BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Notice of Annual Meetings of Shareholders
October 7, 1996
To The Shareholders:
The Annual Meetings of Shareholders of Blue Ridge Real Estate Company and Big
Boulder Corporation (the "Corporations") will be held on October 7, 1996, at
the Summit Lodge at Jack Frost Mountain in Kidder Township, Carbon County,
Pennsylvania, at 11:00 A.M., Local Time. The two meetings will be held
simultaneously, as a joint meeting, since under a Security Combination
Agreement between the two Corporations and under their By-Laws, the shares of
the two Corporations are combined and traded together in unit certificates.
The purposes of each meeting are as follows:
(1) To elect Directors of each of the Corporations
(2) To transact such other business as may properly come before the meetings.
Shareholders of record as shown by the transfer books of the Corporations at
the close of business on August 16, 1996, are entitled to notice of and to
vote at said meetings.
By order of the Board of Directors of Blue Ridge Real Estate Company and Big
Boulder Corporation.
Lois K. McCurdy
Secretary
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BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Blakeslee, Pennsylvania
PROXY STATEMENT
for the
ANNUAL MEETINGS OF SHAREHOLDERS
October 7, 1996
This Proxy Statement is being mailed on or about September 1, 1996, to the
Shareholders of Record of Blue Ridge Real Estate Company and Big Boulder
Corporation (each a "Corporation" and collectively the "Corporations") in
connection with the Joint Annual Meetings of Shareholders of the Corporations
to be held on Monday, October 7, 1996, at 11:00 A.M., Local Time, at the
Summit Lodge at Jack Frost Mountain, Kidder Township, Carbon County, PA. and
at any adjournment or adjournments thereof (the "Joint Meeting").
Under a Security Combination Agreement between the Corporations and under the
By-Laws of both Corporations, shares of the two Corporations are combined in
unit certificates, each certificate representing the same number of shares of
each of the Corporations. Shares of each Corporation may be transferred only
together with an equal number of shares of the other Corporation. For this
reason, the Annual Meetings of the Shareholders of both Corporations are held
together as a Joint Meeting. At the Joint Meeting, separate votes will be
held on the proposals concerning each Corporation, and shareholders have the
right to vote their shares differently on similar proposals presented by each
of the Corporations before the Joint Meeting. Only one Proxy Card has been
supplied to shareholders, but this Card constitutes separate proxies with
regard to the shares of the respective Corporations, and provides means for
shareholders to give instructions for voting their Blue Ridge Real Estate
Company shares separately from their Big Boulder Corporation shares.
The proxies evidenced by the Proxy Card are solicited on behalf of the Boards
of Directors of the respective Corporations. Each such proxy is subject to
revocation by the shareholder at any time before it is voted by filing notice
of revocation with the Secretary of the Corporations or by filing a duly
executed proxy bearing a later date. A proxy may also be revoked by
attending the Joint Meeting and voting in person.
The costs of preparing, assembling and mailing this Proxy Statement, the
Notice of Meetings, the Annual Report, the enclosed form of Proxy Card and
any additional material relating to the Joint Meetings which may be furnished
to the shareholders on behalf of the Board of Directors subsequent to the
furnishing of this Proxy Statement have been or are to be borne by the
Corporations, with each of the Corporations to pay one-half of such costs.
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In addition to the use of the mails, the Corporations may, if they consider
it desirable, solicit proxies personally or by telephone or facsimile. Such
solicitation may be made by Officers, Directors or employees of the
Corporations without additional compensation. Banks, brokerage houses and
other custodians, nominees and fiduciaries will be requested to forward the
soliciting material to their principals and to obtain authorization for the
execution of proxies, in which event they will be reimbursed upon request for
their out-of-pocket expenses incurred in connection therewith.
A copy of the Corporations' Annual Report for the Fiscal Year ended May 31,
1996, accompanies this Proxy Statement but is not considered a part of the
proxy-soliciting material. Additional copies of such report are available to
any shareholder upon request.
VOTING SECURITIES
Each of the Corporations had outstanding on August 16, 1996, 2,004,014 shares
of Common Stock, without par value, and neither has any other authorized
class of securities. Only Shareholders of Record of the Corporations at the
close of business on August 16, 1996, will be entitled to vote at the Joint
Meeting. Each shareholder has the right to cumulate his votes in the
election of Directors and may cumulate his votes differently in voting for
the election of Directors of each Corporation. Cumulative voting entitled
the shareholder to multiply his shares by the number of Directors (6) to be
elected, and to cast the number of votes so determined for one person or to
distribute such number, in his discretion, among two or more persons. To
vote cumulatively, a shareholder must write the name of the nominee or
nominees selected and the number of votes to be cast for each nominee
following the words "Cumulative For" on the lines provided under Items 1
and 2 on the Proxy Card. On all other matters, each share of each of the
Corporations will be entitled to one vote.
Shares cannot be voted at the Joint Meeting unless the holder of record is
present in person or represented by Proxy. The enclosed Proxy Card is a
means by which a shareholder may authorize the voting of his or her shares
at the Joint Meeting. If a Proxy Card is properly executed, returned to the
Corporations or their agent and not revoked, the shares represented by such
Proxy Card will be voted in accordance with the instructions set forth
thereon. Shareholders are urged to specify their choices by marking the
apprpriate box of the Proxy Card. If no instructions are given with respect
to the matters to be acted upon, the shares represented by the proxy will be
voted at the discretion of the proxy agents, as described below. If any
other mattersare properly presented at the Joint Meeting, the proxy agents
will vote the proxies (which confer discretionary authority to vote on such
matters) at their discretion. A shareholder may attend the meeting even
thought he or she has executed a Proxy Card.
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With respect to each Corporation, presence at the Joint Meeting, in person
or by proxy, of the holders of a majority of the shares entitled to vote is
necessary to constitute a quorum. With regard to the election of Directors,
shareholders may cumulate votes for the nominees specified on the Proxy Card,
as described above, or withhold votes for certain or all votes that are
withheld will be excluded entirely from the vote and will have no effect.
Brokers that are member firms of the New York Stock Exchange ("NYSE"), and
who hold shares of the Corporations in street name for customers, have the
authority under the rules of the NYSE to vote those shares with respect to
the election of Directors if they have not received instructions from the
beneficial owner.
ELECTION OF DIRECTORS
Six Directors of each Corporation are to be elected at the Joint Meeting, as
set forth by resolution of the Board of Directors.
The By-Laws of each of the Corporations permit up to eight members to
comprise the whole Board of each Corporation.
The persons named as proxy agents in the enclosed Proxy Card have advised the
Board of Directors of each Corporation that it is their intention to cumulate
votes in their discretion among all or less than all of the six nominees for
the Board of Directors unless a specific direction to cumulate votes in a
particular manner is included on the Proxy Card. If elected, the Directors
of each Corporation will hold office until the next Annual Meeting of such
Corporation when their successors are elected. If any vacancy shall occur
because of death or other unexpected occurrence in the slates of nominees
listed below for election of Directors, the proxy agents have advised the
Boards of Directors of the Corporations that it is their intention to vote
the proxies for such substitute nominees as may be proposed by or on behalf of
the Boards of Directors of each of the Corporations.
Information with respect to the nominees, the periods during which they have
served as Directors of each Corporation, their principal occupations and
their ages is set forth in the following table:
First
Became
Name Director Occupation (1) Age
Kieran E. Burke 1994 Chairman, Chief Executive Officer and 39
Director, Premier Parks, Inc.(formerly
The Tierco Group, Inc.)
Milton Cooper 1983 Chairman and Director, Kimco Realty 67
Corporation; Director, Getty
Petroleum Corp. Gasoline Marketing;
Mass Mutual Participation Investors;
Mass Mutual Corporate Investors
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Michael J. Flynn 1990 Chairman of the Board, Blue Ridge 61
Real Estate Company and Big Boulder
Corporation since 1991; Vice Chairman
and Director, Kimco Realty Corporation
(since January, 1996); Chairman of the
Board and President, Slattery
Associates, Inc. (November 1987-
December 1995)
Allen J. Model 1975 International Consultant, Overseas 50
Strategic Consulting, Ltd. (January,
1993-Present); Private Investor
(1991-1996); Director, Framingham
Savings Bank and Metro West Bank
J.AnthonyV.Townsend 1977 Managing Director, Finsbury Asset 48
Management, Limited; Director, Rea
Brothers Group, PLC
Wolfgang Traber 1986 Chairman of the Board, Hanseatic 52
Corporation (August 1994-Present);
Partner and Chief Executive Officer,
HCH Hanseatic GmbH (August 1991-
August 1994); Managing Director,
Hanseatic Corporation (April, 1988-
July, 1990); Director, Petroleum
Heat and Power Company, Inc. and
Star Gas Corporation
(1) Unless otherwise noted, the affiliations shown constitute the
individual's principal business experience for at least the last 5 years.
Directorships in public companies are also identified.
Each of the nominees for election as Director has stated that there is no
arrangement or understanding of any kind between him or any other person or
persons relating to his election as a Director except that such nominees have
agreed to serve as a Director of the Corporations if elected.
The Directors are to be elected by a plurality of the votes cast at the Joint
Meeting. The Board of Directors unanimously recommends a vote FOR each of
the nominees.
COMMITTEES AND MEETINGS
Each Board of Directors has an Executive Committee, an Audit Committee and a
Compensation Committee, but does not have a Nominating Committee. The Boards
of Directors held four meetings during Fiscal 1996.
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The Executive Committee of each Corporation consists of Kieran E. Burke,
Michael J. Flynn and Allen J. Model. This Committee is empowered to exercise
all powers of the Boards of Directors, except action on dividends, during the
intervening period between regular Board Meetings. The Executive Committee
did not convene in Fiscal 1996.
The Audit Committee of each Corporation, composed of Michael J. Flynn and
Allen J. Model, held one meeting during Fiscal 1996. The Audit Committee
reviews, with the Corporations' independent certified public
accountants (i) the scope of auditing procedures, (ii) the Corporations'
accounting procedures and controls, and (iii) the Corporations' audit report
and financial statements.
The Compensation Committee of each Corporation consists of Kieran E. Burke
and Michael J. Flynn. This Committee reviews general compensation policies
and reviews and recommends salary and other adjustments for employees and
executive officers. The Compensation Committee did not convene in Fiscal
1996.
All Directors attended at least 75% of the aggregate of the total number of
meetings of the Boards of Directors and of Committees of the Boards on which
they served, except for Mr. Burke who attended two of the four Board of
Directors Meetings during Fiscal 1996.
HOLDINGS OF COMMON STOCK
The following table sets forth, as reported to the Corporations as of July
15, 1996, the number of shares of Common Stock of each Corporation owned or
controlled by persons who beneficially own more than 5% of each Corporation's
outstanding shares, the nominees for Directors, the Corporations' President,
and the Corporations' President and Directors as a group:
<TABLE>
<CAPTION>
Number of Shares Percent
Beneficially of Shares
Name Owned (1) Outstanding
<S> <C> <C>
Kieran E. Burke -0- -0-
Milton Cooper 221,696(2) 11.1%
Michael J. Flynn 11,100(3) .6%
Allen J. Model 385,743(4) 19.2%
J. Anthony V. Townsend -0- -0-
Wolfgang Traber 72,264(5) 3.6%
Gary A. Smith 635 *
Peter Model 366,384(6) 18.3%
310 S. Juniper Street
Philadelphia, Pa. 19107
Rea Brothers (Guernsey), Limited 371,386(7)(8) 18.5%
Rea Brothers (Investment Management), Ltd. 237,386(7) 11.8%
Reamann Trust Company
Alderman's House, Alderman's Walk
London EC2M 3XR England
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Finsbury Asset Management, Limited 134,000(8) 6.6%
Finsbury Trust, PLC
Finsbury Growth Trust, PLC
Finsbury Smaller Companies Trust, PLC
Neptune House, Tilton Court
14 Finsbury Square
London EC2A 1BR England
Ocean Wilsons (Investments) Limited
Clarendon House
Church Street West
Hamilton HM DX, Bermuda
</TABLE>
All Executive Officers and Directors
Named Above as a Group (7 Persons) 691,438(9) 34.5%
*Less than 1%
(1) Beneficial ownership of shares comprises voting power (the power to
vote, or direct the voting, of such shares) and/or investment power (the
power to dispose, or to direct the disposition, of such shares).
(2) Includes 67,803 shares owned by a corporation of which Mr. Cooper is
Chairman of the Board.
(3) Includes currently exercisable option to purchase 10,000 shares.
(4) Includes 302,063 shares held as co-trustee, with Peter Model, of the
Trust under Paragraph I, Article Sixth of the Last Will and Testament of Leo
Model; 28,121 shares held in trust for himself and his children of which Mr.
Model is trustee with another person; and 12,467 shares owned by the Leo
Model Foundation (the "Foundation") as to which Allen J. Model and Peter
Model, as officers of the Foundation, share voting and investment power with
the Foundation. Mr. Model disclaims beneficial ownership of the shares held
by the Foundtion.
(5) Mr. Traber owns a significant interest in a corporation which may be
deemed to beneficially own the securities reported above, for which Mr.
Traber disclaims beneficial ownership.
(6) Beneficial ownership, for which the Corporations are aware, includes
302,063 shares held as trustee as described in footnote (4) above; 23,733
shares to which he exercises sole voting and investment power; 28,121 shares
held in trust for the benefit of Peter Model and his children as to which
Peter Model, as a trustee, shares voting and investment power; and 12,467
shares owned by the Foundation, as described in footnote (4) above.
(7) As reflected in Amendment Twelve to the joint Schedule 13D filed with the
SEC on April 10, 1996, voting and investment power is exercised as follows:
Rea Brothers (Guernsey) Limited ("RBG"), sole voting and investment power
regarding 143,452 shares; Rea Brothers (Investment Management) Limited
("Investment"), sole investment power regarding 3,934 shares; and Reamann
Trust Company ("Trust") sole investment and
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voting power regarding 90,000 shares. Rea Brothers Group PLC, which has
shared dispositive power over 371,386 shares, owns all of the share capital
of RBG, Investment and Trust. The information reflected in this note shall
be referred to as the Rea Report. Rea Brothers Group PLC also owns the
entire share capital of Finsbury Asset Management, Limited. See Note 8.
(8) The following is based upon information reflected in Amendment Six to a
group Schedule 13D filed with the SEC on April 10, 1996. Finsbury Asset
Management, Limited beneficially owns 134,000 shares pursuant to investment
arrangements with the entities described in the next sentence. The following
entities have sole voting power and shared investment power with respect to
certain of such shares as specified below: Finsbury Trust PLC ("FTP"),
61,000 shares; Ocean Wilsons (Investments) Limited ("Ocean") 30,000 shares;
Finsbury Growth Trust PLC ("FGT"), 27,000 shares; and Finsbury Smaller
Companies Trust PLC ("FSCT"), 16,000 shares. The ordinary shares of each of
FTP, Ocean, FGT and FSCT (the "Investment Companies") are listed and traded
on The Stock Exchange, London. Each of the Investment Companies own,
directly or indirectly, approximately 24.85% of the shares of Rea Brothers
Group, PLC. The information set forth above in this note shall be referred
to as the Finsbury Report. A joint Schedule 13D reflecting the Finsbury
Report and the Rea Report was filed with the SEC on April 10, 1996.
(9) Includes option to purchase 10,000 shares identified in footnote (3)
above.
REMUNERATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth compensation information for the Fiscal Year
ended May 31, 1996, with respect to the President of the Corporations whose
salary exceeded $100,000.
Annual Compensation (1)
Name and Principal Position Year Salary
Gary A. Smith, President 1996 $110,000
(1) Compensation is paid to Mr. Smith by Blue Ridge Real Estate Company, a
portion of which is then allocated to Big Boulder Corporation.
Director Compensation. Kieran E. Burke receives $1,000 per month for his
services to the Corporations. An annual retainer of $5,000 is paid to Kieran
E. Burke, Allen J. Model and Michael J. Flynn. An annual retainer of $1,000
is paid to Milton Cooper, J. Anthony V. Townsend and Wolfgang Traber. All
Directors receive $1,000 for each Board Meeting they attend. Directors do
not receive compensation for committee meetings. Michael J. Flynn, Chairman
of the Board, received a $30,000 consulting fee during Fiscal 1996. Mr.
Flynn has n Option, granted in Fiscal 1994, with the right to purchase 10,000
shares of Common Stock.
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Employee Benefit Plans. The Corporations have a defined benefit pension
plan. Eligible employees of the Corporations and certain of their
subsidiaries participate in the pension plan which provides to each such
participant annual retirement income beginning at age 65 equal product of (x)
31% of the first $10,000 of such participant's average compensation for the
five years in the last ten year ("final average earnings") prior to retire-
ment during which the employee was most highly paid plus 40% of such earnings
in excess of $10,000; and (y) the ratio of the participant's years of
credited service (if less than 15 years) to 15 years.
The table which follows shows the estimated annual benefits payable upon
retirement to persons in specified remuneration and years of service classi-
fications under the pension plan. The retirement benefits shown are based
upon retirement at the age of 65.
<TABLE>
<CAPTION>
Years of Service
Average Salary* 5 10 15**
<S> <C> <C> <C> <C>
$ 15,000 1,700 3,400 5,100
$ 30,000 3,700 7,400 11,100
$ 45,000 5,700 11,400 17,100
$ 60,000 7,700 15,400 23,100
$ 75,000 9,700 19,400 29,100
$ 90,000 11,700 23,400 35,100
$ 105,000 13,700 27,400 41,100
$ 120,000 15,700 31,400 47,100
$ 135,000 17,700 35,400 53,100
</TABLE>
*Based on 5 consecutive years of highest earnings in the last 10 years.
**Minimum number of years of continuous service required to receive maximum
pension.
Remuneration covered by the pension program includes salary, overtime
and awards under an annual incentive program.
Mr. Smith has 14 years of credited service and $110,000 in Fiscal 1996
remuneration for purposes of the pension program.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporations' Officers, Directors and persons who own more than ten
percent of a registered class of the Corporations' equity securities ("10%
Holders"), to file reports of ownership and changes in ownership with the
Securities and Exchange Commission (the "Commission"). Officers, Directors
and 10% Holders are required by Commission regulations to furnish the
Corporations with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms received, or written
representations from certain reporting persons that no Form 5 was required
for those persons, the Corporations believe that during the period from June
1, 1995 through May 31, 1996, all filing requirements applicable to its
Officers, Directors and 10% Holders were fulfilled.
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SHAREHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETINGS
Consideration of certain matters is required at the Annual Meetings of
Shareholders, such as the election of Directors. In addition, pursuant to
applicable regulations of the Securities and Exchange Commission,
shareholders may present proposals, which are proper subjects for inclusion
in the Proxy Statement and for consideration at the Annual Meetings, by
submitting their proposals to the Corporations at their principal offices on
a timely basis. In order to be included for the 1997 Annual Meetings,
proposals must be received by March 31, 1997.
OTHER MATTERS
The Board of Directors of each Corporation are not aware of any matters,
other than those listed in the Notice of Annual Meetings, that may be
properly brought before the Joint Meeting. If, however, any other matter
not now known properly comes before the Joint Meeting, the persons named in
the enclosed Proxy Card will vote the proxies in their discretion on such
matters.
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Lois K. McCurdy, Secretary
Dated: Blakeslee, Pennsylvania
August 16, 1996
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