SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box-
<TABLE>
<CAPTION>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
/X/ Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
BLUEGREEN CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
Bluegreen Corporation
5295 Town Center Road, Suite 400
Boca Raton, Florida 33486
Tel: (407) 361-2700 Fax: (407) 361-2800
June 20, 1996
To our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Bluegreen Corporation (the "Company") which will be held at the Sheraton New
York Hotel at Seventh Avenue and 52nd Street, New York, New York on Thursday,
July 25, 1996 at 10:00 a.m., local time.
The accompanying Notice of the Annual Meeting and Proxy Statement describe
the formal business to be transacted at the meeting and contain certain
information about the Company and its officers and Directors. During the meeting
we will also report on the operations of the Company. Directors and executive
officers of the Company will be present to respond to any questions that
shareholders may have.
Please sign, date and return the enclosed proxy card promptly. If you
attend the meeting, which we sincerely hope you will do, you may vote in person
even if you have previously mailed a proxy card.
Thank you for your attention and continued interest in our Company. We look
forward to seeing you at the meeting.
Very truly yours,
George F. Donovan
President and Chief Executive Officer
<PAGE>
BLUEGREEN CORPORATION
5295 Town Center Road, Suite 400
Boca Raton, Florida 33486
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 25, 1996
The Annual Meeting of the Shareholders of Bluegreen Corporation will be
held at the Sheraton New York Hotel at Seventh Avenue and 52nd Street, New York,
New York, at 10:00 a.m., local time, on Thursday, July 25, 1996, to consider and
act on the following matters:
(1) To fix the number of Directors for the ensuing year at six;
(2) To elect six Directors;
(3) To transact such other business as may properly come before the meeting
or any adjournments thereof.
The close of business on June 10, 1996 has been fixed as the record date
for determining the shareholders entitled to notice of, and to vote at, the
annual meeting.
THE PRESENCE OF A QUORUM IS IMPORTANT. THEREFORE, YOU ARE URGED TO SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY BY MAIL WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING. THIS WILL NOT PREVENT YOU FROM VOTING IN PERSON, BUT WILL
ENSURE THAT YOUR VOTE IS COUNTED IF YOU ARE UNABLE TO ATTEND THE MEETING.
By order of the Board of Directors,
Patrick E. Rondeau
Clerk
June 20, 1996
<PAGE>
BLUEGREEN CORPORATION
5295 Town Center Road, Suite 400
Boca Raton, Florida 33486
(407) 361-2700
----------------------------
Annual Meeting of Shareholders
July 25, 1996
----------------------------
PROXY STATEMENT
----------------------------
Information Concerning Solicitation
This Proxy Statement is furnished to the holders of common stock of
Bluegreen Corporation (the "Company") in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Shareholders (the "Annual Meeting") to be held at the Sheraton New York Hotel
at Seventh Avenue and 52nd Street, New York, New York 10019, on Thursday, July
25, 1996, at 10:00 a.m., local time, and at any adjournment thereof. If the
enclosed proxy is signed and returned and is not revoked, it will be voted at
the Annual Meeting in accordance with the instructions of the shareholder(s) who
execute it. If no instructions are given, the proxy will be voted FOR the
election of the nominees for Director and FOR the proposals described herein.
The proxy of any shareholder may be revoked by such shareholder in writing
addressed to Patrick E. Rondeau, the Clerk of the Company, at the above address
or in person at any time before it is voted. Submission of a later dated proxy
will revoke an earlier dated proxy.
All costs of solicitation will be borne by the Company. The solicitation is
to be principally conducted by mail and may be supplemented by telephone and
personal contacts by Directors, executive officers and regular employees of the
Company, without additional remuneration. Arrangements will be made with
brokerage houses, banks and custodians, nominees and other fiduciaries to
forward solicitation materials to the beneficial owners of shares held of
record. The Company will reimburse such persons for their reasonable
out-of-pocket expenses incurred in connection with the distribution of proxy
materials.
It is anticipated that this Proxy Statement and the enclosed proxy,
together with the Company's annual report to shareholders, will first be mailed
to shareholders on or about June 20, 1996.
Outstanding Voting Securities
The Board of Directors has fixed the close of business on June 10, 1996 as
the record date for determining the shareholders entitled to receive notice of,
and to vote at, the Annual Meeting. The number of shares of common stock of the
Company ("Common Stock") outstanding and entitled to vote on that date was
20,541,089 with each share being entitled to one vote. A majority of the issued
and outstanding shares as of the record date will constitute a quorum for the
transaction of business at the Annual Meeting.
<PAGE>
The affirmative vote of the holders of a plurality of the votes cast at the
Annual Meeting is required for the election of Directors. Approval of other
matters that are before the meeting will require the affirmative vote of holders
of a majority of the Common Stock present or represented at the Annual Meeting.
Shares voted to abstain or to withhold as to a particular matter and shares
as to which a nominee (such as a broker holding shares in street name for a
beneficial owner) has no voting authority in respect of such matter, will be
deemed represented for both quorum and voting purposes. Such shares will be the
equivalent of negative votes. Votes will be tabulated by the Company's transfer
agent subject to the supervision of persons designated by the Board of Directors
as inspectors.
Shareholder Proposals for Next Annual Meeting
Proposals of shareholders of the Company intended to be presented at the
1997 Annual Meeting of Shareholders must be received by the Company not later
than February 20, 1997 to be included in the Company's Proxy Statement and form
of proxy relating to the 1997 Annual Meeting. Other requirements for inclusion
are set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
Proposals 1 and 2 - Fixing of Number of Directors at Six and Election of Named
Directors
The By-Laws of the Company provide that there shall be a Board of not less
than three Directors, the exact number to be fixed at annual meetings by the
shareholders or any special meeting in lieu thereof, subject to change from time
to time by the Directors. It is recommended that the shareholders vote to fix
the number of Directors for the coming year at six.
Unless contrary instructions are received, the enclosed proxy will be voted
for fixing the number of Directors at six and for the election of the six
nominees listed herein. Each of the nominees is currently serving as a Director
of the Company and was elected by the shareholders at the 1995 Special Meeting
in Lieu of the Annual Meeting. Although the Board of Directors does not
contemplate that any nominee will be unavailable for election, in the event that
vacancies occur unexpectedly, the enclosed proxy will be voted for such
substituted nominees, if any, as may be designated by the Board. If elected, the
nominees listed below will serve until the next annual meeting (or special
meeting in lieu thereof) and until their successors are duly elected and
qualified.
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of June 3, 1996 by (a) each Director,
(b) each of the executive officers listed in the Summary Compensation Table
below, (c) all current Directors and executive officers as a group and (d) all
persons known to be the beneficial owners of more than five percent of the
Company's outstanding Common Stock. A nominal amount of Common Stock held by
certain executive officers under the Company's 401(k) profit sharing plan has
been excluded from the table. Unless otherwise noted, each stockholder has sole
voting and investment power with respect to the shares of Common Stock listed.
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Issuable Total
Options Upon Shares Percent of
Director Exercisable Conversion of Beneficially Shares
Name Age Since Common Stock Within 60 Days Debentures (1) Owed Outstanding (2)
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph C. Abeles (3) 81 1987 340,704 87,135 237,985 665,824 3.20%
George F. Donovan 57 1991 92,187 136,075 --- 228,262 1.11%
Ralph A. Foote 73 1987 7,870 87,135 --- 95,005 *
Daniel C. Koscher 39 --- 1,218 71,065 --- 72,283 *
Alan L. Murray 49 --- 43,311 75,125 243 118,679 *
Frederick M. Myers (4) 73 1990 143,325 75,210 --- 218,535 1.06%
Patrick E. Rondeau 49 --- 11,339 56,388 --- 67,727 *
Stuart A. Shikiar (5) 50 1994 446,798 16,275 29,126 492,199 2.39%
Bradford T. Whitmore (6) 39 1990 773,146 69,248 --- 842,394 4.10%
All Directors and executive 1,880,901 704,008 267,354 2,852,263 13.71%
officers as a group (13 persons)
Grace Brothers, Ltd. --- --- 1,267,526 --- 506,675 1,774,201 8.64%
1560 Sherman Avenue, Suite 900
Evanston, Illinois 60201 (6)
Franklin Resources, Inc. --- --- 1,192,947 --- --- 1,192,947 5.81%
777 Mariners Island Blvd.
San Mateo, California 94404 (7)
</TABLE>
* Less than 1%.
(1) The price of $8.24 per share (the current conversion price) is used to
determine the shares of Common Stock into which the Company's 8.25%
convertible subordinated debentures due 2012 (the "Debentures") are
convertible.
(2) The denominator used to calculate the percent of shares outstanding includes
shares issuable upon conversion of any Debentures held by the applicable
stockholder or group and upon exercise of any options that are exercisable
within 60 days and held by the applicable stockholder or group, plus 20,541,089
shares currently outstanding.
(3) Includes 11,574 aggregate shares and 52,427 aggregate shares issuable upon
the conversion of $432,000 aggregate principal amount of Debentures held by
Mr. Abeles' wife and a family trust for which he disclaims beneficial
ownership.
(4) Includes 143,325 shares of Common Stock held by Mr. Myers' wife and
children for which he disclaims beneficial ownership.
(5) Includes 3,034 shares of Common Stock issuable upon the conversion of
$25,000 aggregate principal amount of Debentures held by a family trust for
which Mr. Shikiar disclaims beneficial ownership. Also includes 260,572
shares of Common Stock and 15,169 shares issuable upon the conversion of
$125,000 aggregate principal amount of Debentures over which Mr. Shikiar
exercises voting and investment power.
(6) Mr. Whitmore is a general partner of Grace Brothers, Ltd. Mr. Whitmore
exercises shared voting and investment power with respect to shares held by
Grace Brothers, Ltd. and disclaims beneficial ownership of such shares
except to the extent of his proportionate interest therein.
(7) Based on the most recent Form 13G filed with the Securities and
Exchange Commission.
The principal occupations and business experience of the nominees for
Director for the preceding five years along with any directorships of other
publicly-owned or registered investment companies are as follows:
Joseph C. Abeles, a private investor, has been a Director of the Company
since 1987. Mr. Abeles has been a Director of Intermagnetics General Corporation
since 1986. He has also served as a Director of Igene Biotechnology, Inc. and
Ultralife Batteries, Inc. since 1991.
<PAGE>
George F. Donovan joined the Company as a Director in 1991 and was
appointed President and Chief Operating Officer in October, 1993. He became
Chief Executive Officer in December, 1993. Mr. Donovan has served as an officer
of a number of other recreational real estate corporations, including Leisure
Management International, of which he was President from 1991 to 1993. From 1989
to 1991, Mr. Donovan served as President and Chief Executive Officer of Thousand
Trails.
Ralph A. Foote has been a Director of the Company since 1987. Since 1955 he
has been a senior partner of Conley & Foote, a Middlebury, Vermont law firm
which serves as legal counsel to the Company with respect to various matters. He
has also served as a Director of Mace Security International since 1995.
Frederick M. Myers has been a Director of the Company since 1990. Since
1964 he has been a senior partner of Cain, Hibbard, Myers & Cook, a Pittsfield,
Massachusetts law firm which serves as legal counsel to the Company with respect
to various matters. He has also served as a Director of Systemed, Inc. since
1989.
Stuart A. Shikiar was elected to the Board of Directors in April, 1994. Mr.
Shikiar is an investment advisor and has served as President of Shikiar Asset
Management, Inc. since November, 1994. From 1993 to November, 1994, Mr. Shikiar
was a general partner of Omega Advisors, a private investment partnership. From
1985 to 1993, Mr.Shikiar served as a Managing Director for Prudential Securities
Investment Management, Inc. Mr. Shikiar has been a Director of Ultralife
Batteries, Inc. since 1991. He has also served as a Director of Intermagnetics
General Corporation since 1995.
Bradford T. Whitmore has been a Director of the Company since 1990. Mr.
Whitmore has been a general partner of Grace Brothers, Ltd., an investment
partnership and securities broker-dealer, since 1986. He has been a trustee of
Aerospace Creditors Liquidating Trust since 1993 and a Director of
Bio-Technology General Corporation since 1994.
Board of Directors and its Committees
The Board of Directors of the Company held seven meetings during the fiscal
year ended March 31, 1996. Each Director attended all of the meetings of the
Board of Directors and of all committees of the Board of Directors on which he
served during fiscal 1996.
Directors of the Company who are employees of the Company do not receive
fees or retainers for serving as Directors. For fiscal 1996, each non-management
Director received an annual retainer of $17,500 and an $800 fee for each Board
meeting attended. In addition, the Company's non-management Directors are
entitled to receive a stock option covering 15,000 shares of Common Stock under
the Company's Outside Directors Stock Option Plan on the first business day
after the first trading day after each annual meeting of the Company's
shareholders or any special meeting held in lieu thereof.
<PAGE>
Audit Committee
The Audit Committee, which met twice during fiscal 1996, consists of
Messrs. Foote, Myers, and Whitmore. The Committee's responsibilities include:
(a) recommending to the full board the selection of the Company's independent
auditors, (b) discussing the arrangements for the proposed scope and the results
of the annual audit with management and the independent auditors, (c) reviewing
the scope of non-audit professional services provided by the independent
auditors, (d) obtaining from both management and the independent auditors their
observations on the Company's system of internal accounting controls and (e)
reviewing the overall activities and recommendations of the Company's internal
auditors.
Nominating Committee
The Nominating Committee, which met twice during fiscal 1996, consists of
Messrs. Abeles, Donovan and Shikiar. The Committee is responsible for the
selection of potential candidates for membership on the Board of Directors and
the periodic review of compensation of Directors. The committee will consider
nominees recommended by shareholders. Recommendations should be submitted in
writing to: Nominating Committee, Bluegreen Corporation, 5295 Town Center Road,
Suite 400, Boca Raton, Florida 33486.
Compensation Committee
The Compensation Committee met twice during fiscal 1996. The committee: (a)
monitors compensation arrangements for management employees for consistency with
corporate objectives and shareholders' interests, (b) approves incentive
distributions and grants of stock options to officers, employees and independent
contractors of the Company and its subsidiaries and (c) advises management on
matters pertaining to management development and corporate organizational
planning.
Compensation Committee Interlocks and Insider Participation
During fiscal 1996, Joseph C. Abeles, Ralph A. Foote, Stuart A. Shikiar and
Bradford T. Whitmore served as members of the Compensation Committee of the
Board of Directors.
Mr. Foote is a partner of the Middlebury, Vermont law firm of Conley &
Foote, which rendered services to the Company during fiscal 1996. The total
amount paid to Conley & Foote for services rendered during fiscal 1996 was
approximately $5,000. It is anticipated that Conley & Foote will continue to
perform certain legal services for the Company during fiscal 1997.
<PAGE>
Compensation Committee Report on Executive Compensation
General
The Compensation Committee of the Board of Directors is composed of four
outside (non-management) Directors of the Company and, as indicated above, the
Compensation Committee's duties include reviewing and making recommendations to
the Board generally with respect to the compensation of the Company's executive
officers. The Board of Directors reviews these recommendations and approves all
executive compensation action.
Compensation Principles
The Company's executive compensation program is designed to align
compensation with business strategy, Company values and management initiatives.
The program:
Integrates compensation programs with the Company's annual and long-term
strategic planning and measurement processes.
Reinforces strategic performance objectives through the use of incentive
compensation programs.
Rewards executives for long-term strategic management and the enhancement of
shareholder value by delivering appropriate ownership interest in the
Company.
Seeks to attract and retain quality talent which is critical to both the
short-term and long-term success of the Company.
Base Compensation
The Committee has evaluated and determined appropriate ranges of pay for
all categories of management to facilitate a Company-wide systematic salary
structure with appropriate internal alignment. In determining appropriate pay
ranges, the Committee annually examines market compensation levels for
executives who are currently employed in similar positions in public companies
with comparable revenues, net income and market capitalization. This market
information is used as a frame of reference for annual salary adjustments and
starting salaries. However, base salaries have become a relatively smaller
element in the total compensation of executive officers as the Company
introduced a pay-for-performance program over the last five years.
The aggregate base salaries for the named executive officers in the
"Summary Compensation Table" herein increased by 11% from fiscal 1995 to 1996.
<PAGE>
Annual Bonus Plan
The objectives of the annual bonus plan are to motivate and reward the
accomplishment of corporate annual objectives, reinforce strong performance with
differentiation in individual awards based on contributions to business results
and provide a fully competitive compensation package which will attract, reward
and retain individuals of the highest quality. As a pay-for-performance plan,
year-end cash bonus awards are paid upon the achievement of performance
objectives established for the fiscal year and no bonuses are paid if a minimum
threshold is not met. Participants may be measured on two performance
components: (1) corporate financial performance (specific measurements are
defined each year and threshold, target and maximum performance levels are
established to reflect the Company's objectives) and (2) key individual
performance which contributes to critical end results for the management
position. A weighting is established for each component based on the relative
importance of each to the individual.
Appropriate performance objectives are established for each fiscal year in
support of the Company's annual strategic plan. For fiscal 1996, the corporate
performance objective consisted of a target for pre-tax earnings.
Incentive Stock Options
Stock options align the interests of employees and shareholder by providing
value to the employee when the stock price increases. All options are granted at
100% of the fair market value of the Common Stock on the date of grant except
incentive options issued to employees who own more than 10% of the Company's
Common Stock, in which case the option price may not be less than 110% of the
market value of the Common Stock on the date of grant. Incentive stock options
were granted to four executive officers during fiscal 1996. See "Stock Option
Grants During Last Fiscal Year".
Total cash compensation for the four highest paid executive officers named
in the "Summary Compensation Table" increased from $910,135 for fiscal 1995 to
$1,151,503 for fiscal 1996, or 21%. Section 162(m) of the Interval Revenue Code
of 1986, as amended (the "Code"), limits an employer's income tax deduction for
compensation paid to certain key executives of a public company to $1,000,000
per executive per year. The Company has no executives whose salaries currently
approach this level and, accordingly, has not addressed what approach it will
take with respect to section 162(m), except to the extent the 1995 Stock
Incentive Plan contains standard limits and provisions on awards which are
extended to enable such awards to be exempt from the section 162(m) deduction
limits.
Employee Agreements
The Company has an employment agreement with Mr. Donovan. Under the terms
of Mr. Donovan's agreement, he receives a minimum salary of $250,000 per annum,
subject to increases from time to time in the sole judgment and discretion of
the Board of Directors and committees thereof. In addition, Mr. Donovan is
eligible to receive annual performance awards as determined by the Compensation
Committee and subject to approval by the Board of Directors. The term of Mr.
Donovan's employment agreement is December 20, 1993 through the date of the
first meeting of the Board of Directors following the fiscal 1996 Annual Meeting
of Shareholders.
<PAGE>
Compensation of Chief Executive Officer
As indicated above, the Company's executive compensation program is
partially based upon business performance and increases in an executive's yearly
compensation are dependent upon the Company's performance in that year.
George F. Donovan was elected President and Chief Operating Officer in
October, 1993 and assumed the position of Chief Executive Officer in December,
1993. Mr Donovan's base salary together with annual bonus increased in fiscal
1996 by 17% over fiscal 1995. The increase reflects an adjustment for (a)
leading the Company to improved financial performance for the most recent fiscal
year (b) the continued development of the Company's business lines to include
timeshare development and sales and (c) expanded responsibilities by reducing
the number of officers receiving compensation in excess of $100,000 over the
prior year.
Mr. Donovan was also awarded options to purchase 52,500 shares of the
Company's Common Stock during fiscal 1996 compared to the award of options to
purchase 66,150 shares in fiscal 1995. (These figures are adjusted to give
effect to Common Stock dividends paid in each year.)
In determining Mr. Donovan's compensation, the Committee concluded that his
experience in, and knowledge of, the recreational land, residential real estate
and timesharing industries support his compensation arrangement. The Committee's
knowledge of Mr. Donovan's successful background, including his service as the
chief executive officer of another public real estate company, together with its
observations of Mr. Donovan's performance during his tenure with the Company,
served equally to assure the Committee of his ability to lead the Company as its
chief executive. The Committee and the Board believe that realization of success
in attaining the five-year plan objectives of the Company are best assured by
retaining Mr. Donovan.
Compensation Committee
Joseph C. Abeles
Ralph A. Foote
Stuart A. Shikiar
Bradford T. Whitmore
Executive Compensation
Summary Compensation Table
The following table sets forth information concerning the annual and
long-term compensation for services rendered in all capacities to the Company
and its subsidiaries by the Company's Chief Executive Officer and the other
three most highly compensated executive officers (the "Named Executive
Officers"). None of the Company's other executive officers earned total salary
and bonus in excess of $100,000 for services rendered during fiscal 1996.
<PAGE>
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
Annual Compensation
All
Name and Securities Other
Principal Fiscal Underlying Compensation
Position Year Salary($) Bonus($)(1) Options(#)(2) ($)(3)
<S> <C> <C> <C> <C> <C>
George F. Donovan, 1996 $300,000 $139,129 52,500 $39,120
President, Chief Executive Officer 1995 $275,000 $100,000 66,150 $ 501
and Director 1994 $116,346 $75,000 229,320 $ ---
Alan L. Murray, 1996 $175,000 $61,475 26,250 $ 2,078
Treasurer and Chief Financial Officer 1995 $160,000 $35,000 33,075 $ 2,204
1994 $150,000 $32,500 43,533 $ 2,432
Patrick E. Rondeau, 1996 $160,000 $61,475 26,250 $ ---
Director of Corporate Legal Affairs 1995 $145,000 $33,000 31,500 $ ---
Vice President and Secretary/Clerk 1994 $134,615 $27,500 23,849 $ ---
Daniel C. Koscher, 1996 $150,000 $61,475 26,250 $ 1,751
Vice President and Assistant Secretary 1995 $125,000 $33,000 31,500 $ 1,430
1994 $100,000 $25,000 23,849 $ 1,492
</TABLE>
(1) Bonus amounts earned for each fiscal year are paid during the
subsequent fiscal year.
(2) Represents incentive stock options granted under the Company's Second
Amended and Restated 1985 Stock Option Plan to purchase the stated number of
shares of Common Stock. Incentive stock options have been adjusted to reflect
Common Stock dividends.
(3) Represents the employer matching contributions to the Company's Section
401(k) Retirement Savings Plan for the benefit of each Named Executive Officer
and, in the case of George Donovan, includes approximately $37,000 in relocation
related payments.
Stock Option Grants in Last Fiscal Year
The following table sets forth certain information concerning stock options
granted to the Named Executive Officers during fiscal 1996, adjusted to reflect
the 5% Common Stock dividend paid in March, 1996.
<TABLE>
<CAPTION>
Potential Realization
Value at Assumed
Annual Rates of Stock
Price Appriciation
for Option Term(1)
Individual Grants
Number of Percent of
Securities Total Options
Underlying Granted to Exercise
Options Employees Price per Experition
Name Granted (#)(2) in Fiscal Year ($ Per Share) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C>
George F. Donovan 52,500 20% $4.51 9/22/05 $148,907 $377,358
Alan L. Murray 26,250 10% $4.51 9/22/05 $ 74,453 $188,679
Patrick E. Rondeau 26,250 10% $4.51 9/22/05 $ 74,453 $188,679
Daniel C. Koscher 26,250 10% $4.51 9/22/05 $ 74,453 $188,679
</TABLE>
(1) As required by the rules promulgated by the Securities and Exchange
Commission, potential realizable values are based on the prescribed assumption
that the Company's Common Stock will appreciate in value from the date of grant
to the end of the option term at rates (compounded annually) of 5% and 10%,
respectively, and therefore are not intended to forecast possible future
appreciation, if any, in the price of the Company's Common Stock.
(2) These options become exercisable in five equal annual installments
commencing on September 22, 1996.
<PAGE>
Fiscal Year End Option Values
During fiscal 1996, none of the Named Executive Officers exercised stock
options issued by the Company. The following table sets forth information
regarding the number and unrealizable value of unexercised options, adjusted to
give effect to Common Stock dividends, and held by the Named Executive Officers
at March 31, 1996.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at Fiscal Year End (#) at Fiscal Year End ($)
Name Exercisable (E) vs Unexercisable (U) Exercisable (E) vs Unexercisable (U)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
George F. Donovan 136,075 E $154,579 E
229,782 U $154,887 U
Alan L. Murray 75,125 E $194,829 E
57,547 U $ 49,875 U
Patrick E. Rondeau 56,388 E $148,392 E
50,865 U $ 36,655 U
Daniel C. Koscher 71,064 E $177,532 E
50,865 U $ 36,655 U
</TABLE>
Compensation of Division Presidents and Regional Managers
Divisional Presidents and Regional Managers have oversight responsibility
for the acquisition, development and sale of the Company's real estate
inventories. Compensation for the Company's five Division Presidents typically
includes a base salary of approximately $100,000 accompanied by performance
bonuses. Compensation for the Company's eight Regional Managers typically
includes a base salary of approximately $50,000 accompanied by several
performance bonuses. Bonuses are established to reward strong performance by a
subsidiary and the payment of a bonus is subject to exceeding predetermined,
acceptable performance objectives. Management defined these objectives to
address operating benchmarks deemed critical to the success of the subsidiary.
They include, but are not limited to, the attainment of projected retail sales
and operating profit, containment of overhead costs, achievement of maximum
operating profits, optimizing transactional cash flow and, on a project by
project basis, surpassing gross margin projections.
<PAGE>
Performance Graph
The following graph assumes an investment of $100 on April 1, 1991 and
thereafter compares the yearly percentage change in cumulative total return to
shareholders of the Company with a industry peer group (the industry peer group
consists of Amrep Corporation, Atlantic Gulf Communities, Avatar Holdings,
Fairfield Communities, FM Properties and St. Joe Paper Company) and a broad
market index (the S&P 500). The graph also compares the Company's performance to
the Dow Jones Real Estate Investment Index and the Dow Jones Equity Market
Index, such indexes used in prior fiscal years. In an effort to compare
Bluegreen Corporation to similar companies, with like-businesses of more similar
size, a new customized industry peer group was included in the current year. The
graph shows performance on a total return (dividend reinvestment) basis.
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[GRAPHIC OMITTED]
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1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Bluegreen Corporation 100.00 186.77 413.49 388.42 408.91 540.71
Peer Group 100.00 116.87 134.90 172.09 188.82 181.12
Dow Jones Real Estate Investment Index 100.00 90.49 89.97 94.46 98.35 100.00
S&P 500 100.00 111.04 127.95 129.84 150.05 198.22
Dow Jones Equity Market Index 100.00 86.69 113.34 130.89 130.91 152.72
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The Compensation Committee Report on Executive Compensation and the
Performance Graph above shall not be deemed "soliciting material" or
incorporated by reference into any of the Company's filings with the Securities
and Exchange Commission by implication or by any reference in any such filing to
this Proxy Statement.
Certain Transactions and Other Information
Ralph A. Foote, a Director of the Company, is a senior partner of the
Middlebury, Vermont law firm of Conley & Foote which rendered services to the
Company during fiscal 1996. The total amount paid to Conley & Foote by the
Company for services rendered during fiscal 1996 was approximately $5,000. It is
anticipated that Conley & Foote will continue to perform certain legal services
for the Company during fiscal 1997. See "Compensation Committee Interlocks and
Insider Participation".
<PAGE>
Frederick M. Myers, a Director of the Company, is a senior partner of the
Pittsfield, Massachusetts law firm of Cain, Hibbard, Myers & Cook, which
rendered services to the Company during fiscal 1996. The total amount paid to
Cain, Hibbard, Myers & Cook by the Company for services rendered during fiscal
1996 was approximately $14,000. It is anticipated that Cain, Hibbard, Myers &
Cook will continue to perform certain legal services for the Company during
fiscal 1997.
In connection with George F. Donovan's appointment as the Company's Chief
Executive Officer and his relocation, on November 15, 1993, the Board of
Directors authorized a $130,000 loan which accrues interest at the prime lending
rate through June 1, 1996. The loan shall not bear interest from June 2, 1996
through June 1, 1998 at which time loan is due and payable. The Board also
approved the payment of $28,000 to Mr. Donovan's current residential community
for an equity membership. The equity membership is fully refundable by the
residential community in the event Mr. Donovan's home is sold.
In May 1988, the Company's Board of Directors approved a policy regarding
the purchase of property from the Company by employees or executive officers,
which policy was amended in March, 1993. Under this policy, one parcel per year
may be purchased from the Company for 15% below the retail price of such parcel.
An employee taking advantage of a discount may not receive a commission on the
sale and the sale will not be included for purposes of any bonus calculations.
In addition, employees or executive officers may receive financing on one lot at
a time for up to 90% of the purchase price at the prevailing rate provided that
the employee qualifies for such financing under the Company's credit policy with
no exceptions. Under the policy, borrowings by any employee will be limited to
$100,000. Any purchaser under the policy must agree to hold the parcel for at
least two years before selling, provided that a sale may be made at any time
after termination of employment. Notwithstanding the foregoing, all purchases by
executive officers under the policy are required to be approved by the Board of
Directors. No purchases under the policy were made by any executive officer
during fiscal 1996.
Any existing loans to the Company's officers and employees other than in
the ordinary course of business have been approved, and any such future loans
will be approved, by a majority of disinterested, non-management Directors. It
is also the Company's policy that any transaction with an employee, officer,
Director or principal shareholder, or affiliate of any of them, involving in
excess of $1,000 (other than in the ordinary course of the Company's business)
shall be approved by a majority vote of disinterested Directors, and any such
transaction will be on terms no less favorable to the Company than those which
could reasonably be obtained from an independent third party.
Section 16 Compliance
Rule 16(a)-3 of the Exchange Act requires that a statement of changes in
beneficial ownership of securities of an issuer held by a Director or officer be
reported on Form 4 within ten (10) days after the end of the month in which the
change occurs. There were no delinquent filings during fiscal 1996.
<PAGE>
Other Matters
As of the date of this Proxy Statement, the Board of Directors knows of no
business to come before the meeting except as set forth above. If any other
matters should properly come before the meeting, it is expected that the
enclosed proxy will be voted on such matters in accordance with the best
judgment of the proxies. Discretionary authority with respect to any such
matters is conferred by the proxy.
By the order of the Board of Directors,
Patrick E. Rondeau, Clerk
June 20, 1996
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH
31, 1996, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO, FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION WILL BE PROVIDED WITHOUT CHARGE UPON
WRITTEN REQUEST TO INVESTOR RELATIONS, BLUEGREEN CORPORATION, 5295 TOWN CENTER
ROAD, SUITE 400, BOCA RATON, FLORIDA 33486.
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APPENDIX
A
BLUEGREEN CORPORATION
5295 TOWN CENTER ROAD, SUITE 400
BOCA RATON, FLORIDA 33486
The undersigned stockholder of BLUEGREEN CORPORATION, a Massachusetts corporation, hereby acknowledges receipt of the Notice of
Annual Meeting of Stockholders and Proxy Statement, each dated June 20, 1996, and hereby appoints Patrick E.
Rondeau proxy and attorney-in-fact with full power of substitution, on behalf and in the name of the undersigned, to represent the
undersigned at the 1996 Annual Meeting of Stockholders of BLUEGREEN CORPORATION to be held on Thursday, July
25, 1996 at 10:00 a.m. local time at the Sheraton New York Hotel at Seventh Avenue and 52nd Street, New York, New York, and at any
adjournment(s) thereof and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there
personality present, on the matters set forth below. Such attorney or substitute shall have and may exercise all of the
powers of said attorney-in-fact thereunder.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER, OR IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND AS SAID PROXY DEEMS ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE
THE ANNUAL MEETING.
1. FIX THE NUMBER OF 2. ELECT DIRECTORS
DIRECTORS AT SIX
FOR all nominees WITHHOLD (INSTRUCTION: To withhold authority to vote for any
listed (except as AUTHORITY individual nominee strike a line through the
marked to the to vote for all nominee's name in the list below)
FOR AGAINST ABSTAIN contrary) nominees listed
Joseph C. Abeles, George F. Donovan, Ralph A. Foote,
I I I I I I I I I I Frederick M. Myers, Stuart A. Shikiar, Bradford T.
Whitmore
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before this meeting.
Please sign exactly as your name appears on this
proxy. When shares are held by joint tenants or as
community property, both should sign. When signing
` as attorney, give full title as such. If a
executor, admininistrator, trustee or guardian,
please give full title as such. If a corporation,
please sign the full corporate name by President
or other authorized officer.
If a partnership, please sign in partnership
name by authorized person.
----------------------------------------------------
Signature
----------------------------------------------------
Signature
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PLEASE VOTE, SIGN, DATE AND RETURN USING
PROCESSING EQUIPMENT WILL RECORD YOUR VOTES" THE ENCLOSED ENVELOPE
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