BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Notice of Annual Meetings of Shareholders
October 4, 1995
To The Shareholders:
The Annual Meetings of Shareholders of Blue Ridge Real Estate Company and Big
Boulder Corporation (the "Corporations") will be held 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 August 15, 1995, 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.
Lois K. McCurdy
Secretary
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BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Blakeslee, Pennsylvania
PROXY STATEMENT
for the
ANNUAL MEETINGS OF SHAREHOLDERS
October 4, 1995
This Proxy Statement is being mailed on or about September 1, 1995, 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 Wednesday, October 4, 1995, at 11:00 A.M., Local Time, at the
Summit Lodge at Jack Frost Mountain, Kidder Township, Carbon County, PA. 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
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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 May 31,
1995, 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 August 15, 1995, 2,004,014 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 August 15, 1995, 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 (6) 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 below, or withhold votes for certain or all
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nominees; 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 with respect to the election of Directors if they have not received
instructions from the beneficial owner.
ELECTION OF DIRECTORS
Six 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 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 six 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 of 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 38
Director Premier Parks, Inc.(formerly The
Tierco Group, Inc.); President,Chief Execu-
tive Officer and Director of Premier Parks,
Inc. (from 1989 through June 1994)
Milton Cooper 1983 Chairman, Kimco Realty Corporation; 66
Director, Getty Petroleum Corporation;
Mass Mutual Participation Investors;
Mass Mutual Corporate Investors
Michael J. Flynn 1990 Chairman of the Board, Blue Ridge Real 60
Estate Company and Big Boulder Corpora-
tion since 1991; Chairman of the Board
and President, Slattery Associates, Inc;
Director, Slattery Group, Inc.,
Director, Kimco Realty Corporation
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Allen J. Model 1975 President and Director of S.M.C. Trading 49
(January, 1993-Present); Vice President
and Director of Overseas Strategic
Consulting (January, 1993-Present); Legal
Consultant and self-employed private
Investor; Director,Framingham Savings Bank
J.Anthony V.Townsend 1977 Executive Director, Finsbury Asset 47
Management, Limited; Deputy Chairman,
Rea Brothers Group, Plc.
Wolfgang Traber 1986 Managing Director, Hanseatic Corp. 51
& Co. (August 1991-Present); Managing
Director, Hanseatic Corporation (April
1988-July 1990); Director, Petroleum
Heat and Power Co., Inc.
(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. The Boards
of Directors held four meetings during Fiscal 1995.
The Executive Committee of each Corporation consists of Milton Cooper,
Michael J. Flynn, Allen J. Model and Wolfgang Traber. This Committee is
empowered to exercise all powers of the Boards of Directors, except action
on dividends, during the intervening period between regular Board Meetings.
The Executive Committee did not convene in Fiscal 1995.
The Audit Committee of each Corporation, composed of Allen J. Model,
Michael J. Flynn and Wolfgang Traber, held one meeting during Fiscal 1995.
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.
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The Compensation Committee of each Corporation consists of Milton Cooper,
Michael J. Flynn, Allen J. Model and J. Anthony V. Townsend. 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 1995
All Directors attended all the meetings of the Boards of Directors and of
Committees of the Boards on which they served.
HOLDINGS OF COMMON STOCK
The following table sets forth, as reported to the Corporations as of July
15, 1995, 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 150,096(2) 7.5%
Michael J. Flynn 46,100(3) 2.3%
Allen J. Model 387,743(4) 19.3%
J. Anthony V. Townsend -0- -0-
Wolfgang Traber 72,264(5) 3.6%
Gary A. Smith 523 *
Peter Model 368,384(6) 18.4%
310 S. Juniper Street
Philadelphia, Pa. 19107
Rea Brothers (Guernsey), Limited 271,972(7) 13.6%
Rea Brothers (Investment Management), Ltd.
Reamann Trust Company
c/o Rea Brothers (Guernsey), Limited
Commerce House, LesBanques
St. Peter Port, Guernsey
Finsbury Asset Management, Limited 146,000(8) 7.3%
Finsbury Trust, Plc
Finsbury Growth Trust, Plc
Finsbury Smaller Companies Trust, Plc
Alderman's House, Alderman's Walk
London EC2M 3XR England
Ocean Wilsons (Investments) Limited
Clarendon House
Church Street West
Hamilton HM DX, Bermuda
Brown Brothers Harriman & Co. 333,900(9) 16.7%
59 Wall Street
New York, N.Y. 10005
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All Executive Officers and Directors
Named Above as a Group (6 Persons) 656,726(10) 32.8%
*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) Includes 67,803 shares owned by a corporation of which Mr. Cooper is
Chairman of the Board.
(3) Includes currently exercisable option to purchase 45,000 shares.
(4) As reflected in Amendment Three to the joint Schedule 13D filed with the
SEC includes 302,063 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; 28,121 shares held in trust for himself and his children of which Mr.
Model is trustee with another person; and 14,467 shares owned by the Leo
Model Foundation (the "Foundation") as to which Allen J. Model and Peter
Model, as officers of the Foundation, share voting and investment power with
the Foundation. Mr. Model disclaims beneficial ownership of the shares held
by the Foundation.
(5) Mr. Traber owns a significant interest in a corporation which has voting
and investment power over the securities reported above, for which Mr. Traber
disclaims beneficial ownership.
(6) Beneficial ownership, for which the Corporations are aware, includes
302,063 shares held as trustee as described in footnote (4) above; 23,733
shares to which he exercises sole voting and investment power; 28,121 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; and 14,467
shares owned by the Foundation, as described in footnote (4) above.
(7) As reflected in Amendment Eleven to the joint Schedule 13D filed with
the SEC on February 22, 1994, voting and investment power is exercised as
follows: Rea Brothers (Guernsey) Limited ("RBG"), sole investment regarding
162,753 shares (including 32,000 shares for which RBG has sole voting power);
Rea Brothers (Investment Management) Limited ("Investment"), sole investment
power regarding 11,719 shares; and Reamann Trust Company ("Trust"), sole
investment and voting power regarding 97,500 shares. Trust, the trustee of a
discretionary settlement account, is indirectly owned by Rea Brothers Group
Plc which also directly or indirectly owns all of the shares of stock of RBG
and Investment. As reflected in the Schedule 13D, Trust disclaims bene-
ficial ownership of any shares beneficially owned by Investment or RBG.
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(8) The following is based upon information reflected in Amendment Five to a
group Schedule 13D filed with the SEC on February 22, 1994. Finsbury
Asset Management Limited holds the 146,000 shares under a discretionary
management agreement with shared investment power over such shares. In
addition, the following entities have sole voting power and shared investment
power with respect to certain of such shares as specified below: Finsbury
Trust Plc ("FTP"), 61,000 shares; Ocean Wilsons (Investments) Limited
("Ocean"), 30,000 shares; Finsbury Growth Trust Plc ("FGT"), 34,000 shares;
and Finsbury Smaller Companies Trust Plc ("FSCT"), 21,000 shares. The
ordinary shares of each of FTP, Ocean, FGT and FSCT (the "Investment
Companies") are listed and traded on The Stock Exchange, London. Each of
the Investment Companies is owned, directly or indirectly, and in varying
degrees by certain of the other Investment Companies. In the aggregate,
the Investment Companies own, directly or indirectly, approximately 28% of
the shares of Rea Brothers Group Plc.
(9) Ownership information is presented on the basis of correspondence from
Brown Brothers Harriman & Co., which disclaims any beneficial ownership of
all such shares due to the fact that they are held for various clients.
Aggregate shares listed in table include shares held in two separate accounts
that each represent more than five percent of the Corporations' outstanding
shares and which are listed separately in this table. Brown Brothers acts as
custodian for such shares and has sole voting and investment power.
(10) Includes option to purchase 45,000 shares identified in footnote (3)
above.
REMUNERATION OF EXECUTIVE OFFICERS AND DIRECTORS
The following table sets forth compensation information for the Fiscal Year
ended May 31, 1995, with respect to the President of the Corporations whose
aggregate salary and bonus exceeded $100,000.
Annual Compensation (1)
Name and Principal
Position Year Salary Bonus
Gary A. Smith, President 1995 $110,000 $6,000
(1) Compensation is paid to Mr. Smith by Blue Ridge Real Estate Company, a
portion of which is then allocated to Big Boulder Corporation
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, J. Anthony V. Townsend 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 1995. Mr.
Flynn has an option, granted in Fiscal 1991 and amended in Fiscal 1992, with
the right to purchase 35,000 shares of Common Stock; in Fiscal 1994, he was
granted an Option for an additional 10,000 shares.
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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 to the
product of (x) 31% of the first $10,000 of such participant's average
compensation for the five years in the last ten years ("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 year 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
*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 13 years of credited service and $116,000 in Fiscal 1995
remuneration for purposes of the pension program.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
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 that no Form 5 was required
for those persons, the Corporations believe that during the period from June
1, 1994 through May 31, 1995, all filing requirements applicable to its
Officers, Directors and 10% Holders were fulfilled.
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SHAREHOLDER PROPOSALS FOR THE 1996 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, share-
holders 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 1996 Annual Meetings,
proposals must be received by April 29, 1996.
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
Lois K. McCurdy, Secretary
Dated: Blakeslee, Pennsylvania
August 15, 1995
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