SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 26, 1997
Blue Ridge Real Estate Company
Big Boulder Corporation
(Exact name of registrant as specified in its charter)
Pennsylvania (State of other jurisdiction of incorporation)
0-28-44 (Blue Ridge) 24-0854 342 (Blue Ridge)
0-28-43 (Big Boulder) 24-0822326 (Big Boulder)
(Commission File Number) (IRS Employer Identification Number)
P. O. Box 707, Blakeslee, Pennsylvania 18610-0707
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(717) 443-8433
Not applicable
(Former name or former address, if changed since last report)
Under a Security Combination Agreement between Blue Ridge Real Estate
Company ("Blue Ridge") and Big Boulder Corporation ("Big Boulder") (referred
to as the "Corporations") and under the by-laws of the Corporations, shares
of the Corporations are combined in unit certificates, each certificate
representing the same number of shares of each of the Corporations. Shares
of either of the Corporations may be transferred only together with an
equal number of shares of the other Corporation. For this reason, a
combined Blue Ridge/Big Boulder Form 8-K is being filed. Except as
otherwise indicated, all information applies to both Corporations.
Item 5. Other Events.
On August 21, 1997, Kimco Realty Services, Inc. ("Services") made two
negotiated purchases of common stock of the Corporations ("Shares"),
involving a total of 530,364 Shares for $5,535,580 (the "Purchases").
The Purchases were financed (i) through a loan from Kimco
Realty Corporation ("Kimco") to Services and (ii) from Services' working
capital. The settlement date for the Purchases occurred on August 26, 1997.
The Purchases were made for investment purposes.
Milton Cooper, a director of the Corporations, is the 100% stockholder of
Services. For the reasons described in greater detail below, Mr. Cooper may
be deemed to beneficially own 752,060 Shares, or 37.7% of the outstanding
Shares. Mr. Cooper owns approximately 7.7% of the capital stock of KC
Holdings, Inc. ("KC Holdings"). Mr. Cooper is the Chairman of the Board of
Directors and President of KC Holdings and is the Chief Executive Officer
of Kimco. With respect to the 752,060 Shares Mr. Cooper may be deemed to
beneficially own, Services holds 530,364 Shares, KC Holdings holds 67, 803
Shares and Mr. Cooper holds 153,893 Shares. By virtue of his ownership
interest, management position and directorship with KC Holdings and
Services, Mr. Cooper may be deemed to be the beneficial owner of the 67,803
Shares and 530,364 Shares held by KC Holdings and Services, respectively.
The foregoing information is based upon disclosures contained in Amendment
No. 5 to Schedule 13D filed by Mr. Cooper, Services and KC Holdings
with respect to beneficial ownership of Shares.
The Purchases were made subsequent to Board and shareholder action which made
Subchapter 25E of the Pennsylvania Business Corporation Law (the "PBCL")
inapplicable to the Corporations (the "Amendment").
As disclosed in the proxy statement concerning the Corporations' 1997
Annual Meetings of Shareholders, the proposal to effect the Amendment
occurred after Mr. Cooper, a director of the Corporations since 1983, held
discussions with members of the Corporations' management and Board of
Directors about his desire, through affiliates, to purchase significant
additional Shares. At such time, Mr. Cooper had an approximate 11%
beneficial ownership interest in the outstanding Shares.
During such discussions, (i) Mr. Cooper represented that neither he nor
his affiliates had any intention to complete such purchases in order to
acquire or take the Corporations' private and (ii) Mr. Cooper indicated
that such purchases would be made if available on terms satisfactory to
Mr. Cooper and if the shareholders of the Corporations voted to approve
the Amendment. On July 1, 1997, the Board of Directors of the
Corporations approved by Board action the Amendment and resolved to seek
shareholder approval of the Amendment. On August 12, 1997, at the
Corporations' Annual Meetings of Shareholders, each of the Corporation's
shareholders approved the Amendment. Consequently, Subchapter 25E of the
PBCL is not applicable to the Corporations.
In addition, on July 1, 1997, the Board of Directors of the Corporations
resolved that purchases of Shares by Mr. Cooper and his affiliates were
approved for purposes relevant to certain of the "interested shareholder"
provisions that would have otherwise been applicable under Subchapter 25F
of the PBCL.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the Corporations has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Blue Ridge Real Estate Company
Date: September 10, 1997 By: /s/ Gary A. Smith
Gary A. Smith
President
Big Boulder Corporation
Date: September 10, 1997 By: /s/ Gary A. Smith
Gary A. Smith
President
