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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 7)
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
November 25, 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 9 Pages
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Page 2 of 9
SCHEDULE 13D
CUSIP No. 096005 4 20 2 (common), 096005 4 10 3 (unit)
1. Name of Reporting Person
Kimco Realty Services, Inc.
2. Check The Appropriate Box If A Member of Group [ ]
3. SEC Use Only
4. Source of Funds
OO, 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
0
Number of
Shares 8. Shared Voting Power
Beneficially 655,464
Owned By
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
655,464
11. Aggregate Amount Beneficially Owned By Each Reporting Person
655,464
12. Check Box if The Aggregate Amount In Row (11) Excludes Certain Shares
[x] (excludes Shares held by KC Holdings, Inc. and Milton Cooper)
13. Percent Of Class Represented By Amount In Row (11)
32.9%
14. Type of Reporting Person
CO
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Page 3 of 9
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 If The Aggregate Amount In Row (11) Excludes Certain Shares
[x] (excludes Shares owned by Kimco Realty Services, Inc. and Milton
Cooper)
13. Percent Of Class Represented By Amount In Row (11)
3.4%
14. Type of Reporting Person
CO
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Page 4 of 9
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
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 655,464
Owned By
Reporting 9. Sole Dispositive Power
Person 153,893
With
10. Shared Dispositive Power
655,464
11. Aggregate Amount Beneficially Owned By Each Reporting Person
809,357
12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
[x] (excludes shares held by KC Holdings, Inc.)
13. Percent Of Class Represented By Amount In Row (11)
40.6%
14. Type of Reporting Person
IN
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Page 5 of 9
This Amendment No. 7 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, Amendment No. 3 thereto filed
on November 18, 1986, Amendment No. 4 filed on July 3, 1997, Amendment No. 5
filed on August 25, 1997 and Amendment No. 6 filed on October 27, 1997
(collectively, the "Schedule 13D") by Milton Cooper, KC Holdings, Inc., Kimco
Realty Services, Inc. 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, and unless amended or supplemented
hereby, all information previously filed remains in effect):
Item 3. Source and Amount of Funds or Other Consideration
On November 25, 1997 Services purchased 100,000 Shares in a
privately negotiated transaction.
The funds to purchase the 100,000 Shares totaling $1,050,000
were obtained from (i) Services' working capital and (ii) a loan from Kimco
Realty Corporation.
Item 5. Interest in Securities of the Issuer
(a)-(b) Services beneficially owns an aggregate of 655,464
Shares, or approximately 32.9% of the outstanding Shares.
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 and President, Director and the holder
of a majority of the common stock of Services, Mr. Cooper may be deemed to also
be the beneficial owner of the 67,803 and 655,464 Shares held by KC Holdings and
Services respectively.
The percentages stated in this section are based on 1,992,014
Shares reported by the Companies to be outstanding as of September 30, 1997 in
the Companies' Quarterly Report (Form 10-Q) filed November 14, 1997.
Each Reporting Person has sole power to vote, or direct the
vote, and to dispose of, or direct the disposition of, all Shares reported as
beneficially owned by it or him, except that Mr. Cooper, as President, a
Director and the holder of a majority of common stock of Services and 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 Services and
KC Holdings.
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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.
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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.
Kimco Realty Services, Inc.
By: /s/ Milton Cooper
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Name: Milton Cooper
Title: President
Dated: December 2, 1997
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Page 8 of 9
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: December 2, 1997
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Page 9 of 9
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 December 2, 1997
