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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 6, 1997
BLUEGREEN CORPORATION
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(Exact name of registrant as specified in its charter)
MASSACHUSETTS
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(State of incorporation or organization)
0-19292 03-0300793
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(Commission File Number) (I.R.S. Employer
Identification No.)
5295 TOWN CENTER ROAD, BOCA RATON, FLORIDA 33486
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (561) 361-2700
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective September 30, 1997, pusuant to a Stock Purchase Agreement
executed on October 6, 1997 (the "Agreement"), a wholly-owned subsidiary (the
"Subsidiary") of Bluegreen Corporation ("Bluegreen") acquired all of the issued
and outstanding capital stock of RDI Group, Inc., a Florida corporation and
Resort Title Insurance Agency, Inc., a Florida corporation (collectively, with
RDI Group, Inc., "RDI"). Prior to the sale, RDI's stockholders were Jeffrey J.
Keim, Randy L. Keim and David Bidgood (collectively, the "Stockholders"). The
aggregate consideration paid by the Subsidiary for all of the issued and
outstanding capital stock of RDI was $7,500,000. The purchase price was
determined as a result of arm's-length negotiations between Bluegreen and the
Stockholders. The Subsidiary paid $6,000,000 of the purchase price in cash and
$1,500,000 with a two year 9% promissory note from Bluegreen and the Subsidiary
(the "Seller Note") with a maturity date of October 3, 1999. Bluegreen borrowed
the $6,000,000 cash portion of the purchase price from Joseph Abeles, a director
of Bluegreen and Grace Brothers, Ltd., an affiliate of Bradford T. Whitmore, who
is also a director of Bluegreen, pursuant to a Note Purchase Agreement dated as
of September 11, 1997 (the "Note Agreement"). Pursuant to the Note Agreement,
Bluegreen executed two 8% convertible promissory notes in the aggregate
principal amount of $6,000,000 (the "8% Notes"). The 8% Notes have a maturity
date of September 11, 2002 and the outstanding balances of the 8% Notes are
convertible into Bluegreen's common stock at a conversion price of $3.92 per
share, subject to adjustment. Neither the 8% Notes nor any of the common stock
issuable upon the conversion thereof has been registered under the Securities
Act of 1933.
Headquartered in Fort Myers, Florida, RDI is a timeshare owner and
operator that, directly or through wholly-owned subsidiaries, owns and operates
time share resorts in Orlando, Florida and Wisconsin Dells, Wisconsin and
manages thirty other vacation ownership resorts.
In connection with the acquisition of RDI, (a) the Subsidiary was
granted an option to acquire the capital stock or assets of AmClub, Inc.
("AMCLUB"), a corporation owned by the Stockholders, which owns and operates a
timeshare resort in Virginia and (b) Bluegreen agreed to indemnify the
Stockholders for any future obligations in respect of guarantees executed by the
Stockholders of indebtedness of RDI and its affiliates (including AmClub). Also
in connection with the acquisition, each Stockholder entered into a three-year
employment agreement with Bluegreen providing for an annual base salary of
$180,000 and the grant by Bluegreen to the Stockholder of an incentive stock
option to acquire 60,000 shares of Bluegreen's common stock. The options vest
ratably over five years.
Bluegreen assumed that the above referenced transaction (the
"TRANSACTION") met the disclosure requirements set forth in Item 2 of Form 8-K
and accordingly filed a form 8-K on October 20, 1997. That Form 8-K (i)
disclosed the Transaction, (ii) attached and incorporated certain related
exhibits and (iii) indicated that Items 7(a) and (b) of Form 8-K (the Financial
Statements of Business Acquired and the Pro-Forma Financial Information) would
be filed within 60 days of the date on which the Form 8-K was required to be
filed. Subsequent to the filing of the Form 8-K, Bluegreen's independent
auditors completed their audit of RDI's books and records as of September 30,
1997. The audit indicated that the Transaction did not meet the disclosure
requirements set forth in Item 2 of Form 8-K. Accordingly, Bluegreen is not
required to file a Form 8-K or any Exhibits or Financial Statements relating
thereto.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Required
(b) Not Required
(c) Not Required
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BLUEGREEN CORPORATION
Date: December 18, 1997 By: /s/ John F. Chiste
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John F. Chiste, Chief Financial Officer
