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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
(Name of Issuer)
Common Stock without par value, stated value $.30 per combined share
(Title of Class of Securities)
096005 4 20 2 (common)
096005 4 10 3 (unit)
(CUSIP Number)
Milton Cooper
c/o Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, NY 11042-0020
(516) 869-9000
(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
August 21, 1997
(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 14 Pages
Exhibit index is on Page 13
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Page 2 of 14
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 530,364
Owned By
Reporting 9. Sole Dispositive Power
Person 0
With
10. Shared Dispositive Power
530,364
11. Aggregate Amount Beneficially Owned By Each Reporting Person
530,364
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)
26.6%
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
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 [ ]
(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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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 530,364
Owned By
Reporting 9. Sole Dispositive Power
Person 153,893
With
10. Shared Dispositive Power
530,364
11. Aggregate Amount Beneficially Owned By Each Reporting Person
684,257
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)
34.3%
14. Type of Reporting Person
IN
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This Amendment No. 5 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, and Amendment No. 4 filed on July 3, 1997 (collectively,
the "Schedule 13D") by Milton Cooper, KC Holdings, 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):
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 100% 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 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)
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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 August 21, 1997 Services made two negotiated purchases of Shares, in
separate transactions, which included a purchase of 458,100 Shares and a
purchase of 72,264 Shares, from the respective owners through agents. The
settlement date for both of these transactions will be August 26, 1997.
The funds to purchase the 530,364 Shares totaling $5,535,580.00 were
obtained (i) through a loan from Kimco to Services and (ii) from Services'
working capital.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares held by them for investment
purposes.
Mr. Cooper had held discussions with members of management and the Board of
Directors of the Companies about his desire, through affiliates, to purchase
additional Shares, which would potentially significantly increase his ownership
interest in the Companies, possibly to greater than 20% of the outstanding
Shares. Such purchases require that 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 that Subchapter 25E is not
applicable to the Companies; the Board has recommended that the shareholders
approve such amendment. On August 12, 1997, following the recommendation and
approval of the Board of Directors of the Companies, the shareholders of the
Companies so voted and the Companies' Articles of Incorporation were amended
to provide that Subchapter 25E is not applicable to the Companies.
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:
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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
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 530,364 Shares, or
approximately 26.6% 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 100%
stockholder of Services, Mr. Cooper may be deemed to also be the beneficial
owner of the 67,803 and 530,364 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 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 100%
stockholder of Services and 7.7% stockholder of Services and KC Holdings, may be
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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. 4 to the
Schedule 13D, filed on July 3, 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
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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SCHEDULE I
Set forth below is the name, principal business, business address and
beneficial ownership of Shares of each executive officer and director of Kimco
Realty Services, Inc., 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 Kimco Realty Services, Inc.
Name Principal Occupation or Shares Beneficially
Employment Owned
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Arthur Friedman Director and Secretary of Services, -0-
Certified Public Accountant.
Sol Denbaum Director of Services; Vice -0-
President-Maintenance of Kimco
(retired)
Michael V. Pappagallo Chief Financial Officer of Services -0-
and Kimco
Joseph Hogan Vice President of Services -0-
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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: August 21, 1997
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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.
KC Holdings, Inc.
By: /s/ Milton Cooper
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Name: Milton Cooper
Title: President
Dated: August 21, 1997
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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 August 21, 1997
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Page 13 of 14
EXHIBIT INDEX
Exhibit Page Number
- ------- -----------
Exhibit 1. Amended and Restated Joint Filing Agreement 14
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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
21st day of August 1997.
KC HOLDINGS, INC.
By:/s/ Milton Cooper
-------------------
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
