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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:
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<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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PATTEN 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:
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[PATTEN CORPORATION LETTERHEAD]
5295 TOWN CENTER ROAD, SUITE 400
BOCA RATON, FLORIDA 33486
TEL: (407) 361-2700 FAX: (407) 361-2800
January 16, 1996
To our shareholders:
You are cordially invited to attend a Special Meeting of Shareholders
of Patten Corporation (the "Company") which will be held at the offices of the
Company, 5295 Town Center Road, Suite 400 Boca Raton, Florida on Thursday,
February 15, 1996 at 10:00 a.m., local time.
The accompanying Notice of the Special Meeting and Proxy Statement
describe the formal business to be transacted at the meeting and contain
certain information about the Company.
Please sign, date and return the enclosed proxy card promptly. If you
attend the meeting, 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,
/s/ George F. Donovan
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George F. Donovan
President and Chief Executive Officer
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PATTEN CORPORATION
5295 TOWN CENTER ROAD, SUITE 400
BOCA RATON, FLORIDA 33486
NOTICE OF SPECIAL MEETING
TO BE HELD ON FEBRUARY 15, 1996
A Special Meeting of the Shareholders of Patten Corporation (the
"Company") will be held at the offices of the Company, 5295 Town Center Road,
Suite 400, Boca Raton, Florida on Thursday, February 15, 1996 at 10:00 a.m.
local time, to consider and act on the following matters:
1. To approve an amendment to the Company's Restated Articles of Organization,
as amended, changing the name of the Company to Bluegreen Corporation; and
2. To transact such other business as may properly come before the meeting or
any adjournments thereof.
The close of business on January 2, 1996 has been fixed as the record
date for determining the shareholders entitled to notice of, and to vote at,
the Special 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 OR CHOOSE
NOT TO ATTEND THE MEETING.
By order of the Board of Directors,
/s/ Patrick E. Rondeau
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Patrick E. Rondeau
Clerk
January 16, 1996
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PATTEN CORPORATION
5295 TOWN CENTER ROAD, SUITE 400
BOCA RATON, FLORIDA 33486
(407) 361-2700
_____________________________
SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 15, 1996
_____________________________
PROXY STATEMENT
______________________________
INFORMATION CONCERNING SOLICITATION
This Proxy Statement is furnished to holders of common stock of Patten
Corporation (the "Company") in connection with the solicitation of proxies by
the Board of Directors of the Company for use at the Special Meeting of
Shareholders (the "Special Meeting") to be held at the offices of the Company,
5295 Town Center Road, Suite 400, Boca Raton, Florida on Thursday, February 15,
1996 at 10:00 a.m., local time, and any adjournments thereof. If the enclosed
proxy is signed and returned and is not revoked, it will be voted at the
Special Meeting in accordance with the instructions of the shareholder(s) who
execute(s) it. If no instructions are given, the proxy will be voted FOR the
approval of the amendment to the Company's Restated Articles of Organization,
as amended (the "Charter"), as proposed 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 the
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
will first be mailed to shareholders on or about January 16, 1996.
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OUTSTANDING VOTING SECURITIES
The Board of Directors has fixed the close of business on January 2,
1996, as the record date for determining the shareholders entitled to receive
notice of, and to vote at, the Special Meeting. The number of shares of common
stock of the Company ("Common Stock") outstanding and entitled to vote on that
date was 19,537,515, 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 Special Meeting.
The affirmative vote of the holders of a majority of the shares
outstanding and entitled to vote at the Special Meeting is required for the
approval of the amendment to the Company's Charter changing its name to
Bluegreen Corporation.
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 THE COMPANY'S NEXT ANNUAL MEETING
Proposals of shareholders of the Company intended to be presented at
the 1996 Annual Meeting of Shareholders must be received by the Company not
later than March 22, 1996 to be included in the Company's Proxy Statement and
form of proxy relating to the 1996 Annual Meeting. Other requirements for
inclusion are set forth in Rule 14a-8 under the Securities Exchange Act of
1934, as amended.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of December 1, 1995 by
(a) each Director, (b) the Company's Chief Executive Officer and the other four
most highly compensated officers who were serving as executive officers at the
end of the fiscal year (April 2, 1995) (c) all 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,
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each shareholder has sole voting and investment ownership with respect to the
shares of Common Stock listed.
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<CAPTION>
Shares of
Common Stock
Issuable
Exercisable Upon Percent of
Director Common Stock Options Conversion of Total Shares
Name Age Since Benefically Owned Within 60 days Debentures(1) Shares Outstanding(2)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph C. Abales(3) 81 1987 324,483 67,276 224,162 615,921 3.21%
George F. Donovan 57 1991 87,797 116,995 -- 204,792 *
Ralph A. Foote 72 1987 7,495 67,276 -- 74,771 *
Daniel C. Koscher 38 -- 1,160 51,159 -- 52,319 *
Alan L. Murray 48 -- 41,249 57,577 231 99,057 *
Frederick M. Myers(4) 73 1990 136,500 55,919 -- 192,419 *
Patrick E. Rondeau 49 -- 10,799 38,274 -- 49,073 *
Suart A. Shiklar(5) 49 1994 354,961 5,249 33,526 393,736 2.01%
Bradford T. Whitmore(6) 38 1990 1,943,510 50,240 482,659 2,476,409 12.37%
All Directors and executive 2,927,904 528,769 740,578 4,197,251 20.70%
officers as a group (12 persons)
- -------------------------------
Franklin Resources, Inc. -- -- 1,136,140 -- -- 1,136,140 5.52%
777 Mariners Island Blvd.
San Mateo, California 94404(4)
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* Less than 1%.
(1) The price of $8.65 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 and upon exercise of
any options held by the applicable stockholder or group, plus 19,537,515
shares outstanding as of December 1, 1995.
(3) Includes 11,024 shares and 47,398 shares issuable upon the conversion of
$410,000 aggregate principal amount of Debentures held by Mr. Abeles' wife of
which he disclaims beneficial ownership.
(4) Includes 136,500 shares of Common Stock held by Mr. Myers' wife and
children of which he disclaims beneficial ownership.
(5) Includes 2,890 shares of Common Stock issuable upon the conversion of
$25,000 aggregate principal amount of Debentures held indirectly by Mr.
Shikiar for which he disclaims beneficial ownership. Also includes 177,364
shares of Common Stock and 20,231 shares issuable upon the conversion of
$175,000 aggregate principal amount of Debentures over which Mr. Shikiar
exercises voting and investment power.
(6) Includes 1,207,180 shares of Common Stock and 482,659 shares issuable upon
the conversion of $4,175,000 aggregate principal amount of Debentures held by
Grace Brothers, Ltd. Mr. Whitmore is a general partner of Grace Brothers, Ltd.
Mr. Whitmore exercises shared voting and investment power with respect to such
share and disclaims beneficial ownership of such shares except to the extent of
his proportionate interest therein. Grace Brothers, Ltd. is located at 100 W.
Diversey Parkway, Suite 233, Chicago, Illinois 60614.
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(7) Represents holdings as of December 31, 1994 as reported on the most recent
Form 13G filed with the Securities and Exchange Commission, adjusted for a five
percent Common Stock dividend paid in March, 1995.
PROPOSAL TO APPROVE AMENDMENT TO ARTICLES OF CHARTER
On December 15, 1995, the Board of Directors of the Company approved a
resolution, subject to approval by the shareholders of the Company, amending
the Company's Charter to change the name of the Company to Bluegreen
Corporation.
The Board of Directors believes that the corporate name "Bluegreen
Corporation" will provide the Company with a distinctive name, broad enough to
cover all areas of operation as the Company continues to grow in existing
markets and expand into new product lines. While the Company is a real estate
operating entity, its land products are intended to fulfill a basic need of the
American middle class: to own property and secure a better lifestyle than in
preceding generations. Furthermore, the Company's expansion into timeshare
development and sales has broadened the base of its lifestyle products. The
Board of Directors believes that the name Bluegreen Corporation uniquely
reflects these various aspects of the Company's business.
If the proposed amendment to the Company's Charter is approved by the
shareholders and is not abandoned by the Board of Directors, such amendment
will become effective when Articles of Amendment of the Company's Charter are
filed with the Secretary of State of The Commonwealth of Massachusetts. It is
anticipated that such Articles of Amendment will be filed within 30 days of
approval of the amendment by the shareholders at the Special Meeting.
Notwithstanding approval of the Charter amendment by the shareholders at the
Special Meeting, however, at any time prior to the filing of the foregoing
Articles of Amendment with the Secretary of State of The Commonwealth of
Massachusetts, the Board of Directors may abandon such amendment without
further action by the shareholders of the Company if the Board deems such
abandonment to be in the best interests of the Company.
The Board of Directors recommends a vote FOR the above proposal to
change the name of the Company to Bluegreen Corporation.
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OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors knows
of no business to come before the Special 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,
/s/ Patrick E. Rondeau
- ----------------------
Patrick E. Rondeau
Clerk
January 16, 1996
5
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APPENDIX A
PATTEN CORPORATION
5295 TOWN CENTER ROAD, SUITE 400
BOCA RATON, FLORIDA 33486
The undersigned stockholder of PATTEN CORPORATION, a Massachusetts corporation,
hereby acknowledges receipt of the Notice of Special Meeting and Proxy
Statement, each dated January 16, 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 Special
Meeting of PATTEN CORPORATION to be held on Thursday, February 15, 1996 at
10:00 a.m. local time at the Offices of the Company 5295 Town Center Road,
Suite 400, Boca Raton, Florida, 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 personally present, on the matters set forth below. Either of
such attorneys or substitutes shall have and may exercise all of the powers of
said attorneys-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 THE PROPOSAL AND AS SAID PROXY DEEMS ADVISABLE ON SUCH OTHER MATTERS
AS MAY COME BEFORE THE SPECIAL MEETING.
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To approve an amendment to the Company's 2. In their discretion, the Proxies are authorized
Restated Articles of Organization, as amended, to vote upon such other business as may properly
changing the name of the Company to come before this meeting.
Bluegreen Corporation.
FOR AGAINST ABSTAIN I PLAN TO ATTEND 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,
executor, administrator, 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.
DATED: , 1996
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Signature
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Signature
PLEASE VOTE, SIGN, DATE AND RETURN USING
THE ENCLOSED ENVELOPE
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