As filed with the United States Securities and Exchange Commission on February 18, 2005

Registration No. 333-            

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BFC Financial Corporation

(Exact name of registrant as specified in its charter)

1750 East Sunrise Boulevard

Fort Lauderdale, Florida 33304

(954) 760-5200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Alan B. Levan

BFC Financial Corporation

1750 East Sunrise Boulevard

Fort Lauderdale, Florida 33304

(954) 760-5200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

      Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

      If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

      If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    o

      If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

      If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

      If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

      If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

      The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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PROSPECTUS (SUBJECT TO COMPLETION)

Dated                     , 2005

3,600,000 Shares

BFC Financial Corporation

Class A Common Stock

          We are a diversified holding company with investments in companies engaged in retail and commercial banking, full service investment banking and brokerage, homebuilding, master planned community development and time share and vacation ownership. We also hold interests in an Asian themed restaurant chain and various real estate and venture capital investments.

      We are offering 3,600,000 shares of our Class A Common Stock, par value $0.01 per share, at a price of $           per share. We will receive all of the net proceeds from the sale of these shares. Our Class A Common Stock is listed on the Nasdaq National Market under the trading symbol “BFCF.” On February 15, 2005, the last reported sale price of our Class A Common Stock on the Nasdaq National Market was $13.20 per share.

      Investing in our Class A Common Stock involves risks. See “Risk Factors” beginning on page 13 for a discussion of certain factors you should consider before buying our Class A Common Stock.

      These securities are not savings accounts, deposits or other obligations of any bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

      This is a firm commitment underwriting. The underwriters are offering shares of our Class A Common Stock as described under the section of this prospectus entitled “Underwriting.” We have granted the underwriters a 30 day option to purchase up to an additional 540,000 shares of Class A Common Stock at the public offering price, less underwriting discounts and commissions, to cover over-allotments.

      The underwriters expect to deliver the shares to purchasers on or about                     , 2005.

      Neither the Office of Thrift Supervision, the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Ryan Beck & Co.

Incorporated

The date of this prospectus is                     , 2005.

TABLE OF CONTENTS

      You should rely only on the information contained in or incorporated by reference into this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The information in this prospectus may only be accurate as of the date appearing on the cover page of this prospectus and any information incorporated by reference is only accurate as of the date of such documents, regardless of the time this prospectus is delivered or our Class A Common Stock is sold.

      We are not, and the underwriters are not, making an offer to sell the shares in any jurisdiction where the offer or sale is not permitted. No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock or the possession or distribution of this prospectus in any such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside of the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable in that jurisdiction.

      When we refer to “BFC,” the “Company,” “we,” or “our” in this prospectus, we are referring to BFC Financial Corporation, a Florida corporation, and all of its consolidated subsidiaries. When we refer to “BankAtlantic Bancorp,” we are referring to BankAtlantic Bancorp, Inc., a Florida corporation, and all of its subsidiaries. When we refer to “BankAtlantic,” or the “Bank,” we are referring to BankAtlantic, BankAtlantic Bancorp’s wholly-owned federal savings bank subsidiary. When we refer to “Ryan Beck,” we are referring to RB Holdings, Inc., a New Jersey corporation, and all of its subsidiaries. When we refer to “Levitt,” we are referring to Levitt Corporation, a Florida corporation, and all of its subsidiaries. When we refer to “Levitt and Sons,” we are referring to Levitt and Sons, LLC, a Florida limited liability company, and all of its subsidiaries. When we refer to “Benihana,” we are referring to Benihana, Inc., a Delaware corporation. When we refer to “Core Communities,” we are referring to Core Communities, LLC, a Florida limited liability company, and all of its subsidiaries. When we refer to “Bluegreen,” we are referring to Bluegreen Corporation, a Massachusetts corporation, and all of its subsidiaries.

	•	management teams with extensive experience and knowledge in their industries;
	•	solid fundamentals and long-term sustainability; and
	•	growth potential which is generally limited by external factors inhibiting growth.

	•	investing in private and public companies;
	•	acting as a “white knight” in hostile acquisition environments;
	•	acquiring divested businesses or companies;
	•	purchasing interests in family businesses whose owners are seeking to monetize holdings but retain management control; and
	•	assisting in going private transactions and management buyouts.

	•	Creating an environment where management of portfolio companies can develop professionally and accelerate the growth of their businesses;

	•	The top executive at each of Ryan Beck, Core Communities, Levitt and Sons and Bluegreen at the time of our respective investments remain in those positions today.

	•	Successfully managing and growing our investments.

	•	BankAtlantic had earnings of $9.5 million for the fiscal year ended September 30, 1986, the year prior to our acquisition of control, versus earnings of $42.1 million for the year ended December 31, 2003;
	•	Ryan Beck’s net income in 1997, the year prior to our acquisition, was $3.9 million, versus $9.6 million for the year ended December 31, 2003;
	•	Core Communities had a loss of $3.0 million for the period from inception (May 17, 1996) through December 21, 1996, the period prior to our acquisition, versus net income of $11.0 million for the year ended December 31, 2003;
	•	Levitt and Sons’ net income in 1998, the year prior to our acquisition, was $4.5 million, versus $13.8 million for the year ended December 31, 2003; and
	•	Bluegreen’s net income for the twelve months ended December 31, 2001, the year prior to our principal share purchase, was $9.7 million, versus $25.8 million for the year ended December 31, 2003.

	•	Assembling a strong executive management team at BFC.

	•	Our four senior officers have over 130 years of combined business experience in financial services, commercial and retail banking, investment banking, real estate, homebuilding, land development, timeshare, hospitality, travel, airlines, telecommunications, construction and national restaurant chains.

	BankAtlantic

	Ryan Beck

	Levitt Corporation

	Core Communities

	Levitt and Sons

	Bluegreen Corporation

	Benihana

							Percent of
			Shares				Total				Percent
			Owned				Outstanding				of Vote
BankAtlantic Bancorp
	Class A Common Stock(a)			8,347,400				15.1%				8.0%
	Class B Common Stock			4,876,124				100.0%				47.0%
	Total			13,223,524				22.1%				55.0%
Levitt
	Class A Common Stock			2,074,240				11.2%				5.9%
	Class B Common Stock			1,219,031				100.0%				47.0%
	Total			3,293,271				16.6%				52.9%

(a)		Includes 50,422 shares directly held by a limited partnership in which BFC has a controlling interest of 56.5%.

Common Stock offered		3,600,000 shares of Class A Common Stock(1)
Common Stock to be outstanding after the offering:		21,834,004 shares of Class A Common Stock(2)
		4,278,956 shares of Class B Common Stock(3)
Over-allotment option		540,000 shares of Class A Common Stock
Offering Price		$                    per share
Voting Rights		Holders of Class A Common Stock are entitled to one vote per share, and the Class A Common Stock possesses in the aggregate a fixed 22% of the total voting power of all of our common stock. The holders of our Class B Common Stock are entitled to a number of votes per share which represents in the aggregate a fixed 78% of the total voting power of all of our common stock. Alan B. Levan, our Chairman of the Board and Chief Executive Officer, and John E. Abdo, our Vice Chairman of the Board, may be deemed under SEC rules to beneficially own shares of our Class A Common Stock and Class B Common Stock representing in the aggregate 75.8% of the total voting power of all of our common stock at December 31, 2004. The holders of our Class A Common Stock and Class B Common Stock vote as a single class, except as may be required by law or as provided in our Articles of Incorporation.
Dividends		Holders of Class A Common Stock and Class B Common Stock participate equally in dividends on a per share basis. Stock dividends and other non-cash distributions on Class A Common Stock are identical to those issued on Class B Common Stock, except that a stock dividend to holders of Class A Common Stock may be declared and issued in the form of Class A Common Stock while a stock dividend to holders of Class B Common Stock may be issued in either the form of Class A Common Stock or Class B Common Stock in the discretion of our Board of Directors.
Convertibility		Our Class A Common Stock is not convertible. Our Class B Common Stock is convertible at the holder’s discretion into Class A Common Stock on a share-for-share basis.
Use of Proceeds		We currently intend to use the net proceeds of this offering to support our growth, primarily through new investments and acquisitions, and for general corporate purposes. We may also use a portion of the proceeds to pay down a line of credit with an independent financial institution. At September 30, 2004, approximately $7.2 million was outstanding under this line of credit.
Class A Common Stock Nasdaq National Market Symbol		“BFCF”

(1)	Does not include 540,000 shares of Class A Common Stock issuable upon exercise of the underwriters’ over-allotment option.
(2)	Does not include (i) 540,000 shares of Class A Common Stock issuable upon exercise of the underwriters’ over-allotment option and (ii) 1,250,000 shares of Class A Common Stock issuable upon conversion of the Company’s 5% Cumulative Convertible Preferred Stock.
(3)	Does not include 4,192,085 shares of Class B Common Stock issuable upon the exercise of options outstanding at February 7, 2005 with a weighted average exercise price of $3.29 per share.

			For the Nine Months Ended
			September 30,								As of or For the Years Ended December 31,
			2004				2003				2003				2002				2001
			(Dollars in thousands, except per share data)
Income Statement
Revenue
	Financial Services		$	448,302			$	409,075			$	541,910			$	492,344			$	412,091
	Homebuilding and Real Estate Development			380,588				188,451				288,686				212,081				147,977
	Other Operations			5,650				1,389				1,708				1,336				3,261
				834,540				598,915				832,304				705,761				563,329
Costs and Expenses
	Financial Services			365,943				361,379				480,314				467,181				372,505
	Homebuilding and Real Estate Development			328,976				165,297				253,169				191,662				136,885
	Other Operations			5,304				3,382				7,809				5,944				8,852
				700,223				530,058				741,292				664,787				518,242
Income before income taxes and equity in earnings from unconsolidated subsidiaries				134,317				68,857				91,012				40,974				45,087
	Equity in earnings from unconsolidated subsidiaries			16,722				6,659				10,126				9,327				2,888
	Income before income taxes, minority interest, discontinued operations, extraordinary items and cumulative effect of a change in accounting principle			151,039				75,516				101,138				50,301				47,975
	Provision for income taxes			63,258				31,773				44,166				17,993				25,260
	Minority interest in income of consolidated subsidiaries			76,488				38,855				51,093				38,294				18,379

			For the Nine Months Ended
			September 30,								As of or For the Years Ended December 31,
			2004				2003				2003				2002				2001
			(Dollars in thousands, except per share data)
	Income (loss) from continuing operations			11,293				4,888				5,879				(5,986	)			4,336
	Income from discontinued operations, net of taxes			—				1,143				1,143				2,536				—
	Income from extraordinary items, net of taxes			—				—				—				23,749				—
	Income (loss) from cumulative effect of a change in accounting principle, net of taxes			—				—				—				(15,107	)			1,138
	Net income		$	11,293			$	6,031			$	7,022			$	5,192			$	5,474
	Amortization of goodwill, net of tax			—				—				—				—				735
	Net income adjusted to exclude goodwill amortization			11,293				6,031				7,022				5,192				6,209
	5% Preferred Stock dividends			204				—				—				—				—
	Net income available to common shareholders		$	11,089			$	6,031			$	7,022			$	5,192			$	6,209
Common Share Data(a),(b),(c),(d)
	Basic earnings (loss) per share from continuing operations		$	0.58			$	0.27			$	0.32			$	(0.34	)		$	0.24
	Discontinued operations			—				0.06				0.06				0.14				—
	Extraordinary items			—				—				—				1.32				—
	Cumulative effect of a change in accounting principle			—				—				—				(0.84	)			0.06
	Basic earnings per share of common stock			0.58				0.33				0.38				0.29				0.30
	Basic earnings per share from amortization of goodwill			—				—				—				—				0.04
	Basic earnings per share adjusted to exclude goodwill amortization		$	0.58			$	0.33			$	0.38			$	0.29			$	0.34
	Diluted earnings (loss) per share from continuing operations		$	0.47			$	0.22			$	0.26			$	(0.34	)		$	0.17
	Discontinued operations			—				0.05				0.06				0.14				—
	Extraordinary items			—				—				—				1.30				—
	Cumulative effect of a change in accounting principle			—				—				—				(0.82	)			0.06
	Diluted earnings per share of common stock			0.47				0.27				0.31				0.26				0.22
	Diluted earnings per share from amortization of goodwill			—				—				—				—				0.03
	Diluted earnings per share adjusted to exclude goodwill amortization		$	0.47			$	0.27			$	0.31			$	0.26			$	0.26

			For the Nine Months Ended
			September 30,								As of or For the Years Ended December 31,
			2004				2003				2003				2002				2001
			(Dollars in thousands, except per share data)
	Basic weighted average number of common shares outstanding			19,263,000				18,200,000				18,255,000				17,963,000				17,873,000
	Diluted weighted average number of common shares outstanding			22,226,000				20,495,000				20,825,000				17,963,000				19,705,000
	Ratio of earnings to fixed charges(e)			(2.07	)			0.10				0.15				(0.23	)			0.95
	Dollar deficiency of earnings to fixed charges(e)			2,660				787				987				1,421				68
Balance Sheet (at period end)
	Loans and leases, net(f)		$	4,138,174			$	3,744,771			$	3,611,612			$	3,377,870			$	2,776,624
	Securities			963,808				602,382				677,713				1,111,825				1,356,497
	Total assets			6,264,338				5,189,071				5,135,444				5,415,933				4,665,359
	Deposits			3,242,291				2,982,203				3,058,142				2,920,555				2,276,567
	Securities sold under agreements to repurchase and federal funds purchased			257,250				143,230				120,874				116,279				467,070
	Other borrowings(g)			1,776,396				1,381,819				1,209,571				1,686,613				1,326,264
	Shareholders’ equity			120,853				83,622				85,675				77,411				74,172
	Book value per share(c)(h)			5.42				4.55				4.60				4.31				4.14
	Return on average equity(i)			10.87	%			7.51	%			8.63	%			6.85	%			7.44	%
Asset Quality Ratios
	Non-performing assets, net of reserves as a percent of total loans, tax certificates and real estate owned			0.30	%			0.55	%			0.33	%			0.79	%			1.11	%
	Loan loss allowance as a percent of non- performing loans			401.66	%			232.22	%			490.46	%			259.52	%			122.60	%
	Loan loss allowance as a percent of total loans			1.19	%			1.30	%			1.28	%			1.43	%			1.62	%
Levitt Corporation
	Consolidated margin on sales of real estate		$	98,092			$	49,771			$	73,627			$	48,133			$	31,455
	Consolidated margin percentage			26.2	%			26.9	%			26.0	%			23.2	%			22.0	%
	Homes delivered			1,451				619				1,011				740				597
	Backlog of homes (units)			2,175				1,972				2,053				824				584
	Backlog of homes (value)		$	528,281			$	429,997			$	458,771			$	167,526			$	125,041
	Land division acres sold(j)			471				1,268				1,337				1,473				253
Capital Ratios for BankAtlantic:
	Total risk based capital			11.47	%			11.91	%			12.06	%			11.89	%			12.90	%
	Tier I risk based capital			9.71	%			10.07	%			10.22	%			10.01	%			11.65	%
	Leverage			7.55	%			8.20	%			8.52	%			7.26	%			8.02	%

(a)		Since its inception, BFC has not paid any cash dividends.
(b)		While the Company has two classes of common stock outstanding, the two-class method is not presented because the Company’s capital structure does not provide for different dividend rates or other preferences, other than voting rights, between the two classes.
(c)		I.R.E. Realty Advisory Group, Inc. (“RAG”) owns 3,711,000 shares of our Class A Common Stock and 500,000 shares of our Class B Common Stock. Because the Company owns 45.5% of the outstanding common stock of RAG, 1,687,000 shares of Class A Common Stock and 227,000 shares of Class B

		Common Stock are eliminated from the number of shares outstanding for purposes of computing earnings per share and book value per share.
(d)		All share and per share data has been adjusted for a five for four common stock split effected in the form of a 25% stock dividend payable in shares of the Company’s Class A Common Stock to the holders of Class A and Class B Common Stock of record on May 17, 2004.
(e)		The operations, fixed charges and dividends of BankAtlantic Bancorp and Levitt are not included in this calculation because each of those subsidiaries are separate, publicly traded companies whose Board of Directors are composed of individuals, a majority of whom are independent. Accordingly, decisions made by those Boards, including with respect to the payment of dividends, are not within our control.
(f)		Includes $233,000, $0, and $5,000 and $1.3 million of bankers acceptances in 2003, 2002, 2001 and 2000, respectively.
(g)		Other borrowings consist of FHLB advances, subordinated debentures, mortgage notes payable and bonds payable, guaranteed preferred beneficial interests in BankAtlantic Bancorp’s junior subordinated debentures and junior subordinated debentures.
(h)		Preferred stock redemption price is eliminated from shareholders’ equity for purposes of computing book value per share.
(i)		Ratios were computed using quarterly averages.
(j)		Land sales between Levitt’s subsidiaries were eliminated in consolidation.

				As of or For the Year Ended
				December 31,
				2003				2002				2001
				(In thousands)
Balance Sheet Data:
Assets
Cash and cash equivalents				$	1,536			$	797			$	2,706
Securities available for sale, at market value					1,218				1,269				859
Investment in venture partnerships					626				2,782				4,691
Investment in BankAtlantic Bancorp, Inc.					91,869				106,017				98,815
Investment in Levitt Corporation					27,885				—				—
Investment in other subsidiaries					13,680				13,620				13,887
Loans receivable					4,175				4,175				1,184
Other assets					484				768				831
	Total assets			$	141,473			$	129,428			$	122,973
Liabilities and Shareholders’ Equity
Mortgages payable and other borrowings				$	6,015			$	6,015			$	4,515
Other liabilities					23,234				22,805				22,491
Deferred income taxes					26,549				23,197				21,795
	Total liabilities				55,798				52,017				48,801
Total shareholders’ equity					85,675				77,411				74,172
		Total liabilities and shareholders’ equity			141,473				129,428				122,973
Statements of Operations Data:
Revenues					1,051				763				1,010
Expenses					3,954				3,898				4,022
(Loss) before undistributed earnings from subsidiaries					(2,903	)			(3,135	)			(3,012	)
Equity from earnings in BankAtlantic Bancorp					15,222				11,380				10,551
Equity from earnings in Levitt					—				—				—
Equity from earnings (loss) in other subsidiaries					(1,583	)			(633	)			595
Income before income taxes					10,736				7,612				8,134
Provision for income taxes					3,714				2,420				2,660
Net income				$	7,022			$	5,192			$	5,474

		As of or For the Year Ended
		December 31,
		2003				2002				2001
		(In thousands)
Statements of Cash Flow Data:
Operating Activities:
Income (loss) from continuing operations		$	5,879			$	(5,986	)		$	4,336
Income from discontinued operations, net of tax			1,143				2,536				—
Income from extraordinary item, net of tax			—				23,749				—
Cumulative effect of a change in accounting principle, net of tax			—				(15,107	)			1,138
Net cash (used in) provided by operating activities			(2,358	)			(4,702	)			677
Net cash (used in) provided by investing activities			2,815				1,408				1,368
Net cash provided by financing activities			282				1,385				489
Increase (decrease) in cash and cash equivalents			739				(1,909	)			2,534
Cash at beginning of period			797				2,706				172
Cash at end of period		$	1,536			$	797			$	2,706

RISK FACTORS

      You should carefully consider the following risks before purchasing our stock. Our business, operating results or financial condition could be materially and adversely affected by any of these risks. In such case, the trading price of our Class A Common Stock could decline, and you may lose all or part of your investment. You should also refer to the other information included or incorporated by reference in this prospectus.

Risks Associated With Us

We depend on dividends from our subsidiaries for a significant portion of our cash flow. Regulatory restrictions and the terms of indebtedness limit the ability of some of our subsidiaries to pay dividends.

      At September 30, 2004, we held approximately 22.1% of the outstanding common stock of BankAtlantic Bancorp and 16.6% of the outstanding common stock of Levitt, representing in the aggregate approximately 84.0% of our total assets. Dividends by each of BankAtlantic Bancorp and Levitt are subject to a number of conditions, including the cash flow and profitability of each company, declaration by each company’s Board of Directors, compliance with the terms of each company’s outstanding indebtedness, and in the case of BankAtlantic Bancorp, regulatory restrictions applicable to BankAtlantic.

      BankAtlantic Bancorp and Levitt are separate publicly traded companies whose Boards of Directors are comprised of individuals, a majority of whom are independent as required by the listing standards of the New York Stock Exchange. Decisions made by these Boards are not within our control and may not be made in our best interests.

      BankAtlantic Bancorp is the holding company for BankAtlantic and owns 100% of BankAtlantic’s outstanding capital stock. We depend upon dividends from BankAtlantic Bancorp for a significant portion of our cash flow. In turn, BankAtlantic Bancorp depends upon dividends from BankAtlantic for a significant portion of its cash flow. BankAtlantic’s ability to pay dividends or make other capital distributions to BankAtlantic Bancorp is subject to the regulatory authority of the Office of Thrift Supervision, or the OTS, and the Federal Deposit Insurance Corporation, or the FDIC. BankAtlantic may make a capital distribution without prior OTS approval in an amount equal to BankAtlantic’s net income for the current calendar year to date, plus retained net income for the previous two years, provided that BankAtlantic does not become under-capitalized as a result of the distribution. BankAtlantic’s ability to make such distributions depends on maintaining eligibility for “expedited treatment” under applicable OTS regulations. Expedited treatment is available as long as BankAtlantic, among other things, maintains specified minimum levels of regulatory ratings and capital. BankAtlantic currently qualifies for expedited treatment, but there can be no assurance that it will maintain its current status. Although no prior OTS approval may be necessary, BankAtlantic is required to give the OTS thirty days notice before making any capital distribution to BankAtlantic Bancorp. The OTS may object to any capital distribution if it believes the distribution will be unsafe and unsound. While additional capital distributions above the limit for an expedited status institution are possible, such distributions would require the prior approval of the OTS. The OTS is not likely to approve any distribution that would cause BankAtlantic to fail its capital requirements on a pro forma basis after giving effect to the proposed distribution. Further, the FDIC has authority to take enforcement action if it believes that a dividend or capital distribution by BankAtlantic constitutes an unsafe or unsound action or practice, even if the OTS has cleared the distribution.

      We also depend on dividends from Levitt. Levitt commenced paying a quarterly dividend in August 2004. Levitt’s subsidiaries have outstanding indebtedness, and may in the future incur additional indebtedness, the terms of which limit the payment of dividends by the subsidiaries to Levitt.

We have in the past incurred operating cash flow deficits that may continue in the future.

      We have in the past incurred operating cash flow deficits at the BFC parent company level. We have financed this operating cash flow deficit with the proceeds of equity or debt financings. Since our acquisition strategy involves long-term investments in growth oriented businesses, the investments made with proceeds of this offering are not likely to generate cash flow to BFC in the near term. As a result, if cash flow from our

subsidiaries is not sufficient to fund parent company operating expenses in the future, we may be forced to reduce operating expenses, to liquidate some of our investments or to use the proceeds of equity or debt financing, including the proceeds of this offering. There is no assurance that any such financing would be available on commercially reasonable terms, if at all, or that we would not be forced to liquidate our investments at depressed prices.

Adverse events in Florida, where our investments are concentrated, could adversely impact our results and future growth.

      BankAtlantic’s business, the location of its branches and the real estate collateralizing its commercial real estate loans are concentrated in Florida. Further, Levitt develops and sells its properties primarily in Florida. As a result, we are exposed to geographic risks and any economic downturn in Florida or adverse changes in laws and regulations in Florida would have a negative impact on our revenues and business. Further, the State of Florida is subject to the risks of natural disasters such as tropical storms and hurricanes. The occurrence of an economic downturn in Florida, adverse changes in laws or regulations in Florida or natural disasters could impact the credit quality of BankAtlantic’s assets, the desirability of Levitt’s properties, the business of Levitt’s and BankAtlantic’s customers and Levitt’s and BankAtlantic’s ability to expand their businesses.

Our future acquisitions may reduce our earnings, require us to obtain additional financing and expose us to additional risks.

      Our business strategy includes investing in and acquiring companies, and some of these investments and acquisitions may be material. While we seek investments and acquisitions in companies with seasoned, quality management teams that provide opportunities for growth, we may not be successful in identifying these opportunities. Further, investments or acquisitions that we do complete may not prove to be successful. Acquisitions may expose us to additional risks and may have a material adverse effect on our results of operations. Any acquisitions we make may:

      In addition, we will likely face competition in making investments or acquisitions which could increase the costs associated with the investment or acquisition. Our investments or acquisitions could initially reduce our per share earnings and add significant amortization expense or intangible assets charges. Since our acquisition strategy involves holding investments for the foreseeable future and because we do not expect to generate significant excess cash flow from operations, we may rely on additional debt or equity financing to implement our acquisition strategy. The issuance of debt will result in additional leverage which could limit our operating flexibility, and the issuance of equity could result in additional dilution to our then current shareholders. In addition, such financing could consist of equity securities which have rights, preferences or privileges senior to our Class A Common Stock. If we do require additional financing in the future, we cannot assure you that it will be available on favorable terms, if at all. If we fail to obtain the required financing, we would be required to curtail or delay our acquisition plans or to liquidate certain of our assets. Additionally, we do not intend to seek shareholder approval of any investments or acquisitions unless required by law or regulation.

Our activities and our subsidiaries’ activities are subject to a wide range of bank regulatory requirements that could have a material adverse effect on our business.

      The Company and BankAtlantic Bancorp are each grandfathered unitary savings and loan holding companies and have broad authority to engage in various types of business activities. The OTS can stop either of us from engaging in activities or limit those activities if it determines that there is reasonable cause to

believe that the continuation of any particular activity constitutes a serious risk to the financial safety, soundness, or stability of BankAtlantic. The OTS may also:

      Unlike bank holding companies, as a unitary savings and loan holding company, we and BankAtlantic Bancorp are not subject to capital requirements. However, the OTS has indicated that it may in the future impose capital requirements on savings and loan holding companies. The OTS may in the future adopt regulations that would affect our operations or those of BankAtlantic Bancorp, either of our ability to pay dividends or to engage in certain transactions or activities.

      Further, the Bank’s activities are highly regulated. Failure to comply with applicable regulations could result in regulatory action and the imposition of penalties on the Bank, which could include monetary fines and limitations on its growth and activities.

We and our subsidiaries have many competitors who may have greater financial resources or operate under fewer regulatory constraints.

      BFC will face competition in identifying and completing investments, including from business development companies and private equity funds. Many of these competitors will have substantially greater financial resources than us. This competition may make acquisitions more costly and may make it more difficult for us to identify attractive investments and successfully complete any desired transaction.

      BankAtlantic Bancorp’s and BankAtlantic’s competitors include other savings institutions, investment firms, commercial banks, finance companies, mortgage banking companies, money market funds, financial consultants and credit unions. Many of these competitors have substantially greater financial resources than we have and, in some cases, operate under fewer regulatory constraints. BankAtlantic Bancorp and BankAtlantic compete not only with financial institutions headquartered in Florida but also with a growing number of financial institutions headquartered outside of Florida who are active in the state.

      Levitt is also subject to competition from other homebuilders, real estate developers and land speculators. The real estate development industry is highly competitive and fragmented. Overbuilding in certain local markets, among other competitive factors, may materially adversely affect real estate values in that market. Developers compete for financing, raw materials and skilled labor, as well as for the sale of homes. Levitt competes with other local, regional and national real estate companies, some of which have greater financial, marketing, sales and other resources than it does. In addition, there are relatively low barriers to entry into Levitt’s business. There are no required technologies that would preclude or inhibit competitors from entering Levitt’s markets. Levitt’s competitors may independently develop land and construct products that are superior or substantially similar to Levitt’s products. Levitt currently builds primarily in Florida, which contains some of the top markets in the nation, and therefore we expect Levitt to continue to face additional competition from new entrants into its markets.

Our success depends on key management, the loss of which could disrupt our business operations.

      Our future success depends largely upon the continued efforts and abilities of key management employees, including Alan B. Levan, our Chairman and Chief Executive Officer, John E. Abdo, our Vice Chairman, Glen R. Gilbert, our Executive Vice President and Chief Financial Officer, and Phil Bakes, our Managing Director and Executive Vice President. The loss of the services of one or more of our key employees or our failure to attract, retain and motivate qualified personnel could have a material adverse effect on our business, financial condition and results of operations.

Certain members of our Board of Directors and certain of our executive officers are also directors and executive officers of our affiliates.

      Alan B. Levan, our Chairman and Chief Executive Officer, and John E. Abdo, our Vice Chairman, are also members of the Board of Directors and/or executive officers of BankAtlantic Bancorp, BankAtlantic, Levitt Corporation and Bluegreen Corporation. In addition, Glen R. Gilbert, our Chief Financial Officer, is also the Senior Executive Vice President of Levitt Corporation. None of these shared management personnel are obligated to allocate a specific amount of time to the management of the Company, and they may devote more time and attention to the operations of our affiliates than they devote to our operations.

Our control position may adversely affect the market price of BankAtlantic Bancorp’s and Levitt’s Class A Common Stock.

      As of September 30, 2004, we owned all of BankAtlantic Bancorp’s issued and outstanding Class B Common Stock and 8,296,978 shares, or approximately 15.1%, of BankAtlantic Bancorp’s issued and outstanding Class A Common Stock. As of September 30, 2004, we owned all of Levitt’s issued and outstanding Class B Common Stock and 2,074,240 shares, or approximately 11.2%, of Levitt’s issued and outstanding Class A Common Stock. Our share holdings in BankAtlantic Bancorp represent approximately 55.0% of its total voting power, and our share holdings in Levitt represent approximately 52.9% of its total voting power. Since the Class A Common Stock and Class B Common Stock of each of BankAtlantic Bancorp and Levitt vote as a single group on most matters, we are in a position to control BankAtlantic Bancorp and Levitt and elect BankAtlantic Bancorp’s and Levitt’s Board of Directors. As a consequence, we have the voting power to significantly influence the outcome of any shareholder vote of BankAtlantic Bancorp and Levitt, except in those limited circumstances where Florida law mandates that the holders of our Class A Common Stock vote as a separate class. Our control position may have an adverse effect on the market prices of BankAtlantic Bancorp’s and Levitt’s Class A Common Stock. Additionally, Alan B. Levan, our Chief Executive Officer and Chairman of the Board of Directors, and John E. Abdo, our Vice Chairman of the Board of Directors, may be deemed under SEC Rules to have an aggregate beneficial ownership of shares of our outstanding common stock representing in the aggregate 75.8% of the total voting power of all of our common stock at December 31, 2004. See also “— Risks Associated with Our Class A Common Stock- Alan B. Levan and John E. Abdo’s control position may adversely affect the market price of our common stock.”

Recent changes in accounting standards could limit the desirability of granting stock options, which could harm our ability to attract and retain employees, and could also negatively impact our results of operations.

      The Financial Accounting Standards Board is requiring all companies to treat the fair value of stock options granted to employees as an expense effective for the first interim reporting period that begins after June 15, 2005. When this change becomes effective, we and other companies will be required to record a compensation expense equal to the fair value of each stock option granted. Currently, we are generally not required to record compensation expense in connection with stock option grants. When we are required to expense the fair value of stock option grants, it may reduce the attractiveness of granting stock options because of the additional expense associated with these grants, which would negatively impact our results of operations. For example, had BFC, BankAtlantic Bancorp and Levitt been required to expense stock option grants by applying the measurement provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation,” our recorded net income for the year ended December 31, 2003 and the nine months ended September 30, 2004 of approximately $7.0 million and $11.0 million, respectively, would have been reduced to approximately $6.4 million and $10.7 million, respectively. Stock options are an important employee recruitment and retention tool, and BFC, BankAtlantic Bancorp and Levitt may not be able to attract and retain key personnel if the scope of our employee stock option programs is reduced. Accordingly, when BFC, BankAtlantic Bancorp and Levitt are required to expense stock option grants, our future results of operations will be negatively impacted.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

      We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. This Act requires annual management assessments of the effectiveness of our internal control over financial reporting and a report by our independent auditors addressing these assessments. Assurance cannot be provided that the work necessary for management to issue its management report, or for the auditors to issue their attestation due to management delays, will be completed in a timely manner, or that management or the auditors will be able to report that internal control over financial reporting is effective. Assurance also cannot be provided that testing will reveal all material weaknesses or significant deficiencies in internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. In addition, since BankAtlantic Bancorp and Levitt are entities consolidated in our financial statements, our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act will be dependent, in part, on the ability of each of BankAtlantic Bancorp and Levitt to satisfy those requirements. Further, we may acquire privately-held businesses that are not then subject to the same stringent requirements for internal controls as public companies. While we intend to address any material weaknesses at acquired consolidated companies, there is no assurance that this will be accomplished. If we fail to strengthen the effectiveness of acquired companies’ internal controls, we may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Failure to achieve and maintain an effective internal control environment could have a material adverse effect on our stock price.

Risks Associated With the Banking Industry and Our Investment in BankAtlantic Bancorp

BankAtlantic has identified deficiencies in its compliance with the USA Patriot Act, anti-money laundering laws and the Bank Secrecy Act and has and will incur increased costs as a result of its correction of such deficiencies. Any penalties imposed by BankAtlantic’s regulators or other federal agencies as a result of such deficiencies may have an adverse effect on our earnings.

      BankAtlantic is taking steps to correct identified deficiencies in its compliance with the USA Patriot Act, anti-money laundering laws and the Bank Secrecy Act, and is fully cooperating with its regulators and other federal agencies concerning those deficiencies. BankAtlantic has incurred substantial costs to improve its compliance systems and procedures, including costs associated with engaging attorneys and compliance consultants, acquiring new software and hiring additional compliance staff. Compliance costs in 2004 were approximately $5.0 million, with $2.0 million and $3.0 million incurred in the third and fourth quarters, respectively. These compliance-related costs were primarily one-time and are not expected to recur at these levels in 2005. However, on-going costs will be higher than BankAtlantic’s previous general compliance costs by an estimated $2.5 million annually. We cannot predict whether or to what extent monetary or other penalties will be imposed upon BankAtlantic by its regulators or other federal agencies relating to these compliance deficiencies, or whether these compliance issues will impact BankAtlantic’s ability to obtain regulatory approvals necessary to proceed with certain aspects of its business plan, including its branch expansion or other acquisition plans.

Changes in interest rates could adversely affect our net interest income and profitability.

      The majority of BankAtlantic’s assets and liabilities are monetary in nature. As a result, the earnings and growth of BankAtlantic are significantly affected by interest rates, which are subject to the influence of economic conditions generally, both domestic and foreign, and also to the monetary and fiscal policies of the United States and its agencies, particularly the Federal Reserve Board. The nature and timing of any changes in such policies or general economic conditions and their effect on BankAtlantic cannot be controlled and are extremely difficult to predict. Changes in interest rates can impact BankAtlantic’s net interest income as well as the valuation of its assets and liabilities.

      Banking is an industry that depends to a large extent on its net interest income. Net interest income is the difference between:

      Changes in interest rates can have differing effects on BankAtlantic’s net interest income and the cost of purchasing residential mortgage loans in the secondary market. In particular, changes in market interest rates, changes in the relationships between short-term and long-term market interest rates, or the yield curve, or changes in the relationships between different interest rate indices can affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest-bearing liabilities. This difference could result in an increase in interest expense relative to interest income and therefore reduce BankAtlantic’s net interest income. While BankAtlantic has attempted to structure its asset and liability management strategies to mitigate the impact on net interest income of changes in market interest rates, we cannot assure you that BankAtlantic will be successful in doing so.

      Loan prepayment decisions are also affected by interest rates. Loan prepayments generally accelerate as interest rates fall. Prepayments in a declining interest rate environment reduce BankAtlantic’s net interest income and adversely affect its earnings because:

      Significant loan prepayments in BankAtlantic’s mortgage portfolio and mortgage servicing rights portfolio in the future could have an adverse effect on BankAtlantic’s earnings. Prepayments of the underlying loans also would have an adverse effect on BankAtlantic’s ability to sell mortgage servicing rights at the value estimated at September 30, 2004. Additionally, increased prepayments associated with purchased residential loans may result in increased amortization of premiums on acquired loans, which would reduce BankAtlantic’s interest income.

      BankAtlantic Bancorp has developed a computer model using standard industry software to quantify its interest rate risk. This model measures the impact of increases or decreases of interest rates of 100 and 200 basis points on the fair value of all assets and liabilities of BankAtlantic Bancorp that would be affected by interest rate changes. As of September 30, 2004, this model showed that an increase or decrease in interest rates of 100 basis points would have a negative impact on its net portfolio values of between approximately $9.0 million and $12.9 million, and that an increase or decrease of 200 basis points in either direction would have a more significant negative impact of between $40.4 million and $65.7 million. While management would attempt to respond to the projected impact on its assets and liabilities of fluctuations in interest rates, there is no assurance that any management efforts to ameliorate negative changes would be successful.

BankAtlantic’s “Florida’s Most Convenient Bank” initiative has created increased operating expenses, which may have an adverse impact on our earnings.

      BankAtlantic’s “Florida’s Most Convenient Bank” initiative and its associated expanded operations have required it to provide additional management resources, hire additional personnel and take steps to enhance and expand its operational and management information systems. Employee compensation and benefits at BankAtlantic increased 22% from $65.1 million during the year ended December 31, 2002 to $79.5 million during the year ended December 31, 2003 and to $68 million during the nine months ended September 30, 2004 compared to $59.3 million for the same period in 2003. In addition, BankAtlantic has recently undertaken a branch remodeling program to remodel 68 branches that will result in increased occupancy expenses.

      As a result of these growth initiatives, BankAtlantic has incurred and will continue to incur increased operating expenses. In the event that the “Florida’s Most Convenient Bank” initiative does not produce the results anticipated, BankAtlantic’s increased operating expenses may have an adverse impact on its earnings.

BankAtlantic’s loan portfolio subjects it to high levels of credit risk.

      BankAtlantic is exposed to the risk that borrowers or counter-parties may default on their obligations to it. Credit risk arises through the extension of loans and leases, certain securities, letters of credit, financial guarantees and through counter-party exposure on trading and wholesale loan transactions. In an attempt to manage this risk, BankAtlantic establishes policies and procedures to manage both on and off-balance sheet (primarily loan commitments) credit risk.

      BankAtlantic attempts to manage credit exposure to individual borrowers and counter-parties on an aggregate basis including loans, securities, letters of credit, derivatives and unfunded commitments. Credit personnel analyze the creditworthiness of individual borrowers or counter-parties, and limits are established for the total credit exposure to any one borrower or counter-party. Credit limits are subject to varying levels of approval by senior line and credit risk management.

      BankAtlantic’s loan portfolio included $1.7 billion of loans secured by residential real estate and $2.4 billion of commercial real estate, construction and development loans at September 30, 2004, and accordingly declines in real estate values could have a material adverse impact on the credit quality of BankAtlantic’s loan portfolio and on its results. Real estate values are affected by various factors, including changes in general or regional economic conditions, governmental rules or policies and natural disasters such as hurricanes. From December 31, 1999 through September 30, 2004, BankAtlantic’s construction and development loans increased from approximately $634.4 million to approximately $1.5 billion, increasing as a percentage of its loan and lease portfolio from approximately 23.7% to 36.7%.

      BankAtlantic’s commercial real estate loan portfolio includes large lending relationships, including 22 relationships with unaffiliated borrowers involving lending commitments in each case in excess of $30 million. These relationships represented an aggregate outstanding balance of $573 million as of September 30, 2004. Defaults by any of these borrowers could have a material adverse effect on BankAtlantic’s results.

An inadequate allowance for loan losses would result in reduced earnings.

      As a lender, BankAtlantic is exposed to the risk that its customers will be unable to repay their loans according to their terms and that any collateral securing the payment of their loans will not be sufficient to assure full repayment. Credit losses are inherent in the lending business and could have a material adverse effect on our operating results. Recent volatility and deterioration in domestic and foreign economies may also increase BankAtlantic’s risk for credit losses. BankAtlantic evaluates the collectibility of its loan portfolio and provides an allowance for loan losses that it believes is adequate based upon such factors as:

      If BankAtlantic’s evaluation is incorrect and borrower defaults cause losses exceeding its allowance for loan losses, our earnings could be significantly and adversely affected. BankAtlantic may experience losses in its loan portfolios or perceive adverse trends that require it to significantly increase its allowance for loan losses

in the future, which would reduce future earnings. In addition, BankAtlantic’s regulators may require it to increase or decrease its allowance for loan losses even if BankAtlantic thinks such change is unjustified.

Risks Associated with the Brokerage Industry

We engage in the securities business through BankAtlantic Bancorp’s investment banking and brokerage subsidiary, Ryan Beck, which subjects us to the specific risks of Ryan Beck’s business.

      The securities business is by its nature subject to risks, particularly in volatile or illiquid markets, including the risk of losses resulting from the underwriting and ownership of securities, customer fraud, employee errors and misconduct, failures in connection with the processing of securities transactions and litigation. Ryan Beck’s business and its profitability are affected by many factors including:

      Markets characterized by low trading volumes and depressed prices generally result in reduced commissions and investment banking revenues as well as losses from declines in the market value of securities positions. Moreover, Ryan Beck is likely to be adversely affected by negative developments in New Jersey, New York, the mid-Atlantic region and the financial services industry in general.

      Further, Ryan Beck’s performance is largely dependent on the talents and efforts of its key employees. Competition in the securities industry for qualified employees is intense. If Ryan Beck is unable to encourage the continued service of its key employees or to hire additional personnel, its results will be adversely affected.

Volatility in either the stock or fixed-income markets could have an adverse impact on Ryan Beck’s operations.

      The majority of Ryan Beck’s assets and liabilities are securities owned or securities sold, but not yet purchased. Securities owned and securities sold, but not yet purchased, are associated with trading activities conducted both as principal and as agent on behalf of individual and institutional investor clients of Ryan Beck and are accounted for at fair value in Ryan Beck’s financial statements. The fair value of these trading positions is generally based on listed market prices. If listed market prices are not available or if liquidating the positions would reasonably be expected to impact market prices, fair value is determined based on other relevant factors, including dealer price quotations, price quotations for similar instruments traded in different markets or management’s estimates of amounts to be realized on settlement. As a consequence, volatility in either the stock or fixed-income markets could result in an adverse change in Ryan Beck’s financial statements. Trading transactions as principal involve making markets in securities, which are held in inventory to facilitate sales to and purchases from customers. As a result of this activity, Ryan Beck may be required to hold securities during declining markets.

Risks Associated with the Real Estate Industry and Our Investment in Levitt

Levitt engages in real estate activities which are speculative and involve a high degree of risk.

      The real estate industry is highly cyclical by nature and future market conditions are uncertain. Factors which adversely affect the real estate and homebuilding industries, many of which are beyond our control, include:

If Levitt experiences shortages of labor or supplies or other circumstances beyond its control, there could be delays or increased costs in developing its projects, which would adversely affect its operating results.

      Levitt’s ability to develop its projects may be affected by circumstances beyond its control, including:

      Any of these circumstances could give rise to delays in the start or completion of, or increase the cost of, developing one or more of Levitt’s projects. Recently, supply and delivery issues have resulted in higher prices of some building materials. The costs of lumber, steel, concrete, asphalt and other building materials all rose significantly in 2004. Levitt competes with other real estate developers — regionally and nationally — for raw materials, and the competition has recently become global. Chinese demand for cement combined with supply bottlenecks and rising prices in global shipping have contributed to regional shortages in cement. Historically, Levitt has managed its costs, in part, by entering into short-term, fixed-price materials contracts with its subcontractors and its material suppliers. Levitt may be unable to achieve cost containment in the future by using fixed-price contracts. Without corresponding increases in the sales prices of its real estate inventories (both land and finished homes), increasing materials costs associated with land development and home building could negatively affect its margins. Levitt may not be able to recover these increased costs by raising its home prices because, typically, the price for each home is set months prior to delivery in a home sale contract with the customer. If Levitt is unable to increase its home prices to offset these increased costs, its operating results could be adversely affected.

Levitt has experienced significant growth in its homebuilding operations during the past two years which may not be maintained.

      Levitt and Sons experienced dramatic growth over the last two years with many of its communities selling out faster than originally anticipated. Since new communities will become available for sales over the next 6-15 months, Levitt and Sons has experienced a short-term decline in saleable inventory. If Levitt and Sons is

not able to open new communities in a timely fashion, its saleable inventory will remain below historical levels and its results of operations will be adversely impacted.

Natural disasters in Florida could have an adverse effect on Levitt’s real estate operations.

      Levitt currently develops and sells a significant portion of its properties in Florida. The Florida markets in which Levitt operates are subject to the risks of natural disasters such as hurricanes and tropical storms. These natural disasters could have a material adverse effect on Levitt’s business by causing the incurrence of uninsured losses, the incurrence of delays in construction, and shortages and increased costs of labor and building materials.

      In the months of August and September 2004, five named storms made landfall in the State of Florida — Tropical Storm Bonnie and Hurricanes Charley, Frances, Ivan and Jeanne. Hurricane Charley passed through the southwestern and central areas of Florida, including areas where Levitt has significant homebuilding operations (Ft. Myers, Sarasota and Orlando). Hurricanes Frances and Jeanne both made landfall on the east coast of the State near Levitt’s St. Lucie County homebuilding and land development operations before passing to the northwest over Orlando. These three hurricanes caused property damage in several of the communities Levitt is currently developing, however Levitt’s losses were primarily related to landscaping, fences, lake beds and building materials. Some homeowners who purchased homes from Levitt have made claims based on water intrusion associated with the hurricanes, and Levitt has attempted to address those issues. Levitt’s consolidated statements of operations for the three and nine months ended September 30, 2004 included charges, recorded as other expenses, related to hurricane damage of approximately $2.9 million, net of projected insurance recoveries. See “Product liability litigation and claims that arise in the ordinary course of Levitt’s business may be costly or negatively impact sales, which could adversely affect Levitt’s business.”

      In addition to property damage, hurricanes may cause disruptions to Levitt’s business operations. New home buyers cannot obtain insurance until after named storms have passed, creating delays in new home deliveries. Approaching storms require that sales, development and construction operations be suspended in favor of storm preparation activities such as securing construction materials and equipment. After a storm has passed, construction-related resources such as sub-contracted labor and building materials are likely to be redeployed to hurricane recovery efforts around the State. Governmental permitting and inspection activities may similarly be focused primarily on returning displaced residents to homes damaged by the storms, rather than on new construction activity. Depending on the severity of the damage caused by the storms, disruptions such as these could last for several months. Levitt experienced a number of these disruptions following the unprecedented series of hurricanes which struck Florida in 2004. Although the disruptions are not expected to have a material impact on the profitability of Levitt’s operations over the long term, Levitt does expect the delays in new home deliveries and governmental permitting and inspection activities resulting from the hurricanes to continue through the first quarter of 2005.

Because Levitt’s business depends on the acquisition of new land, the unavailability of land could reduce Levitt’s revenues or negatively impact its results of operations.

      Levitt’s operations and revenues are highly dependent on its ability to acquire land for development at reasonable prices. Levitt may compete for available land with other homebuilders or developers that possess significantly greater financial, marketing and other resources. This competition may ultimately reduce the amount of land available as well as increase the bargaining position of property owners seeking to sell. Changes in the general availability of land, competition for available land, availability of financing to acquire land, zoning regulations that limit density and other market conditions may hurt Levitt’s ability to obtain land for new communities. If land appropriate for development becomes less available, the cost of land could increase, and Levitt’s business, financial condition and results of operations would be adversely affected.

Because real estate investments are illiquid, a decline in the real estate market or in the economy in general could adversely impact Levitt’s business.

      Real estate investments are generally illiquid. Companies that invest in real estate have a limited ability to vary their portfolio of real estate investments in response to changes in economic and other conditions. In addition, the market value of any or all of Levitt’s properties or investments may decrease in the future. Moreover, Levitt may not be able to dispose of an investment in a timely manner when it finds dispositions advantageous or necessary, and any such dispositions may not result in proceeds in excess of the amount of Levitt’s investment in such properties or even in excess of the amount of any indebtedness incurred to acquire such property. Declines in real estate values or in the economy generally could have a material adverse impact on Levitt’s results of operations.

Levitt’s ability to successfully develop communities could affect its financial condition.

      It may take several years for a community development to achieve positive cash flow. Before a community development generates any revenues, material expenditures are required to acquire land, to obtain development approvals and to construct significant portions of project infrastructure, amenities, model homes and sales facilities. If Levitt is unable to develop and market its communities successfully and to generate positive cash flows from these operations in a timely manner, it would have a material adverse effect on Levitt’s ability to meet its working capital requirements.

Levitt’s ability to sell lots and homes, and, accordingly, its operating results, will be affected by the availability of financing to potential purchasers.

      Most purchasers of real estate finance their acquisitions through third-party mortgage financing. Real estate demand is generally adversely affected by:

      Increases in interest rates or decreases in the availability of mortgage financing could depress the market for new homes because of the increased monthly mortgage costs or the unavailability of financing to potential homebuyers. Even if potential customers do not need financing, increases in interest rates and decreased mortgage availability could make it harder for them to sell their homes. If demand for housing declines, land may remain in Levitt’s inventory longer and its corresponding borrowing costs would increase. This could adversely affect Levitt’s operating results and financial condition.

Product liability litigation and claims that arise in the ordinary course of Levitt’s business may be costly or negatively impact sales, which could adversely affect Levitt’s business.

      Levitt’s homebuilding and commercial development business is subject to construction defect and product liability claims arising in the ordinary course of business. These claims are common in the homebuilding and commercial real estate industries and can be costly. Among the claims for which developers and builders have financial exposure are mold-related property damage and bodily injury claims. Damages awarded under these suits may include the costs of remediation, loss of property and health-related bodily injury. In response to increased litigation, insurance underwriters have attempted to limit their risk by excluding coverage for certain claims associated with pollution and product and workmanship defects. As a developer and a homebuilder, Levitt may be at risk of loss for mold-related property and bodily injury claims in amounts that exceed available limits on its comprehensive general liability policies. In addition, the costs of insuring against construction defect and product liability claims, if applicable, are high and the amount of coverage offered by insurance companies is limited. There can be no assurance that this coverage will not be

further restricted and become more costly. If Levitt is not able to obtain adequate insurance against these claims, it would be forced to bear all of the financial risk associated with such claims and may experience losses that could negatively impact its operating results.

      Further, as a community developer, Levitt may be expected by community residents from time to time to resolve any real or perceived issues or disputes that may arise in connection with the operation or development of its communities. Any efforts made by Levitt in resolving these issues or disputes may not satisfy the affected residents and any subsequent action by these residents could negatively impact its sales and results of operations. In addition, Levitt could be required to make material expenditures related to the settlement of such issues or disputes or to modify its community development plans.

Levitt is subject to governmental regulations that may limit its operations, increase its expenses or subject it to liability.

      Levitt is subject to laws, ordinances and regulations of various federal, state and local governmental entities and agencies concerning, among other things:

      In developing a project and building homes or apartments, Levitt may be required to obtain the approval of numerous governmental authorities regulating matters such as:

      These laws or regulations could, among other things:

      Levitt may also at times not be in compliance with all regulatory requirements. If Levitt is not in compliance with regulatory requirements, it may be subject to penalties or it may be forced to incur significant expenses to cure any noncompliance. In addition, some of Levitt’s land and some of the land that it may acquire has not yet received planning approvals or entitlements necessary for planned development or future development. Failure to obtain entitlements necessary for further development of this land on a timely basis or to the extent desired may adversely affect Levitt’s future results and prospects.

      Several governmental authorities have also imposed impact fees as a means of defraying the cost of providing certain governmental services to developing areas, and many of these fees have increased significantly during recent years.

Building moratoriums and changes in governmental regulations may subject Levitt to delays or increased costs of construction or prohibit development of its properties.

      Levitt may be subject to delays or may be precluded from developing in certain communities because of building moratoriums or changes in statutes or rules that could be imposed in the future. The State of Florida and various counties have in the past and may in the future continue to declare moratoriums on the issuance of building permits and impose restrictions in areas where the infrastructure, such as roads, schools, parks, water and sewage treatment facilities and other public facilities, does not reach minimum standards. Additionally, certain counties including Miami-Dade, Broward, Palm Beach and Martin Counties have enacted more stringent building codes, which have resulted in increased costs of construction. As a consequence, Levitt may incur significant expenses in connection with complying with new regulatory requirements that it may not be able to pass on to buyers.

Levitt is subject to certain environmental laws and the cost of compliance could adversely affect its business.

      As a current or previous owner or operator of real property, Levitt may be liable under federal, state, and local environmental laws, ordinances and regulations for the costs of removal or remediation of hazardous or toxic substances on, under or in the property. These laws often impose liability whether or not Levitt knew of, or was responsible for, the presence of such hazardous or toxic substances. The cost of investigating, remediating or removing such hazardous or toxic substances may be substantial. The presence of any such substance, or the failure promptly to remediate any such substance, may adversely affect Levitt’s ability to sell or lease the property, to use the property for its intended purpose, or to borrow using the property as collateral.

Increased insurance risk could negatively affect Levitt’s business.

      Insurance and surety companies have reassessed many aspects of their business and, as a result, may take actions that could negatively affect Levitt’s business. These actions could include increasing insurance premiums, requiring higher self-insured retentions and deductibles, requiring additional collateral on surety bonds, reducing limits, restricting coverages, imposing exclusions, and refusing to underwrite certain risks and classes of business. Any of these actions may adversely affect Levitt’s ability to obtain appropriate insurance coverage at reasonable costs, which could have a material adverse effect on its business.

Risks Associated with Our Class A Common Stock and the Offering

Our management has broad discretion over the use of the proceeds from this offering.

      We have not identified any specific investments to be made with the proceeds of this offering and otherwise have not specifically allocated the use of those proceeds as of the date of this prospectus. Additionally, we may not identify and complete investments for a significant period of time after completion of this offering. Our management will have broad discretion in determining how the proceeds of the offering will be used. A portion of the proceeds may be used for working capital or to pay operating expenses rather than for investments.

We have never paid cash dividends on our common stock and there is no assurance that we will pay cash dividends in the future.

      We have never paid regular cash dividends on our common stock, and we do not anticipate that we will pay cash dividends on our common stock in the foreseeable future. Further, our ability to pay cash dividends is dependent on the ability of our subsidiaries to pay sufficient dividends to us. Our subsidiaries are subject to limitations that restrict their ability to pay dividends. See “Risks Associated With Us — We depend on dividends from our subsidiaries for a significant portion of our cash flow. Regulatory restrictions and indebtedness limit the ability of some of our subsidiaries to pay dividends.”

Alan B. Levan and John E. Abdo’s control position may adversely affect the market price of our Common Stock.

      Alan B. Levan, our Chairman of the Board of Directors and Chief Executive Officer, and John E. Abdo, our Vice Chairman of the Board of Directors, may be deemed to have beneficially owned at December 31, 2004 approximately 61.8% of our Class A Common Stock and 79.7% of our Class B Common Stock. These shares represented approximately 75.8% of our total voting power at December 31, 2004 and will represent approximately 73.5% of our total voting power after the completion of this offering. Since our Class A Common Stock and Class B Common Stock vote as a single class on most matters, Alan B. Levan and John E. Abdo effectively have the voting power to control the outcome of any shareholder vote and elect the members of our Board of Directors. Alan B. Levan and John E. Abdo’s control position may have an adverse effect on the market price of our common stock.

We may issue additional securities in the future.

      There is generally no restriction on our ability to issue debt or equity securities which are pari passu or have a preference over our Class A Common Stock. Likewise, there is also no restriction on the ability of BankAtlantic Bancorp or Levitt to issue additional capital stock or incur additional indebtedness. Authorized but unissued shares of our capital stock are available for issuance from time to time in the discretion of our Board of Directors, including issuances in connection with acquisitions. Any such issuances may be dilutive to our earnings per share or to our shareholders’ ownership position.

      We do not anticipate that we will seek shareholder approval in connection with any future issuances of our stock unless we are required by law or the rules of any stock exchange on which our securities are listed. There are no limitations on our ability to incur additional debt or issue additional notes or debentures.

The terms of our articles of incorporation, which establish fixed relative voting percentages between our Class A Common Stock and Class B Common Stock, may not be well accepted by the market.

      Our Class A Common Stock and Class B Common Stock generally vote together as a single class. The Class A Common Stock possesses in the aggregate 22% of the total voting power of all our common stock and the Class B Common Stock possess in the aggregate the remaining 78% of the total voting power. These relative voting percentages will remain fixed until such time when the number of shares of Class B Common Stock outstanding decreases to 1,800,000 shares, in which case the Class A Common Stock aggregate voting power will increase to 40% and the Class B Common Stock will have the remaining 60%. When the number of shares of Class B Common Stock outstanding decreases to 1,400,000 shares, the Class A Common Stock aggregate voting power will increase to a fixed 53% and the Class B Common Stock will have the remaining 47%. These relative voting percentages will remain fixed until such time as the number of shares of Class B Common Stock outstanding decreases to 500,000 shares, at which time the fixed voting percentages will be eliminated. These changes in the relative voting power represented by each class of our common stock are based only on the number of shares of Class B Common Stock outstanding, thus issuances of Class A Common Stock will have no effect on these provisions. Therefore, as additional shares of Class A Common Stock are issued, it is likely that the disparity between the equity interest represented by the Class B Common Stock and its voting power would widen. While the amendment creating this capital structure was approved by our shareholders, the fixed voting percentage provisions are somewhat unique. If the market does not sufficiently accept this structure, the trading price and market for our Class A Common Stock would be adversely affected.

Our Class A Common Stock is not actively traded and the stock price may be volatile.

      Our Class A Common Stock has traded on the Nasdaq National Market since May 5, 2003. However, the average daily trading volume of our Class A Common Stock for the last twelve months has been approximately 14,000 shares. Accordingly, there is currently a limited trading market for our Class A Common Stock, and there can be no assurance that an active trading market will develop or be sustained.

If you purchase our Class A Common Stock in this offering, you will experience immediate and substantial dilution in the book value of your shares.

      Investors purchasing Class A Common Stock in this offering will pay a price per share that substantially exceeds the book value of our assets after subtracting our liabilities. Based upon an assumed purchase price per share of $13.20, the closing price of our Class A Common Stock on the Nasdaq National Market on February 15, 2005, pro forma book value per share after the offering would be $6.47 as of September 30, 2004. This represents an immediate dilution of $6.73 per share to new investors purchasing shares of Class A Common Stock in this offering. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the purchase price paid in this offering in the event of a liquidation.

FORWARD LOOKING STATEMENTS

      Some of the statements contained or incorporated by reference in this prospectus include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” “will,” “should,” “seeks” or other similar expressions. Forward-looking statements are based largely on our expectations and involve inherent risks and uncertainties including certain risks described in this prospectus or other documents incorporated by reference. When considering those forward-looking statements, you should keep in mind the risks, uncertainties and other cautionary statements made in this prospectus. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made. This prospectus also contains information regarding the past performance of our investments and you should note that prior performance of investments and acquisitions is not a guarantee or indication of future performance. Some factors which may affect the accuracy of the forward-looking statements apply generally to the financial services, investment banking, real estate development or homebuilding industries, while other factors apply directly to us. Any number of important factors could cause actual results to differ materially from those in the forward-looking statements, and many of these factors are beyond our control. These include, but are not limited to: the impact of economic, competitive and other factors affecting the Company and its operations, markets, products and services and the operations, products and services of its controlled entities and entities in which it has non-control investments, that our internal controls or the internal controls of our subsidiaries over financial reporting are found not to be effective as required under Section 404 of the Sarbanes-Oxley Act of 2002, that BFC will not have sufficient available cash to make investments, that BFC shareholders’ interests will be diluted in transactions utilizing BFC stock for consideration, that appropriate investment opportunities on reasonable terms and at reasonable prices will not be available, the performance of those entities in which investments are made may not be as anticipated, and that BFC will be subject to the unique business and industry risks and characteristics of each entity in which an investment is made; with respect to BankAtlantic Bancorp and BankAtlantic: the risks and uncertainties associated with its operations, products and services, changes in economic or regulatory policies, the success of any new lines of business in which it may engage, credit risks and loan losses, and the related sufficiency of the allowance for loan losses, changes in interest rates and the effects of, and changes in, trade, monetary and fiscal policies and laws, increases in costs associated with regulatory compliance, adverse conditions in the stock market, the public debt market and other capital markets and the impact of such conditions on our activities and the value of our assets, BankAtlantic’s seven-day banking initiative, extended midnight branch banking hours initiative, branch expansion and other growth initiatives not producing results consistent with historic growth rates or results which justify their costs, the impact of regulatory or accounting issues, including the impact of and compliance with the USA Patriot Act, Bank Secrecy Act and anti-money laundering laws, periodic testing of goodwill and other intangible assets for impairment, and BankAtlantic’s achieving the benefits of its prepayment of certain Federal Home Loan Bank advances; with respect to Ryan Beck: risks and uncertainties associated with its operations, products and services, changes in economic or regulatory policies, the volatility of the stock market and fixed income markets, announced or anticipated transactions, including mergers and acquisitions, or capital financing transactions not being completed or producing results which justify their costs, the success or profitability of Ryan Beck’s newly launched products, and the effectiveness of Ryan Beck’s advertising and brand awareness campaigns; with respect to Levitt: the

risks and uncertainties relating to the market for real estate generally and in the areas where Levitt has developments, the impact of economic, competitive and other factors affecting Levitt and its operations, including the impact of hurricanes and tropical storms in the areas in which Levitt operates, and that the recent hurricanes may have a greater impact on operations than currently anticipated or that damage to Levitt homes and property may be greater than currently anticipated, the market for real estate generally and in the areas where Levitt has developments, including the impact of market conditions on Levitt’s margins, the availability and price of land suitable for development, shortages and increased costs of construction materials and labor, the effects of increases in interest rates, environmental factors, the impact of governmental regulations and requirements (including delays in obtaining necessary permits and approvals as a result of the reallocation of government resources based on hurricane related issues in the areas in which Levitt operates), Levitt’s ability to successfully integrate the operations of its acquisitions, Levitt’s ability to timely deliver homes from backlog and successfully manage growth, and Levitt’s success at managing the risks involved in the foregoing. For a discussion of material risks known to us that could cause actual results to differ, please see the discussion in the section of this prospectus above entitled “Risk Factors” on page 13 and the risk factors and other information contained in our publicly available SEC filings.

USE OF PROCEEDS

      We estimate that the net proceeds from the sale of the 3,600,000 shares of Class A Common Stock we are offering will be approximately $43,543,600 after deducting estimated offering expenses and underwriting discounts. For purposes of this calculation we have assumed a public offering price of $13.20 per share, which was the closing price of our Class A Common Stock on the Nasdaq National Market on February 15, 2005.

      We currently intend to use the net proceeds to support our growth, primarily through new investments and acquisitions, and for working capital and other general corporate purposes. We may also use a portion of the net proceeds to pay down a line of credit with an independent financial institution, which is due May 2, 2005 and bears interest at LIBOR plus 280 basis points. At September 30, 2004, approximately $7.2 million was outstanding under the line of credit. Funds drawn on the line of credit were primarily utilized to fund the first tranche of our investment in Benihana, to pay the dividend on our 5% Preferred Stock, to reduce mortgage payables and other borrowings and to fund operating and general and administrative expenses. From time to time in the ordinary course of our business, we evaluate potential business investment or acquisition opportunities, some of which may be material. At the present time, we have not reached any agreements in principle relating to any material business investment or acquisition.

      The precise amounts and timing of the application of such proceeds depends upon many factors, including, but not limited to, the amount of any such proceeds and actual funding requirements. Until the proceeds are used, we may invest the proceeds, depending on our cash flow requirements, in short and long-term investments, including, but not limited to treasury bills, commercial paper, certificates of deposit, securities issued by U.S. government agencies, money market funds, repurchase agreements and other similar investments.

PRICE RANGE OF COMMON STOCK

      Our Class A Common Stock is listed on the Nasdaq National Market under the symbol “BFCF.” Our Class A Common Stock began trading on the Nasdaq National Market on May 5, 2003. Our Class B Common Stock is quoted on the OTC Bulletin Board under the symbol “BFCFB.OB.” The following table sets forth, for the indicated periods, the high and low sale prices for our Class A Common Stock as reported by the Nasdaq National Market and for our Class B Common Stock as reported by the National Association of Securities Dealers Automated Quotation System. The stock prices do not include retail mark-ups, mark-downs or commissions.

      On February 15, 2005, the closing sale price of our Class A Common Stock as reported on the Nasdaq National Market was $13.20 per share and the closing sale price of our Class B Common Stock as reported by the National Association of Securities Dealers Automated Quotation System was $13.00 per share.

      As of February 9, 2005, there were 2,078 holders of record of our Class A Common Stock and 1,064 holders of record of our Class B Common Stock.

DIVIDEND POLICY

      We have not declared or distributed cash dividends to the holders of either our Class A Common Stock or our Class B Common Stock since our inception in 1980, and it is not likely that any cash dividends on our common stock will be declared in the foreseeable future. Our Board of Directors intends, for the foreseeable future, to follow a policy of retaining all of our earnings to finance the operations and expansion of our business.

      We issued a 25% stock dividend on March 1 and on May 25, 2004, and a 15% stock dividend on June 17 and a 25% stock dividend on December 1, 2003, each of which was payable in shares of Class A Common Stock. On February 7, 2005, we amended our articles of incorporation to increase our authorized shares of Class A Common Stock from 20,000,000 to 70,000,000. Subject to market conditions and other factors, we expect to issue additional shares of Class A Common Stock as stock dividends since the Board of Directors believes that these stock dividends contribute to a broader and enhanced trading market for the Class A Common Stock.

CAPITALIZATION

      The following table sets forth the parent company only capitalization of BFC on an actual basis at September 30, 2004 and on an as adjusted basis to reflect the sale of the 3,600,000 shares of Class A Common Stock to be sold by us in this offering at a price of $13.20 per share, the closing price of our Class A Common Stock on the Nasdaq National Market on February 15, 2005 (after deducting underwriting discounts and estimated offering expenses), and the application of the estimated net proceeds from the offering as described in the section of this prospectus entitled “Use of Proceeds,” on page 28. You should read the information in the following table in conjunction with our consolidated financial statements and related notes thereto contained in our Current Report on Form 8-K dated February 11, 2005 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004, which are incorporated in this prospectus by reference.

SELECTED CONSOLIDATED FINANCIAL DATA

      The following table sets forth selected consolidated financial data for BFC as of and for the years ended December 31, 1999 through 2003 and as of and for the nine months ended September 30, 2003 and 2004. Certain selected financial data presented below as of December 31, 1999, 2000, 2001, 2002 and 2003 and for each of the years in the five-year period ended December 31, 2003, are derived from our consolidated financial statements. Our consolidated financial statements were audited by KPMG LLP, an independent registered public accounting firm, with respect to the years ended December 31, 1999 through 2002, and by PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, with respect to the year ended December 31, 2003. The selected financial data presented below as of and for the nine-month periods ended September 30, 2004 and 2003 are derived from our unaudited consolidated financial statements and reflect, in the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of such data. Results for the nine-month period ended September 30, 2004 are not necessarily indicative of results that may be expected for the entire year or any future period. This table is a summary and should be read in conjunction with the consolidated financial statements and related notes contained in our Current Report on Form 8-K dated February 11, 2005 and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004, which are incorporated in this prospectus by reference.