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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
(Amendment No. 1 )*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. |
52742P108 |
1 | NAMES OF REPORTING PERSONS BFC Financial Corporation (I.R.S. No. 59-2022148) |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
WC | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 18,676,955(1) | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 18,676,955 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
18,676,955 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
19.6%(2) | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
HC |
(1) | See Item 5 for a description of a letter agreement relating to BFC Financial Corporations voting rights with respect to 6,145,582 of such shares. | |
(2) | Based on an estimated 95,174,010 shares of Class A Common Stock outstanding. The Issuer publicly announced that it anticipates that 76,557,345 shares of Class A Common Stock will be issued in the rights offering as described herein, and the Issuer disclosed in its proxy statement relating to its 2007 annual meeting of shareholders that 18,616,665 shares of Class A Common Stock were outstanding as of August 30, 2007. |
2
3
Class A Common | Percent of | |||||||
Stock Ownership | Class A Common Stock(1) | |||||||
BFC Financial Corporation |
18,676,955 | (2)(3)(4) | 19.6 | % | ||||
Alan B. Levan |
99,118 | (4)(5) | * | |||||
John E. Abdo |
39,367 | (4)(6) | * | |||||
Earl Pertnoy |
7,140 | (7) | * | |||||
Maria R. Scheker |
57 | * |
* | Less than one percent. | |
(1) | Based on an estimated 95,174,010 shares of Class A Common Stock outstanding. The Issuer publicly announced that it anticipates that 76,557,345 shares of Class A Common Stock will be issued in the Rights Offering, and the Issuer disclosed in its proxy statement relating to its 2007 annual meeting of shareholders that 18,616,665 shares of Class A Common Stock were outstanding as of August 30, 2007. | |
(2) | Includes the 16,602,712 shares of Class A Common Stock acquired as described herein. | |
(3) | By letter dated September 27, 2007 (the Letter Agreement), BFC agreed, subject to certain limited exceptions, not to vote the 6,145,582 shares of Class A Common Stock that it acquired in the Rights Offering upon exercise of subscription rights issued to BFC in respect of its shares of the Issuers Class B Common Stock. The Letter Agreement provides that any future sale of shares of Class A Common Stock by BFC will reduce, on a share for share basis, the number of shares of Class A Common Stock that BFC has agreed not to vote. The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is attached hereto as Exhibit 1 and is incorporated herein by reference. Other than as limited by the Letter Agreement, BFC has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of all shares beneficially owned by it. No person other than BFC is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock held by it. | |
(4) | 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. | |
(5) | Includes 82,499 shares of Class A Common Stock acquired by Mr. Levan in the Rights Offering, 455 shares of which were acquired through Levan Enterprises, Ltd., a limited partnership whose sole general partner is Levan General Corp., a corporation 100% owned by Mr. Levan. Mr. Levan has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of all of such shares. | |
(6) | Includes 25,470 shares of Class A Common Stock acquired by Mr. Abdo in the Rights Offering. Mr. Abdo has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of all of such shares. | |
(7) | Includes 5,919 shares of Class A Common Stock acquired by Mr. Pertnoy in the Rights Offering. Mr. Pertnoy has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of all of such shares. |
4
Exhibit 1 | Letter from BFC Financial Corporation to Levitt Corporation, dated as of September 27, 2007. |
5
6
Name and Position | Employer and Address | Present Principal Occupation | ||||||
Alan B. Levan Chairman of the Board of Directors, Chief Executive Officer and President |
BFC Financial Corporation BankAtlantic Bancorp, Inc. 2100 West Cypress Creek Road Fort Lauderdale, Florida 33309 Levitt Corporation 2200 West Cypress Creek Road Fort Lauderdale, Florida 33309 |
Chairman of the Board of Directors, Chief Executive Officer and President of BFC Financial Corporation, Chairman of the Board of Directors and Chief Executive Officer of BankAtlantic Bancorp, Inc. and Levitt Corporation | ||||||
John E. Abdo Vice Chairman of the Board of Directors |
BFC Financial Corporation BankAtlantic Bancorp, Inc. 2100 West Cypress Creek Road Fort Lauderdale, Florida 33309 Levitt Corporation 2200 West Cypress Creek Road Fort Lauderdale, Florida 33309 |
Vice Chairman of the Board of Directors of BFC Financial Corporation, BankAtlantic Bancorp, Inc. and Levitt Corporation | ||||||
George P. Scanlon Executive Vice President and Chief Financial Officer |
BFC Financial Corporation 2100 West Cypress Creek Road Fort Lauderdale, Florida 33309 Levitt Corporation 2200 West Cypress Creek Road Fort Lauderdale, Florida 33309 |
Executive Vice President and Chief Financial Officer of BFC Financial Corporation and Levitt Corporation | ||||||
Maria R. Scheker Chief Accounting Officer |
BFC Financial Corporation 2100 West Cypress Creek Road Fort Lauderdale, Florida 33309 |
Chief Accounting Officer of BFC Financial Corporation | ||||||
Phil Bakes Managing Director and Executive Vice President |
BFC Financial Corporation 2100 West Cypress Creek Road Fort Lauderdale, Florida 33309 |
Managing Director and Executive Vice President of BFC Financial Corporation | ||||||
D. Keith Cobb Director |
Self-employed c/o BFC Financial Corporation and BankAtlantic Bancorp, Inc. 2100 West Cypress Creek Road Fort Lauderdale, Florida 33309 |
Business Consultant and Strategic Advisor | ||||||
Oscar Holzmann Director |
University of Miami 5250 University Drive 317 Jenkins Hall Coral Gables, Florida 33124 |
Associate Professor of Accounting | ||||||
Earl Pertnoy Director |
Self-employed c/o BFC Financial Corporation 2100 West Cypress Creek Road Fort Lauderdale, Florida 33309 |
Real Estate Investor and Developer | ||||||
Neil Sterling Director |
The Sterling Resources Group, Inc. 2132 Bayview Drive Fort Lauderdale, Florida 33305 |
Principal | ||||||