UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Blue Ridge Real Estate Company and
Big Boulder Corporation
- -------------------------------------------------------------------------------
(Name of Issuer)
Capital Stock, without par value, stated value $.30 per combined share of Blue
Ridge
Real Estate Company and Big Boulder Corporation
- -------------------------------------------------------------------------------
(Title of Class of Securities)
096005103
-----------------------------------------
(CUSIP Number)
Inna Vysman, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
(212) 859-8768
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 23, 1997 and November 25, 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 the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 096005103 Page 2 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Trust Under Paragraph I, Article Sixth U/LW/T Leo Model
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [x]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 232,693
BENEFICIALLY 8 SHARED VOTING POWER
None
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
232,693
PERSON WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
232,693
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
14 TYPE OF REPORTING PERSON*
00
SCHEDULE 13D
CUSIP No. 09600513 Page 3 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
None
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
None
PERSON WITH
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 096005103 Page 4 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Allen Model
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
31,928
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
255,623
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
31,928
PERSON WITH
10 SHARED DISPOSITIVE POWER
255,623
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
287,551
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.4%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 096005103 Page 5 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Peter Model
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
11,658
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
254,356
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER
11,658
PERSON WITH
10 SHARED DISPOSITIVE POWER
254,356
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
266,014
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14 TYPE OF REPORTING PERSON*
CO
IN
This Amendment No. 4 amends and restates the entire text of
the Schedule 13D (the "Statement") filed by the Estate of Leo Model
(the "Estate"), Jane and Leo Model Foundation, Inc., a New York
corporation (the "Jane and Leo Foundation"), and Allen Model and Peter
Model (the "Models") with the Securities and Exchange Commission (the
"Commission") on May 3, 1982, as it was amended by Amendment No. 1,
filed with the Commission on May 24, 1983 by the Estate, the Jane and
Leo Foundation and the Models ("Amendment No. 1"), Amendment No. 2,
filed with the Commission on July 9, 1985 ("Amendment No. 2") by the
Estate, the Jane and Leo Foundation, the Models and the Trust under
Paragraph I, Article Sixth under the Last Will and Testament of Leo
Model (the "Lead Trust"), and Amendment No. 3, filed with the
Commission on May 23, 1991 by the Lead Trust, Leo Model Foundation,
Inc., a New York corporation which was the successor by merger to the
Jane and Leo Foundation (the "Leo Foundation"), and the Models
("Amendment No. 3").
Item 1. Security and Subject Company
----------------------------
This statement relates to the shares of Capital Stock,
without par value, stated value $.30 per combined Share (the
"Shares"), of Blue Ridge Real Estate Company and Big Boulder
Corporation (together, the "Issuer"), each corporation organized under
the laws of the state of Pennsylvania and each having its principal
office at Route 940 Mosewood Road, Blakeslee, Pennsylvania 18610.
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.
Item 2. Identity and Background
-----------------------
(a) This Amendment No. 4 is being filed on behalf of the
Lead Trust, the Leo Foundation and the Models (collectively, the
"Reporting Persons"). Allen Model and Peter Model are the trustees of
the Lead Trust which has as its beneficiaries certain charities. The
issue of Allen Model and Peter Model have a remainder interest in the
Lead Trust. Allen Model and Peter Model are directors, and Allen Model
is President and Peter Model is a Vice-President, of the Leo
Foundation.
(b) The addresses of the Reporting Persons are:
Business: Peter and Allen Model, Trustees
Trust under Para. I, Art. Sixth U/L/W/T
Leo Model
c/o Mr. Allen Model
Model Entities
310 South Juniper Street
Philadelphia, Pennsylvania 19107
Business: Leo Model Foundation, Inc.
c/o Mr. Allen Model
Model Entities
310 South Juniper Street
Philadelphia, Pennsylvania 19107
Residence: Allen Model
663 Bethlehem Pike
Flourtown, Pennsylvania 19031
Residence: Peter Model
500 East 63rd Street
New York, New York 10021
(c) The principal occupations of Allen Model and Peter Model
are as follows:
Allen Model is a principal of Model Entities, 310 South
Juniper Street, Philadelphia, Pennsylvania and Peter Model is a
professor at Rockefeller University, 1230 York Avenue, New York, New
York.
Schedule E, attached hereto, contains certain information
with respect to the directors and executive officers (other than Allen
Model and Peter Model) of the Leo Foundation, including their
residence addresses, their principal occupations or employment, and
the names, principal businesses and addresses of any corporation or
other organization in which such employment is conducted.
(d) Neither the Leo Foundation, Allen Model, Peter Model
nor, to the knowledge of any of the Reporting Persons, any of the
persons named in Exhibit E, has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) Neither the Leo Foundation, Allen Model, Peter Model
nor, to the knowledge of any of the Reporting Persons, any of the
persons named in Exhibit E, was, during the last five years, a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in 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.
(f) Allen Model, Peter Model and, to the knowledge of the
Reporting Persons, the persons named in Exhibit E are citizens of the
United States.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The Shares were acquired by the Estate upon the death of
Leo Model on February 21, 1982.
Item 4. Purpose of Transaction
----------------------
This Statement was originally filed because, as a result
of the death of Leo Model on February 21, 1982, the Estate (of which
Hans J. Frank, Allen Model and Peter Model were the executors )
acquired 302,063 Shares or approximately 13.7% of the total number of
Shares outstanding at that time.
The Reporting Persons and, to the knowledge of the
Reporting Persons, the persons named in Exhibit E are presently
holding their Shares for investment and do not have any plans or
proposals which relate to or would result in any of the matters
referred to in paragraphs (a) - (j) of Item 4 of Schedule 13D. The
Reporting Persons and, to the knowledge of the Reporting Persons, the
persons named in Exhibit E, intend to review on a continuing basis
their respective investments in the Issuer and may, depending on their
evaluation of the Issuer's business and prospects and upon future
developments, determine to increase or decrease, to dispose of or
continue to hold such investments.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) - (b)
(i) As of April 21, 1982, the Estate beneficially
owned 302,063 Shares or approximately 13.7% of the total number of
Shares outstanding at that time. These Shares did not include Shares
owned by the Jane and Leo Foundation and Allen Model or Peter Model,
individually, or as trustees, as to which the Estate disclaimed
beneficial ownership.
As was previously reported in Amendment No. 2 to the
Statement, on June 3, 1985, the Estate distributed 302,063 Shares,
constituting all of the Shares held by it, to the Lead Trust.
Subsequent to the filing of Amendment No. 2, the Estate ceased to be a
Reporting Person.
(ii) As a result of the aforesaid distribution, the
Lead Trust beneficially owned 302,063 Shares or approximately 13.7% of
the 2,198,148 Shares reported to be outstanding on February 28, 1985
and June 29, 1990. As a result of the sales described under Item 5(c),
as of the date of this Amendment No. 4, the Lead Trust beneficially
owns 232,693 Shares or approximately 11.7% of the 1,992,014 Shares
reported to be outstanding on September 30, 1997 (the "Outstanding
Shares"). Those Shares did not include Shares owned by Allen Model or
Peter Model, individually or as trustees other than under the Lead
Trust, the Leo Foundation or the Jane and Leo Foundation, as
applicable, as to which the Lead Trust disclaims beneficial ownership.
(iii) As of April 21, 1982 and July 8, 1985, the
Jane and Leo Foundation beneficially owned 14,467 Shares or
approximately 0.7% of the total number of Shares outstanding on April
21, 1982 and February 28, 1985, respectively, as to which Allen Model
and Peter Model, as directors and officers, shared voting and
dispositive power. Those Shares did not include Shares owned by the
Lead Trust and Allen Model or Peter Model, individually or as
trustees, as to which the Jane and Leo Foundation disclaimed
beneficial ownership.
As was previously reported in Amendment No. 3 to the
Statement, on July 12, 1985, the Jane and Leo Foundation was merged
into the Leo Foundation, and the surviving corporation, the Leo
Foundation, succeeded to the ownership of 14,467 Shares, constituting
all of the Shares which previously had been held by the Jane and Leo
Foundation. Subsequent to the filing of Amendment No. 3, the Jane and
Leo Foundation ceased to be a Reporting Person.
As a result, as of July 12, 1985, the Leo Foundation
beneficially owned 14,467 Shares or approximately 0.7% of the
2,198,148 Shares reported to be outstanding on February 28, 1985, as
to which Allen Model and Peter Model, as directors and officers,
shared voting and dispositive power. These Shares did not include
Shares owned by the Lead Trust and Allen Model or Peter Model,
individually or as trustees, as to which the Leo Foundation disclaimed
beneficial ownership.
On June 17, 1996, the Leo Foundation disposed of
2,000 Shares on the over-the-counter market. On October 23, 1997 and
November 25, 1997, the Leo Foundation disposed of the remainder of the
Shares owned by it (see Item 5(c) of this Amendment No. 4).
Consequently, the Leo Foundation beneficially owns no Shares.
Subsequent to the filing of this Amendment No. 4, the Leo Foundation
will cease to be a Reporting Person.
(iv) As of April 21, 1982, Allen Model directly and
beneficially owned 41,825 Shares or approximately 1.9% of the total
number of Shares outstanding, as to which he exercised sole voting and
dispositive power. Those Shares did not include the following Shares
as to which Allen Model disclaimed beneficial ownership: 28,121 Shares
held in trust for the benefit of Allen Model and his children and as
to which Allen Model and Francis D. Adams, as trustees, shared voting
and dispositive power; 302,063 Shares owned by the Estate; 14,467
Shares owned by the Jane and Leo Foundation; and 66,518 Shares held in
an inter-vivos trust (the "Inter-vivos Trust") created under an
Indenture dated March 21, 1977 as to which Allen Model and Peter
Model, as trustees, shared voting and dispositive power.
As was previously reported in Amendment No. 1, on
March 17, 1983 and March 31, 1983, the Inter-vivos Trust distributed
56,518 and 10,000 Shares respectively to two charitable institutions.
Those 66,518 Shares constituted all of the Shares previously held by
the Inter-vivos Trust. Accordingly, as of such dates, Allen Model, who
was a co-trustee of the Inter-vivos Trust, may no longer be deemed to
beneficially own these Shares.
As of July 8, 1985, Allen Model directly and
beneficially owned 41,825 Shares or approximately 1.9% of the Shares
reported to be outstanding on February 28, 1985, as to which he
exercised sole voting and dispositive power. Allen Model may have also
been deemed for purposes of Section 13(d) to beneficially own the
following Shares: 28,121 Shares held in trust for the benefit of Allen
Model and his children and as to which Allen Model and Francis D.
Adams, as trustees, shared voting and dispositive power; 302,063
Shares owned by the Lead Trust; and 14,467 Shares owned by the Jane
and Leo Foundation.
As of May 22, 1991, Allen Model directly and
beneficially owned 41,825 Shares as to which he exercised sole voting
and dispositive power. Allen Model may have been deemed for purposes
of Section 13(d) to beneficially own the following Shares in addition
to those Shares which he may have been deemed for purposes of Section
13(d) to beneficially own as of July 8, 1985: 1,267 Shares held by his
wife, Pamela Model, which she received on September 29, 1988 from the
estate of her father, William J. Grace, as to which Allen Model and
Pamela Model shared voting and dispositive power. In the aggregate, as
of May 22, 1991, Allen Model beneficially owned 387,743 Shares or
approximately 17.6% of the Shares reported to be outstanding on June
29, 1990.
As a result of the sales described under Item 5(c),
as of the date of this Amendment No. 4, Allen Model directly and
beneficially owns 31,928 Shares as to which he exercises sole voting
and dispositive power. Allen Model may also be deemed for purposes of
Section 13(d) to beneficially own the following Shares: 1,267 Shares
held by his wife, Pamela Model, which she received on September 29,
1988 from the estate of her father, William J. Grace, as to which
Allen Model and Pamela Model share voting and dispositive power;
21,663 Shares, remaining after the sales described under Item 5(c),
held in trust for the benefit of Allen Model and his children and as
to which Allen Model and Francis D. Adams, as trustees, share voting
and dispositive power; and 232,693 Shares owned by the Lead Trust,
remaining after the sales described under Item 5(c). In the aggregate,
Allen Model beneficially owns 287,551 Shares or approximately 14.4% of
the Outstanding Shares.
(v) As of April 21, 1982, Peter Model directly and
beneficially owned 23,733 Shares or approximately 1.1% of the total
number of Shares outstanding, as to which he exercised sole voting and
dispositive power. Those Shares did not include the following Shares
as to which Peter Model disclaimed beneficial ownership: 28,121 Shares
held in trust for the benefit of Peter Model and his children and as
to which Peter Model and Peter Goldman, as trustees, shared voting and
dispositive power; 302,063 Shares owned by the Estate; 14,467 Shares
owned by the Jane and Leo Foundation; and 66,518 Shares held in the
Inter-vivos Trust, as to which Peter Model and Allen Model, as
trustees, shared voting and dispositive power.
As was previously reported in Amendment No. 1, on
March 17, 1983 and March 31, 1983, the Inter-vivos Trust distributed
56,518 and 10,000 Shares respectively to two charitable institutions.
Those 66,518 Shares constituted all of the Shares previously held by
the Inter-vivos Trust. Accordingly, as of such dates, Peter Model, who
was a co-trustee of the Inter-vivos Trust, may no longer be deemed to
beneficially own these Shares.
As of July 8, 1985, Peter Model directly and
beneficially owned 23,733 Shares or approximately 1.1% of the Shares
outstanding on February 28, 1985, as to which he exercised sole voting
and dispositive power. Peter Model may have also been deemed for
purposes of Section 13(d) to beneficially own the following Shares:
28,121 Shares held in trust for the benefit of Peter Model and his
children and as to which Peter Model and Peter Goldman, as trustees,
shared voting and dispositive power; 302,063 Shares owned by the Lead
Trust; and 14,467 Shares owned by the Jane and Leo Foundation.
As of May 22, 1991, Peter Model directly and
beneficially owned 23,733 Shares as to which he exercised sole voting
and dispositive power. Peter Model may have also been deemed for
purposes of Section 13(d) to beneficially own the following Shares:
28,121 Shares held in trust for the benefit of Peter Model and his
children and as to which Peter Model and Peter Goldman, as trustees,
shared voting and dispositive power; 302,063 Shares owned by the Lead
Trust; and 14,467 Shares owned by the Leo Foundation. In the
aggregate, Peter Model beneficially owned 368,384 Shares or
approximately 16.6% of the Shares reported to be outstanding on June
29, 1990.
As a result of the sales described under Item 5(c)
and of the transfer of 8,600 Shares to his step-daughter, Sascha
Russel, as to which Shares he disclaims beneficial ownership, as of
the date of this Amendment No. 4, Peter Model directly and
beneficially owns 11,658 Shares as to which he exercises sole voting
and dispositive power. Peter Model may also be deemed for purposes of
Section 13(d) to beneficially own the following Shares: 21,663 Shares,
remaining after the sales described under Item 5(c), held in trust for
the benefit of Peter Model and his children and as to which Peter
Model and Peter Goldman, as trustees, share voting and dispositive
power; and 232,693 Shares owned by the Lead Trust, remaining after the
sales described under Item 5(c). In the aggregate, Peter Model
beneficially owns 266,014 Shares or approximately 13.4% of the
Outstanding Shares.
Accordingly, as of April 21, 1982, the Estate, the Jane
and Leo Foundation and Allen Model and Peter Model, individually and
as trustees, may have, in the aggregate, been deemed to beneficially
own 504,848 Shares or approximately 23.0% of the total number of
Shares outstanding. Such Shares did not include: 955 Shares owned by
Anne Marie Model, the stepmother of Allen Model and Peter Model; 1,040
Shares owned by Josephine Model, widow of Leo Model's brother, Theodor
Model; and 3,440 Shares owned by Michael Model, son of Theodor Model.
As of May 23, 1983, the aggregate number of Shares which
the Estate, the Jane and Leo Foundation and Allen and Peter Model,
individually and as trustees, may have been deemed to beneficially own
was 438,330, or 19.9% of the total number of Shares outstanding.
As of July 8, 1985, the Lead Trust, the Jane and Leo
Foundation and Allen Model and Peter Model, individually and as
trustees, may have been deemed to beneficially own, in the aggregate,
438,330 Shares or approximately 19.9% of the Shares reported to be
outstanding on February 28, 1985. Such Shares did not include 955
Shares owned by Anne Marie Model, the stepmother of Allen Model and
Peter Model, 1,040 shares owned by Josephine Model, widow of Leo
Model's brother, Theodor Model, and 3,440 Shares owned by Michael
Model, son of Theodor Model, as to which the reporting persons
disclaimed beneficial ownership.
As of May 22, 1991, the Reporting Persons may have been
deemed to beneficially own, in the aggregate, 439,597 Shares or
approximately 20% of the Shares reported to be outstanding on June 29,
1990. Such Shares did not include 1,040 Shares owned by Josephine
Model, widow of Leo Model's brother, Theodor Model, and 3,440 Shares
owned by Michael Model, son of Theodor Model, as to which the
Reporting Persons disclaimed beneficial ownership.
As of the date of this Amendment No. 4, the Reporting
Persons may be deemed to beneficially own, in the aggregate, 320,872
Shares or approximately 16.1% of the Outstanding Shares. Such Shares
do not include 1,040 Shares owned by Josephine Model, widow of Leo
Model's brother, Theodor Model, 3,440 Shares owned by Michael Model,
son of Theodor Model, and 6,625 Shares owned by Sascha Russel,
stepdaughter of Peter Model, remaining after private sales of 198
and 1,777 Shares on October 23, 1997 and November 25, 1997,
respectively, to Kimco Realty Services, Inc. ("Kimco"), as to which
the Reporting Persons disclaim beneficial ownership.
(vi) As of May 22, 1991, the directors and executive
officers (excluding Allen Model and Peter Model) of the Leo Foundation
named in Exhibit E had the following interest in the Shares: Pamela
Model may have been deemed for purposes of Section 13(d) to
beneficially own 14,467 Shares owned by the Leo Foundation, as to
which she, as a director and officer, shared voting and dispositive
power. Pamela Model also owned 1,267 Shares which she received from
the estate of her father, William J. Grance, as to which voting and
dispositive power was shared with her husband, Allen Model. In the
aggregate, 15,734 Shares were beneficially owned by Pamela Model or
approximately 0.7% of the Shares outstanding on June 29, 1990.
As of May 22, 1991, John Nevins may have been deemed
for purposes of Section 13(d) to beneficially own 14,467 Shares owned
by the Leo Foundation, as to which John Nevins, as a director and
officer, shared voting and dispositive power. John Nevins also
beneficially owned 224 Shares as to which he exercised sole voting and
dispositive power. As of May 22, 1991, in the aggregate, 14,691 Shares
were beneficially owned by John Nevins or approximately 0.7% of the
Shares outstanding on June 29, 1990.
As of May 22, 1991, Marjorie Russel may have been
deemed for purposes of Section 13(d) to beneficially own 14,467 Shares
owned by the Leo Foundation, as to which Marjorie Russell, as a
director, shared voting and dispositive power. The Shares beneficially
owned by Marjorie Russell constituted approximately 0.7% of the Shares
outstanding on June 29, 1990.
The Reporting Persons disclaim the existence of any
group organized for the purpose of acquiring, holding, voting or
disposing of any Shares.
(c) During the sixty days preceding the date of this
Amendment No. 4, the following transactions in the Shares were
effected:
(i) The Lead Trust privately sold 6,972 and 62,398
Shares on October 23, 1997 and November 25, 1997, respectively, to
Kimco at a per Share price of $10-1/2.
(ii) The Leo Foundation privately sold 288 and
12,179 Shares on October 23, 1997 and November 25, 1997, respectively,
to Kimco at a per Share price of $10-1/2.
(iii) Allen Model privately sold 995 and 8,902
Shares on October 23, 1997 and November 25, 1997, respectively, to
Kimco at a per Share price of $10-1/2. In addition, 649 and 5,809
Shares held in trust for the benefit of Allen Model and his children
and as to which Allen Model and Francis D. Adams, as trustees, shared
voting and dispositive power, were privately sold on October 23, 1997
and November 25, 1997, respectively, to Kimco at a per Share price of
$10-1/2. Accordingly, as of such dates, Allen Model, who is a trustee
and a beneficiary of this trust, may no longer be deemed to
beneficially own these Shares.
(iv) Peter Model privately sold 349 and 3,126 Shares
on October 23, 1997 and November 25, 1997, respectively, to Kimco at a
per Share price of $10-1/2. In addition, 649 and 5,809 Shares held in
trust for the benefit of Peter Model and his children and as to which
Peter Model and Peter Goldman, as trustees, shared voting and
dispositive power, were privately sold on October 23, 1997 and
November 25, 1997, respectively, to Kimco at a per Share price of
$10-1/2. Accordingly, as of such dates, Peter Model, who is a trustee
and a beneficiary of this trust, may no longer be deemed to
beneficially own these Shares.
Item 6. Contracts, Arrangements, Understandings or
Relations with Respect to Securities of
the Issuer.
------------------------------------------
Neither any of the Reporting Persons, nor, to the
knowledge of any of the Reporting Persons, any of the persons named in
Exhibit E, has any contract, arrangement, understanding or
relationship with any person with respect to any Shares.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The following are filed herewith as Exhibits to the
Schedule 13D:
Exhibit E* - Certain information relating
to the directors and executive
officers of the Leo Foundation.
Exhibit F - Agreement among the Lead Trust, the Leo
Foundation, Allen Model and Peter Model with
respect to the filing of an Amendment to the
Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this Amendment
No. 4 is true, complete and correct.
Dated: December 18, 1997.
TRUST UNDER PARAGRAPH I, ARTICLE SIXTH
U/L/W/T LEO MODEL
By: /s/Allen Model
-----------------------------------
Allen Model, Trustee
By: /s/Peter Model
-----------------------------------
Peter Model, Trustee
LEO MODEL FOUNDATION, INC.
By: /s/ Allen Model
------------------------------------
Allen Model, President and Director
By: /s/Peter Model
------------------------------------
Peter Model, Vice-President
and Director
/s/ Allen Model
-----------------------------------------
Allen Model
/s/ Peter Model
-----------------------------------------
Peter Model
Exhibit E
The names, residence addresses, principal occupations or
employment and the names, principal businesses and addresses of any
corporation or organization where such employment is conducted for
each director and executive officer (other than Allen Model and Peter
Model) of the Leo Foundation is set forth below.
PRINCIPAL OCCUPATION OR
EMPLOYMENT AND ADDRESS OF
NAME RESIDENCE ADDRESS EMPLOYER
- --- ----------------- -------------------------
Pamela Model 663 Bethlehem Pike Presently not employed
Director and Flourtown, Pennsylvania 19031
Vice-President
John Nevins 221 N.W. 25th Court Secretary/Treasurer
Director and Pompano Beach, Florida 33064 Leo Model Foundation, Inc.
Secretary/Treasurer 310 South Juniper Street
Philadelphia, PA 19107
Marjorie Russel 500 East 63rd Street Professor
Director New York, NY 10021 Rockefeller University
1230 York Avenue
New York, NY 10021
Exhibit F
---------
Reference is made to an Amendment to a statement on Schedule 13D
being filed on or about the date hereof with respect to the
undersigned's ownership of shares of Capital Stock, without par value,
stated value $.30 per combined share, of Blue Ridge Real Estate
Company and Big Boulder Corporation. The undersigned hereby
acknowledge and agree that such Amendment is being filed on behalf of
each of the undersigned. This agreement may be executed in one or more
counterparts, each of which shall be an agreement but all of which
shall constitute one and the same instrument.
Dated: December 18, 1997
TRUST UNDER PARAGRAPH I, ARTICLE SIXTH
U/L/W/T LEO MODEL
By: /s/Allen Model
-----------------------------------
Allen Model, Trustee
By: /s/Peter Model
-----------------------------------
Peter Model, Trustee
LEO MODEL FOUNDATION, INC.
By: /s/ Allen Model
------------------------------------
Allen Model, President and Director
By: /s/Peter Model
------------------------------------
Peter Model, Vice-President
and Director
/s/ Allen Model
-----------------------------------------
Allen Model
/s/ Peter Model
-----------------------------------------
Peter Model
