<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
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(Name of Issuer)
Common Stock without par value, stated value $.30 per combined share
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(Title of Class of Securities)
096005 4 20 2 (common)
096005 4 10 3 (unit)
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(CUSIP Number)
Milton Cooper
c/o Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, NY 11042-0020
(516) 869-9000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Raymond Y. Lin, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022-4802
July 1, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Page 1 of 13 Pages
Exhibit index is on Page 12
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Page 2 of 13
SCHEDULE 13D
CUSIP No. 096005 4 20 2 (common), 096005 4 10 3 (unit)
1. Name of Reporting Person
KC Holdings, Inc.
2. Check The Appropriate Box If A Member of Group [ ]
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
67,803
Number of
Shares 8. Shared Voting Power
Beneficially 0
Owned By
Reporting 9. Sole Dispositive Power
Person 67,803
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned By Each Reporting Person
67,803
12. Check Box Of The Aggregate Amount In Row (11) Excludes Certain
Shares [ ]
13. Percent Of Class Represented By Amount In Row (11)
3.4 %
14. Type of Reporting Person
CO
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SCHEDULE 13D
CUSIP No. 096005 4 20 2 (common), 096005 4 10 3 (unit)
1. Name of Reporting Person
Milton Cooper
2. Check The Appropriate Box If A Member of Group [ ]
3. SEC Use Only
4. Source of Funds
PF, OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
U.S.A.
7. Sole Voting Power
153,893
Number of
Shares 8. Shared Voting Power
Beneficially 0
Owned By
Reporting 9. Sole Dispositive Power
Person 153,893
With
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned By Each Reporting Person
153,893
12. Check Box Of The Aggregate Amount In Row (11) Excludes Certain
Shares [x]
13. Percent Of Class Represented By Amount In Row (11)
7.7%
14. Type of Reporting Person
IN
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Page 4 of 13
This Amendment No. 4 amends and supplements the Schedule 13D filed on
January 21, 1986, as amended by Amendment No. 1 thereto filed on April 21,
1986, Amendment No. 2 thereto filed on October 16, 1986, and Amendment No. 3
thereto filed on November 18, 1986 (collectively, the "Schedule 13D") by Milton
Cooper and The Kimco Corporation to add the following information (unless
otherwise indicated, all capitalized terms used herein shall have the meanings
given to them in the Schedule 13D):
Item 1. Security and Issuer
The title of the class of equity securities to which this Schedule
relates is common stock without par value, stated value $.30 per combined share
(the "Shares"), of Blue Ridge Real Estate Company ("Blue Ridge"). and Big
Boulder Corporation ("Big Boulder" and, together with Blue Ridge, the
"Companies"). The Companies share stapled stock certificates. The Companies'
principal executive offices are located at Blakeslee, Pennsylvania 18610.
Item 2. Identity and Background
(a)-(c), (f) This statement is being filed by KC Holdings, Inc. ("KC
Holdings") and Milton Cooper, the Chairman of the Board of Directors and
President of KC Holdings (each, a "Reporting Person" and, collectively, the
"Reporting Persons").
KC Holdings is a Delaware corporation whose principal business is to
own and operate neighborhood and community shopping centers. KC Holdings'
principal place of business is 3333 New Hyde Park Road, New Hyde Park, New York
11042-0020.
Mr. Cooper is Chairman of the Board of Directors and President of KC
Holdings. Mr. Cooper owns approximately 7.7% of the outstanding stock of KC
Holdings. His business address is c/o Kimco Realty Corporation ("Kimco"), 3333
New Hyde Park Road, New Hyde Park, New York 11042-0020. Mr. Cooper's principal
business is as Chief Executive Officer of Kimco. He is a United States citizen.
Information with respect to the executive officers and directors of KC
Holdings, other than Mr. Cooper, required by Instruction C of Schedule 13D is
set forth on Schedule I hereto and incorporated herein by reference.
(d) and (e). During the last five years, none of the Reporting Persons
nor, to the best knowledge of the Reporting Persons, any other person named on
Schedule I hereto has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal, or state securities laws or finding any
violation with respect to such laws.
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Page 5 of 13
Item 3. Source and Amount of Funds or Other Consideration
The source and amount of funds utilized by each of the Reporting
Persons in their acquisitions of Shares was as follows:
Number of Amount of Source of
Reporting Person Shares Consideration Consideration
- ---------------- --------- ------------- -------------
Milton Cooper 153,893(1) $ (2) Personal Funds(3)
KC Holdings 67,803 N/A(4) N/A
Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares held by them for
investment purposes.
Mr. Cooper has held discussions with members of management
and the Board of Directors of the Companies about his desire, through
affiliates, to purchase additional Shares, which could potentially
significantly increase his ownership interest in the Companies, possibly to
greater than 20% of the outstanding Shares. Such purchases would be made, if
available, on terms satisfactory to Mr. Cooper and if the shareholders of the
Companies vote to amend the Companies' Articles of Incorporation to
specifically make inapplicable to the Companies the provisions of Subchapter
25E of the Pennsylvania Business Corporation Law of 1988 (the "PBCL"). On July
1, 1997, the Board of Directors of the Companies resolved to seek approval of
the Companies' shareholders to amend the Companies' Articles of Incorporation
to provide
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(1) Includes 2, 711 Shares owned of record by the Delaware Charter
Guarantee and Trust Co., TTE FBO Milton Cooper, of which Mr. Cooper is
the beneficiary. Excludes the 67,803 Shares owned by KC Holdings, as
to which Mr. Cooper disclaims beneficial ownership.
(2) Of these Shares, 43,493 were previously reported in Amendment No. 3 to
the Schedule 13D; 6,500 were purchased on February 23, 1995 for
$34,047.50; 8,000 were purchased on March 7, 1995 for $42,403; 12,500
were purchased on March 9, 1995 for $64,690.50; 13,500 were purchased
on March 10, 1995 for $ 69,865.50; 5,000 were purchased on March 17,
1995 for $25,625; 6,000 were purchased on June 15, 1995 for $30,753;
10,750 were acquired by Mr. Cooper on April 10, 1995 upon the
liquidation of a partnership in which Mr. Cooper held a 50% interest;
15,000 were purchased on January 4, 1996 for $82,500; 5,000 were
purchased on January 9, 1996 for $27,500; 7,500 were purchased on
January 31, 1996 for $41,400; 4,000 were purchased on February 7, 1996
for $22,123; 5,000 were purchased on March 14, 1996 for $27,653;
22,000 were purchased on April 2, 1996 for $132,660; 2,500 were
purchased on April 2, 1996 for $14,378; and 11,000 were purchased on
April 18, 1996 for $69,083. On May 15, 1995, Mr. Cooper made gifts
totaling 23,850 Shares to nine trusts for the benefit of members of
his family; Mr. Cooper disclaims beneficial ownership of these Shares.
(3) All shares were acquired with personal funds on the open market.
(4) All Shares were beneficially acquired by KC Holdings in connection
with KC Holdings' formation as a spin-off from Kimco Development Corp.
(the predecessor to Kimco) in November 1991.
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Page 6 of 13
that Subchapter 25E is not applicable to the Companies; the Board has
recommended that the shareholders approve such amendment.
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 Companies 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 corporation's
registered office is located (Carbon County, in the case of the Companies). The
other shareholders are thereupon entitled to demand that the controlling person
pay them the Fair Value (as defined below). "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 become such, plus an increment
representing any value which may not be reflected in such price.
The Reporting Persons do not have any agreement at the
present time to purchase additional Shares or otherwise increase their existing
voting power with respect to the Companies. Mr. Cooper has held discussions
with an agent or broker for the potential purchase of up to approximately
420,000 Shares. 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 Companies
receiving shareholder approval making subchapter 25E not applicable to the
Companies.
Except for the foregoing, the Reporting Persons have no plans
or proposals which relate to or would result in:
a) The acquisition of additional securities of the Companies, or
the disposition of securities of the Companies;
b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Companies or any of
their subsidiaries;
c) A sale or transfer of a material amount of assets of the
Companies or any of their subsidiaries;
d) Any change in the present board of directors or management of
the Companies, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on
the board;
e) Any material change in the present capitalization or dividend
policy of the Companies;
f) Any other material change in the Companies' business or
corporate structure;
g) Changes in the Companies' charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Companies by any person;
h) Causing a class of securities of the Companies to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association;
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Page 7 of 13
i) A class of equity securities of the Companies becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Act; or
j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a)-(b) KC Holdings beneficially owns an aggregate of 67,803 Shares,
or approximately 3.4% of the outstanding Shares.
Mr. Cooper beneficially owns an aggregate of 153,893 Shares, or
approximately 7.7% of the outstanding Shares. By virtue of his ownership of
approximately 7.7% of the capital stock of KC Holdings and his being the
President and a Director of KC Holdings, Mr. Cooper may be deemed to also be
the beneficial owner of the 67,803 Shares held by KC Holdings.
The percentages stated in this section are based on 2,198,148
Shares reported by the Companies to be outstanding as of February 28, 1997 in
the Companies' Quarterly Report on Form 10-Q for the quarterly period ended
February 28, 1997.
Each Reporting Person has sole power to vote, or direct the
vote, and to dispose or direct the disposition of, all Shares reported as
beneficially owned by it or him, except that Mr. Cooper, as President, a
Director and a 7.7% stockholder of KC Holdings, may be deemed to have the power
to direct the vote or the disposition of all Shares reported as beneficially
owned by KC Holdings.
Neither the filing of this statement nor any of its contents
shall be deemed to constitute an admission that any of the Reporting Persons is
the beneficial owner of any securities owned by the other Reporting Person, or
that such Reporting Persons constitute a "group" either for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended, or for any other
purpose, and such beneficial ownership and "group" designation are expressly
disclaimed.
(c) None of the Reporting Persons or, to the best knowledge of such
persons, any of the persons listed in Schedule I hereto has effected any
transactions in Shares in the past 60 days.
(d) No person other than the Reporting Persons is known to the
Reporting Persons to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares
beneficially owned by the Reporting Persons, except as otherwise set forth
herein.
(e) Not Applicable
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Page 8 of 13
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
See Item 4.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby supplemented by the addition of the following:
Joint Filing Agreement is attached hereto as Exhibit 1.
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Page 9 of 13
SCHEDULE I
Set forth below is the name, principal business, business
address and beneficial ownership of Shares of each executive officer and
director of KC Holdings, other than Milton Cooper, for whom such information is
contained in Items 2 and 5 of the Schedule 13D. Unless otherwise indicated, the
current business address of each person is c/o Kimco, Realty Corporation 3333
New Hyde Park Road, Suite 100, New Hyde Park, NY 11042-0020.
Each such person is a citizen of the United States of America.
1. Executive Officers & Directors of KC Holdings.
Name Principal Occupation or Shares Beneficially
Employment Owned
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David M. Samber Director of KC Holdings; Chief -0-
Executive Officer of Kimco Select
Investments, Inc.
Robert P. Schulman Secretary of KC Holdings; Senior -0-
Vice President and Secretary of
Kimco
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Page 10 of 13
SIGNATURE
After reasonable inquiry and the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
KC Holdings, Inc.
By: /s/ Milton Cooper
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Name: Milton Cooper
Title: President
Dated: July 3, 1997
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Page 11 of 13
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Milton Cooper
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MILTON COOPER
Dated July 3, 1997
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Page 12 of 13
EXHIBIT INDEX
Exhibit Page Number
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Exhibit 1. Joint Filing Agreement 13
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Page 13 of 13
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with all other Reporting Persons (as such term is defined in
the Schedule 13D referred to below) on behalf of each of them of a statement on
Schedule 13D (including amendments thereto) with respect to the common stock
without par value, stated value $.30 per combined share (the "Shares"), of (i)
Blue Ridge Real Estate Company and (ii) Big Boulder Corporation, both
Pennsylvania corporations, and that this Agreement may be included as an
Exhibit to such joint filing. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement as of the 3rd day of July 1997.
KC HOLDINGS, INC.
By: /s/ Milton Cooper
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Name: Milton Cooper
Title: President
/s/ Milton Cooper
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MILTON COOPER
