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This excerpt taken from the LEV DEF 14A filed May 5, 2008. Certain
Relationships and Related Transactions
Review,
Approval or Ratification of Transactions with Related
Persons
The Board of Directors or a designated committee of the Board
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 Company’s 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 Company’s
Board of Directors or the
9
designated committee of the Board 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 2007, 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 BFC’s capital stock is owned
or controlled by the Company’s Chairman and Chief Executive
Officer, Alan B. Levan, and by the Company’s 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. Messrs. Levan and Abdo are also
the Chairman and Vice Chairman, respectively, of Bluegreen, a
publicly-held company in which the Company has a significant
investment.
The Company, BFC, BankAtlantic Bancorp and Bluegreen are parties
to a shared services arrangement, pursuant to which a subsidiary
of BFC provides the Company, BankAtlantic Bancorp and Bluegreen
with various executive and administrative services. In 2007, the
Company paid $1.1 million to BFC for risk management,
investor relations and human resources services provided to the
Company. An additional $101,000 was paid in 2007 to BankAtlantic
Bancorp for miscellaneous expense reimbursements and property
management services provided to the Company.
The Company maintains securities sold under repurchase
agreements at BankAtlantic. The balance in its accounts at
December 31, 2007 was $6.1 million, and BankAtlantic
paid approximately $147,000 in interest to the Company in 2007.
The Company utilizes the services of Conrad & Scherer,
LLP, a law firm in which William R. Scherer, a director of the
Company, is a member. The Company paid fees aggregating $22,000
to this firm during the year ended December 31, 2007.
The Company has entered into an agreement with BankAtlantic,
pursuant to which BankAtlantic agreed to host the Company’s
information technology servers and to provide hosting, security
and certain other information technology services to the
Company. The annual amounts to be paid under this agreement are
estimated to be approximately $120,000.
Certain of the Company’s executive officers separately
receive compensation from affiliates of the Company for services
rendered to those affiliates. Members of the Company’s
Board of Directors and executive officers also have banking
relationships with BankAtlantic in the ordinary course of
BankAtlantic’s business.
This excerpt taken from the LEV DEF 14A filed Sep 6, 2007. 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 Company’s 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 Company’s 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 BFC’s capital stock is owned
or controlled by the Company’s Chairman and Chief Executive
Officer, Alan B. Levan, and by the Company’s 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 Company’s executive officers separately
receive compensation from affiliates of the Company for services
rendered to those affiliates. Members of the Company’s
Board of Directors and executive officers also have banking
relationships with BankAtlantic in the ordinary course of
BankAtlantic’s business.
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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 Company’s
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.
This excerpt taken from the LEV DEF 14A filed Apr 17, 2006. Certain
Relationships and Related Transactions
The Company and BankAtlantic Bancorp, Inc. are under common
control. The controlling shareholder of the Company and
BankAtlantic Bancorp, Inc. is BFC Financial Corporation.
BankAtlantic Bancorp, Inc. is the parent
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company of BankAtlantic. The majority of BFC Financial
Corporation’s capital stock is owned or controlled by the
Company’s Chairman and Chief Executive Officer, Alan B.
Levan, and by the Company’s Vice Chairman, John E. Abdo,
both of whom are also directors of the Company, executive
officers and directors of BFC Financial Corporation, of
BankAtlantic Bancorp, Inc. and of BankAtlantic. Mr. Levan
and Mr. Abdo are also the Chairman and Vice Chairman,
respectively, of Bluegreen Corporation.
The Company occupies office space at BankAtlantic Bancorp’s
corporate headquarters. BankAtlantic Bancorp provides this
office space to the Company and BFC Financial Corporation on a
month-to-month
basis and receives reimbursements for overhead.
Pursuant to the terms of a transitional services agreement
between the Company and BankAtlantic Bancorp, BankAtlantic
Bancorp or its subsidiary, BankAtlantic, provided certain
administrative services, including human resources, investor and
public relations on a percentage of cost basis. The total amount
for occupancy and these services paid in 2005 was $883,000.
These amounts may not be representative of the amounts that
would be paid in an arms-length transaction. Separately, the
Company paid certain fees to BFC Financial Corporation and to
Bluegreen in respect of services provided to the Company by
those entities.
The following table sets forth fees paid to related parties
during the year (in thousands):
Levitt and Sons, LLC utilizes the services of Conrad &
Scherer, P.A., a law firm in which William R. Scherer, a member
of the Company’s Board of Directors, is a member. Levitt
and Sons paid fees aggregating $914,000 to this firm during 2005.
Certain of the Company’s executive officers separately
receive compensation from affiliates of the Company for services
rendered to those affiliates. Members of the Company’s
Board of Directors and executive officers also have banking
relationships with BankAtlantic in the ordinary course of
BankAtlantic’s business.
At December 31, 2005, $5.1 million of cash and cash
equivalents of the Company were held on deposit by BankAtlantic.
Interest on deposits held at BankAtlantic for the year ended
December 31, 2005 was approximately $316,000.
During 2004 and 2005, actions were taken by the Company with
respect to the development of certain property owned by
BankAtlantic. The Company’s 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. The
Company has also sought as additional compensation from
BankAtlantic a percentage of the increase in the value of the
underlying property attributable to the Company’s efforts
based upon the proceeds to be received from BankAtlantic on the
sale of the property to a third party. The timing and amount of
such additional compensation, if any, has not yet been agreed
upon.
In connection with BankAtlantic Bancorp’s spin-off of the
Company as of December 31, 2003, BankAtlantic Bancorp
converted a $30.0 million demand note owed by the Company
to BankAtlantic Bancorp to a five year term note. Prior to the
spin-off, the Company declared an $8.0 million dividend to
BankAtlantic Bancorp payable in the form of a five-year term
note with the same payment terms as the $30.0 million note.
There were no amounts outstanding under the notes to
BankAtlantic Bancorp as of December 31, 2005. The Company
paid approximately $900,000 of interest to BankAtlantic Bancorp
pursuant to the terms of the notes during 2005.
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