<PAGE> 1
OMD APPROVAL
OMD Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No._____10____)
Bluegreen Corporation
- -----------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- -----------------------------------------
(Title of Class Securities)
096231105
- -----------------------------------------
(CUSIP Number)
David J. Allen, Esquire, 290 South County Farm Rd., Third
Floor, Wheaton, IL 60187-4526 (630) 588-7200
- -----------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
July 24, 1997
- -----------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13-1(b) (3) or (4), check the following box / /.
Check the following box if a fee is being paid with the
statement / /. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 096231105 2 OF 4 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRADFORD T. WHITMORE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7 SOLE VOTING POWER
NUMBER OF 827,394 SHARES OF COMMON STOCK, INCLUDING
SHARES 69,248 SHARES UPON EXERCISE OF STOCK OPTIONS
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 827,394 SHARES OF COMMON STOCK, INCLUDING
PERSON WITH 69,248 SHARES UPON EXERCISE OF STOCK OPTIONS
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
827,394 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE> 3 OF 4 PAGES
SCHEDULE 13D
CUSIP NO. 096231105 PAGE 3 OF 4 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GRACE BROTHERS, LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)/ /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
ILLINOIS LIMITED PARTNERSHIP
7 SOLE VOTING POWER
NUMBER OF 2,183,500 SHARES, INCLUDING 506,674 SHARES BY
SHARES CONVERSION OF $4,175,000 PRINCIPAL AMOUNT OF
8-1/4% CONVERTIBLE DEBENTURES DUE 2012 (THE
"DEBENTURES").
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,183,500 SHARES, INCLUDING 506,674 SHARES BY
PERSON CONVERSION OF $4,175,000 PRINCIPAL
WITH AMOUNT OF 8-1/4% CONVERTIBLE DEBENTURES DUE
2012 (THE "DEBENTURES").
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,183,500 SHARES
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
14 TYPE OF REPORTING PERSON*
PN,BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE> 4
Page 4 of 4 Pages
Item 1. Security and Issuer
This statement relates to common stock, par value $.01 per
share (the "Common Stock"), issued by Bluegreen Corporation,
a Massachusetts corporation (the "Company"), whose principal
executive offices are located at 5295 Town Center Road, Boca
Raton, Florida, 33486.
Item 4. Purpose of Transaction
This 13D is being filed to reflect the following occurrence:
The company announced on July 24, 1997 that it has entered
into a definitive agreement to acquire RDI Group, Inc.
("RDI"), subject to certain closing conditions and approvals.
Subject to this acquisition being consummated, Grace
Brothers, Ltd. has agreed to provide a portion of the
acquisition cost of RDI by purchasing from the company a $5
million, 8% coupon, 5 year note, which would be convertible
into the company's common stock at a price of $3.92 per
share. If the closing of the acquisition takes place and
Grace purchases the note, it will then be able to convert
into 1,275,510 new shares of the company's common stock.
Because the purchase of this convertible note has not yet
taken place, the share ownership listed in this schedule
13(D) does not reflect this potential additional 1,275,510
shares.
SIGNATURE
Grace Brothers, Ltd., after reasonable inquiry and to the
best of its knowledge and belief certifies that the
information set forth in this statement is true, complete and
correct.
Grace Brothers, Ltd.
By:X____________________
Bradford T. Whitmore
General Partner
Grace Brothers, Ltd.
X_______________________
Bradford T. Whitmore
Dated: July 28, 1997
