BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Notice of Annual Meetings of Shareholders
August 18, 1998
To The Shareholders:
The Annual Meetings of Shareholders of Blue Ridge Real Estate
Company and Big Boulder Corporation (the (Corporations() will be held on
August 18, 1998, at the Summit Lodge at Jack Frost Mountain in Kidder
Township, Carbon County, Pennsylvania, at 11:00 A.M., Local Time. The
two meetings will be held simultaneously, as a joint meeting, since
under a Security Combination Agreement between the two Corporations and
under their By-Laws, the shares of the two Corporations are combined and
traded together in unit certificates. The purposes of each meeting are
as follows:
(1) To elect Directors of each of the Corporations
(2) To transact such other business as may properly come
before the meetings.
Shareholders of record as shown by the transfer books of the
Corporations at the close of business on June 19, 1998, are entitled to
notice of and to vote at said meetings.
By order of the Board of Directors of Blue Ridge Real Estate
Company and Big Boulder Corporation.
Eldon D. Dietterick
Secretary
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Blakeslee, Pennsylvania
PROXY STATEMENT
for the
ANNUAL MEETINGS OF SHAREHOLDERS
August 18, 1998
This Proxy Statement is being mailed on or about July 6, 1998 to
the Shareholders of Record of Blue Ridge Real Estate Company and Big
Boulder Corporation (each a (Corporation( and collectively the
(Corporations() in connection with the Joint Annual Meetings of
Shareholders of the Corporations to be held on August 18, 1998, at 11:00
A.M., Local Time, at the Summit Lodge at Jack Frost Mountain, Kidder
Township, Carbon County, Pennsylvania and at any adjournment or
adjournments thereof (the (Joint Meeting().
Under a Security Combination Agreement between the Corporations and
under the By-Laws of both Corporations, shares of the two Corporations
are combined in unit certificates, each certificate representing the
same number of shares of each of the Corporations. Shares of each
Corporation may be transferred only together with an equal number of
shares of the other Corporation. For this reason, the Annual Meetings
of the Shareholders of both Corporations are held together as a Joint
Meeting. At the Joint Meeting, separate votes will be held on the
proposals concerning each Corporation, and shareholders have the right
to vote their shares differently on similar proposals presented by each
of the Corporations before the Joint Meeting. Only one Proxy Card has
been supplied to Shareholders, but this Card constitutes separate
proxies with regard to the shares of the respective Corporations, and
provides means for Shareholders to give instructions for voting their
Blue Ridge Real Estate Company shares separately from their Big Boulder
Corporation shares.
The proxies evidenced by the Proxy Card are solicited on behalf of
the Boards of Directors of the respective Corporations. Each such proxy
is subject to revocation by the Shareholder at any time before it is
voted by filing notice of revocation with the Secretary of the
Corporations or by filing a duly executed proxy bearing a later date. A
proxy may also be revoked by attending the Joint Meeting and voting in
person.
The costs of preparing, assembling and mailing this Proxy
Statement, the Notice of Meetings, the Annual Report, the enclosed form
of Proxy Card and any additional material relating to the Joint Meetings
which may be furnished to the Shareholders on behalf of the Board of
Directors subsequent to the furnishing of this Proxy Statement have been
or are to be borne by the Corporations, with each of the Corporations to
pay one-half of such costs.
In addition to the use of the mails, the Corporations may, if they
consider it desirable, solicit proxies personally or by telephone or
facsimile. Such solicitation may be made by officers, directors or
employees of the Corporations without additional compensation. Banks,
brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward the soliciting material to their principals and
to obtain authorization for the execution of proxies, in which event they
will be reimburse
A copy of the Corporations' Annual Report for the Fiscal Year ended
March 31, 1998, accompanies this Proxy Statement but is not considered a
part of the proxy-soliciting material. Additional copies of such report
are available to any Shareholder upon request.
VOTING SECURITIES
Each of the Corporations had outstanding on June 19, 1998,
1,991,892 shares of Common Stock, without par value, and neither has any
other authorized class of securities. Only Shareholders of Record of
the Corporations at the close of business on June 19, 1998 will be
entitled to vote at the Joint Meeting. Each Shareholder has the right
to cumulate his votes in the election of directors and may cumulate his
votes differently in voting for the election of directors of each
Corporation. Cumulative voting entitles the Shareholder to multiply his
shares by the number of directors (5) to be elected, and to cast the
number of votes so determined for one person or to distribute such
number, in his discretion, among two or more persons. To vote
cumulatively, a Shareholder must write the name of the nominee or
nominees selected and the number of votes to be cast for each nominee
following the words (Cumulative For( on the lines provided under Items 1
and 2 on the Proxy Card. On all other matters, each share of each of
the Corporations will be entitled to one vote.
Shares cannot be voted at the Joint Meeting unless the holder of
record is present in person or represented by Proxy. The enclosed Proxy
Card is a means by which a Shareholder may authorize the voting of his
or her shares at the Joint Meeting. If a Proxy Card is properly
executed, returned to the Corporations or their agent and not revoked,
the shares represented by such Proxy Card will be voted in accordance
with the instructions set forth thereon. Shareholders are urged to
specify their choices by marking the appropriate box of the Proxy Card.
If no instructions are given with respect to the matters to be acted
upon, the shares represented by the proxy will be voted at the
discretion of the proxy agents, as described below. If any other
matters are properly presented at the Joint Meeting, the proxy agents
will vote the proxies (which confer discretionary authority to vote on
such matters) at their discretion. A Shareholder may attend the meeting
even though he or she has executed a Proxy Card.
With respect to each Corporation, presence at the Joint Meeting, in
person or by proxy, of the holders of a majority of the shares entitled
to vote is necessary to constitute a quorum. With regard to the
election of directors, Shareholders may cumulate votes for the nominees
specified on the Proxy Card, as described above, or withhold votes for
certain or all votes that are withheld will be excluded entirely from
the vote and will have no effect. Brokers that are member firms of the
New York Stock Exchange ("NYSE"), and who hold shares of the
Corporations in street name for customers, have the authority under the
rules of the NYSE to vote those shares only with respect to the election
of directors if they have not received instructions from the beneficial
owner.
ELECTION OF DIRECTORS
Five directors of each Corporation are to be elected at the Joint
Meeting, as set forth by resolution of the Board of Directors.
The By-Laws of each of the Corporations permit up to eight members
to comprise the whole Board of Directors of each Corporation.
The persons named as proxy agents in the enclosed Proxy Card have
advised the Board of Directors of each Corporation that it is their
intention to cumulate votes in their discretion among all or less than
all of the five nominees for the Board of Directors unless a specific
direction to cumulate votes in a particular manner is included on the
Proxy Card. If elected, the directors of each Corporation will hold
office until the next Annual Meeting of such Corporation when their
successors are elected. If any vacancy shall occur because of death or
other unexpected occurrence in the slates of nominees listed below for
election as directors, the proxy agents have advised the Boards of
Directors of the Corporations that it is their intention to vote the
proxies for such substitute nominees as may be proposed by or on behalf
of the Boards of Directors of each of the Corporations.
Information with respect to the nominees, the periods during which
they have served as directors of each Corporation, their principal
occupations and their ages is set forth in the following table:
First
Became
Name Director Occupation (1) Age
Kieran E. Burke 1994 Chairman, Chief Executive Officer and 41
Director, Premier Parks, Inc. (formerly
The Tierco Group, Inc.)
Milton Cooper 1983 Chairman and Director, Kimco Realty 69
Corporation; Director, Getty Realty Corp.;
Mass Mutual Participation Investors-
Closed End Investment Co.;
Mass Mutual Investors-Closed End
Investment Co.
Michael J. Flynn 1990 Chairman of the Board, Blue Ridge 63
Real Estate Company and Big Boulder
Corporation since 1991; Vice Chairman
and Director, Kimco Realty Corporation
(since January 1996); Chairman of the
Board and President, Slattery
Associates, Inc. (November 1987-
December 1995)
Allen J. Model 1975 International Consultant, Overseas 52
Strategic Consulting, Ltd. (January,
1993-Present); Private Investor
(1991-1996); Director, Metro West Bank
Wolfgang Traber 1986 Chairman of the Board, Hanseatic 54
Corporation (August 1994-Present);
Partner and Chief Executive Officer,
HCH Hanseatic GmbH (August 1991-
August 1994); Director, Petroleum
Heat and Power Company, Inc. and
Star Gas Corporation
(1) Unless otherwise noted, the affiliations shown constitute the
individual's principal business experience for at least the last 5
years. Directorships in public companies are also identified.
Each of the nominees for election as director has stated that there
is no arrangement or understanding of any kind between him or any other
person or persons relating to his election as a director except that
such nominees have agreed to serve as a director of the Corporations if
elected.
The directors are to be elected by a plurality of the votes cast at
the Joint Meeting. The Board of Directors unanimously recommends a vote
FOR each of the nominees.
COMMITTEES AND MEETINGS
Each Board of Directors has an Executive Committee, an Audit
Committee and a Compensation Committee, but does not have a Nominating
Committee. Each Board of Directors held three meetings during Fiscal
1998.
The Executive Committee of each Corporation consists of Kieran E.
Burke, Michael J. Flynn and Allen J. Model. This Committee is empowered
to exercise all powers of the Board of Directors, except action on
dividends, during the intervening period between regular Board Meetings.
The Executive Committee did not convene in Fiscal 1998.
The Audit Committee of each Corporation, composed of Michael J.
Flynn and Allen J. Model, held one meeting during Fiscal 1998. The Audit
Committee reviews, with the Corporations' independent certified public
accountants (i) the scope of auditing procedures, (ii) the Corporations'
accounting procedures and controls, and (iii) the Corporations' audit
report and financial statements.
The Compensation Committee of each Corporation consists of Kieran
E. Burke and Michael J. Flynn. This Committee reviews general
compensation policies and reviews and recommends salary and other
adjustments for employees and executive officers. The Compensation
Committee did not convene in Fiscal 1998.
All Directors attended at least 75% of the aggregate of the total
number of meetings of the Boards of Directors and of Committees of the
Boards on which they served, except for Kieran Burke.
HOLDINGS OF COMMON STOCK
The following table sets forth, as reported to the Corporations as
of June 16, 1998, the number of shares of Common Stock of each
Corporation owned or controlled by persons who beneficially own more
than 5% of each Corporation's outstanding shares, the nominees for
Directors, the Corporations' President, and the Corporations' President
and directors as a group:
Number of Shares Percent
Beneficially of Shares
Name Owned (1) Outstanding
Kieran E. Burke -0- -0-
Milton Cooper 877,160(2) 44.04%
Michael J. Flynn 36,100(3) 1.8%
Allen J. Model 287,551(4) 14.44%
Wolfgang Traber -0- -0-
Gary A. Smith 635 *
Peter Model 266,014(5) 13.35%
310 S. Juniper Street
Philadelphia, Pa. 19107
All Executive Officers and Directors
Named Above as a Group (6 Persons) 1,201,446(6) 60.32%
*Less than 1%
(1) Beneficial ownership of shares comprises voting power (the power to
vote, or direct the voting, of such shares) and/or investment power (the
power to dispose, or to direct the disposition, of such shares).
(2) As reflected in Amendment No.7 to Schedule 13D filed with the SEC
on December 3, 1997. Includes 67,803 shares as to which Mr. Cooper
disclaims beneficial ownership; such shares are owned by KC Holdings,
Inc., a corporation for which Mr. Cooper is Chairman of the Board and
President. Mr. Cooper owns approximately 7.7% of the outstanding stock
of KC Holdings, Inc.
(3) Includes currently exercisable option to purchase 35,000 shares.
(4) As reflected in Amendment No.4 to Schedule 13D filed with the SEC
on December 12, 1997. Includes 232,693 shares held as co-trustee, with
Peter Model, of the Trust under Paragraph I, Article Sixth of the Last
Will and Testament of Leo Model; 21,663 shares held in trust for himself
and his children of which Mr. Model is trustee with another person and
1,267 shares held by his wife, Pamela Model, as to which Mr. & Mrs.
Model share voting and dispositive power.
(5) As reflected in Amendment No.4 to Schedule 13D filed with the SEC
on December 12, 1997. Beneficial ownership, for which the Corporations
are aware, includes 232,693 shares held as trustee as described in
footnote (4) above; 11,658 shares to which he exercises sole voting and
investment power; and 21,663 shares held in trust for the benefit of
Peter Model and his children as to which Peter Model, as a trustee,
shares voting and investment power.
(6) Includes option to purchase 35,000 shares identified in footnote
(3) above.
REMUNERATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth compensation information for the
last three fiscal years with respect to the President of the
Corporations. No other Employee's Annual Compensation (Salary and
Bonus) exceeded $100,000 on an annualized basis or otherwise.
Annual Compensation (1)
Name and Principal Position Year Salary
Gary A. Smith, President 1998 $143,467
1997* 111,667
1996 110,000
(1) Compensation is paid to Mr. Smith by Blue Ridge Real Estate
Company, a portion of which is then allocated to Big Boulder
Corporation.
*During fiscal 1997, each of the Corporations changed its
fiscal year-end from May 31 to March 31. The foregoing
compensation reflects amounts paid for a ten-month year (June
1, 1996-March 31, 1997), which if annualized on a twelve-month
basis would have equaled $130,000.
Director Compensation. Kieran E. Burke receives $1,000 per month
for his services to the Corporations. An annual retainer of $5,000 is
paid to Kieran E. Burke, Allen J. Model and Michael J. Flynn. An annual
retainer of $1,000 is paid to Milton Cooper, and Wolfgang Traber. All
Directors receive $1,000 for each Board Meeting they attend. Directors
do not receive compensation for committee meetings. Michael J. Flynn,
Chairman of the Board, received a $30,000 consulting fee during Fiscal
1998. Mr. Flynn has an Option to Purchase 35,000 shares of Common Stock
at $6.75 per share exercisable to July 1, 2003.
Employee Benefit Plans. The Corporations have a defined benefit
pension plan. Eligible employees of the Corporations and certain of
their subsidiaries participate in the pension plan which provides to
each such participant annual retirement income beginning at age 65 equal
product of (x) 31% of the first $10,000 of such participant's average
compensation for the five highest consecutive years in the last ten year
("final average earnings") prior to retirement during which the employee
was most highly paid plus 40% of such earnings in excess of $10,000; and
(y) the ratio of the participant's years of credited service (if less
than 15 years) to 15 years.
The table which follows shows the estimated annual benefits payable
upon retirement to persons in specified remuneration and years of
service classifications under the pension plan. The retirement benefits
shown are based upon retirement at the age of 65.
Years of Service
Average Salary* 5 10 15**
$ 15,000 1,700 3,400 5,100
$ 30,000 3,700 7,400 11,100
$ 45,000 5,700 11,400 17,100
$ 60,000 7,700 15,400 23,100
$ 75,000 9,700 19,400 29,100
$ 90,000 11,700 23,400 35,100
$ 105,000 13,700 27,400 41,100
$ 120,000 15,700 31,400 47,100
$ 135,000 17,700 35,400 53,100
$ 150,000 19,700 39,400 59,100
*Based on 5 consecutive years of highest earnings in the last 10
years.
**Minimum number of years of continuous service required to receive
maximum pension.
Remuneration covered by the pension program includes salary,
overtime and awards under an annual incentive program.
Mr. Smith has 16 years of credited service and $143,467 remuneration
for purposes of the pension program.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporations' officers, directors and persons who own more than ten
percent of a registered class of the Corporations' equity securities
((10% Holders(), to file reports of ownership and changes in ownership
with the Securities and Exchange Commission (the "Commission").
officers, directors and 10% Holders are required by Commission
regulations to furnish the Corporations with copies of all Section 16(a)
forms they file.
Based solely on a review of the copies of such forms received, or
written representations from certain reporting persons, the Corporations
believe that during the period from April 1, 1997 through March 31,
1998, all filing requirements applicable to its officers, directors and
10% Holders were fulfilled.
SHAREHOLDER PROPOSALS FOR THE 1999 ANNUAL MEETINGS
Consideration of certain matters is required at the Annual Meetings
of Shareholders, such as the election of directors. In addition,
pursuant to applicable regulations of the Securities and Exchange
Commission, Shareholders may present proposals, which are proper
subjects for inclusion in the Proxy Statement and for consideration at
the Annual Meetings, by submitting their proposals to the Corporations
at their principal offices on a timely basis. In order to be included
for the 1999 Annual Meetings, proposals must be received by March 22,
1999.
OTHER MATTERS
The Board of Directors of each Corporation are not aware of any
matters, other than those listed in the Notice of Annual Meetings, that
may be properly brought before the Joint Meeting. If, however, any
other matter not now known properly comes before the Joint Meeting, the
persons named in the enclosed Proxy Card will vote the proxies in their
discretion on such matters.
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Eldon D. Dietterick, Secretary
Dated: Blakeslee, Pennsylvania
July 6, 1998
July 10, 1998
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Blue Ridge Real Estate Company and Big Boulder Corporation-
Definitive Proxy Statement (SEC File Nos.0-2843, 0-2844)
Dear Sir or Madam:
On behalf of Blue Ridge Real Estate Company ("Blue Ridge") and Big
Boulder Corporation ("Big Boulder", and together with "Blue Ridge", the
"Companies"), we have filed via the EDGAR system pursuant to Rule 14a-
6(b) under the Securities Exchange Act of 1934, as amended, the
DEFINITIVE Proxy Statement of the Companies in connection with the 1998
Joint Annual Meeting of Stockholders of the Companies.
If you have any questions regarding the enclosed, please contact me at
(717)443-8433 or Brian J. Lynch at Morgan, Lewis & Bockius LLP at
(215)963-5523.
Very truly yours,
Eldon D. Dietterick
Corporate Secretary
Enclosure
