<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 6)
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
October 27, 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 Pages
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 555,464
Owned By
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
555,464
11. Aggregate Amount Beneficially Owned By Each Reporting Person
555,464
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)
27.9%
14. Type of Reporting Person
CO
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Page 3 of 13 Pages
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 13 Pages
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 555,464
Owned By
Reporting 9. Sole Dispositive Power
Person 153,893
With
10. Shared Dispositive Power
555,464
11. Aggregate Amount Beneficially Owned By Each Reporting Person
709,357
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)
35.6%
14. Type of Reporting Person
IN
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Page 5 of 13 Pages
This Amendment No. 6 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 and Amendment No. 5
filed on August 25, 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
amendment or supplemented hereby, all information previously filed remains in
effect):
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 Kimco Realty Services,
Inc. ("Services"), KC Holdings, Inc. ("KC Holdings") and Milton Cooper, the
Chairman of the Board of Directors and President of each of Services and KC
Holdings (each, a "Reporting Person" and, collectively, the "Reporting
Persons").
Services is a Delaware corporation whose principal business is to
provide certain construction and other services relating to commercial real
estate and such other investment activities as deemed appropriate by its board
of directors from time to time. Services' principal place of business is 3333
New Hyde Park Road, New Hyde Park, New York 11042-0020.
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 and Services. Mr. Cooper owns approximately 7.7% of the outstanding
stock of KC Holdings and 60% of the outstanding common stock of Services. 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 and Services, other than Mr. Cooper, required by Instruction C of
Schedule 13D is set forth on Schedule I to Amendments 4 and 5 to the Schedule
13D and incorporated herein by reference.
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Page 6 of 13 Pages
(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.
Item 3. Source and Amount of Funds or Other Consideration
On September 2, 1997, September 8, 1997 and October 24, 1997
Services purchased 10,000 Shares, 5000 Shares and 10,100 Shares, respectively,
in separately negotiated private transactions.
The funds to purchase the 25,100 Shares totaling $263,550 were
obtained (i) from Services' working capital.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares held by them for
investment purposes.
From time to time the Reporting Persons may consider
purchasing additional Shares in negotiated purchases or open market
transactions.
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;
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
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Page 7 of 13 Pages
j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a)-(b) Services beneficially owns an aggregate of 555,464
Shares, or approximately 27.9% 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 a majority
stockholder of Services, Mr. Cooper may be deemed to also be the beneficial
owner of the 67,803 and 555,464 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 July 10, 1997 in the
Companies' Proxy Statement filed July 16, 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 a majority stockholder 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.
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) Other than the transactions described in Amendment No. 5 to the
Schedule 13D, filed on August 25, 1997, none of the Reporting Persons or, to the
best knowledge of such persons, none 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 Pages
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:
Amended and Restated Joint Filing Agreement is attached hereto
as Exhibit 1.
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Page 9 of 13 Pages
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
------------------------
Name: Milton Cooper
Title: President
Dated: October 27, 1997
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Page 10 of 13 Pages
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
------------------------
Name: Milton Cooper
Title: President
Dated: October 27, 1997
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Page 11 of 13 Pages
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 October 27, 1997
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Page 12 of 13 Pages
EXHIBIT INDEX
Exhibit Page Number
Exhibit 1. Amended and Restated Joint Filing Agreement 14
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Page 13 of 13 Pages
EXHIBIT 1
AMENDED AND RESTATED 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 27st day of October 1997.
KC HOLDINGS, INC.
By:/s/ Milton Cooper
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Name: Milton Cooper
Title: President
KIMCO REALTY SERVICES, INC.
By:/s/ Milton Cooper
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Name: Milton Cooper
Title: President
/s/ Milton Cooper
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MILTON COOPER
