SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report
January 6, 2003
(Date of earliest event reported)
BFC Financial Corporation
(Exact name of registrant as specified in its Charter)
Florida
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(State of other jurisdiction or
incorporation or organization)
333-72213
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(Commission File Number)
59-2022148
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(IRS Employer Identification No.)
1750 East Sunrise Blvd.
Ft. Lauderdale, Florida
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(Address of principal executive offices)
33304
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(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
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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.