UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
Blue Ridge Real Estate Company and
Big Boulder Corporation
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(Name of Issuer)
Capital Stock, without par value, stated value $.30 per
combined share of Blue Ridge
Real Estate Company and Big Boulder Corporation
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(Title of Class of Securities)
096005103
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(CUSIP Number)
Ann B. Lesk, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
(212) 859-8113
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
March 30, 2000 and March 31, 2000
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(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 096005103 Page 2 of 18 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Trust Under Paragraph IV, 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 116,347
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 116,347
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,347
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 6%
14 TYPE OF REPORTING PERSON*
00
<PAGE>
SCHEDULE 13D
CUSIP No. 09600513 Page 3 of 18 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
P&P Family LLC
13-4116274
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
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 58,173
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 58,173
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,173
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 3%
14 TYPE OF REPORTING PERSON*
00
<PAGE>
SCHEDULE 13D
CUSIP No. 096005103 Page 4 of 18 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
SHARES 148,275
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 22,930
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 148,275
10 SHARED DISPOSITIVE POWER
22,930
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 096005103 Page 5 of 18 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
SHARES 11,658
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 21,663
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 11,658
10 SHARED DISPOSITIVE POWER
21,663
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,321
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 096005103 Page 6 of 18 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Paul 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
SHARES 58,173
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 58,173
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 58,173
10 SHARED DISPOSITIVE POWER
58,173
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,346
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
This Amendment No. 5 amends 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"), 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"), and Amendment No. 4,
filed with the Commission on December 18, 1987 by the Lead Trust, the Leo
Foundation, and the Models. The purpose of this Statement is to reflect the
distribution of the shares of Capital Stock, without par value, stated
value $.30 per combined Share (the "Shares") from the Lead Trust to the
Trust under Paragraph IV, Article Sixth Under the Last Will and Testament
of Leo Model (the "A Model Issue Trust") and the Trust under Paragraph III,
Article Sixth Under the Last Will and Testament of Leo Model (the "P Model
Issue Trust") the further distribution of the shares from the P Model
Issue Trust to the P&P Family LLC and Paul Model, (the son of Peter Model),
and the termination of the Lead Trust.
Item 1. Security and Subject Company
----------------------------
Unchanged.
Item 2. Identity and Background
-----------------------
Item 2 is amended in its entirely as follows:
(a) This Amendment No. 5 is being filed on behalf of the A Model
Issue Trust, the P&P Family LLC, Paul Model, and the Models (collectively, the
"Reporting Persons"). Allen Model is the trustee of the A Model Issue Trust
which has as its beneficiaries the issue of Allen Model. Paul Model,
Patricia Model and their 2 minor children are the members of the P&P Family LLC.
(b) The addresses of the Reporting Persons are:
Business: Allen Model, Trustee
Trust under Para. IV, Art. Sixth U/L/W/T
Leo Model
c/o Mr. Allen Model
Model Entities
310 South Juniper Street
Philadelphia, Pennsylvania 19107
Business: P&P Family LLC
c/o Paul Model
477 Madison Avenue
21st Floor
New York, New York 10022
Business: Paul Model, Esq.
477 Madison Avenue
21st Floor
New York, New York 10022
Residence: Allen Model
663 Bethlehem Pike
Flourtown, Pennsylvania 19031
Residence: Peter Model
500 East 63rd Street
New York, New York 10021
Residence: Paul Model
17 West 71st Street
Apt. 10A
New York, New York 10023
(c) The principal occupations of Allen Model, Peter Model and Paul
Model are as follows:
Allen Model is a principal of Model Entities, 310 South Juniper
Street, Philadelphia, Pennsylvania, Peter Model is a professor at
Rockefeller University, 1230 York Avenue, New York, New York and Paul Model
is an attorney in New York.
(d) Neither Allen Model, Peter Model, Paul Model nor any member
of the P&P Family LLC has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither Allen Model, Peter Model, Paul Model nor any member
of the P&P Family LLC nor Paul Model 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 Paul Model are citizens of the
United States. The P&P Family LLC is a Delaware LLC.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Unchanged.
Item 4. Purpose of Transaction
----------------------
Unchanged.
Item 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is amended in its entirely as follows:
(a)-(b) All percentages below are based on there being 1,951,058
Shares outstanding as reported in the 10Q filed by the Issuer on February
14, 2000.
(i) As a result of the transactions described under Item
5(c), the A Model Issue Trust directly and beneficially owns 116,347 Shares
which represents approximately 6% of the Outstanding Shares.
(ii) As a result of the transactions described under Item
5(c), the P&P Family LLC directly and beneficially owns 58,173 Shares
which represents approximately 3% of the Outstanding Shares.
(iii) As of the date of this Amendment No. 5, Allen Model
beneficially owns 148,275 Shares as to which he exercises sole voting and
dispositive power. This includes 31,928 Shares which he owns directly and
116,347 Shares owned by the A Model Issue Trust, remaining after the
transactions described under Item 5(c). 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, and 21,663
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, share voting and
dispositive power. In the aggregate, Allen Model beneficially owns 171,205
Shares or approximately 8.8% of the Outstanding Shares.
(iv) As of the date of this Amendment No. 5, Peter Model
beneficially owns 11,658 Shares as to which he exercises sole voting and
dispositive power. This includes 11,658 Shares which he owns directly,
remaining after the transactions described under Item 5(c). Peter Model may
also be deemed for purposes of Section 13(d) to beneficially own 21,663
Shares 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 the 58,173. In the aggregate, Peter Model
beneficially owns 33,321 Shares or approximately 1.7% of the Outstanding
Shares.
(v) As of the date of this Amendment No. 5, Paul Model
beneficially owns 58,173 Shares as to which he exercises sole voting and
dispositive power. Paul Model may also be deemed for the purposes of
Section 13(d) to beneficially own the 58,173 Shares owned by the P&P Family
LLC, as to which Paul Model and Patricia Model share voting and dispositive
power. In the aggregate, Paul Model beneficially owns 116,345 Shares of
approximately 6% of the outstanding Shares.
(vi) As of the date of this Amendment No. 5, the Reporting
Persons may be deemed to beneficially own, in the aggregate, 320,872 Shares
or approximately 16.4% 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, as to which the Reporting Persons disclaim beneficial ownership.
The Reporting Persons disclaim the existence of any group
organized for the purpose of acquiring, holding, voting or disposing of any
Shares.
(c) The following transactions in the Shares were effected since
the most recent filing on Schedule 13D:
(i) The Lead Trust distributed 116,347 Shares on March 30,
2000 to the A Model Issue Trust.
(ii) The Lead Trust distributed 116,346 Shares on March 31,
2000 to the P Model Issue Trust. The P Model Issue Trust immediately
distributed the 116,346 Shares on March 31, 2000 as follows: 58,173 Shares
were distributed to the P&P Family LLC and 58,173 Shares were distributed
to Paul Model.
(iii) In accordance with the terms of the Last Will and
Testament of Leo Model, the Lead Trust terminated on February 21, 2000.
Pursuant to the Last Will and Testament of Leo Model, the Lead Trust made
the distributions described in (i) and (ii) above and no longer owns any
Shares.
Item 6. Contracts, Arrangements, Understandings or
Relations with Respect to Securities of
the Issuer.
------------------------------------------
Item 6 is amended in its entirely as follows:
None of the Reporting Persons has any contract, arrangement,
understanding or relationship with any person with respect to any Shares.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Item 7 is amended in its entirely as follows:
The following is filed herewith as an Exhibit to the Schedule
13D:
Exhibit E - Agreement among the A Model Issue Trust, the
P&P Family LLC, Allen Model, Peter Model and
Paul Model with respect to the filing of an
Amendment to the Schedule 13D.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment No. 5 is
true, complete and correct.
Dated: September 15, 2000
TRUST UNDER PARAGRAPH IV, ARTICLE SIXTH
U/L/W/T LEO MODEL
By: /s/ Allen Model
-----------------------------------
Allen Model, Trustee
P&P FAMILY LLC
By: /s/ Paul Model
------------------------------------
Paul Model, Member
/s/ Allen Model
-----------------------------------------
Allen Model
/s/ Peter Model
-----------------------------------------
Peter Model
/s/ Paul Model
-----------------------------------------
Paul Model
