<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
SCHEDULE 13D
(Amendment No. 2)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
BLUEGREEN CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
703365 10 6
(CUSIP Number)
Christopher O'Dell
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas, 27th Floor
New York, New York 10020
(212) 762-7380
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to
David J. Lowery
Jones, Day, Reavis & Pogue
2727 North Harwood
Dallas, Texas 75201
Tel. No. (214) 220-3939
February 9, 2000
(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 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
(Continued on following pages)
(Page 1 of 31 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 703365106 Page 2 of 31 Pages
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Dean Witter & Co.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,882,353 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,882,353 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,882,353 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.8% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 703365106 Page 3 of 31 Pages
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MSREF III, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 5,882,353 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON WITH ------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
5,882,353 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
5,882,353 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
23.8% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 703365106 Page 4 of 31 Pages
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Real Estate Investors III, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
oo
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 96,665 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
96,665 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
96,665 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.4% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 703365106 Page 5 of 31 Pages
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Morgan Stanley Real Estate Fund III, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
oo
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,085,306 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
2,085,306 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,085,306 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.4% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 703365106 Page 6 of 31 Pages
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MSP Real Estate Funds, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 1,669,682 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
1,669,682 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,669,682 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.8% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP NO. 703365106 Page 7 of 31 Pages
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MSREF III Special Funds, L.P.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 2,030,700 (See Item 5)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
0
PERSON WITH -----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
2,030,700 (See Item 5)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,030,700 (See Item 5)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.2% (See Item 5)
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
<PAGE>
This Amendment No. 2 supplements and amends the Statement on Schedule 13D,
dated August 14, 1998 (the "Schedule 13D") by (i) Morgan Stanley Dean Witter &
Co., a Delaware corporation ("MSDW"), (ii) MSREF III, Inc., a Delaware
corporation, (iii) Morgan Stanley Real Estate Investors III, L.P., a Delaware
limited partnership ("MSREI"), (iv) Morgan Stanley Real Estate Fund III, L.P., a
Delaware limited partnership ("MSREF"), (v) MSP Real Estate Fund, L.P., a
Delaware limited partnership ("MSP") and (vi) MSREF III Special Fund, L.P., a
Delaware limited partnership ("Special Fund" and, together with MSREI, MSREF and
MSP, the "Funds"), as amended. Capitalized terms used herein that are not
otherwise defined are so used with the respective meanings ascribed to them in
the Schedule 13D.
Item 1. Security and Issuer.
-------------------
Not amended.
Item 2. Identity and Background.
-----------------------
Not amended.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Item 3 is hereby amended by adding the following paragraph after the
last paragraph thereof.
The general and limited partners of the Funds contributed, in the
aggregate, $14,999,992.50 for the 1,764,705 shares of Common Stock purchased by
them.
Item 4. Purpose of Transaction.
----------------------
Not amended.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 is hereby amended by deleting the third and fourth paragraphs
thereof and substituting therefor the following five paragraphs:
Pursuant to the Assignment Agreement (as hereinafter defined), the
Funds transferred shares of Common Stock among themselves. The net effect of the
transfers made pursuant to the Assignment Agreement is that MSP, MSREI and MSREF
transferred 335,748 shares of Common Stock, 32,550 shares of Common Stock and
61,759 shares of Common Stock, respectively, to Special Fund.
Pursuant to the Securities Purchase Agreement, the Company exercised
its right to require the Funds to purchase an additional 1,764,705 of the
Remaining Shares for an aggregate purchase price of $14,999,992.50 ($8.50 per
share). The Funds purchased such Remaining Shares on February 9, 2000. MSREI
purchased 29,000 of such Remaining Shares; MSREF
8
<PAGE>
purchased 625,592 of such Remaining Shares; MSP purchased 500,904 of such
Remaining Shares; and Special Fund purchased 609,209 of such Remaining Shares.
As a result of such purchases, for purposes of Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended, ("Rule 13d-3") the Funds
may be deemed to beneficially own, in the aggregate 5,882,353 shares of Common
Stock, or 23.8% of the total number of shares of Common Stock outstanding
pursuant to Rule 13d-3 (the "Outstanding Shares"). Immediately following the
purchase of such Remaining Shares, (i) MSREI will beneficially own 96,665 of
such shares, representing 0.4% of the Outstanding Shares; MSREF will
beneficially own 2,085,306 of such shares, representing 8.4% of the Outstanding
Shares, MSP will beneficially own 1,669,682 of such shares, representing 6.8% of
the Outstanding Shares; and Special Fund will beneficially own 2,030,700 of such
shares, representing 8.2% of the Outstanding Shares.
The percentages set forth in the preceding paragraphs are based on
24,726,361 shares of Common Stock outstanding (including (i) 22,961,656 shares
of Common Stock outstanding before the purchase of the Remaining Shares by the
Funds as set forth in the Company's Quarterly Report or Form 10-Q for the period
ended October 3, 1999 and (ii) the 1,764,705 shares of Common Stock issued to
the Funds as described herein).
The response to Item 6 is incorporated herein by this reference.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
-----------------------------------------
Item 6 is hereby amended by adding the following two paragraphs after
the fourth paragraph thereof.
On June 12, 1999 the Funds entered into an agreement (the "Assignment
Agreement") pursuant to which the Funds transferred shares of Common Stock among
themselves effective as of September 30, 1998 and December 31, 1998. A copy of
the Assignment Agreement is attached as Exhibit 1 hereto and incorporated herein
by reference.
The Funds entered into an Agreement Regarding Director Compensation,
dated as of October 20, 1999, with Michael J. Franco (the "Franco Director
Agreement"), MSREF's nominee to the Company's board of directors, and an
Agreement Regarding Director Compensation, dated as of October 20, 1999, with
Joseph M. Zuber (the "Zuber Director Agreement" and, together with the Franco
Director Agreement, the "Director Agreements"), MSP's nominee to the Company's
board of directors. Pursuant to the Director Agreements each of Mr. Franco and
Mr. Zuber agreed that he will hold any compensation and benefits he receives
from the Company in his capacity as a member of the board of directors of the
Company for the benefit of the Funds, and that the economic interest with
respect to such compensation will, to the full extent permitted by law, belong
to the Funds. The Funds' interest in any such compensation will be allocated
among the Funds as follows: MSREI: 1.6433%; MSREF: 35.4502%; MSP: 28.3846%; and
Special Fund: 34.5219%. Mr. Franco and Mr. Zuber each agreed (a) not to transfer
any such compensation to any person other than the Funds without the Funds'
prior written consent and (b)
9
<PAGE>
to vote or cause to be voted all shares of Common Stock he receives as such
compensation (or that constitute proceeds of any such compensation), as directed
by the Funds. A copy of the Franco Director Agreement and a copy of the Zuber
Director Agreement are attached as Exhibit 2 and Exhibit 3 hereto, respectively,
and incorporated herein by this reference.
On October 21, 1999 the Company granted an option to purchase 15,000
shares of Common Stock to each of Mr. Franco and Mr. Zuber (collectively, the
"Options") at an exercise price of $5.9375 per share of Common Stock. The
Options vest in three annual installments beginning on October 21, 2000.
Pursuant to the Director Agreements, the Funds are deemed to beneficially own
the Options.
Item 7. Material to be Filed as Exhibits.
--------------------------------
The following are filed herewith as Exhibits to this Amendment No. 2
to Schedule 13D.
Exhibit
No. Description
------- -----------
1 Assignment Agreement
2 Agreement Regarding Director Compensation
(Franco)
3 Agreement Regarding Director Compensation
(Zuber)
10
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 2000 MORGAN STANLEY DEAN WITTER & CO.
By: /s/ Robert G. Koppenol
-----------------------------
Robert G. Koppenol
Principal
11
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 2000 MSREF III, INC.
By: /s/ John A. Henry IV
-----------------------------------
John A. Henry IV
Vice President
12
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 2000 MORGAN STANLEY REAL ESTATE INVESTORS
III, L.P.
By: MSREF III, L.L.C., its General Partner
By: MSREF III, Inc., its MS Member
By: /s/ John A. Henry IV
-----------------------------
John A. Henry IV
Vice President
13
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 2000 MORGAN STANLEY REAL ESTATE FUND III, L.P.
By: MSREF III, L.L.C., its General Partner
By: MSREF III, Inc., its MS Member
/s/ JOHN A. HENRY IV
By: _____________________________
John A. Henry IV
Vice President
14
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 2000 MSP REAL ESTATE FUND, L.P.
By: MSREF III, L.L.C., its General Partner
By: MSREF III, Inc., its MS Member
/s/ JOHN A. HENRY IV
By: _____________________________
John A. Henry IV
Vice President
15
<PAGE>
SIGNATURE
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 2000 MSREF III SPECIAL FUND, L.P.
By: MSREF III, L.L.C., its General Partner
By: MSREF III, Inc., its MS Member
/s/ JOHN A. HENRY IV
By: _____________________________
John A. Henry IV
Vice President
16
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
1 Assignment Agreement
2 Agreement Regarding Director Compensation
(Franco)
3 Agreement Regarding Director Compensation
(Zuber)
17
<PAGE>
Exhibit 1
ASSIGNMENT OF STOCK SEPARATE FROM CERTIFICATE
This ASSIGNMENT OF STOCK SEPARATE FROM CERTIFICATE (this "Assignment"),
dated as of June 12, 1999 but effective as of the dates of assignment set forth
below, by and among Morgan Stanley Real Estate Fund III, L.P., a Delaware
limited partnership ("MSREF III"), MSP Real Estate Fund, L.P., a Delaware
limited partnership ("MSP"), Morgan Stanley Real Estate Investors III, L.P., a
Delaware limited partnership ("MSREI III"), and MSREF III Special Fund, L.P., a
Delaware limited partnership ("Special Fund," and together with MSREF III, MSP
and MSREI III, the "Purchasers").
RECITALS:
A. The Purchasers entered into that certain Securities Purchase
Agreement with Bluegreen Corporation (the "Company") dated as of August 14,
1998, as amended (the "Agreement").
B. Pursuant to the Agreement, on August 14, 1998, the Purchasers
acquired 2,941,177 shares of Common Stock of the Company (the "Initial Shares").
C. Effective as of September 30, 1998, MSP and MSREI III assigned a
portion of their Initial Shares of Common Stock to the other Purchasers such
that following the assignments, the Initial Shares of Common Stock owned by the
Purchasers were allocated among the Purchasers as follows: MSREF III, 47.24%;
MSP, 33.58%; MSREI III, 2.39%; and Special Fund, 16.79%.
D. Effective as of December 31, 1998, MSREF III, MSP and MSREI III,
assigned a portion of their Initial Shares of Common Stock to the other
Purchasers such that following the assignments, the Initial Shares of Common
Stock owned by the Purchasers were allocated among the Purchasers as follows:
MSREF III, 35.4502%; MSP, 28.3846%; MSREI III, 1.6433%; and Special Fund,
34.5219%.
E. Pursuant to the Agreement on March 26, 1999, the Purchasers
acquired 1,176,471 shares of Common Stock of the Company (the "Additional
Shares").
F. The portions of the Common Stock of the Purchasers assigned among
the Purchasers as set forth in Recitals C and D above are herein referred to as
the "Assigned Common Stock."
G. The assignments set forth in Recitals C and D above are herein
referred to as the "Transfers."
H. As of the date hereof, the percentage ownership among the
Purchasers of the Initial Shares and Additional Shares of Common Stock purchased
pursuant to the Agreement is as
<PAGE>
follows: MSREF III, 35.4502%; MSP, 28.3846%; MSREI III, 1.6433%; and Special
Fund, 34.5219%.
I. The Purchasers are executing this Assignment to reflect the
foregoing Transfers.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
(i) Assignment of Assigned Common Stock. The Purchasers
-----------------------------------
acknowledge and agree that the Transfers occurred in the amounts and at the
times described above. Each Purchaser hereby accepts the Assigned Common
Stock.
(ii) Purchase Price. As consideration for the Transfers, each
--------------
Purchaser paid to its respective transferor(s) the amounts agreed upon
between such Purchasers.
(iii) Representations and Warranties of Assignor. Each Purchaser
------------------------------------------
hereby represents and warrants that:
1. Such Purchaser has the partnership power and authority to execute
and deliver this Assignment and to perform the transactions contemplated herein
to be performed by it.
2. The execution and delivery of this Assignment by such Purchaser
and the performance by such Purchaser of the transactions contemplated herein to
be performed by it have been duly authorized by all necessary partnership action
on the part of such Purchaser.
3. Neither the execution and delivery by such Purchaser of this
Assignment nor the performance by such Purchaser of the transactions
contemplated herein to be performed by such Purchaser will conflict with, result
in any breach or violation of, or constitute any default under its formation
documents.
4. Upon delivery of and payment for the Assigned Common Stock as
provided in this Assignment, the Common Stock of such Purchaser being
transferred will be transferred free and clear of any lien or other encumbrance.
a. Representations and Warranties of Assignees. Each Purchaser
-------------------------------------------
acquiring Common Stock hereby represents and warrants that the Common Stock
is being acquired for its own account for investment and not with a view to
resale or distribution thereof.
b. Further Assurances. The Purchasers agree to cooperate at all
------------------
times from and after the date hereof with respect to any of the matters
described in this Assignment and to execute a stock power or endorsement
and deliver the certificates representing the Common Stock hereby assigned
to the Company's transfer agent with instructions to register the
appropriate number of shares reflecting the percentage ownership set forth
in Recital H
2
<PAGE>
in the name of the Purchaser to which the Common Stock has been assigned
and such further instruments of assignment as may be reasonably necessary
or desirable to effectuate or evidence the transactions contemplated by
this Assignment.
c. Successors and Assigns. This Assignment shall be binding
----------------------
upon, and shall inure to the benefit of, the parties hereto and their
respective successors and assigns.
d. Governing Law. This Assignment shall be governed by, and
-------------
construed in accordance with, the laws of the State of Delaware applicable
to agreements made and to be performed entirely within such state.
e. Capitalized Terms. Capitalized terms not otherwise defined
-----------------
herein shall have the meaning assigned to such terms in the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of
the date set forth in the introductory paragraph hereof.
MORGAN STANLEY REAL ESTATE FUND III, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., as MS Member
By: /s/ Michael J. Franco
---------------------------------
Michael J. Franco
Vice President
MSP REAL ESTATE FUND, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., as MS Member
By: /s/ Michael J. Franco
-------------------------------------
Michael J. Franco
Vice President
3
<PAGE>
MORGAN STANLEY REAL ESTATE INVESTORS III, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., as MS Member
By: /s/ Michael J. Franco
----------------------------------
Michael J. Franco
Vice President
MSREF III SPECIAL FUND, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., as MS Member
By: /s/ Michael J. Franco
----------------------------------
Michael J. Franco
Vice President
4
<PAGE>
Exhibit 2
AGREEMENT REGARDING DIRECTOR COMPENSATION
This Agreement Regarding Director Compensation (this "Agreement"), dated as
of October 20, 1999, is entered into by and among Michael J. Franco ("Director")
and Morgan Stanley Real Estate Investors III, L.P., Morgan Stanley Real Estate
Fund III, L.P. ("MSREF"), MSP Real Estate Fund, L.P., and MSREF III Special
Fund, L.P. (collectively, the "Funds").
RECITALS:
A. Pursuant to the Stock Purchase Agreement (the "Purchase Agreement"),
dated as of August 14, 1998, among Bluegreen Corporation ("Bluegreen") and the
Funds, MSREF has the right, subject to certain conditions contained in the
Purchase Agreement, to designate one director on the management slate of
nominees to Bluegreen's board of directors.
B. MSREF has been granted this right, among other reasons, in order to
assure that its investment in Bluegreen will constitute a qualifying venture
capital investment within the meaning of certain regulations issued by the U. S.
Department of Labor at 29 C.F.R. (S) 2510.3-101. Such right was not intended to
modify the economics to the Funds of their co-investment in Bluegreen.
C. Director is an employee of an affiliate of MSREF.
D. MSREF has designated Director as a director on the management slate of
nominees to Bluegreen's board of directors, and Director is currently serving as
a member of the board of directors of Bluegreen.
E. In Director's capacity as a member of the board of directors of
Bluegreen, Director may receive certain compensation and benefits from
Bluegreen.
F. Director and the Funds desire to set forth their agreement that any
such compensation and benefits belong to the Funds.
NOW, THEREFORE, in consideration of the premises and agreements contained
herein and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Ownership of Compensation. Director will hold any compensation
-------------------------
and benefits he receives from Bluegreen in his capacity as a member of the board
of directors of Bluegreen ("Compensation") for the benefit of the Funds, and the
economic interest with respect to such compensation will, to the full extent
permitted by law, belong to the Funds. The Funds' interest in any Compensation
will be allocated among the Funds as follows: Morgan Stanley Real Estate
Investors III, L.P.: 1.6433%; Morgan Stanley Real Estate Fund III, L.P.:
35.4502%; MSP Real Estate Fund, L.P.: 28.3846%; and MSREF III Special Fund,
L.P.: 34.5219%.
<PAGE>
2. Delivery of Compensation. Director will deliver to the Funds any
------------------------
Compensation he receives in the form of cash promptly after he receives any such
Compensation, as directed by the Funds. Director will hold any Compensation he
receives in the form of stock options, restricted stock awards, performance
shares, and other similar awards and benefits (collectively, "Awards") for the
benefit of the Funds and will use his best efforts, to the full extent permitted
by law, to provide the Company with the economic benefits and burdens of any
Award.
3. Director's Obligations.
----------------------
a. Director will not sell, assign, convey, pledge or otherwise
transfer any Compensation to any person other than the Funds without the
Funds' prior written consent. At the request of the Funds and for the
account of the Funds, Director will enforce any of his rights under any
Award or under any agreement evidencing Compensation or Director's right
thereto. Without the Funds' prior written consent, Director will not
terminate, modify, amend, renew or waive any right under any Award or any
agreement evidencing Compensation or Director's right thereto.
b. Without limiting the foregoing, Director will promptly take
any lawful action, including without limitation, the exercise or conversion
of any Award and the sale of the securities or other property underlying
such Award as the Funds may from time to time request with respect to any
Compensation. Director will deliver the proceeds of any such exercise,
conversion, sale or other action as directed by the Funds.
c. Director will vote or cause to be voted all shares of common
stock of Bluegreen he receives as Compensation (or that constitute proceeds
of any Compensation) and holds for the benefit of the Funds pursuant to
this Agreement as directed by the Funds.
d. To the extent permitted by applicable law, Director will
deduct as an ordinary and necessary business expense (or as is otherwise
appropriate) on his federal, state and local income tax returns an amount
equal to the Compensation delivered to the Funds pursuant to this
Agreement.
4. Funds' Obligations. The Funds will (a) advance to Director any
------------------
funds required for, or reasonably incurred by Director in connection with the
exercise or conversion of any Award or the taking of any other action requested
by the Funds pursuant to this Agreement, (b) reimburse Director for any costs
Director incurs in connection with taking any action requested by the Funds
pursuant to this Agreement that are not advanced to Director pursuant to clause
(a) above, and (c) reimburse Director for any federal, state and local income
taxes Director incurs (after taking into account any deduction contemplated by
Section 3(c)) with respect to the Compensation, including any federal, state and
local income taxes Director incurs as a result of such tax reimbursement such
that Director will not incur any federal, state or local income tax as a result
of receiving or holding any Compensation that Director delivers to the Funds in
accordance with this Agreement.
5. No Recourse Against Funds' Partners. Director agrees that no
-----------------------------------
general partner or limited partner will have any personal liability with respect
to this Agreement and Director will
2
<PAGE>
look solely to the assets of the Funds with respect to any rights he may have
against any of the Funds pursuant to this Agreement. Director hereby waives any
rights he may have or hereafter obtain to assert any claims based on this
Agreement against any general partner or limited partner of any of the Funds.
6. Miscellaneous.
-------------
a. Notices. Any notice, request or other communication required
-------
or permitted hereunder will be in writing and will be deemed to have been
duly given (a) when received if personally delivered or if dispatched by
telecopy (confirmed in writing by mail simultaneously dispatched), (b)
within five days after being sent by registered or certified mail, return
receipt requested, postage prepaid, or (c) within one business day of being
sent by priority delivery by established overnight courier, to the parties
at their respective addresses set forth below:
(i) If to the Funds:
c/o Morgan Stanley Real Estate Fund
1585 Broadway, 37th Floor
New York, New York 10036
Facsimile No.: (212) 761-0508
Attention: Chief Financial Officer
(ii) If to Director:
Michael J. Franco
c/o Morgan Stanley Real Estate Fund
1585 Broadway, 37th Floor
New York, New York 10036
Facsimile No.: (212) 761-0508
or to such other address or addresses as any such party may from time to
time designate as to itself by like notice.
b. Entire Agreement. This Agreement supersedes any and all
----------------
other agreements, either oral or written, between the parties hereto with
respect to the subject matter hereof and contains all of the covenants and
agreements between the parties with respect to such subject matter.
c. Successors and Assigns. This Agreement will be binding upon
----------------------
and inure to the benefit of the parties hereto and their respective
successors, assigns, heirs, devisees and legatees.
3
<PAGE>
d. Governing Law. The validity, interpretation, construction
-------------
and performance of this Agreement will be governed by and construed in
accordance with the substantive laws of the State of New York, without
giving effect to the principles of conflict of laws of such State.
e. Severability and Reformation. If any provision of this
----------------------------
Agreement is held to be illegal, invalid or unenforceable under any present
or future law, and if the rights or obligations of the parties under this
Agreement would not be materially and adversely affected thereby, such
provision shall be fully separable, and this Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision had
never comprised a part thereof, the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance therefrom,
and, in lieu of such illegal, invalid or unenforceable provision, there
shall be added automatically as a part of this Agreement a legal, valid and
enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible, and the parties hereto request
the court or any arbitrator to whom disputes relating to this Agreement are
submitted to reform the otherwise illegal, invalid or unenforceable
provision in accordance with this Section 6(e).
f. Modification and Waiver. No provision of this Agreement may
-----------------------
be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the parties hereto. No waiver
by either party hereto at any time of any breach by the other party hereto
or compliance with any condition or provision of this Agreement to be
performed by such other party will be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time.
g. Captions. The captions used in this Agreement are designed
--------
for convenient reference only and are not to be used for the purpose of
interpreting any provision of this Agreement.
h. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same agreement.
4
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
or by their respective duly authorized officers, all as of the date first
written above.
MORGAN STANLEY REAL ESTATE
FUND III, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., its MS Member
By: /s/ John A. Henry
------------------------------------
Its: ____________________________________
MORGAN STANLEY REAL ESTATE
INVESTORS III, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., its MS Member
By: /s/ John A. Henry
------------------------------------
Its: ____________________________________
MSP REAL ESTATE FUND, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., its MS Member
By: /s/ John A. Henry
------------------------------------
Its: ____________________________________
MSREF III SPECIAL FUND, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., its MS Member
By: /s/ John A. Henry
------------------------------------
Its:
------------------------------------
DIRECTOR:
/s/ Michael J. Franco
-----------------------------------------
Michael J. Franco
5
<PAGE>
Exhibit 3
AGREEMENT REGARDING DIRECTOR COMPENSATION
This Agreement Regarding Director Compensation (this "Agreement"), dated as
of October 20, 1999, is entered into by and among Joseph M. Zuber ("Director")
and Morgan Stanley Real Estate Investors III, L.P., Morgan Stanley Real Estate
Fund III, L.P., MSP Real Estate Fund, L.P. ("MSP"), and MSREF III Special Fund,
L.P. (collectively, the "Funds").
RECITALS:
A. Pursuant to the Stock Purchase Agreement (the "Purchase Agreement"),
dated as of August 14, 1998, among Bluegreen Corporation ("Bluegreen") and the
Funds, MSP has the right, subject to certain conditions contained in the
Purchase Agreement, to designate one director on the management slate of
nominees to Bluegreen's board of directors.
B. MSP has been granted this right, among other reasons, in order to
assure that its investment in Bluegreen will constitute a qualifying venture
capital investment within the meaning of certain regulations issued by the U. S.
Department of Labor at 29 C.F.R. (S) 2510.3-101. Such right was not intended to
modify the economics to the Funds of their co-investment in Bluegreen.
C. Director is an employee of an affiliate of MSP.
D. MSP has designated Director as a director on the management slate of
nominees to Bluegreen's board of directors, and Director is currently serving as
a member of the board of directors of Bluegreen.
E. In Director's capacity as a member of the board of directors of
Bluegreen, Director may receive certain compensation and benefits from
Bluegreen.
F. Director and the Funds desire to set forth their agreement that any
such compensation and benefits belong to the Funds.
NOW, THEREFORE, in consideration of the premises and agreements contained
herein and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Ownership of Compensation. Director will hold any compensation
-------------------------
and benefits he receives from Bluegreen in his capacity as a member of the board
of directors of Bluegreen ("Compensation") for the benefit of the Funds, and the
economic interest with respect to such compensation will, to the full extent
permitted by law, belong to the Funds. The Funds' interest in any Compensation
will be allocated among the Funds as follows: Morgan Stanley Real Estate
Investors III, L.P.: 1.6433%; Morgan Stanley Real Estate Fund III, L.P.:
35.4502%; MSP Real Estate Fund, L.P.: 28.3846%; and MSREF III Special Fund,
L.P.: 34.5219%.
2. Delivery of Compensation. Director will deliver to the Funds any
------------------------
Compensation he receives in the form of cash promptly after he receives any such
Compensation, as directed by the Funds. Director will hold any Compensation he
receives in the form of stock
<PAGE>
options, restricted stock awards, performance shares, and other similar awards
and benefits (collectively, "Awards") for the benefit of the Funds and will use
his best efforts, to the full extent permitted by law, to provide the Company
with the economic benefits and burdens of any Award.
3. Director's Obligations.
----------------------
a. Director will not sell, assign, convey, pledge or otherwise
transfer any Compensation to any person other than the Funds without the
Funds' prior written consent. At the request of the Funds and for the
account of the Funds, Director will enforce any of his rights under any
Award or under any agreement evidencing Compensation or Director's right
thereto. Without the Funds' prior written consent, Director will not
terminate, modify, amend, renew or waive any right under any Award or any
agreement evidencing Compensation or Director's right thereto.
b. Without limiting the foregoing, Director will promptly take
any lawful action, including without limitation, the exercise or conversion
of any Award and the sale of the securities or other property underlying
such Award as the Funds may from time to time request with respect to any
Compensation. Director will deliver the proceeds of any such exercise,
conversion, sale or other action as directed by the Funds.
c. Director will vote or cause to be voted all shares of common
stock of Bluegreen he receives as Compensation (or that constitute proceeds
of any Compensation) and holds for the benefit of the Funds pursuant to
this Agreement as directed by the Funds.
d. To the extent permitted by applicable law, Director will
deduct as an ordinary and necessary business expense (or as is otherwise
appropriate) on his federal, state and local income tax returns an amount
equal to the Compensation delivered to the Funds pursuant to this
Agreement.
4. Funds' Obligations. The Funds will (a) advance to Director any
------------------
funds required for, or reasonably incurred by Director in connection with the
exercise or conversion of any Award or the taking of any other action requested
by the Funds pursuant to this Agreement, (b) reimburse Director for any costs
Director incurs in connection with taking any action requested by the Funds
pursuant to this Agreement that are not advanced to Director pursuant to clause
(a) above, and (c) reimburse Director for any federal, state and local income
taxes Director incurs (after taking into account any deduction contemplated by
Section 3(c)) with respect to the Compensation, including any federal, state and
local income taxes Director incurs as a result of such tax reimbursement such
that Director will not incur any federal, state or local income tax as a result
of receiving or holding any Compensation that Director delivers to the Funds in
accordance with this Agreement.
5. No Recourse Against Funds' Partners. Director agrees that no
-----------------------------------
general partner or limited partner will have any personal liability with respect
to this Agreement and Director will look solely to the assets of the Funds with
respect to any rights he may have against any of the Funds pursuant to this
Agreement. Director hereby waives any rights he may have or hereafter obtain to
assert any claims based on this Agreement against any general partner or limited
partner of any of the Funds.
2
<PAGE>
6. Miscellaneous.
-------------
a. Notices. Any notice, request or other communication required
-------
or permitted hereunder will be in writing and will be deemed to have been
duly given (a) when received if personally delivered or if dispatched by
telecopy (confirmed in writing by mail simultaneously dispatched), (b)
within five days after being sent by registered or certified mail, return
receipt requested, postage prepaid, or (c) within one business day of being
sent by priority delivery by established overnight courier, to the parties
at their respective addresses set forth below:
(i) If to the Funds:
c/o Morgan Stanley Real Estate Fund
1585 Broadway, 37th Floor
New York, New York 10036
Facsimile No.: (212) 761-0508
Attention: Chief Financial Officer
(ii) If to Director:
Joseph M. Zuber
c/o Morgan Stanley Real Estate Fund
1585 Broadway, 37th Floor
New York, New York 10036
Facsimile No.: (212) 761-0508
or to such other address or addresses as any such party may from time to
time designate as to itself by like notice.
b. Entire Agreement. This Agreement supersedes any and all
----------------
other agreements, either oral or written, between the parties hereto with
respect to the subject matter hereof and contains all of the covenants and
agreements between the parties with respect to such subject matter.
c. Successors and Assigns. This Agreement will be binding upon
----------------------
and inure to the benefit of the parties hereto and their respective
successors, assigns, heirs, devisees and legatees.
d. Governing Law. The validity, interpretation, construction
-------------
and performance of this Agreement will be governed by and construed in
accordance with the substantive laws of the State of New York, without
giving effect to the principles of conflict of laws of such State.
3
<PAGE>
e. Severability and Reformation. If any provision of this
----------------------------
Agreement is held to be illegal, invalid or unenforceable under any present
or future law, and if the rights or obligations of the parties under this
Agreement would not be materially and adversely affected thereby, such
provision shall be fully separable, and this Agreement shall be construed
and enforced as if such illegal, invalid or unenforceable provision had
never comprised a part thereof, the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance therefrom,
and, in lieu of such illegal, invalid or unenforceable provision, there
shall be added automatically as a part of this Agreement a legal, valid and
enforceable provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible, and the parties hereto request
the court or any arbitrator to whom disputes relating to this Agreement are
submitted to reform the otherwise illegal, invalid or unenforceable
provision in accordance with this Section 6(e).
f. Modification and Waiver. No provision of this Agreement may
-----------------------
be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the parties hereto. No waiver
by either party hereto at any time of any breach by the other party hereto
or compliance with any condition or provision of this Agreement to be
performed by such other party will be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time.
g. Captions. The captions used in this Agreement are designed
--------
for convenient reference only and are not to be used for the purpose of
interpreting any provision of this Agreement.
h. Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same agreement.
4
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
or by their respective duly authorized officers, all as of the date first
written above.
MORGAN STANLEY REAL ESTATE
FUND III, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., its MS Member
By: /s/ John A. Henry
------------------------------------
Its: ____________________________________
MORGAN STANLEY REAL ESTATE
INVESTORS III, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., its MS Member
By: /s/ John A. Henry
------------------------------------
Its: ____________________________________
MSP REAL ESTATE FUND, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., its MS Member
By: /s/ John A. Henry
------------------------------------
Its: ____________________________________
MSREF III SPECIAL FUND, L.P.
By: MSREF III, L.L.C., its general partner
By: MSREF III, Inc., its MS Member
By: /s/ John A. Henry
------------------------------------
Its: ____________________________________
DIRECTOR:
/s/ Joseph M. Zuber
-----------------------------------------
Joseph M. Zuber
5
