UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
BLUEGREEN CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
096231105
(CUSIP Number)
JOHN E. ABDO, 1750 EAST SUNRISE BOULEVARD, FT. LAUDERDALE, FL 33304
(954) 491-2191
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 10, 2002
(Date of Event which Requires Filing of this Statement)
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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
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).
1
CUSIP No. 096231105
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LEVITT COMPANIES, LLC (I.R.S. No. 59-2443818)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, AF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 8,317,325
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,317,325
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,317,325
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
2
CUSIP No. 096231105
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BANKATLANTIC BANCORP, INC. (I.R.S. No. 65-05070804)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, BK
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,200,000
--------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 8,317,325
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,200,000
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,317,325
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,517,325
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
3
Item 1. Security and Issuer
This statement relates to the common stock, par value $.01 per share (the
"Common Stock"), of Bluegreen Corporation, a Massachusetts corporation (the
"Issuer"). The Issuer's principal executive offices are located at 4960
Conference Way North, Suite 100, Boca Raton, Florida 33431.
Item 2. Identity and Background
This statement is filed by Levitt Companies, LLC, a Florida limited
liability company ("Levitt"), and BankAtlantic Bancorp, Inc., a Florida
corporation ("BBC"). Levitt is a wholly-owned subsidiary of BBC and is
principally engaged in the business of residential construction, real estate
development and real estate investment. BBC is a financial services holding
company and is principally engaged through its subsidiaries in commercial
banking, investment banking and real estate development. The principal executive
offices of BBC and Levitt are located at 1750 East Sunrise Boulevard, Fort
Lauderdale, Florida 33304.
BFC Financial Corporation, a Florida corporation ("BFC"), may be deemed to
control BBC by virtue of its ownership of approximately 55% of the voting power
of BBC. BFC is a savings bank holding company whose principal asset is its
interest in BBC. BFC's principal executive offices are located at 1750 East
Sunrise Boulevard, Ft. Lauderdale, Florida 33304. BFC expressly disclaims
beneficial ownership of the shares of Common Stock owned by BBC and Levitt.
All executive officers and directors of Levitt, BBC and BFC are United
States citizens. Information as to the identity and background of the executive
officers, directors and control persons of Levitt, BBC and BFC is set forth on
Appendix A attached hereto, which is incorporated herein by reference.
During the last five years, neither Levitt, BBC, BFC, nor, to the best of
their knowledge, any of their executive officers, directors or control persons,
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
BBC funded its acquisition of 1,200,000 shares of the Issuer's Common Stock
from working capital.
Levitt funded its acquisition of 8,317,325 shares of the Issuer's Common
Stock with funds from working capital and a $30 million loan from BBC. The loan
from BBC bears interest at a rate per annum equal to the prime rate minus
twenty-five basis points. The loan is junior in right of payment and subordinate
to Levitt's outstanding bank debt. Interest is payable monthly, and the
principal, plus any accrued interest, is payable on demand. BBC funded the $30
million loan to Levitt by drawing on an existing line of credit with a third
party lender. That credit facility contains customary covenants, including
financial covenants relating to regulatory capital and maintenance of certain
loan loss reserves, and is secured by the common stock of BankAtlantic, a
federal savings bank and wholly-owned subsidairy of BBC. Amounts outstanding
under BBC's credit facility, which matures on September 1, 2004, accrue interest
at a rate per annum equal to the prime rate minus 50 basis points.
4
Item 4. Purpose of Transactions
Levitt and BBC acquired the shares primarily for investment purposes with
the intent of acquiring a significant equity position in the Issuer. Levitt and
BBC intend to review on a regular basis their investment in the Issuer, the
Issuer's business affairs and financial position and general economic and
industry conditions. Either Levitt or BBC (or both) may from time to time make
additional investments in the securities of the Issuer, either in open market or
privately negotiated transactions, or sell all or any part of their investment
in the Issuer, as they deem appropriate in light of the circumstances existing
from time to time. Further, Levitt or BBC may in the future make a proposal to
the Issuer involving an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or its subsidiaires.
In connection with Levitt's acquisition of 8,317,325 shares of the Issuer's
Common Stock, the Sellers (as defined in Item 5) caused their respective
representatives on the Board of Directors of the Issuer to resign their
positions as directors effective April 10, 2002. On April 11, 2002, the Board of
Directors appointed John E. Abdo and Alan B. Levan as directors to fill two of
the vacancies created by those resignations; however, the Issuer was not
obligated in any way, contractual or otherwise, to appoint Mr. Abdo or Mr. Levan
to its Board of Directors. John E. Abdo is President of Levitt and Vice Chairman
of the Board of Directors of BBC. Alan B. Levan is Chairman of the Board of
Directors of Levitt and Chairman of the Board of Directors, President and Chief
Executive Officer of BBC.
Except as disclosed herein, neither Levitt, BBC nor BFC, nor, to the best
of their knowledge, any of their executive officers, directors or control
persons, currently has any plans that would result in any of the occurrences
enumerated in (a) through (j) of this Item.
Item 5. Interest in the Securities of the Issuer
On April 10, 2002, Levitt entered into a purchase agreement (the "Morgan
Stanley Purchase Agreement") providing for the purchase by Levitt of 5,882,353
shares of Common Stock for $7.00 per share from a group of sellers consisting of
Morgan Stanley Real Estate Fund III, L.P., a Delaware limited partnership,
Morgan Stanley Real Estate Investors III, L.P., a Delaware limited partnership,
MSP Real Estate Fund, L.P., a Delaware limited partnership, and MSREF III
Special Fund, L.P., a Delaware limited partnership (collectively, the "Morgan
Stanley Sellers"). Levitt acquired 5,548,416 shares of Common Stock from the
Morgan Stanley Sellers upon execution of the Morgan Stanley Purchase Agreement
for a purchase price of $38,838,912. Levitt will acquire the remaining balance
of 333,937 shares for a purchase price of $2,337,559 upon the Issuer obtaining
insurance coverage to replace the coverage provided under the insurance policies
which are currently maintained by affiliates of the Morgan Stanley Sellers or
June 14, 2002, whichever occurs first. The 333,937 additional shares of Common
Stock and the aggregate purchase price for those shares of $2,337,559 will be
deposited in escrow pending completion of the transaction. Levitt will have the
right to vote the 333,937 shares of Common Stock held in escrow.
Also on April 10, 2002, Levitt entered into a purchase agreement (the
"Whitmore Purchase Agreement") providing for the purchase by Levitt of 2,434,972
shares of Common Stock for $5.00 per share from Bradford T. Whitmore and Grace
Brothers, Ltd. (the "Whitmore Sellers" and, together with the Morgan Stanley
Sellers, the "Sellers"). Levitt purchased the 2,434,972 shares of Common Stock
under the Whitmore Purchase Agreement on April 10, 2002.
In accordance with the terms of each of the Morgan Stanley Purchase
Agreement and the Whitmore Purchase Agreement, the Morgan Stanley Sellers and
the Whitmore Sellers each caused their respective representatives on the Board
of Directors of the Issuer to resign their positions as directors effective on
April 10, 2002.
5
Levitt is the record and beneficial owner of 8,317,325 shares of Common
Stock (including the 333,937 shares of Common Stock held in escrow) and
possesses, together with BBC, shared power to vote or direct the vote and shared
power to dispose or direct the disposition of those 8,317,325 shares (including
the 333,937 shares of Common Stock held in escrow, which it will have power to
dispose of upon release from escrow). Through its 100% ownership of Levitt, BBC
may be deemed the beneficial owner of the shares of Common Stock owned by
Levitt. In addition, BBC is the record and beneficial owner of 1,200,000 shares
of Common Stock and possesses sole power to vote or direct the vote and sole
power to dispose or direct the disposition of those 1,200,000 shares. Based on
the Issuer's Quarterly Report on Form 10-Q for the period ending December 30,
2001, the aggregate percentage of all outstanding shares of Common Stock
beneficially owned by Levitt is approximately 34.2%, and the aggregate
percentage of all outstanding shares of Common Stock beneficially owned by BBC
is approximately 39.2%, comprised of 4.9% of the outstanding shares of Common
Stock owned of record and 34.2% beneficially owned through Levitt.
Except as set forth above, neither Levitt, BBC, BFC, nor, to the best of
their knowledge, any of their executive officers, directors or control persons,
has effected any transaction in any Common Stock of the Issuer during the past
60 days. No person except for Levitt and BBC 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 Common Stock covered by this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Except as set forth in this Schedule 13D, neither Levitt, BBC, BFC, nor, to
the best of their knowledge, any of their executive officers, directors or
control persons, has any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
of the securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss, the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting power or investment power over the securities of the
Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement dated April 22, 2002 by and between Levitt
Companies, LLC and BankAtlantic Bancorp, Inc.
Exhibit 2 Form of Escrow Agreement by and between Levitt Companies, LLC,
Morgan Stanley Real Estate Fund III, L.P., Morgan Stanley Real
Estate Investors III, L.P., MSP Real Estate Fund, L.P. and MSREF
III Special Fund, L.P. and ________________, as Escrow Agent.
Exhibit 3 Demand Promissory Note dated April 10, 2002 of Levitt Companies,
LLC in favor of BankAtlantic Bancorp, Inc.
Exhibit 4 Loan Agreement dated September 17, 2002 by and between
BankAtlantic Bancorp, Inc. and Columbus Bank and Trust Company
(incorporated by reference to Exhibit 10.15 to the Annual Report
on Form 10-K of BankAtlantic Bancorp, Inc. filed with the
Securities and Exchange Commission on April 1, 2002).
6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
LEVITT COMPANIES, LLC
By: /s/ Glen R. Gilbert
---------------------------------
Name: Glen R. Gilbert
---------------------------------
Title: Vice President
---------------------------------
Dated: April 22, 2002
BANKATLANTIC BANCORP, INC.
By: /s/ James A. White
---------------------------------
Name: James A. White
---------------------------------
Title: Executive Vice President
---------------------------------
Dated: April 22, 2002
7
APPENDIX A
IDENTITY AND BACKGROUND OF
DIRECTORS AND EXECUTIVE OFFICERS
BANKATLANTIC BANCORP, INC.
Name and Position With
BankAtlantic Bancorp, Inc. Employer and Address Position
-------------------------- -------------------- --------
John E. Abdo BankAtlantic Bancorp, Inc. Vice Chairman of the
Vice Chairman of the Board of Levitt Companies, LLC Board of BBC, Vice
Directors 1750 East Sunrise Boulevard Chairman of the Board
Ft. Lauderdale, FL 33304 and President of Levitt
Steven M. Coldren Business Information Systems Chairman and President
Director 1350 N.E. 56 Street
Ft. Lauderdale, FL 33334
Bruno DiGiulian Ruden McClosky Smith Schuster Of Counsel
Director & Russell, P.A.
c/o BankAtlantic Bancorp Inc.
1750 East Sunrise Boulevard
Ft. Lauderdale, FL 33304
Mary E. Ginestra c/o BankAtlantic Bancorp Inc. Private Investor
Director 1750 East Sunrise Boulevard
Ft. Lauderdale, FL 33304
Alan B. Levan BankAtlantic Bancorp, Inc. Chairman, President and
Chairman, President and Chief 1750 East Sunrise Boulevard Chief Executive Officer
Executive Officer Ft. Lauderdale, FL 33304
Jarett S. Levan BankAtlantic.com, an internet President
Director banking division of BankAtlantic
1750 East Sunrise Boulevard
Ft. Lauderdale, FL 33304
Jonathan D. Mariner Major League Baseball Senior Vice President and
Director 245 Park Avenue, 30th Floor Chief Financial Officer
New York, NY 10167
Ben A. Plotkin Ryan, Beck & Co. Chairman, President and
Director 220 S. Orange Avenue Chief Executive Officer
Livingston, NJ 07039-5817
Charlie C. Winningham II C.C. Winningham Corporation President
Director 1040 N.E. 45 Street
Ft. Lauderdale, FL 33308
A-1
James A. White BankAtlantic Bancorp, Inc. Executive Vice President
Executive Vice President and Chief 1750 East Sunrise Boulevard and Chief Financial
Financial Officer Ft. Lauderdale, FL 33304 Officer
Andrea J. Allen BankAtlantic Executive Vice President,
1750 East Sunrise Boulevard Operations
Ft. Lauderdale, FL 33304
Lloyd B. DeVaux BankAtlantic Executive Vice President
1750 East Sunrise Boulevard and Chief Information
Ft. Lauderdale, FL 33304 Officer
Jay R. Fuchs BankAtlantic Executive Vice President,
1750 East Sunrise Boulevard Community Banking
Ft. Lauderdale, FL 33304 Division
Lewis F. Sarrica BankAtlantic Executive Vice President
1750 East Sunrise Boulevard and Chief Investment
Ft. Lauderdale, FL 33304 Officer
Marcia K. Snyder BankAtlantic Executive Vice President,
1750 East Sunrise Boulevard Corporate Lending
Ft. Lauderdale, FL 33304 Division
LEVITT COMPANIES, LLC
Name and Position With
Levitt Companies, LLC Employer and Address Position
--------------------- -------------------- --------
Alan B. Levan BankAtlantic Bancorp, Inc. Chairman, President and
Chairman of the Board and Vice 1750 East Sunrise Boulevard Chief Executive Officer
President Ft. Lauderdale, FL 33304
John E. Abdo BankAtlantic Bancorp, Inc. Vice Chairman of the
Vice Chairman of the Board and Levitt Companies, LLC Board of BBC, Vice
President 1750 East Sunrise Boulevard Chairman of the Board
Ft. Lauderdale, FL 33304 and President of Levitt
Glen R. Gilbert BFC Financial Corporation Executive Vice President
Executive Vice President and Chief 1750 East Sunrise Boulevard and Chief Financial
Financial Officer Ft. Lauderdale, FL 33304 Officer
Barry Somerstein Ruden McClosky Smith Schuster Attorney
Director & Russell, P.A.
200 East Broward Boulevard
Ft. Lauderdale, FL 33301
James Blosser Poole McKinley & Blosser Attorney
Director 450 East Las Olas Boulevard
Suite 700
Ft. Lauderdale, FL 33301
A-2
William Scherer Conrad & Scherer, P.A. Attorney
633 South Federal Highway
Eighth Floor
Ft. Lauderdale, FL 33301
BFC FINANCIAL CORPORATION
Name and Position With
BFC Financial Corporation Employer and Address Position
------------------------- -------------------- --------
Alan B. Levan BankAtlantic Bancorp, Inc. Chairman, President and
Chairman of the Board and President 1750 East Sunrise Boulevard Chief Executive Officer
Ft. Lauderdale, FL 33304
John E. Abdo BankAtlantic Bancorp, Inc. Vice Chairman of the
Vice Chairman of the Board Levitt Companies, LLC Board of BBC, Vice
1750 East Sunrise Boulevard Chairman of the Board
Ft. Lauderdale, FL 33304 and President of Levitt
Glen R. Gilbert BFC Financial Corporation Executive Vice President
Executive Vice President and Chief 1750 East Sunrise Boulevard and Chief Financial
Financial Officer Ft. Lauderdale, FL 33304 Officer
Earl Pertnoy Self-Employed Real Estate Investor and
Director c/o BankAtlantic Bancorp, Inc. Developer
1750 East Sunrise Boulevard
Ft. Lauderdale, FL 33304
Mr. Alan B. Levan and Mr. John E. Abdo may be deemed to control BFC.
A-3