SC 13G 1 mm07-1108_bfc13g.htm

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

SCHEDULE 13G

 

(RULE 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULES 13d-1(b), (c) AND (d) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

___________

(Amendment No.__)*

BFC FINANCIAL CORPORATION

(Name of Issuer)

Common Stock, $0.01 par value per share

 

592022148

(Title of class of securities)

 

(CUSIP number)

July 3, 2008

 

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[ X ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

__________

*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 the disclosures provided in a prior cover page.

The information required in 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 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).

Continued on Following Pages

Page 1

 

 

 

 

CUSIP No.

592022148

13G

Page 2

 

 

 

1

NAME OF REPORTING PERSONS:

SC FUNDAMENTAL VALUE FUND, L.P.

 

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Delaware

 

NUMBER OF

SHARES

5

SOLE VOTING POWER:

1,136,382

 

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER:

0

 

EACH

REPORTING

7

SOLE DISPOSITIVE POWER:

1,136,382

 

PERSON WITH

 

8

SHARED DISPOSITIVE POWER:

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,136,382

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

3.0%

 

 

12

TYPE OF REPORTING PERSON:

PN

 

 

 

 

 

CUSIP No.

592022148

13G

Page 3

 

 

 

1

NAME OF REPORTING PERSONS:

SC FUNDAMENTAL LLC

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

New York

 

NUMBER OF

SHARES

5

SOLE VOTING POWER:

0

 

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER:

1,136,382

 

EACH

REPORTING

7

SOLE DISPOSITIVE POWER:

0

 

PERSON WITH

 

8

SHARED DISPOSITIVE POWER:

1,136,382

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,136,382

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

3.0%

 

 

12

TYPE OF REPORTING PERSON:

OO

 

 

 

 

CUSIP No.

592022148

13G

Page 4

 

 

 

1

NAME OF REPORTING PERSONS:

SC FUNDAMENTAL VALUE BVI, LTD.

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

British Virgin Islands

 

NUMBER OF

SHARES

5

SOLE VOTING POWER:

1,377,729

 

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER:

0

 

EACH

REPORTING

7

SOLE DISPOSITIVE POWER:

1,377,729

 

PERSON WITH

 

8

SHARED DISPOSITIVE POWER:

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,377,729

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

3.6%

 

 

12

TYPE OF REPORTING PERSON:

CO

 

 

 

 

 

CUSIP No.

592022148

13G

Page 5

 

 

 

1

NAME OF REPORTING PERSONS:

SC-BVI PARTNERS

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Delaware

 

NUMBER OF

SHARES

5

SOLE VOTING POWER:

0

 

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER:

1,377,729

 

EACH

REPORTING

7

SOLE DISPOSITIVE POWER:

0

 

PERSON WITH

 

8

SHARED DISPOSITIVE POWER:

1,377,729

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,377,729

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

3.6%

 

 

12

TYPE OF REPORTING PERSON:

PN

 

 

 

 

 

CUSIP No.

592022148

13G

Page 6

 

 

 

1

NAME OF REPORTING PERSONS:

PMC-BVI, INC.

 

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Delaware

 

NUMBER OF

SHARES

5

SOLE VOTING POWER:

0

 

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER:

1,377,729

 

EACH

REPORTING

7

SOLE DISPOSITIVE POWER:

0

 

PERSON WITH

 

8

SHARED DISPOSITIVE POWER:

1,377,729

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,377,729

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

3.6%

 

 

12

TYPE OF REPORTING PERSON:

CO

 

 

 

 

 

 

 

CUSIP No.

592022148

13G

Page 7

 

 

 

1

NAME OF REPORTING PERSONS:

SC FUNDAMENTAL BVI, INC.

 

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

Delaware

 

NUMBER OF

SHARES

5

SOLE VOTING POWER:

0

 

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER:

1,377,729

 

EACH

REPORTING

7

SOLE DISPOSITIVE POWER:

0

 

PERSON WITH

 

8

SHARED DISPOSITIVE POWER:

1,377,729

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

1,377,729

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

3.6%

 

 

12

TYPE OF REPORTING PERSON:

CO

 

 

 

 

 

 

 

CUSIP No.

592022148

13G

Page 8

 

 

 

1

NAME OF REPORTING PERSONS:

PETER M. COLLERY

 

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

 

NUMBER OF

SHARES

5

SOLE VOTING POWER:

0

 

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER:

2,514,111

 

EACH

REPORTING

7

SOLE DISPOSITIVE POWER:

0

 

PERSON WITH

 

8

SHARED DISPOSITIVE POWER:

2,514,111

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

2,514,111

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

6.6%

 

 

12

TYPE OF REPORTING PERSON:

IN

 

 

 

 

 

 

 

 

CUSIP No.

592022148

13G

Page 9

 

 

 

1

NAME OF REPORTING PERSONS:

NEIL H. KOFFLER

 

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

 

NUMBER OF

SHARES

5

SOLE VOTING POWER:

0

 

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER:

2,514,111

 

EACH

REPORTING

7

SOLE DISPOSITIVE POWER:

0

 

PERSON WITH

 

8

SHARED DISPOSITIVE POWER:

2,514,111

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

2,514,111

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

6.6%

 

 

12

TYPE OF REPORTING PERSON:

IN

 

 

 

 

 

CUSIP No.

592022148

13G

Page 10

 

 

 

1

NAME OF REPORTING PERSONS:

JOHN T. BIRD

 

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

 

NUMBER OF

SHARES

5

SOLE VOTING POWER:

0

 

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER:

2,514,111

 

EACH

REPORTING

7

SOLE DISPOSITIVE POWER:

0

 

PERSON WITH

 

8

SHARED DISPOSITIVE POWER:

2,514,111

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

2,514,111

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

6.6%

 

 

12

TYPE OF REPORTING PERSON:

IN

 

 

 

 

 

CUSIP No.

592022148

13G

Page 11

 

 

 

1

NAME OF REPORTING PERSONS:

DAVID A. HURWITZ

 

 

 

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

 

(a) x

(b) [_]

 

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

United States

 

NUMBER OF

SHARES

5

SOLE VOTING POWER:

0

 

BENEFICIALLY

OWNED BY

6

SHARED VOTING POWER:

2,514,111

 

EACH

REPORTING

7

SOLE DISPOSITIVE POWER:

0

 

PERSON WITH

 

8

SHARED DISPOSITIVE POWER:

2,514,111

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

2,514,111

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:

 

 

o

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 

6.6%

 

 

12

TYPE OF REPORTING PERSON:

IN

 

 

 

 

 

ITEM 1.

NAME OF ISSUER AND ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

(a) and (b) This Statement on Schedule 13G (the “Schedule 13G”) relates to the Class A Common Stock, par value $0.01, of BFC Financial Corporation, a Florida corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2100 West Cypress Creek Road Fort Lauderdale, Florida, 33309.

ITEM 2.

NAME OF PERSON FILING

 

(a)

Name of Persons Filing:

 

 

(i)

SC Fundamental Value Fund, L.P.

 

(ii)

SC Fundamental LLC

 

(iii)

SC Fundamental Value BVI, Ltd.

 

(iv)

SC-BVI Partners

 

(v)

PMC-BVI, Inc.

 

(vi)

SC Fundamental BVI, Inc.

 

(vii)

Peter M. Collery

 

(viii)

Neil H. Koffler

 

(ix)

John T. Bird and

 

(x)

David A. Hurwitz (collectively, the “Reporting Persons”)

 

 

(b)

Address of Principal Business Office or, if None, Residence:

The principal business office of each of the Reporting Persons listed in Item 2(a) is as follows:

The principal business office of each of SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird and David A. Hurwitz is 747 Third Avenue, 27th Floor, New York, New York 10017.

The principal business office of SC Fundamental Value BVI, Ltd. is c/o Citco Fund Services (Cayman Islands) Ltd., Corporate Center, West Bay Road, Grand Cayman, Cayman Islands.

(c), (d) and (e)    For information with respect to citizenship of each of the Reporting Persons, title of class of securities and CUSIP number for the shares held by such persons, see the appropriate cover page above.

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:

 

(a) o Broker or dealer registered under Section 15 of the Exchange Act;

 

(b) o Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c) o Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d) o Investment company registered under Section 8 of the Investment Company Act;

 

Page 12

 

 

(e) o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f) o An Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g) o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h) o A Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j) o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

ITEM 4.

OWNERSHIP

 

(a) – (c)            The response of each of the Reporting Persons to Items 5 through 11 of each of their respective Cover Sheets which relate to the beneficial ownership of the Class A Common Stock of the Issuer, as of March 31, 2008, is incorporated herein by reference.

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of Securities, check the following           |__|.

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Not applicable.

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

See Exhibit No. 2 hereto.

 

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

 

Not applicable.

 

Page 13

 

ITEM 10.

CERTIFICATION

 

 

(a)

Not applicable.

 

(b)       By signing below, each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[The remainder of this page intentionally left blank.]

 

Page 14

 

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:

July 11, 2008

SC FUNDAMENTAL VALUE FUND, L.P.

 

 

By:

SC Fundamental LLC, as General Partner

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Member

 

SC FUNDAMENTAL LLC

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Member

 

SC FUNDAMENTAL VALUE BVI, LTD.

 

 

By:

SC Fundamental BVI, Inc., as managing general partner of investment manager

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Vice President

 

SC-BVI PARTNERS

 

 

By:

SC Fundamental BVI, Inc., as managing general partner

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Vice President

 

 

Page 15

 

PMC-BVI, INC.

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Secretary

 

SC FUNDAMENTAL BVI, INC.

 

By:

/s/ Neil H. Koffler

 

Neil H. Koffler, Vice President

 

 

/s/ Neil H. Koffler

Neil H. Koffler as Attorney-in-Fact for

Peter M. Collery (1)

 

 

/s/ Neil H. Koffler

Neil H. Koffler as Attorney-in-Fact for

 

 

/s/ Neil H. Koffler

Neil H. Koffler as Attorney-in-Fact for

John T. Bird (2)

 

 

/s/ Neil H. Koffler

Neil H. Koffler as Attorney-in-Fact for

David A. Hurwitz (3)

 

 

(1)

Executed by Neil H. Koffler as Attorney-in-Fact for Peter M. Collery. The Power of Attorney for Mr. Collery is attached as Exhibit 3 to the Amendment No. 1 to the Statement on Schedule 13G with respect to the Common Stock of ECC Capital Corporation, filed on February 14, 2007, and is incorporated herein by reference.

 

(2)

Executed by Neil H. Koffler as Attorney-in-Fact for John T. Bird. The Power of Attorney for Mr. Bird is attached as Exhibit 3 to the Statement on Schedule 13G with respect to the Common Stock of BFC Financial Corporation, filed on July 11, 2008, and is incorporated herein by reference.

 

(3)

Executed by Neil H. Koffler as Attorney-in-Fact for David A. Hurwitz. The Power of Attorney for Mr. Hurwitz is attached as Exhibit 3 to the Amendment No. 4 to the Statement on Schedule 13G with respect to the Common Stock of MDU Communications International, Inc., filed on February 14, 2008, and is incorporated herein by reference.

 

Page 16

 

EXHIBIT INDEX

Exhibit No.

Document

 

1

Joint Filing Agreement, dated July 11, 2008, among SC Fundamental Value Fund, L.P., SC Fundamental LLC, SC Fundamental Value BVI, Ltd., SC-BVI Partners, PMC-BVI, Inc., SC Fundamental BVI, Inc., Peter M. Collery, Neil H. Koffler, John T. Bird and David A. Hurwitz, to file this joint statement on Schedule 13G.

 

2

Identity of Members of Group

 

 

 

 

 

 

 

 

 

 

 

Page 17