BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
AUGUST 15, 2000
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 15, 2000, 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 at the close of business on June 16, 2000, 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
July 5, 2000
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BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
BLAKESLEE, PENNSYLVANIA
PROXY STATEMENT
FOR THE
ANNUAL MEETINGS OF SHAREHOLDERS
AUGUST 15, 2000
This Proxy Statement is being mailed on or about July 5, 2000 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 15, 2000, 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.
2
<PAGE>
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 reimbursed upon request for their out-of-pocket
expenses incurred in connection therewith.
A copy of the Corporations' Annual Report for the Fiscal Year ended March
31, 2000, 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 16, 2000, 1,927,358 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 16, 2000 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 (4) 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.
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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
Four 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 four
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
Milton Cooper 1983 Chairman and Director, Kimco Realty 71
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 65
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 54
Strategic Consulting, Ltd. (January,
1993-Present); Private Investor
(1991-1996); Director, Metro West Bank;
Lighting Controls Inc.; Anchor Health
Properties
Wolfgang Traber 1986 Chairman of the Board, Hanseatic 56
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
<PAGE> 4
(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 2000.
The Executive Committee of each Corporation consists of 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 held one meeting
in Fiscal 2000.
The Audit Committee of each Corporation, composed of Michael J. Flynn and
Allen J. Model, held one meeting during Fiscal 2000. 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 Milton Cooper
and Michael J. Flynn. This Committee reviews general compensation policies and
reviews and recommends salary and other adjustments for employees and executive
officers. During the course of last fiscal year, Mr. Michael J. Flynn determined
the compensation of Mr.Gary A. Smith. The Compensation Committee did not convene
in Fiscal 2000.
All Directors attended 100% of the aggregate of the total number of
meetings of the Boards of Directors and of Committees of the Boards on which
they served.
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HOLDINGS OF COMMON STOCK
The following table sets forth, as reported to the Corporations as of June
16, 2000, 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' Vice President and directors as a group:
NUMBER OF SHARES PERCENT
BENEFICIALLY OF SHARES
NAME OWNED (1) OUTSTANDING
Milton Cooper 877,160(2) 45.51%
Michael J. Flynn 36,100(3) 1.87%
Allen J. Model 287,551(4) 14.92%
Wolfgang Traber -0- -0-
Gary A. Smith 731 *
Melanie Murphy 10 *
Peter Model 266,014(5) 13.80%
310 S. Juniper Street
Philadelphia, Pa. 19107
All Executive Officers and Directors
Named Above as a Group (6 Persons) 1,201,552(6) 62.34%
*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.
<PAGE> 6
2000 ANNUAL COMPENSATION FOR THE TOP OFFICERS
Annual Compensation (1)
Name and Principal Other Annual
Position Year Salary($) Bonus($) Compensation($)
(2) Options/SARS(#)
Gary A. Smith 2000 $125,000 $28,000 $1,506
Chief Executive 1999 125,000 32,000 570
Officer &
President 1998 113,467 30,000 1,070
Melanie Murphy 2000 $ 85,000 $22,000 $1,369
Vice President of 1999 78,269 26,000 1,570
Operations 1998 73,462 24,000 1,447
Long-Term
Compensation
Awards
Securities
Underlying All Other
Compensation($)
Gary A. Smith 0 0
0 0
0 0
Melanie Murphy 0 0
0 0
0 0
(1) Compensation is paid to Mr. Smith and Ms. Murphy by Blue Ridge Real
Estate Company, a portion of which is then allocated to Big Boulder Corporation.
(2) Personal use of Company Vehicle
Director Compensation. An annual retainer of $5,000 is paid to 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 $35,000 consulting fee
during Fiscal 2000. 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
$ 160,000 21,000 42,000 63,000
*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 17 years of credited
service and $153,000 remuneration for purposes of the pension program. Ms.
Murphy has 16 years of credited service and $107,000 remuneration for purposes
of the pension program.
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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, 1999 through March 31, 2000, all filing
requirements applicable to its officers, directors and 10% Holders were
fulfilled.
SHAREHOLDER PROPOSALS FOR THE 2001 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 2001 Annual Meetings, proposals must be received by
March 16, 2001.
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 5, 2000
