DEFINITIVE COPY
As filed with the Securities and Exchange Commission
On July 23, 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:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
(X) 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
statement 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:
To elect Directors of each of the Corporations
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 21, 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.
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
PAGE 3
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 only with respect to the election
of directors if they have not received instructions from the beneficial
owner. Non-votes by NYSE members have no impact on the outcome of any
proposal presented in this Proxy Statement. Abstentions cast with
regard to Items 3 and 4 on the Proxy Card, Proposals Concerning
Amendments to the Articles of Incorporation of the Corporations, will
have the effect of a negative vote cast.
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
(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 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
PAGE 5
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 of 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.
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
PAGE 6
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.
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. 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.
PAGE 7
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 amount and would be subject to reaching a definitive agreement with
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 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
Corporations 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.
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.
PAGE 8
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 Group PLC 248,500 (7)(8) 12.47%
Rea Brothers (Guernsey) Limited
Reamann Trust Company
Finsbury Trust PLC
Finsbury Growth Trust PLC
Finsbury Smaller Companies Trust PLC
Alderman's House, Alderman's Walk
London EC2M 3XR England
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).
As reflected in Amendment No. 4 to Schedule 13D filed with the SEC
on July 7, 1997. 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.
PAGE 9
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.
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.
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.
As reflected in Schedule 13D/A Amendment No.1 filed with the SEC on
December 10, 1996 which amends 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 26,500 shares; and Reamann Trust Company ((Trust() sole
investment and voting power regarding 88,000 shares. Rea Brothers
Group PLC owns all of the share capital of RBG and Trust and therefore
may be deemed to have shared dispositive power over 114,500 shares. The
information reflected in this note shall be referred to as the Rea
Report. See Note 8.
The following is based upon information reflected in Amendment
Seven to a group Schedule 13D filed with the SEC on December 10, 1996.
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. Joint Schedules 13D reflecting the Finsbury
Report and the Rea Report were filed with the SEC on April 10, 1996 and
December 10, 1996.
PAGE 10
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.
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 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.
PAGE 11
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().
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 22,
1998.
PAGE 12
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 21, 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."
PAGE 14
ANNEX B
RESOLVED, that the Articles of Incorporation, as amended, of Big Boulder
Corporation are amended to add a new Paragraph 9 to read as follows:
"9. 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. "
PAGE 15
July 23, 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-
Definitive Proxy Statement (SEC File Nos. 0-2843, 0-2844)
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(b) under the Securities Exchange Act of 1934, as amended, the
DEFINITIVE 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
