PRELIMINARY COPY
As filed with the Securities and Exchange Commission
On July 10, 1997
SHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to #240.14a-11(c) or #240.14a-12
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per exchange Act Rules 14a-6(i)(4)
and 0-11.
Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed
Pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration state-ment
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form, Schedule or registration Statement No.:
Filing Party:
Date Filed:
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
______________________________
Notice of Annual Meetings of Shareholders
August 12, 1997
To The Shareholders:
The Annual Meetings of Shareholders of Blue Ridge Real Estate
Company and Big Boulder Corporation (the (Corporations() will be
held on August 12, 1997, 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 consider a proposal to adopt an amendment to the Articles
of Incorporation of each of the Corporations providing that
Subchapter E (relating to control transactions) of Chapter 25 of
the Pennsylvania Business Corporation Law of 1988 shall not be
applicable to each of the Corporations; and
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 July 10, 1997, 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.
Eldon D. Dietterick
Secretary
PAGE 1
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Blakeslee, Pennsylvania
______________________
PROXY STATEMENT
for the
ANNUAL MEETINGS OF SHAREHOLDERS
August 12, 1997
_______________________
This Proxy Statement is being mailed on or about July 18, 1997 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 August 12, 1997, at
11:00 A.M., Local Time, at the Summit Lodge at Jack Frost Mountain,
Kidder Township, Carbon County, Pennsylvania 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.
PAGE 2
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
March 31, 1997, 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 July 10, 1997,
1,992,014 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 July 10, 1997 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 entitles 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 appropriate 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
matters are 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 though he or she has executed a Proxy Card.
PAGE 3
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 as 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 40
Director, Premier Parks, Inc.(formerly
The Tierco Group, Inc.)
Milton Cooper 1983 Chairman and Director, Kimco Realty 68
Corporation; Director, Getty
Petroleum Corp. Gasoline Marketing;
Mass Mutual Participation Investors;
Mass Mutual Corporate Investors
PAGE 4
Michael J. Flynn 1990 Chairman of the Board, Blue Ridge 62
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 51
Strategic Consulting, Ltd. (January,
1993-Present); Private Investor
(1991-1996); Director, Framingham
Savings Bank and Metro West Bank
J.Anthony V.Townsend 1977 Managing Director, Finsbury Asset 49
Management, Limited; Director, Rea
Brothers Group, PLC
Wolfgang Traber 1986 Chairman of the Board, Hanseatic 53
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
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.
PAGE 5
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 three meetings during Fiscal 1997.
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 1997.
The Audit Committee of each Corporation, composed of Michael J. Flynn
and Allen J. Model, held one meeting during Fiscal 1997. 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 1997.
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 Kieran Burke, Milton Cooper and Wolfgang
Traber.
PROPOSAL CONCERNING AMENDMENTS TO ARTICLES OF INCORPORATION
The text of the proposed amendment (the "Amendment") to the Articles of
Incorporation for each of the Corporations which are hereby submitted
for approval by the Corporations' shareholders are attached hereto as
Annexes A and B and are incorporated herein by reference. The following
summary of legal considerations relevant to the Amendment is intended
to assist shareholders in making a voting decision; however, such
summary is qualified in its entirety by reference to the Annexes
attached to this Proxy Statement.
PAGE 6
The Corporations are subject to various statutory "anti-takeover"
provisions of the Pennsylvania Business Corporation Law (the "PBCL"),
including Subchapter 25E of the PBCL. Subchapter 25E of the PBCL is a
"cash-out" type of takeover statute. Cash-out statutes generally
require an acquiror of more than a specified percentage of a target
corporation's stock, upon demand by any shareholder, to purchase the
shares of such shareholder at a price which at a minimum reflects the
highest price paid by the acquiror in accumulating the target's stock.
Such statutes are intended to limit the perceived coercive effect of
two-tier and partial tender offers and so-called "creeping tender
offers," in which large blocks of shares are purchased on the open
market, and to assure that all shareholders share in any control premium
paid by the acquiror.
Subchapter 25E provides generally that a person or group which acquires
more than 20% of the voting power to elect directors of a "registered"
corporation (the Corporations are "registered" corporations under the
PBCL) is a "controlling person or group". Such controlling person or
group, upon becoming such, must give prompt notice to each shareholder
of record and to the Court of Common Pleas in the judicial district
where the corporations' registered office is located (Carbon County, in
the case of the Corporations). The other shareholders are thereupon
entitled to demand that the controlling person pay them the Fair Value
(as defined below) of their shares under procedures which are similar to
those which apply to the exercise of dissenters' rights of appraisal in
connection with certain mergers and certain other corporate
transactions. "Fair Value" for this purpose may not be less than the
highest price paid per share by the controlling person or group at any
time during the 90-day period ending on and including the date on which
the controlling person or group became such, plus an increment
representing any value which may not be reflected in such price. The
foregoing description of Subchapter 25E of the PBCL does not purport to
be complete and is qualified in its entirety by reference to the text of
Subchapter 25E of the PBCL, a copy of which is set forth in Annex C to
this Proxy Statement and is incorporated herein by reference.
Because of Subchapter 25E of the PBCL, a person, entity or group
could not purchase 20% or more of the shares of capital stock of
each Corporation without all holders of shares of capital stock of
each Corporation having the right to immediately "put" their
shares of capital stock of each Corporation to such person, entity
or group for Fair Value. Unless each Corporation's shareholders
approve the Amendment, any person, entity or group which engages in
a "control transaction" will have to comply with the provisions of
Subchapter 25E of the PBCL. Pursuant to Section 2541 (a)(4) of the
PBCL, the articles of incorporation of a Pennsylvania corporation
can explicitly provide that Subchapter 25E is not applicable by an
amendment adopted by the shareholders of such corporation prior to a
control transaction.
PAGE 7
The affirmative vote of the shareholders entitled to cast a majority
of the votes which all shareholders are entitled to cast is necessary
to adopt the Amendment. Abstentions and non-votes by NYSE members are
not considered in determining whether any affirmative majority of the
votes had been cast in favor of the Amendment.
Milton Cooper, a director of the Corporations since 1983 and beneficial
owner of 11.1% of the Corporations' common stock has held discussions
with members of the Corporations' management and Board of Directors
about his desire, through affiliates, to purchase additional common
stock of the Corporations which could potentially significantly
increase his ownership interest in the Corporations, possibly to
greater than 20% of the outstanding common stock. Such purchases
would be made, if available, on terms satisfactory to Mr. Cooper and
if the shareholders of the Corporations vote to approve the Amendment
to specifically make inapplicable to the Corporations the provisions of
Subchapter 25E of the PBCL. On July 1, 1997, the Board of Directors of
the Corporations resolved to seek approval of the Corporations'
shareholders to amend the Corporations' Articles of Incorporation to
provide that Subchapter 25E is not applicable to the Corporations; the
Board of Directors of each Corporation has recommended that its
shareholders approve such amendment.
Neither Mr. Cooper nor KC Holdings, Inc., a corporation for which
Mr. Cooper serves as Chairman of the Board and President, has any
agreement at the present time to purchase additional common stock, or
otherwise increase their existing voting power with respect to the
Corporations. Mr. Cooper has held discussions with an agent or broker
for the potential purchase of up to approximately 420,000 shares of
common stock. Any such purchases, however, may be greater or less than
such sellers and would be expressly subject to and conditioned upon the
Corporations receiving shareholder approval making subchapter 25E not
applicable to the Corporations.
Except as described herein, Mr. Cooper has represented to management
and the Boards of Directors of the Corporations that neither he nor
his affiliates (i) has any agreement or arrangement at the present
time to purchase additional shares or otherwise increase his
existing voting power with respect to the Corporations and (ii) has
any desire to acquire the Corporations or take the Corporations
"private" (i.e., action which would terminate the Corporations' public
reporting obligations and minimize or eliminate public trading of the
Corporations' common stock).
Management and the Boards of Directors of the Corporations do not oppose
Mr. Cooper's desires and therefore have approved the Amendment, which,
if approved by shareholders, would render Subchapter 25E of the PBCL
inapplicable to Mr. Cooper and any other person, entity or group which
acquires, after the Amendment, more than 20% of the Corporations' common
stock. In light of the desire of the Boards of Directors of the Corpor-
ations to encourage stock ownership without limitation, in general, and
without the application of Subchapter 25E, in particular, the Boards of
Directors recommend that shareholders approve the Amendment.
PAGE 8
The Boards of Directors of the Corporations recommend that all
shareholders vote FOR the proposal to adopt the Amendment.
NO DISSENTERS' RIGHTS OF APPRAISAL
Adoption of the Amendment will not give holders of the Corporations'
shares any dissenters' rights of appraisal pursuant to the PBCL. If the
Amendment is adopted, the Corporations' shareholders will not have any
dissenters' rights of appraisal under the PBCL as a result of the
consummation of the Proposed Transaction. Adoption of the Amendment
will not eliminate certain dissenters' rights of appraisal that would be
available to the Corporations' shareholders in connection with certain
other corporate transactions. For example, under the PBCL at the
present time, holders of the Corporations' shares would continue to have
dissenters' rights of appraisal in connection with a merger involving
the Corporations in which the Corporations' shares are converted into
the right to receive only a cash payment.
HOLDINGS OF COMMON STOCK
The following table sets forth, as reported to the Corporations as
of June 16, 1997, 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:
Number of Shares Percent
Beneficially of Shares
Name Owned (1) Outstanding
Kieran E. Burke -0- -0-
Milton Cooper 221,696(2) 11.1%
Michael J. Flynn 36,100(3) 1.8%
Allen J. Model 385,743(4) 19.4%
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
Finsbury Asset Management Limited 134,000(8) 6.6%
Finsbury Trust PLC
Finsbury Growth Trust PLC
Finsbury Smaller Companies Trust PLC
Alderman's House, Alderman's Walk
London EC2M 3XR England
PAGE 9
Ocean Wilsons (Investments) Limited
Clarendon House
Church Street West
Hamilton HM DX, Bermuda
All Executive Officers and Directors
Named Above as a Group (7 Persons) 716,438(9) 36.0%
*Less than 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 as to which Mr. Cooper disclaims beneficial
ownership; such shares are owned by KC Holdings, Inc., a corporation for
which Mr. Cooper is Chairman of the Board and President. Mr. Cooper
owns approximately 7.7% of the outstanding stock of KC Holdings, Inc.
(3) Includes currently exercisable option to purchase 35,000 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 Foundation.
(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
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.
PAGE 10
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 is owned, directly
or indirectly and in varying degrees, by certain of the other Investment
Companies. In the aggregate, 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.
Includes option to purchase 35,000 shares identified in footnote (3) above.
REMUNERATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth compensation information for the Fiscal
Year ended March 31, 1997, with respect to the President of the
Corporations. No other Employee's Annual Compensation (Salary and
Bonus) exceeded $100,000 on an annualized basis or otherwise.
Annual Compensation (1)
Name and Principal Position Year Salary
Gary A. Smith, President 1997 $111,667
Compensation is paid to Mr. Smith by Blue Ridge Real Estate
Company, a portion of which is then allocated to Big Boulder
Corporation.
During fiscal 1997, each of the Corporations changed its fiscal
year-end from May 31 to March 31. The foregoing compensation
reflects amounts paid for a ten-month year (June 1, 1996-March 31,
1997), which if annualized on a twelve-month basis would have
equaled $130,000.
PAGE 11
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 meet-
ings. Michael J. Flynn, Chairman of the Board, received a $30,000 con-
sulting fee during Fiscal 1997. Mr. Flynn has an Option to Purchase
35,000 shares of Common Stock at $6.75 per share exercisable to July
2003
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 retirement 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 classifications under the pension plan. The retirement benefits
shown are based upon retirement at the age of 65.
Years of Service
Average Salary* 5 10 15**
$ 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
*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 15 years of credited service and $111,667 remuneration
for purposes of the pension program.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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().
PAGE 12
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, the
Corporations believe that during the period from June 1, 1996
through March 31, 1997 all filing requirements applicable to its
Officers, Directors and 10% Holders were fulfilled.
SHAREHOLDER PROPOSALS FOR THE 1998 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 1998 Annual Meetings, proposals must be
received by March 31, 1998.
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
Eldon D. Dietterick, Secretary
Dated: Blakeslee, Pennsylvania
July 1, 1997
PAGE 13
ANNEX A
RESOLVED, that the Articles of Incorporation, as amended, of Blue Ridge
Real Estate Company are amended to add a new Paragraph 10 to read as
follows:
"10. Subchapter E of Chapter 25 of the Business Corporation Law of 1988,
as amended, as codified as 15 Pa. C.S. #2541-2548, shall not be
applicable to the Corporation."
ANNEX B
RESOLVED, that the Articles of Incorporation, as amended, of Big Boulder
Corporation are amended to add a new Paragraph 10 to read as follows:
"10. Subchapter E of Chapter 25 of the Business Corporation Law of 1988,
as amended, as codified as 15 Pa. C.S. #2541-2548, shall not be
applicable to the Corporation. "
ANNEX C
(Subchapter 25E of the PBCL will be attached to the Proxy Statement
distributed to shareholders.
PAGE 15
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrants have duly caused this
report to be signed on their behalf by the undersigned, thereunto duly
authorized.
BLUE RIDGE REAL ESTATE COMPANY BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION BIG BOULDER CORPORATION
By:__________________________ By:____________________________
Gary A. Smith Cynthia A. Barron
President Chief Accounting Officer
Dated:_______________________ Dated:_________________________
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on behalf of
the Registrants and in the capacities and on the dates indicated.
Each person in so signing also makes, constitutes and appoints Gary
A. Smith, President, his true and lawful attorney-in-fact, in his name,
place and stead to execute and cause to be filed with the Securities and
Exchange Commission any or all amendments to this report.
Signature Title Date
_________________________ _________
Michael J. Flynn Chairman of the Board
Principal Executive Officer
_________________________ _________
Gary A. Smith President
Chief Operating Officer
Principal Financial Officer
_________________________ _________
Kieran E. Burke Director
_________________________ _________
Milton Cooper Director
_________________________ _________
Allen J. Model Director
_________________________ _________
J. Anthony V. Townsend Director
PAGE 16
July 9, 1997
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Blue Ridge Real Estate Company and Big Boulder Corporation-
Preliminary Proxy Statement (SEC File No.000-02844)
Dear Sir or Madam:
On behalf of Blue Ridge Real Estate Company ("Blue Ridge") and Big
Boulder Corporation ("Big Boulder", and together with "Blue Ridge",
the "Companies"), we have filed via the EDGAR system pursuant to Rule
14a-6(a) under the Securities Exchange Act of 1934, as amended, the
Preliminary Proxy Statement of the Companies in connection with the 1997
Joint Annual Meeting of Stockholders of the Companies.
If you have any questions regarding the enclosed, please contact me at
(717)443-8433 or Brian J. Lynch at Morgan, Lewis & Bockius LLP at
(215)963-5523.
Very truly yours,
Eldon D. Dietterick
Director, Finance & Administration
Enclosure
