Bluegreen Corporation
5295 Town Center Road, Suite 400
Boca Raton, Florida 33486
Tel: (561) 361-2700 Fax: (561) 361-2800
June 27, 1997
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 Wednesday,
July 30, 1997 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. Following 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 30, 1997
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 Wednesday, July 30, 1997, to consider
and act on the following matters:
(1) To fix the number of Directors for the ensuing year at seven;
(2) To elect seven Directors and
(3) To transact such other business as may properly come before the
meeting or any adjournments thereof.
The close of business on June 18, 1997 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 27, 1997
<PAGE>
BLUEGREEN CORPORATION
5295 Town Center Road, Suite 400
Boca Raton, Florida 33486
(561) 361-2700
_____________________________
Annual Meeting of Shareholders
July 30, 1997
_____________________________
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 Wednesday, July
30, 1997, 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 27, 1997.
Outstanding Voting Securities
The Board of Directors has fixed the close of business on June 18, 1997 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
20,601,871 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
1998 Annual Meeting of Shareholders must be received by the Company not later
than February 27, 1998 to be included in the Company's Proxy Statement and form
of proxy relating to the 1998 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 Seven 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 seven.
Unless contrary instructions are received, the enclosed proxy will be voted
for fixing the number of Directors at seven and for the election of the seven
nominees listed herein. Each of the nominees is currently serving as a Director
of the Company and was elected by the shareholders at the 1996 Annual Meeting,
with the exception of J. Larry Rutherford who was elected on April 25, 1997 by
the Board. 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 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.
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.
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.
J. Larry Rutherford was elected to the Board of Directors in April,
1997. Since 1990, he has been President and Chief Executive Officer of Atlantic
Gulf Communities, a publicly traded real estate development company. In 1992,
Mr. Rutherford was named as a defendant in a three-count Information filed by
the State Attorney for Broward County, Florida. The charges in the Information,
which include a charge of vehicular homicide, relate to an April, 1991 traffic
accident in which a passenger was killed. Following review of the circumstances
surrounding this accident and the charges, the Board determined that the
pendency of this proceeding likely will not adversely affect Mr. Rutherford's
ability to perform his duties as a Director of the Company.
Stuart A. Shikiar has been a Director since 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 and 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.
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of May 23, 1997 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>
<C> <C> <C> <C> <C> <C> <C>
Shares of
Common
Options Stock Total
Exercisable Issuable Upon Shares Percent of
Director Common Within 60 Conversion of Beneficially Shares
Name Age Since Stock Days Debentures (1) Owned Outstanding (2)
Joseph C. Abeles (3) 82 1987 364,553 79,051 237,985 681,589 3.1%
George F. Donovan 58 1991 92,187 211,669 --- 303,856 1.4%
Ralph A. Foote 73 1987 7,870 102,900 --- 110,770 *
L. Nicholas Gray 50 --- --- --- --- --- ---
Daniel C. Koscher 40 --- 1,218 90,699 --- 91,917 *
Frederick M. Myers (4) 74 1990 143,325 90,976 --- 234,301 1.1%
Patrick E. Rondeau 50 --- 11,339 76,023 --- 87,362 *
J. Larry Rutherford 51 1997 --- --- --- --- ---
Stuart A. Shikiar (5) 51 1994 618,068 32,041 29,126 679,235 3.1%
Bradford T. Whitmore (6) 40 1990 758,146 85,014 --- 843,160 3.8%
All Directors and
executive officers as
a group (14 persons) --- --- 2,107,709 813,122 267,111 3,187,942 14.5%
Best Investments
International Inc.
P.O. Box N-3242, IDB House
East Bay Street
Nassau, Bahamas (7) --- --- 1,629,858 --- 166,617 1,796,475 8.2%
Grace Brothers, Ltd.
1560 Sherman Avenue
Suite 900
Evanston, Illinois 60201 (7) --- --- 1,676,826 --- 506,675 2,183,501 10.0%
Franklin Resources
777 Mariners Island Blvd.
San Mateo, California 94404 (7)--- --- 1,192,945 --- --- 1,192,945 5.4%
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 20,158,871
shares currently outstanding.
(3) Includes 11,574 shares and 52,427 shares, respectively,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 431,592 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/13D filed with the Securities and
Exchange Commission.
<PAGE>
Board of Directors and its Committees
The Board of Directors of the Company held twelve meetings during the
fiscal year ended March 30, 1997. 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 1997, except for Mr. Myers who was unable to attend one
Board of Director Meeting and one of the two meetings of the Compensation
Committee.
Directors of the Company who are employees of the Company do not receive
fees or retainers for serving as Directors. For fiscal 1997, each non-management
Director received an annual retainer of $17,500, an $800 fee for each Board
meeting attended and reimbursement of reasonable out-of-pocket travel expenses
to attend Board of Director meetings. 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. The exercise
price is equal to the closing market price of the Company's common stock on the
New York Stock Exchange on the date of grant.
Audit Committee
The Audit Committee, which met once during fiscal 1997, 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 1997, 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 1997. 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.
<PAGE>
Compensation Committee Interlocks and Insider Participation
During fiscal 1997, 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. Bradford T. Whitmore is a general partner of Grace Brothers,
Ltd., an investment partnership and broker-dealer. In March, 1997, Grace
Brothers, Ltd. extended a short-term loan to the Company in the amount of $1.5
million which loan was repaid in May, 1997.
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 the Company's business strategy, 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.
The three components of the Company's compensation program for executive
officers are (i) base compensation, (ii) annual bonus plan and (iii) incentive
stock options.
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. The Compensation Committee determined not to grant salary
increases for the executive officers named in the "Summary Compensation Table"
during 1997. This decision reflects the committee's preference to emphasize
performance based incentive compensation over base salary as well as the
committee's assessment that current base salaries are in the mid-range of those
companies involved in similar operations and of similar size.
<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 with the objective of
attracting, rewarding and retaining individuals of the highest quality. As a
pay-for-performance plan, year-end cash bonus awards are paid upon the
achievement of performance goals established for the fiscal year. Participants
are 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/or
(2) key individual performance which contributes to critical results for the
management position. A weighting is established for each component taking into
account the relative importance of each based on each executive officer's
position. Appropriate performance objectives are established by the Compensation
Committee for each fiscal year in support of the Company's strategic plan.
Incentive Stock Options
Stock options align the interests of employees and shareholders 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 1997. See "Option
Grants in Last Fiscal Year".
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.
Compensation of Chief Executive Officer
During 1997, the base salary of Mr. George F. Donovan, President and Chief
Executive Officer, remained unchanged. As detailed below in the "Summary
Compensation Table", Mr. Donovan was awarded an annual bonus of $86,000 and
stock options entitling him to purchase 30,000 shares of the Company's common
stock, vesting over a five year period for fiscal 1997. Additionally, the
Company has purchased term life insurance for Mr. Donovan's benefit, at a
premium cost during 1997 of $56,808. This compares to the award of an annual
bonus of $139,129 and stock options entitling him to purchase 52,500 shares of
the Company's common stock vesting over a five year period for 1996. While
certain pre-determined strategic goals were successfully accomplished during
fiscal 1997, the overall reduction in annual bonus and option awards for Mr.
<PAGE>
Donovan was the result of the Company not meeting certain financial performance
objectives during 1997. The Committee concludes that total 1997 is competitive
and aligned in the mid-range of total compensation for other chief executives of
publicly held companies in similar businesses and of similar size. Furthermore,
the Committee believes that total 1997 compensation reflects its confidence in
Mr. Donovan's ability to lead the Company to execute the strategic plans,
including the development and expansion of the relatively new Resorts
(timeshare) Division. The Committee's knowledge of Mr. Donovan's successful
background, including his service as the chief executive officer of another
publicly held real estate company, together with its observations of Mr.
Donovan's performance during his tenure with the Company, served equally to
assure the Committee of his ability to lead the Company as its chief executive.
Compensation Committee
Joseph C. Abeles
Ralph A. Foote
Stuart A. Shikiar
Bradford T. Whitmore
Executive Compensation
Summary Compensation Table
The following table sets forth compensation for the past three fiscal years
for the Company's Chief Executive Officer and the other four most highly
compensated executive officers (the "Named Executive Officers").
<TABLE>
<CAPTION>
<C> <C> <C> <C> <C>
Long-Term
Compensation
Annual Compensation Awards
Securities
Underlying
Name and Principal Position Fiscal Year Salary ($) Bonus ($) (1) Options (#)(2) All Other Compensation
George F. Donovan 1997 $300,000 $ 86,000 30,000 $ 59,183
President and Chief 1996 $300,000 $ 139,129 52,500 $ 39,120
Executive Officer 1995 $275,000 $ 100,000 66,150 $ 501
Patrick E. Rondeau 1997 $160,000 $ 38,000 15,000 $ 17,666
Senior Vice President, 1996 $160,000 $ 61,475 26,250 $ ---
Director of Corporate Legal 1995 $150,000 $ 35,000 33,075 $ ---
Affairs and Clerk
Daniel C. Koscher 1997 $150,000 $ 38,000 15,000 $ 8,369
Senior Vice President, Land 1996 $150,000 $ 61,475 26,250 $ 1,751
Division 1995 $125,000 $ 33,000 31,500 $ 1,430
L. Nicholas Gray 1997 $130,000 $ 38,000 --- $ 20,582
Senior Vice President, Resorts 1996 $ --- $ --- --- $ ---
Division 1995 $ --- $ --- --- $ --- ---
Alan L. Murray (4) 1997 $175,000 $ --- 15,000 $ 1,935
Treasurer and Chief 1996 $175,000 $ 61,475 26,250 $ 2,078
Financial Officer 1995 $160,000 $ 35,000 33,075 $ 2,204
</TABLE>
<PAGE>
_____________________
(1) Bonus amounts earned for each fiscal year are paid during the subsequent
fiscal year.
(2) Figures for 1997 represent incentive stock options granted under the
Company's 1995 Stock Incentive. Figures for 1995 and 1996 represent
incentive stock options granted under the Company's Second Amended and
Restated 1985 Stock Option Plan. Incentive stock options for 1995 and 1996
have been adjusted to reflect Common Stock dividends.
(3) Other compensation for 1997 includes contributions to the Company's Section
401(k) Retirement Savings Plan for the benefit of each Named Executive
Officer (Mr. Donovan - $2,375; Mr. Rondeau - $2,768; Mr Koscher - $2,375;
Mr. Gray - $1,623 and Mr. Murray - $1,935) and dollar amounts of premiums
paid on life insurance policies for the benefit of the Named Executive
Officer (Mr. Donovan - $56,808; Mr. Rondeau - $14,898; Mr Koscher - $5,994
and Mr. Gray - $18,959).
(4) The Company entered into a separation agreement with Alan L. Murray on
April 25, 1997. Under the agreement, the Company shall pay Mr. Murray
$153,125 in severance pay, provide health benefits continuation for a
period of eighteen months and accelerate the vesting date for all of Mr.
Murray's outstanding stock options which shall remain exercisable until
November 25, 1997.
See table outlining "Fiscal Year End Option Values".
Option Grants in Last Fiscal Year
The following table sets forth certain information concerning stock options
granted to the Named Executive Officers during fiscal 1997.
<TABLE>
<CAPTION>
<C> <C> <C> <C> <C> <C>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Option Term (1)
Individual Grants
Percent of
Number of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Expiration
Name Granted (#) (2) in Fiscal Year ($ Per Share) Date 5% ($) 10% ($)
George F. Donovan 30,000 40% $ 4.25 6/05/06 $218,068 $228,452
Patrick E. Rondeau 15,000 20% $ 4.25 6/05/06 $109,034 $114,226
Daniel C. Koscher 15,000 20% $ 4.25 6/05/06 $109,034 $114,226
L. Nicholas Gray --- --- --- --- --- ---
Alan M. Murray 15,000 20% $ 4.25 6/05/06 $109,034 $114,226
</TABLE>
_____________________
(1) As required by the rules promulgated by the Securities and Exchange
Commission, potential realizable values are based on the prescribed
assumption that the Company's Common Stock will appreciate in value from
the date of grant to the end of the option term at rates (compounded
annually) of 5% and 10%, respectively, and therefore are not intended to
forecast possible future appreciation, if any, in the price of the
Company's Common Stock.
(2) These options become exercisable in five equal annual installments
commencing on June 5, 1997.
<PAGE>
Fiscal Year End Option Values
During fiscal 1997, none of the Named Executive Officers exercised stock
options issued by the Company. The following table sets forth information
regarding the number and unrealizable value of unexercised options, adjusted to
give effect to Common Stock dividends, and held by the Named Executive Officers
as of March 30, 1997. Unrealizable value is computed by multiplying the number
of shares purchasable by the amount by which the closing market price of the
Company's Common Stock on the New York Stock Exchange on March 27, 1997 exceeds
the exercise price.
Number of
Securities Underlying
Unexercised Value of Unexercised
Options at In-the-Money Options at
Year End (#) Fiscal Year End ($)
Exercisable (E) vs Exercisable (E) vs
Name Unexercisable (U) Unexercisable (U)
George F. Donovan 174,552 E $ --- E
203,418 U $ --- U
Patrick E. Rondeau 66,408 E $ 78,865 E
55,845 U $ --- U
Daniel C. Koscher 81,084 E $ 88,898 E
55,845 U --- U
Alan L. Murray 147,672 E $ 103,570 E
--- U --- U
Compensation of Divisional Presidents and Regional Managers
The Company's Divisional Presidents/Regional Executive Directors and
Regional Managers have oversight responsibility for the acquisition, development
and sale of the Company's real estate inventories. Compensation for the
Company's six Division Presidents/Regional Executive Directors includes a base
salary that currently ranges from $50,000 to $144,000 accompanied by performance
bonuses. Compensation for the Company's seven Regional Managers typically
includes a base salary that currently ranges from $25,000 to $80,000 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. Annual bonus awards for
Divisional Presidents/Regional Managers generally do not exceed $50,000 with the
exception those awards for management of the Company's Texas land operation
where annual bonuses for fiscal 1997 ranged from $150,000 to $350,000.
<PAGE>
Performance Graph
The following graph assumes an investment of $100 on April 1, 1992 and
thereafter compares the yearly percentage change in cumulative total return to
shareholders of the Company with an industry peer group (consisting of Amrep
Corporation, Atlantic Gulf Communities, Avatar Holdings, Fairfield Communities,
ILX Inc., Signature Resorts and Vacation Break) and a broad market index (the
S&P 500). The industry peer group utilized in the prior year comparison is also
included (the prior year industry peer group consisted of Amrep Corporation,
Atlantic Gulf Communities, Avatar Holdings, Fairfield Communities, FM Properties
and St. Joe Paper Company). The current year peer group has been expanded to
include additional similar companies with like-businesses (specifically three
timeshare operators and a land developer). The graph shows performance on a
total return (dividend reinvestment) basis. The graph lines connect fiscal
year-end dates and do not reflect fluctuations between those dates.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
<C> <C> <C> <C> <C> <C>
1992 1993 1994 1995 1996 1997
Bluegreen Corporation 100.00 $221.90 $207.97 $218.94 $289.51 $204.36
Current Year Peer Group 100.00 113.94 139.42 137.76 145.57 177.90
Prior Year Peer Group 100.00 115.43 147.25 161.57 154.98 214.35
S&P 500 100.00 115.23 116.93 135.13 178.51 213.89
</TABLE>
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
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 1997. The total amount paid to
Cain, Hibbard, Myers & Cook by the Company for services rendered during fiscal
1997 was approximately $10,600. It is anticipated that Cain, Hibbard, Myers &
Cook will continue to perform certain legal services for the Company during
fiscal 1998.
<PAGE>
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 accrued interest at the prime lending
rate through June 1, 1996. The loan does 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.
Bradford T. Whitmore, a director of the Company, is a general partner of
Grace Brothers, Ltd., an investment partnership and broker-dealer. In March,
1997, Grace Brothers, Ltd. extended a short-term loan to the Company in the
amount of $1.5 million which loan was repaid in May, 1997. The interest rate
charged under the agreement was prime plus 1%.
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/timeshare
interval per year may be purchased from the Company for 15% below the retail
price of such parcel/interval. 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/interval 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
1997.
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(a) Beneficial Ownership Reporting 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, officer and
owner of more than ten percent of the Common Stock be reported on Form 4 within
ten (10) days after the end of the month in which the change occurs. Based on a
review of the forms submitted to the Company, there were no delinquent filings
during fiscal 1997.
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.
<PAGE>
By the order of the Board of Directors,
Patrick E. Rondeau, Clerk
June 27, 1997
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH
30, 1997, 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.
<PAGE>
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 27, 1997, 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 1997 Annual Meeting of Shockholders of BLUEGREEN CORPORATION to be held on
Wednesday, July 30, 1997 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 personally 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 DIRECTION IS NOT 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 DIRECTORS AT SEVEN __FOR __AGAINST __ABSTAIN
2. ELECT DIRECTORS
FOR ALL NOMINEES LISTED (EXCEPT AS MARKED
TO THE CONTRARY) __
WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
LISTED __
(INSTRUCTIONS: To withold authority to vote for any individual nominee strike a
line through the nominees name in the list below)
Joseph C. Abeles
George F. Donovan
Ralph A. Foote
Frederick M. Myers
J. Larry Rutherford
Stuart A. Shikiar
Bradford T. Whitmore
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 an executor, administrator, trustee or
guardian, please give the 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 PROCESSING EQUIPMENT WILL RECORD
YOUR VOTES."
