materials, you can consent to
receiving all future proxy statements, proxy cards and
annual reports electronically via e-mail or the Internet.
To sign up for electronic delivery, please follow the
instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access
shareholder communications electronically in future years.
VOTE BY PHONE 1-800-690-6903
Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day
before the cut-off date or meeting date. Have your proxy
card in hand when you call and then follow the
instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to
Levitt Corporation, c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: LEVCO1 KEEP THIS PORTION FOR YOUR
RECORDS |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
DETACH AND RETURN THIS PORTION ONLY |
1. Election of three directors, each for a term of three years. For Withhold For All To
withhold authority to vote for any individual All All Except nominee(s), mark For All
Except and write the NOMINEES: number(s) of the nominee(s) on the line below. |
01) S. Lawrence Kahn, III 02)
Joel Levy
03) William Scherer 0 0 0 |
Vote On Proposal For Against Abstain |
2. Approval of the amendment to the Companys Amended and Restated Articles of Incorporation
increasing the number of 0 0 0 authorized shares of Class A Common Stock from
50,000,000 to 150,000,000. |
3. In his or her discretion, the proxy is authorized to vote upon such other matters as may
properly come before the meeting. |
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
DIRECTORS NAMED IN PROPOSAL 1 AND FOR PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
For address changes and/or comments, please check this box 0 NOTE: Please sign exactly
as your name or names appear(s) on this and write them on the back where indicated. Proxy. When
shares are held jointly, each holder should sign. |
When signing as executor, administrator, attorney, trustee or Please indicate if you plan to
attend this meeting. 0 0 guardian, please give full title as such. If the signer is a
corporation, please sign full corporate name by duly authorized officer, giving full title as
such. If signer is a partnership, please Yes No sign in partnership name by authorized
person. |
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date |
LEVITT CORPORATION
2200 W. CYPRESS CREEK
ROAD |
ANNUAL MEETING OF SHAREHOLDERS |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
The undersigned hereby appoints George P. Scanlon and Claudia F. Haines, and each of them,
acting alone, with the power to appoint his or her substitute, proxy to represent the undersigned
and vote as designated on the reverse all of the shares of Class A Common Stock of Levitt
Corporation held of record by the undersigned on August 30, 2007, at the Annual Meeting of
Shareholders to be held on September 26, 2007 and at any adjournment or postponement thereof. |
Please date, sign and mail your proxy card in the envelope provided as soon as possible. |
Please detach along perforated line and mail in the envelope provided. |
Address Changes/Comments:
___
___
___ |
(If you noted any Address Changes/Comments above, please mark corresponding
box on the reverse side.) |
(Continued and to be signed on the reverse side) |
September 6, 2007
Dear 401(k) Account Holder:
As you know, you are a participant in the Levitt Corporation Security Plus Plan, the Companys
401(k) Plan, and you have shares of Levitt Corporation (LEV) Class A Common Stock allocated to
your 401(k) account. As a participant in the LEV Stock Fund, you may direct the voting at the
Levitt Corporation 2007 Annual Meeting of Shareholders to be held on September 26, 2007 (the 2007
Annual Meeting) of the shares of Class A Common Stock of LEV held by the 401(k) Plan Trust and
allocated to your account as of the voting record date of August 30, 2007 (the Record Date). The
number of shares held in your account as of the Record Date appears on the enclosed Confidential
Voting Instruction Card.
A total of
38,666 shares of Class A Common Stock of LEV were held in the 401(k) Plan Trust as of
the Record Date for the 2007 Annual Meeting.
A committee consisting of George Scanlon, James Anderson, and Tom Freeman administers the 401(k)
Plan (the Committee). An unrelated corporate trustee for the 401(k) Plan has been appointed, ING
National Trust (the Trustee).
HOW YOU EXERCISE YOUR VOTING RIGHTS
Because the Trustee is the owner of record of all of the Class A Common Stock held in the Trust,
only it may submit an official proxy card or ballot to cast votes for this Class A Common Stock.
You exercise your right to direct the vote of Class A Common Stock that has been allocated to your
account by submitting a Confidential Voting Instruction Card that will tell the Trustee how to
complete the proxy card or ballot for these shares. The Committee is furnishing to you the
Confidential Voting Instruction Card, together with a copy of the Companys Proxy Statement for the
2007 Annual Meeting, so that you may exercise your right to direct the voting of shares of Class A
Common Stock allocated to your account. The Confidential Voting Instruction Card indicates how many
shares of Common Stock were allocated to your account, and thus how many votes you have, as of the
Record Date. The Confidential Voting Instruction Card also lists the specific proposal to be voted
on at the 2007 Annual Meeting.
In order to direct the voting of shares allocated to your account under the 401(k) Plan, you must
fill-out and sign the Confidential Voting Instruction Card and return it in the accompanying
envelope by September 17, 2007.
The Confidential Voting Instruction Card will be delivered directly to the Trustee who will tally
all the instructions received. If the Confidential Voting Instruction Card is received on or before
September 17, 2007, the Trustee will vote the number of shares of Class A Common Stock indicated on
the Confidential Voting Instruction Card in the manner you direct. The contents of the Confidential
Voting Instruction Card will be kept confidential. No one at Levitt Corporation will have access to
information about anyones individual choices.
UNSPECIFIED PROPOSALS
At the 2007 Annual Meeting, it is possible, although very unlikely, that shareholders will be asked
to vote on matters other than those specified on the attached Confidential Voting Instruction Card.
In such a case, there may not be time to ask you for further voting directions. If this situation
arises, the Committee has the authority to decide how to direct the Trustee how to vote all of the
shares held in the Trust. In making a decision, it will act solely in the interest of participating
employees and their beneficiaries.
IF YOU DO NOT VOTE
The Committee has a legal duty to see that all voting rights for shares of Class A Common Stock
held in the Trust are exercised. If you do not file a Confidential Voting Instruction Card, or if
the independent tabulator receives the Confidential Voting Instruction Card after the deadline, the
Committee will decide how to direct the Trustee to exercise the votes for the shares. In making a
decision, it will act solely in the interest of participating employees and their beneficiaries.
This voting direction procedure is your opportunity to participate in decisions that will affect
the future of LEV. Please take advantage of this opportunity by completing and signing the
Confidential Voting Card using the self-addressed envelope provided.
|
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|
|
|
Sincerely yours,
The 401(k) Committee
|
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|
Enclosures: |
|
Proxy Statement
Annual Report
Confidential Voting Instruction Card
Self-addressed, stamped envelope |
Levitt Corporation
Levitt Security Plus Plan
I, the undersigned, understand that the Trustee is the holder of record and custodian of all shares
of Levitt Corporation (the Company) Class A Common stock allocated to my account under Levit
401(k) Plan. Further, I understand that my voting directions are solicited on behalf or the Trustee
for the Annual Meeting of Shareholders on September 26, 2007. As a named fiduciary with respect to
the Company Class A Common Stock as indicated on the reverse, the Trustee is hereby directed to
vote any shares allocated to me as I have indicated. By signing on the reverse side, I acknowledge
receipt of a copy of the Proxy Statement that was furnished to shareholders of the Company in
connection with the Annual Meeting of Shareholders and the accompanying letter from the Committee
appointed to the administer the 401(k) Plan.
Please date, sign and mail your proxy card to be received no later than September 17, 2007. Please
detach along perforated line and mail in the envelope provided.
(Continued and to be signed on the reverse side)
This Confidential Voting Instruction Card is valid only when signed and dated. PLEASE SIGN,
DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE (X)
1. |
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Election of three directors, each for a term of three years. |
NOMINEES:
S. Lawrence Kahn, III
Joel Levy
William Scherer
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WITHHOLD AUTHORITY
FOR ALL NOMINEES |
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FOR ALL EXCEPT
(See instructions below) |
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), mark FOR ALL EXCEPT and write the nominees name
below.
2. |
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Approval of the amendment to the Companys Amended and
Restated Articles of Incorporation increasing the number of
authorized shares of Class A Common Stock from 50,000,000 to
150,000,000.
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3. |
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In the discretion of the Trustee, as to any other matter
or proposal to be voted by the Companys shareholders at the
Annual Meeting of Shareholders. |
THIS CONFIDENTIAL VOTING INSTRUCTION CARD
WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED 401(K) PLAN PARTICIPANT.
PLEASE MARK, SIGN, DATE AND RETURN THE CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
Signature of 401(k) Plan Participant
Date
September 6, 2007
Dear 401(k) Account Holder:
As you know, you are a participant in the BankAtlantic Security Plus Plan, BankAtlantics 401(k)
Plan, and you have shares of Levitt Corporation (LEV) Class A Common Stock allocated to your
401(k) account. As a participant in the LEV Stock Fund, you may direct the voting at the Levitt
Corporation 2007 Annual Meeting of Shareholders to be held on September 26, 2007 (the 2007 Annual
Meeting) of the shares of Class A Common Stock of LEV held by the 401(k) Plan Trust and allocated
to your account as of the voting record date of August 30, 2007 (the Record Date). The number of
shares held in your account as of the Record Date appears on the enclosed Confidential Voting
Instruction Card.
A total of 35,284 shares of Class A Common Stock of LEV were held in the 401(k) Plan Trust as of
the Record Date for the 2007 Annual Meeting.
A committee consisting of Vicki Bloomenfeld, Jeff Callan, Gerry Lachnicht, Patricia Lefebvre, Gino
Martone, Jeff Mindling, and Tim Watson administers the 401(k) Plan (Committee). An unrelated
corporate trustee for the 401(k) Plan has been appointed, The Charles Schwab Trust Company
(Trustee).
HOW YOU EXERCISE YOUR VOTING RIGHTS
Because the Trustee is the owner of record of all of the Class A Common Stock held in the Trust,
only it may submit an official proxy card or ballot to cast votes for this Class A Common Stock.
You exercise your right to direct the vote of Class A Common Stock that has been allocated to your
account by submitting a Confidential Voting Instruction Card that will tell the Trustee how to
complete the proxy card or ballot for these shares. The Committee is furnishing to you the
Confidential Voting Instruction Card, together with a copy of the Companys Proxy Statement for the
2007 Annual Meeting, so that you may exercise your right to direct the voting of shares of Class A
Common Stock allocated to your account. The Confidential Voting Instruction Card indicates how many
shares of Common Stock were allocated to your account, and thus how many votes you have, as of the
Record Date. The Confidential Voting Instruction Card also lists the specific proposal to be voted
on at the 2007 Annual Meeting.
In order to direct the voting of shares allocated to your account under the 401(k) Plan, you must
fill-out and sign the Confidential Voting Instruction Card and return it in the accompanying
envelope by September 17, 2007.
The Confidential Voting Instruction Card will be delivered directly to the Trustee who will tally
all the instructions received. If the Confidential Voting Instruction Card is received on or before
September 17, 2007, the Trustee will vote the number of shares of Class A Common Stock indicated on
the Confidential Voting Instruction Card in the manner you direct. The contents of the Confidential
Voting Instruction Card will be kept confidential. No one at Levitt Corporation, or BankAtlantic
will have access to information about anyones individual choices.
UNSPECIFIED PROPOSALS
At the 2007 Annual Meeting, it is possible, although very unlikely, that shareholders will be asked
to vote on matters other than those specified on the attached Confidential Voting Instruction Card.
In such a case, there may not be time to ask you for further voting directions. If this situation
arises, the Committee has the authority to decide how to direct the Trustee how to vote all of the
shares held in the Trust. In making a decision, it will act solely in the interest of participating
employees and their beneficiaries.
IF YOU DO NOT VOTE
If you do not file a Confidential Voting Instruction Card, or if the independent tabulator receives
the Confidential Voting Instruction Card after the deadline, the Trustee will votes the shares in
the same proportion as the shares for which it received voting instructions, subject to the
Committees authority to direct the Trustee to vote the shares in a different manner. In making a
decision, the Committee will act solely in the interest of participating employees and their
beneficiaries.
This voting direction procedure is your opportunity to participate in decisions that will affect
the future of LEV. Please take advantage of this opportunity by completing and signing the
Confidential Voting Card using the self-addressed envelope provided.
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Sincerely yours,
The 401(k) Committee
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Enclosures: |
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Proxy Statement
Annual Report
Confidential Voting Instruction Card
Self-addressed, stamped envelope |
BankAtlantic Bancorp, Inc.
BankAtlantic Security Plus Plan
I, the undersigned, understand that the Trustee is the holder of record and custodian of all shares
of Levitt Corporation (the Company) Class A Common stock allocated to my account under
BankAtlantics 401(k) Plan. Further, I understand that my voting directions are solicited on behalf
of the Trustee for the Annual Meeting of Shareholders on September 26, 2007. As a named fiduciary
with respect to the Company Class A Common Stock as indicated on the reverse, the Trustee is hereby
directed to vote any shares allocated to me as I have indicated. By signing on the reverse side, I
acknowledge receipt of a copy of the Proxy Statement that was furnished to shareholders of Levitt
Corporation in connection with the Annual Meeting of Shareholders and the accompanying letter from
the Committee appointed to the administer BankAtlantics 401(k) Plan.
Please date, sign and mail your Confidential Voting Instruction Card to be received no later than
September 17, 2007. Please detach along perforated line and mail in the envelope provided.
(Continued and to be signed on the reverse side)
This Confidential Voting Instruction Card is valid only when signed and dated. PLEASE SIGN,
DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE (X)
1. |
|
Election of three directors, each for a term of three years. |
NOMINEES:
S. Lawrence Kahn, III
Joel Levy
William Scherer
|
|
|
o |
|
WITHHOLD AUTHORITY
FOR ALL NOMINEES |
|
|
|
o |
|
FOR ALL EXCEPT
(See instructions below) |
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), mark FOR ALL EXCEPT and write the nominees name
below.
2. |
|
Approval of the amendment to the Companys Amended and
Restated Articles of Incorporation increasing the number of
authorized shares of Class A Common Stock from 50,000,000 to
150,000,000.
|
3. |
|
In the discretion of the Committee, as to any other matter
or proposal to be voted by the Companys shareholders at the
Annual Meeting of Shareholders. |
THIS
CONFIDENTIAL VOTING INSTRUCTION CARD WHEN PROPERLY EXECUTED WILL BE
VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED 401(K) PLAN PARTICIPANT.
PLEASE MARK, SIGN, DATE AND RETURN THE CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
Signature of 401(k) Plan Participant
Date