-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MRboo8J3mzkp9Qy3u4n3OI3LdMDgx0dAP4Q0DYi2mja53AsZkPiftp+6Zm3c9VTf muiJtJ2MO8YwiGq1RxMR+Q== 0000315858-03-000001.txt : 20030114 0000315858-03-000001.hdr.sgml : 20030114 20030113154732 ACCESSION NUMBER: 0000315858-03-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030106 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BFC FINANCIAL CORP CENTRAL INDEX KEY: 0000315858 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 592022148 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-72213 FILM NUMBER: 03512267 BUSINESS ADDRESS: STREET 1: 1750 E SUNRISE BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 BUSINESS PHONE: 9547605200 MAIL ADDRESS: STREET 1: 1750 EAST SUNRISE BLVD STREET 2: THRID FLOOR CITY: FORT LAUDERDALE STATE: FL ZIP: 33304 FORMER COMPANY: FORMER CONFORMED NAME: IRE FINANCIAL CORP DATE OF NAME CHANGE: 19880401 FORMER COMPANY: FORMER CONFORMED NAME: BANKATLANTIC FINANCIAL CORP DATE OF NAME CHANGE: 19920316 8-K 1 bfcf_20030106-8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 --------------------------------- Date of Report January 6, 2003 (Date of earliest event reported) BFC Financial Corporation (Exact name of registrant as specified in its Charter) Florida -------------------------------------- (State of other jurisdiction or incorporation or organization) 333-72213 ----------------------------- (Commission File Number) 59-2022148 ----------------------- (IRS Employer Identification No.) 1750 East Sunrise Blvd. Ft. Lauderdale, Florida ----------------------- (Address of principal executive offices) 33304 ----- (Zip Code) (954) 760-5200 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Item 4. Changes in Registrant's Certifying Accountant (a) Previous Independent Accountants (i) On January 6, 2003, BFC Financial Corporation dismissed KPMG LLP as its independent public accountants effective upon completion of the audit of the fiscal year ended December 31, 2002. KPMG LLP will serve as independent accountants through the filing of all required reports covering operations for fiscal year 2002, including the Annual Report on Form 10-K to be filed by March 31, 2003. (ii) The reports of KPMG LLP on the financial statements for the past two years ended December 31, 2001 and 2000 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that in 2001, BFC Financial Corporation changed its method of accounting for derivative instruments and hedging activities. (iii) The decision to change accountants was approved by the Audit Committee of the board of directors of Registrant. (iv) In connection with its audits for the two most recent fiscal years ended December 31, 2001 and 2000, and through the date of this Form 8-K, there have been no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, which disagreements if not resolved to the satisfaction of KPMG LLP would have caused them to make reference thereto in their report on the financial statements for such years. The Registrant has requested KPMG LLP furnish it with a letter addressed to the Securities and Exchange Commission (the "Commission") stating whether it agrees or disagrees with the above statements. A copy of such letter, dated January 13, 2003, is filed as Exhibit 16 to this Form 8-K. (b) New independent accountants The Registrant's Audit Committee engaged PriceWaterhouseCoopers ("PWC") as its principal independent public accountants effective as of January 1, 2003. During the two most recent fiscal years and through January 6, 2003, the Registrant has not consulted with PWC regarding either the (i) the application of accounting principles to a specific transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item (a)(1)(v) of Regulation S-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (i) Financial Statements Not applicable (ii) Pro Forma Financial Information Not applicable (iii) Exhibits 16. Letter dated January 13, 2003 from KPMG LLP to the Commission regarding the Registrant's change in independent public accountants. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BFC FINANCIAL CORPORATION By: /s/ Glen R. Gilbert ----------------------------------------- Name: Glen R. Gilbert Title: Executive Vice President and Chief Financial Officer and Secretary Dated: January 13, 2003 EXHIBIT INDEX Exhibit Description 16 Letter dated January 13, 2003 from KPMG LLP to the Commission regarding the Registrant's change in independent public accountants. EX-16 2 bfcf_20030106-8kex16.txt Exhibit 16 (KPMG LLP Letterhead) January 13, 2003 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We are currently principal accountants for BFC Financial Corporation and, under the date of January 29, 2002 (except for Note 25, as to which the date is March 22, 2002), we reported on the consolidated financial statements of BFC Financial Corporation as of and for the years ended December 31, 2001 and 2000. On January 6, 2003, we were notified that BFC Financial Corporation engaged PriceWaterhouseCoopers as its principal accountant for the year ending December 31, 2003 and that the auditor-client relationship with KPMG LLP will cease upon completion of the audit of BFC Financial Corporation's consolidated financial statements as of and for the year ended December 31, 2002, and the issuance of our report thereon. We have read BFC Financial Corporation's statements included under Item 4 of its Form 8-K dated January 13, 2003, and we agree with such statements, except that we are not in a position to agree or disagree with BFC Financial Corporation's statement that the change was approved by the Audit Committee of the board of directors and we are not in a position to agree or disagree with BFC Financial Corporation's statement that PriceWaterhouseCoopers were not engaged regarding the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on BFC Financial Corporation's consolidated financial statements. Very truly yours, (signed) KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----