BLUEGREEN CORP
8-K, 1998-03-19
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of Earliest Event Reported): March 12, 1998


                              BLUEGREEN CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                                  MASSACHUSETTS
- --------------------------------------------------------------------------------
                   (State of incorporation or organization)

             0-19292                                      03-0300793
- --------------------------------              ----------------------------------
   (Commission File Number)                           (I.R.S. Employer
                                                    Identification  No.)


                5295 TOWN CENTER ROAD, BOCA RATON, FLORIDA 33486
- --------------------------------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)


       Registrant's telephone number, including area code: (407) 361-2700
                                                          ----------------







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Item 5.  OTHER EVENTS.

         On March 12, 1998, Bluegreen issued a press release, pursuant to Rule
135c under the Securities Act of 1933, in the form of Exhibit 99 attached hereto
in connection with a proposed unregistered offering of Senior Secured Notes.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibit 99:  Press release.




<PAGE>   3




                                    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:  March 19, 1998              By:  /s/ Anthony M. Puleo
                                      ---------------------------------------
                                      Anthony M. Puleo, Chief Accounting Officer





<PAGE>   1


                                                                     EXHIBIT 99

           (BLUEGREEN) (BXG) Bluegreen Proposes Unregistered Offering
                            of Senior Secured Notes

         BOCA RATON, Fla.--March 12, 1998--Bluegreen Corporation (NYSE: BXG)
announced today that it intends to pursue an offering of $100 million in
aggregate principal amount of Senior Secured Notes due 2008.

         The Notes will be guaranteed, jointly and severally, by certain of
Bluegreen's subsidiaries, and the guarantees of certain of such subsidiaries
will be secured by a mortgage or similar instrument on certain real property
owned by such subsidiaries. The Notes will mature no later than 2008, are not
subject to a sinking fund and no principal payments on the Notes will be
required prior to maturity or earlier redemption. Bluegreen intends to use the
net proceeds of the offering to repay existing indebtedness.

         Bluegreen is one of the leading companies engaged in the acquisition,
development, marketing and sale of timeshare resorts and residential land. The
Company's eight timeshare resorts are located in a variety of popular vacation
destinations including the Smoky Mountains of Tennessee; Myrtle Beach, South
Carolina; Branson, Missouri; Orlando, Florida; Wisconsin Dells, Wisconsin; and
the Island of Aruba, while its land operations are predominantly located in the
Southeastern and Southwestern United States.

         The Notes will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. This press release
shall not constitute an offer to sell or a solicitation of an offer to buy nor
shall there be any sale of the Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. This press release is issued
pursuant to the provisions of Rule 135c under the Securities Act. No assurances
can be given that the proposed offering will proceed or will be consummated.

         CONTACT:   Bluegreen Corporation, Boca Raton
                    John Chiste, 561/361-2710

                                   or

                    The Equity Group, New York
                    Devin Sullivan, 212/836-9608
                    Robert Goldstein, 212/371-8660








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