<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Bluegreen Corporation
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[BLUEGREEN CORP LOGO]
4960 BLUE LAKE DRIVE
BOCA RATON, FLORIDA 33431
TEL: (561) 912-8000 FAX: (561) 912-8100
July 13, 2000
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 Hotel
Inter-Continental New York at 111 East 48th Street (between Park Avenue and
Lexington Avenue), New York, New York, on Wednesday, August 2, 2000, 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 you may have.
Please sign, date and return the enclosed proxy card promptly. If you
attend the meeting, and we sincerely hope you will, 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,
/s/ GEORGE F. DONOVAN
George F. Donovan
President and Chief Executive Officer
<PAGE> 3
BLUEGREEN CORPORATION
4960 BLUE LAKE DRIVE
BOCA RATON, FLORIDA 33431
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 2, 2000
The Annual Meeting of the Shareholders of Bluegreen Corporation will be
held at the Hotel Inter-Continental New York at 111 East 48th Street (between
Park Avenue and Lexington Avenue), New York, New York, on Wednesday, August 2,
2000, at 10:00 a.m., local time, to consider and act on the following matters:
(1) To elect two Directors;
(2) To ratify the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending April 1,
2001; and
(3) To transact such other business as may properly come before
the meeting or any adjournments thereof.
The close of business on June 27, 2000, 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,
/s/ PATRICK E. RONDEAU
Patrick E. Rondeau
Clerk
July 13, 2000
<PAGE> 4
BLUEGREEN CORPORATION
4960 BLUE LAKE DRIVE
BOCA RATON, FLORIDA 33431
(561) 912-8000
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 2, 2000
------------------------------
PROXY STATEMENT
------------------------------
INFORMATION CONCERNING SOLICITATION
This Proxy Statement is furnished to the holders of common stock, par
value $.01 (the "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 Hotel Inter-Continental New York at 111 East 48th Street (between
Park Avenue and Lexington Avenue), New York, New York, on Wednesday, August 2,
2000, at 10:00 a.m., local time, and at any adjournment or postponement 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 other proposal
set forth in the Notice of Annual Meeting 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 July 7, 2000.
OUTSTANDING VOTING SECURITIES
The Board of Directors has fixed the close of business on June 27, 2000
(the "Record Date") as the date for determining the shareholders entitled to
receive notice of, and to vote at, the Annual Meeting. The number of shares of
Common Stock outstanding and entitled to vote on that date was 24,311,136, 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.
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.
Each holder of record of the Common Stock on the Record Date is
entitled to cast one vote per share in person or by proxy at the Annual Meeting.
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 matters before the
Annual Meeting will be deemed
1
<PAGE> 5
represented for quorum purposes but will not be deemed to be voting on such
matters and, therefore, will not be counted as negative votes as to such
matters. 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 2001 Annual Meeting of Shareholders must be received by the Company not
later than March 9, 2001, to be included in the Company's proxy materials
relating to the 2001 Annual Meeting and on or before May 23, 2001 for matters to
be considered timely such that, pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Company may not
exercise its discretionary authority to vote on such matters at that meeting.
Any such proposals should be sent to the Company at its principal office
addressed to Patrick E. Rondeau, Clerk of the Company. Other requirements for
inclusion are set forth under Rule 14a-8 under the Exchange Act.
PROPOSAL 1 - ELECTION OF NOMINEES FOR DIRECTOR
There are currently nine members of the Board of Directors. The By-Laws
of the Company provide that the Directors are classified, with respect to the
time for which they hold office, into three classes, as nearly as equal in
number as possible, with terms expiring at the 2000, 2001 and 2002 annual
meetings of the stockholders and until their successors are duly elected. At
each annual meeting, the successors to the class of Directors whose term expires
at that meeting shall be elected to hold office for a term continuing until the
annual meeting held in the third year following the year of their elections. The
Board has fixed the number of Directors for the ensuing year at eight and has
nominated Frederick M. Myers and J. Larry Rutherford for election to the class,
the term of which expires at the annual meeting in 2003. Stuart A. Shikiar,
whose term expires at the Meeting, will not seek re-election to the Board.
The Securities Purchase Agreement dated as of August 14, 1998, (as more
fully described below under "Certain Relationships and Other Transactions")
between the Company and certain real estate funds affiliated with Morgan Stanley
Dean Witter and Co., Inc. (the "Funds") requires that, as long as the Funds or
their Permitted Transferees (as defined in the Purchase Agreement) own at least
70% of the aggregate number of shares of Common Stock issued to the Funds (or
their Permitted Transferees) under the Purchase Agreement (the "Required
Interest"), the Funds will have the right to designate two directors on the
management slate of nominees to the Company's Board of Directors (the "Funds'
Designees"). If the Funds (and their Permitted Transferees) own less than the
Required Interest but own, in the aggregate, at least 50% of the aggregate
number shares of Common Stock issued to the Funds (or their Permitted
Transferees) under the Purchase Agreement (the "Minimum Interest"), the Funds
will have the right to designate one director on the management slate of
nominees to the Company's Board of Directors. The Funds' Designees have the
right to serve on any standing committee of the Board to the extent their
participation on such committee would not exceed their proportionate
representation of the full Board. Michael J. Franco, whose term expires at the
2001 Annual Meeting, and Joseph M. Zuber, whose term expires at the 2002 Annual
Meeting, currently serve on the Board of Directors as the Funds' Designees under
the Purchase Agreement.
The Funds have agreed to vote, and to cause any Permitted Transferees
to vote, all of their shares of Common Stock for the election of the management
slate of nominees (other than the Funds' Designees) to the Company's Board of
Directors for so long as the Funds (and their Permitted Transferees) own, in the
aggregate, at least the Minimum Interest and the Funds' Designees are serving on
the Company's Board of Directors. Accordingly, the Funds will vote in favor of
the elections of Messrs. Myers and Rutherford at the Annual Meeting.
Pursuant to the Purchase Agreement, the Company agreed to use its
reasonable best efforts to cause the Board, in the event of a vacancy on the
Board, not to appoint a replacement to fill such vacancy of a director (other
than a Funds Designee) which does not cause the total number of directors to be
less than seven.
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<PAGE> 6
Unless contrary instructions are received, the enclosed proxy will be
voted for the election of the two nominees listed herein. Messrs. Myers and
Rutherford are currently serving as the Chairman of Board and as a Director of
the Company, respectively, and were elected by the shareholders at the 1998
Annual Meeting. Messrs. Myers and Rutherford have consented to serve, if
elected, for the term described herein. Although the Board of Directors does not
contemplate that either nominee will be unavailable for election, in the event
that vacancies occur unexpectedly, the enclosed proxy, unless authority has been
withheld as to such nominee, 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 2003 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 and each Director whose term will continue following the meeting for
the preceding five years along with any directorships of other publicly-owned or
registered investment companies are as follows:
NOMINEES FOR ELECTION FOR A TERM OF THREE YEARS EXPIRING AT THE 2003 ANNUAL
MEETING
FREDERICK M. MYERS has been a Director of the Company since 1990 and
has served as Chairman of the Board since 1997. 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
from time to time.
J. LARRY RUTHERFORD was elected to the Board of Directors in April
1997. Since September 1999, Mr. Rutherford has been the President and Chief
Executive Officer of Southstar Development Partners, Inc., a real estate
developer. From 1990 to 1999, he served as the 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.
DIRECTORS WHOSE TERM EXPIRES AT THE 2001 ANNUAL MEETING
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, and
Fairfield Communities, Inc., of which he was President from April 1979 to
December 1985.
MICHAEL J. FRANCO has been a Director of the Company since August 1998.
Since December 1997, Mr. Franco has been the Vice President and Director of U.S.
Acquisitions for the Morgan Stanley Real Estate Funds. Mr. Franco was an
Associate with Morgan Stanley Dean Witter and Co., Inc. ("Morgan Stanley") from
July 1990 to December 1997.
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.
DIRECTORS WHOSE TERM EXPIRES AT THE 2002 ANNUAL MEETING
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.
3
<PAGE> 7
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 from time to time. Mr. Foote has been a Director of the Cooperative
Insurance Companies since 1965.
JOSEPH M. ZUBER has been a Vice President of Morgan Stanley since
December 1998. From July 1996 to December 1998, Mr. Zuber was a Senior Associate
with Morgan Stanley and was responsible for the principal investing activities
of the Morgan Stanley Real Estate Funds. Prior to July 1996, Mr. Zuber was an
Associate with Merrill Lynch.
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of May 1, 2000, by (a) each Director,
(b) each nominee for Director, (c) each of the executive officers listed in the
Summary Compensation Table below, (d) all current Directors and executive
officers as a group and (e) 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.
<TABLE>
<CAPTION>
Options Shares of Common Stock Percent
Common Exercisable Issuable Upon Conversion Total Shares Of Shares
Name Age Stock Within 60 Days Of Debentures and Notes(1) Beneficially Owned Outstanding(2)
---- --- ------- -------------- -------------------------- ------------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Joseph C. Abeles(3) 85 443,601 30,250 442,066 915,917 3.7%
John F. Chiste 44 -- 44,101 -- 44,101 *
George F. Donovan 61 85,974 471,539 -- 557,513 2.2%
Ralph A. Foote(4) 77 20,756 120,261 -- 141,017 *
Michael J. Franco 31 -- -- -- -- --
L. Nicolas Gray 53 -- 72,690 -- 72,690 *
Daniel C. Koscher 42 12,781 179,826 -- 192,607 *
Frederick M. Myers(5) 77 76,134 79,487 -- 155,621 *
David D. Philp 38 -- -- -- -- --
Patrick E. Rondeau 53 11,339 158,104 -- 169,443 *
J. Larry Rutherford 54 -- 15,000 -- 15,000 *
Stuart A. Shikiar(6) 53 314,510 62,288 61,942 438,740 1.8%
Bradford T. Whitmore(7) 42 758,146 115,261 -- 873,407 3.6%
Joseph M. Zuber 37 -- -- -- -- --
All Directors and named
executive officers as a
group (18 persons) -- 1,732,061 1,429,394 504,008 3,665,463 13.9%
Morgan Stanley Dean
Witter & Co, Inc.
1221 Avenue of the Americas
New York, NY 10020(8)(9) -- 5,882,353 -- -- 5,882,353 24.1%
Grace Brothers, Ltd.
1560 Sherman Avenue
Suite 900
Evanston, IL 60201(9) -- 1,676,826 -- 1,782,184 3,459,010 13.2%
</TABLE>
---------------------
* Less than 1%.
(1) The conversion prices of $8.24 per share and $3.92 per share (the
conversion prices on May 1, 2000) are used to determine the shares of
Common Stock into which the Company's 8.25% convertible subordinated
debentures due 2012 (the "Debentures") and the Company's 8.00%
convertible subordinated notes payable due 2002 (the "Convertible
Notes") are convertible, respectively.
(2) In accordance with the rules of the Securities and Exchange Commission,
the denominator used to calculate the percent of shares outstanding
includes shares issuable upon conversion of any Debentures and Notes
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 24,380,236 shares outstanding on May 1,
2000.
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<PAGE> 8
(3) Includes 11,574 shares of Common Stock and 36,407 shares issuable upon
the conversion of $300,000 aggregate principal amount of Debentures
held by Mr. Abeles' wife and 50,000 shares of Common Stock and 16,019
shares issuable upon the conversion of $132,000 aggregate principal
amount of Debentures held by family trusts for which he disclaims
beneficial ownership.
(4) Includes 6,924 shares of Common Stock held by Mr. Foote's wife.
(5) Includes 34,398 shares of Common Stock held by Mr. Myers' wife for
which he disclaims beneficial ownership.
(6) 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
319,980 shares of common stock and 74,515 shares issuable upon the
conversion of $614,000 aggregate principal amount of Debentures over
which Mr. Shikiar exercises voting and investment power.
(7) 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.
(8) Reflects the aggregate investment by the following affiliates of Morgan
Stanley Dean Witter & Co., Inc., Morgan Stanley Real Estate Fund
("MSREF") III, L.P., Morgan Stanley Real Estate Investors III, L.P.,
MSP Real Estate Fund, L.P. and MSREF III Special Fund, L.P.
(9) Based on the most recent (as of May 1, 2000) Form 13G or 13D (as
applicable) filed with the Securities and Exchange Commission.
BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors of the Company held eight meetings during the
fiscal year ended April 2, 2000. Each Director attended at least 75% of the
meetings of the Board of Directors and meetings of the Committees of the Board
on which he served during fiscal 2000 except for Mr. Rutherford.
Directors of the Company who are employees of the Company do not
receive fees or retainers for serving as Directors. For fiscal 2000, each
non-employee 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. The Chairman of the Board also
receives an additional annual fee of $15,000. In addition, the Company's
non-employee Directors are entitled to receive a stock option covering 15,000
shares of Common Stock under the Company's 1998 Non-Employee Directors Stock
Option Plan on 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. These options vest over a three-year
period.
AUDIT COMMITTEE
The Audit Committee, which met twice during fiscal 2000, consists of
Messrs. Foote, Myers and Rutherford. 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. The Board of Directors has determined that Messrs. Foote and Myers are
independent to the Company despite the legal services provided to the Company
from time to time by law firms to which Messrs. Foote and Myers are partners.
NOMINATING COMMITTEE
The Nominating Committee, which met once during fiscal 2000, consists
of Messrs. Abeles, Donovan, Rutherford and Shikiar. Mr. Shikiar will continue to
serve on the Nominating Committee until the August 2, 2000 meeting, after which
time the Board of Directors intends to appoint a replacement. The Nominating
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 Nominating Committee will consider nominees recommended by
shareholders. Recommendations should be submitted in writing to: Nominating
Committee, Bluegreen Corporation, 4960 Blue Lake Drive, Boca Raton, Florida
33431.
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<PAGE> 9
COMPENSATION COMMITTEE
The Compensation Committee met six times during fiscal 2000. 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2000, Messrs. Abeles, Foote, Franco, and Whitmore served
as members of the Compensation Committee of the Board of Directors. Mr. Whitmore
is a general partner of Grace Brothers, Ltd., an investment partnership and
broker-dealer. In September, 1997, the Company borrowed an aggregate $6,000,000
from Mr. Abeles and Grace Brothers, Ltd. pursuant to a Note Purchase Agreement,
which amount was used to fund a portion of the purchase price in connection with
the Company's acquisition of Resort Development International Group, Inc. and
Resort Title Agency, Inc. (collectively, "RDI"). Pursuant to the Note Agreement,
the Company executed convertible notes in the aggregate principal amount of
$6,000,000 (the "Convertible Notes"). The Convertible Notes have a maturity date
of September 11, 2002, and the outstanding balances of the Convertible Notes are
convertible into the Company's Common Stock. The Convertible Notes bear interest
at 8% per annum. In December 1997, Mr. Shikiar acquired $200,000 of Convertible
Notes from Mr. Abeles in a private transaction. The Convertible Notes are
subordinated to the Company's 10 1/2% Senior Secured notes due 2008 (the "Senior
Notes") in the aggregate principal amount of $110 million, to the same extent
the Company's Debentures are subordinated to the Senior Notes; the Convertible
Notes are not contractually subordinated to any other indebtedness of the
Company. See "Certain Relationships and Other Transactions".
Mr. Franco is the Vice President and Director of U.S. Acquisitions for
the Morgan Stanley Real Estate Funds, which beneficially own 24.1% of the
Company's Common Stock as of May 1, 2000.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee of the Board of Directors is composed of
outside (i.e., 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.
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<PAGE> 10
- Seeks to attract and retain quality talent, which is critical
to both the short-term and long-term success of the Company.
In March, 1998, the Company entered into employment agreements with
each of its senior executive officers except for David D. Philp, who entered
into an employment agreement with the Company when he was employed on August 30,
1999. See "Employment Agreements" below for further details.
The three components of the Company's current compensation program for
executive officers are: (i) base compensation, (ii) annual bonus plan and (iii)
incentive stock options.
Base Compensation
The Compensation 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 to grant no base
salary increases to the executive officers named in the "Summary Compensation
Table" during fiscal 2000. This decision reflects the Committee's consideration
of the Company's performance during fiscal 2000 as well as the Committee's
assessment that the executive officers' existing base salaries were comparable
to companies involved in similar operations and of similar size.
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 to 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 an exercise price of at least 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 the six named executive
officers during fiscal 2000. 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
7
<PAGE> 11
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 fiscal 2000, the base salary of George F. Donovan, President and
Chief Executive Officer, was $375,000, reflecting no increase from fiscal 1999.
As detailed below in the "Summary Compensation Table", Mr. Donovan was awarded
an annual bonus of $100,000 and no stock options during fiscal 2000.
Additionally, the Company purchased term life insurance for Mr. Donovan's
benefit, at a premium cost during fiscal 2000 of $56,808. This compares to the
award of an annual bonus of $300,000 and stock options entitling him to purchase
256,793 shares of the Company's Common Stock with an exercise price of $9.50 per
share vesting over a five year period for fiscal 1999. The decrease in Mr.
Donovan's annual bonus and option awards was due to certain pre-determined
strategic goals and financial performance objectives not being achieved during
fiscal 2000. The Committee concluded that Mr. Donovan's total fiscal 2000
compensation was competitive and aligned in the mid-range of total compensation
for other chief executives of publicly held companies in similar businesses and
of similar size. Furthermore, the Committee believes that total fiscal 2000
compensation reflects its confidence in Mr. Donovan's ability to lead the
Company to execute the Company's strategic plans, including the continued
development and expansion of the Resorts Division. The Committee's knowledge of
Mr. Donovan's successful background, including his prior service as the chief
executive officer of another publicly-held real estate company, together with
its observations of Mr. Donovan's performance during his tenure with the
Company, served equally to assure the Committee of his ability to lead the
Company as its chief executive.
Compensation Committee
Joseph C. Abeles
Ralph A. Foote
Michael J. Franco
Bradford T. Whitmore
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth compensation for the past three fiscal
years for the Company's Chief Executive Officer and the other five most highly
compensated executive officers (the "Named Executive Officers").
<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------- -------------
Securities All Other
Fiscal Salary Bonus Underlying Compensation
Name and Principal Position Year ($) ($)(1) Options(#)(2) ($)(3)
--------------------------- ------ -------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
George F. Donovan 2000 $375,000 $100,000 -- $84,975
President and Chief Executive Officer 1999 $375,000 $300,000 256,793 $84,704
1998 $350,000 $200,000 146,775 $60,772
John F. Chiste(4) 2000 $175,000 $ 40,000 -- $ 9,917
Senior Vice President, 1999 $175,000 $125,000 101,778 $ 8,234
Treasurer and Chief Financial Officer 1998 $113,846 $ 75,000 59,362 $ --
L. Nicolas Gray 2000 $175,000 $ 40,000 -- $18,959
Senior Vice President, Resorts Division 1999 $175,000 $140,000 153,449 $22,250
1998 $160,000 $115,000 73,500 $22,920
Daniel C. Koscher 2000 $175,000 $ 75,000 -- $ 5,994
Senior Vice President, Residential Land 1999 $175,000 $175,000 153,449 $ 9,293
and Golf Division 1998 $175,000 $100,000 73,500 $13,973
David D. Philp(4) 2000 $ 83,462 $215,000 100,000 $24,063
</TABLE>
8
<PAGE> 12
<TABLE>
<S> <C> <C> <C> <C> <C>
Chief Investment Officer 1999 $ -- $ -- -- $ --
1998 $ -- $ -- -- $ --
Patrick E. Rondeau 2000 $175,000 $ 40,000 -- $14,898
Senior Vice President, Director 1999 $175,000 $110,000 101,778 $18,197
of Corporate Legal Affairs and Clerk 1998 $175,000 $100,000 59,362 $20,431
</TABLE>
---------------------
(1) Amounts represent bonuses earned for each fiscal year and paid during
the subsequent fiscal year.
(2) Figures represent incentive or nonqualified stock options, as
applicable, granted under the Company's 1995 Stock Incentive Plan.
(3) Other compensation for fiscal 2000 consists of 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; Mr. Gray - $18,959 and Mr. Chiste - $9,917),
forgiveness of debt to the Company (Mr. Donovan - $28,167) and
reimbursement of relocation expenses (Mr. Philp - $24,063)
(4) Mr. Chiste became the Company's Treasurer and Chief Financial Officer
on July 1, 1997. Mr. Philp became the Company's Chief Investment
Officer on August 30, 1999.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information concerning stock
options granted to the Named Executive Officers during fiscal 2000.
<TABLE>
<CAPTION>
Potential Realizable Value
Number of Percent of at Assumed Annual Rates of
Securities Total Options Stock Price Appreciation for
Underlying Granted to Exercise Option Term(2)
Options Employees Price Expiration ----------------------------
Granted(#)(1) in Fiscal Year ($ Per Share) Date 5% 10%
------------- -------------- ------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
George F. Donovan -- --% $ -- -- $ -- $ --
John F. Chiste -- --% $ -- -- $ -- $ --
L. Nicolas Gray -- --% $ -- -- $ -- $ --
Daniel C. Koscher -- --% $ -- -- $ -- $ --
David D. Philp 100,000 87% $ 4.88 9/28/10 $ 306,952 $ 777,872
Patrick E. Rondeau -- --% $ -- -- $ -- $ --
</TABLE>
(1) These options become exercisable in five equal annual installments
commencing one year from the date of grant.
(2) 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.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
The following table sets forth information regarding the number of
shares acquired and value realized upon the exercise of stock options during
fiscal 2000 and the number and unrealized value of unexercised options, adjusted
to give effect to any Common Stock dividends, and held by the Named Executive
Officers as of April 2, 2000. Unrealized values are computed by multiplying the
number of shares by the amount by which the closing market price of the
Company's Common Stock on the New York Stock Exchange as of March 31, 2000,
exceeds the exercise price.
9
<PAGE> 13
<TABLE>
<CAPTION>
Number of
Securities Underlying
Unexercised Value of Unexercised
Options at In-the-Money Options
Year End (#) at Fiscal Year End ($)
--------------------- ----------------------
Shares
Acquired Value Exerciseable (E) vs. Exerciseable (E) vs.
Name On Exercise (#) Realized ($) Unexerciseable (U) Unexerciseable (U)
---- --------------- ------------ -------------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
George F. Donovan -- -- 465,539 E $ 827 E
315,999 U $ -- U
John F. Chiste -- -- 44,101 E $ 3,750 E
117,039 U $ 5,625 U
L. Nicolas Gray -- -- 72,690 E $ -- E
170,009 U $ -- U
Daniel C. Koscher 8,943 $ 19,607 176,826 E $92,666 E
178,109 U $ -- U
David D. Philp -- -- -- E $ -- E
100,000 U $ -- U
Patrick E. Rondeau -- -- 155,104 E $82,275 E
128,289 U $ -- U
</TABLE>
EMPLOYMENT AGREEMENTS
In March 1998, the Company entered into employment agreements with each
of George F. Donovan, John F. Chiste, L. Nicolas Gray, Daniel C. Koscher and
Patrick E. Rondeau. In August 1999, the Company entered into an employment
agreement with David D. Philp. Each employment agreement is for a three year
period (six years in the case of Mr. Donovan) (subject to extension) and
provides that the employee will receive a base salary ($375,000 for Mr. Donovan
and $175,000 for each of Messrs. Chiste, Gray, Koscher, Philp and Rondeau) and
certain other benefits and will be eligible to receive a cash bonus as
determined by the Board of Directors. Mr. Philp is guaranteed an annual bonus of
at least $125,000 during the term of his employment agreement. Under the
employment agreements, if the Company terminates any employee without cause, the
Company will pay the employee his base salary (and in the case of Mr. Philp a
minimum bonus of $125,000) for the 12 months (24 months in the case of Mr.
Donovan) following such termination (which, in the case of all of the Named
Executive Officers except Mr. Philp, shall be reduced by the amount of any
compensation the employee receives from subsequent employment during such
period). A termination of the employee without cause shall be deemed to occur
upon, among other things, a significant decrease of the employee's position,
duties or responsibilities, the failure by the Company to obtain the assumption
of the employment agreement by any successor to the Company's business, or the
sale of all or substantially all of the business or assets of the Company or the
Company's liquidation. Upon any termination by the Company for cause (as defined
in the employment agreements) or by the employee, the employee shall be entitled
only to amounts then due to him. In the event the employee is disabled, the
employee's employment shall be terminated and the employee shall be entitled to
receive his base salary for 12 months (24 months in the case of Mr. Donovan)
following such termination. Pursuant to his employment agreement, each employee
agreed, for 12 months (24 months in the case of Mr. Donovan and 6 months in the
case of Mr. Philp) following his termination, not to compete with the Company,
disclose confidential information about the Company, or solicit the Company's
current or former employees. In addition, Mr. Donovan's employment agreement
provides that $130,000 of indebtedness owing by Mr. Donovan to the Company will
be forgiven on a pro rata basis (20% per year) over the five year period
commencing on April 1, 1998.
PERFORMANCE GRAPH
The following graph assumes an investment of $100 on April 3, 1995, and
thereafter compares the yearly percentage change in cumulative total return to
shareholders of the Company with an industry peer group (consisting of Avatar
Holdings, Fairfield Communities, ILX Resorts, Sunterra Corporation, and
Silverleaf Resorts) and a broad market index (the S&P 500). The graph shows
performance on a total return (dividend reinvestment)
10
<PAGE> 14
basis. The graph lines connect fiscal year-end dates and do not reflect
fluctuations between those dates.
[THE FOLLOWING TABLE WAS REPRESENTED AS A LINE GRAPH IN THE PRINTED MATERIAL]
<TABLE>
<CAPTION>
STARTING
BASIS
DESCRIPTION 1995 1996 1997 1998 1999 2000
----------- -------- ----- ----- ----- ---- ----
<S> <C> <C> <C> <C> <C> <C>
BLUEGREEN CORP ($) $100.00 $132.23 $ 93.34 $268.36 $151.68 $ 95.27
S&P 500 ($) $100.00 $132.10 $158.29 $234.26 $277.51 $327.31
PEER GROUP ONLY ($) $100.00 $115.54 $145.14 $218.17 $ 98.57 $ 64.17
</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 RELATIONSHIPS AND OTHER TRANSACTIONS
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 has been interest-free from June 2, 1996 to
date. The Board also approved the payment of $28,000 to Mr. Donovan's
residential community for an equity membership. The equity membership is fully
refundable by the residential community when Mr. Donovan's home is sold. As
indicated above, Mr. Donovan's March 1998 employment agreement provides that the
$130,000 loan will be forgiven on a pro rata basis (20% per year) over a
five-year period commencing April 1, 1998. In addition, during fiscal 2000, the
Company advanced a $180,000 home equity loan to Mr. Donovan, which bears
interest at the prime lending rate (which was 9.0% per annum at April 2, 2000).
The outstanding balance on this loan as of April 2, 2000, was approximately
$108,000, and the loan is due in full on April 1, 2001.
On September 11, 1997, the Company borrowed an aggregate of $6,000,000
from Joseph C. Abeles, a Director of the Company, and Grace Brothers, Ltd., an
entity with a 13.2% beneficial ownership interest in the Company and an
affiliate of Bradford T. Whitmore, a Director of the Company, and issued the
Convertible Notes. The proceeds from the issuance were used to fund a portion of
the purchase price of RDI. The Convertible Notes are convertible into shares of
the Company's Common Stock at a conversion price of $3.92 per share, subject to
adjustment in certain circumstances. In December 1997, Stuart A. Shikiar, a
Director of the Company, acquired $200,000 of Convertible Notes from Mr. Abeles
in a private transaction. In March 1998, the holders of the Convertible Notes
agreed to subordinate such notes to the Company's obligations under the Senior
Notes.
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.
On August 14, 1998, the Company entered into a Securities Purchase
Agreement (the "Purchase Agreement") by and among the Company, Morgan Stanley
Real Estate Investors III, L.P., Morgan Stanley Real Estate Fund III, L.P., MSP
Real Estate Fund, L.P., and MSREF III Special Fund, L.P., (collectively, the
"Funds") pursuant to which the Funds purchased an aggregate of 5,882,353
shares of the Company's Common Stock for $50 million during fiscal 1999 and
2000.
Subject to certain exceptions, the Funds have agreed not to offer,
sell, transfer, assign, pledge or hypothecate any shares of Common Stock issued
to them prior to August 14, 2000. See "Proposal 1 - Election of Nominees for
Director" for discussion of the Funds' right to designate up to two Directors
(depending on the number of shares of Common Stock held by the Funds) on the
management slate of nominees to the Company's Board of Directors or certain
other matters relating to the Board of Directors.
For so long as the Funds own at least the Required Interest, certain
material actions by the Company or its subsidiaries, including: the
consolidation or merger of the Company; the sale of substantially all the assets
of the Company; the sale of assets of the Company (or certain Company
subsidiaries) or the purchase of the business, assets or securities of another
person where the aggregate consideration exceeds $50,000,000; the issuance of
certain
11
<PAGE> 15
securities of the Company senior or, in certain circumstances, on par with the
Common Stock; the issuance of stock of the Company's subsidiaries (other than
pursuant to certain employee option plans); the occurrence of indebtedness
having a material effect on the total market capitalization ratio of the
Company; the declaration or payment of dividends (other than stock dividends) on
the Common Stock; any amendment to the charter or bylaws of the Company that
would conflict with the Purchase Agreement; entry into a material line of
business materially different from the timeshare/residential land business and
the entry into transactions with certain affiliates (other than Company
subsidiaries) will require the affirmative vote of one of the Funds' Designees
or if the Funds do not have a representative on the Board of Directors as a
result of the failure of the Company to nominate the Funds' Designees or failure
of the shareholders of the Company to elect the Funds' Designees, then such
action shall require the approval of the Funds and Permitted Transferees holding
a majority of the shares on Common Stock issued pursuant to the Purchase
Agreement. Moreover, for so long as the Funds own at least the Required
Interest, Morgan Stanley Dean Witter & Co. or an affiliate thereof shall have
the exclusive right to act as advisor or underwriter to the Company in
connection with certain material transactions for which the Company elects to
use the services of an investment or financial advisor.
Each of the Funds (and their Permitted Transferees) have the right to
purchase their proportionate share of any issuance (subject to certain
exceptions) by the Company for cash of (i) any of its capital stock, (ii) any
rights, options or warrants to purchase any such capital stock or any securities
that are or may become convertible or exercisable into Common Stock and (iii)
any securities that are or may become convertible or exercisable into Common
Stock.
Pursuant to the Voting and Cooperation Agreement (the "Voting
Agreement"), dated as of August 14, 1998, among the Funds and certain directors,
officers and certain related parties of the Company in their capacities as
shareholders of the Company (collectively, the "Stockholders"), each Stockholder
agreed (i) to vote or cause to be voted all shares of Common Stock which such
Stockholder has the power to vote or in respect of which such Stockholder has
the power to direct the vote in favor of the Funds' Designees, (ii) not to take
any direct or indirect action to remove either of the Funds' Designees from the
Company's Board of Directors without cause and (iii) to vote all of the shares
of Common Stock which such Stockholder has the power to vote or in respect of
which such Stockholder has the power to direct the vote in a manner such that
the Company's Restated Articles of Organization and Amended and Restated Bylaws
do not, at any time, conflict with the provisions of the Voting Agreement or the
Purchase Agreement.
The shares of Common Stock issued to the Funds under the Purchase
Agreement have not been registered under the Securities Act of 1933 and may not
be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. Pursuant to the Registration Rights
Agreement, dated as of August 14, 1998, among the Funds and the Company, after a
specified period or upon certain other events, the Company is required to effect
a shelf registration of shares of Common Stock held by the Funds, any of their
Permitted Transferees and certain of their assignees (collectively the
"Registration Persons"). In addition, subject to certain conditions and
limitations, the Registration Persons have the right (i) to require the Company
to register shares of Common Stock held by such Registration Persons and (ii)
when the Company proposes to register Common Stock, to include shares of Common
Stock held by such Registration Persons in such registration of Common Stock.
Each of the agreements and instruments described above has been previously filed
by the Company with the Securities and Exchange Commission and is qualified in
its entirety by reference thereto.
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF THE COMPANY
The Board of Directors has appointed the firm of Ernst & Young LLP
("E&Y") as auditors for fiscal 2001, subject to final approval by the Audit
Committee of the scope of, and E&Y's fees for, performing the audit for such
fiscal year. E&Y and its predecessor, Arthur Young & Co., have served as the
Company's auditors since 1984. The Company has been informed that E&Y has no
direct or indirect financial interest in the Company and has no other connection
with the Company other than as independent auditors. Representatives of E&Y are
expected to be present at the Annual Meeting and will have the opportunity to
make a statement if they so desire and will be available to respond to
appropriate questions.
12
<PAGE> 16
In the event that ratification of the appointment of E&Y as the
auditors for the Company is not obtained at the upcoming Annual Meeting of
Stockholders, the Board of Directors will reconsider its selection.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE RATIFICATION OF
THE SELECTION OF AUDITORS AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN
FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors and persons who own more than ten percent of its Common Stock to file
reports with the Securities and Exchange Commission disclosing their ownership
of stock in the Company and changes in such ownership. Copies of such reports
are also required to be furnished to the Company. Based solely on a review of
the copies of such reports received by it, the Company believes that, during
fiscal 2000, all such filing requirements were complied with, except for a
report on Form 4 filed late by each of Messrs. Donovan and Foote.
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.
By the order of the Board of Directors,
/s/ PATRICK E. RONDEAU
Patrick E. Rondeau, Clerk
July 13, 2000
A COPY OF THE COMPANY'S ANNUAL REPORT AND/OR FORM 10-K FOR THE YEAR
ENDED APRIL 2, 2000, 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, 4960 BLUE LAKE DRIVE, BOCA RATON, FLORIDA 33431.
13
<PAGE> 17
BLUEGREEN CORPORATION
4960 BLUE LAKE DRIVE
BOCA RATON, FLORIDA 33431
The undersigned shareholder of BLUEGREEN CORPORATION, a Massachusetts
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated July 13, 2000, and hereby appoints
Patrick E. Rondeau and Anthony M. Puleo, and both of them, proxies and
attorneys-in-fact with full power of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the 2000 Annual Meeting of
Shareholders of BLUEGREEN CORPORATION to be held on Wednesday, August 2, 2000 at
10:00 a.m., local time at the Hotel Inter-Continental New York at 111 East 48th
Street (between Park Avenue and Lexington Avenue), 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 attorneys or substitutes shall have and may
exercise all of the powers of said attorneys-in-fact thereunder.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder, or IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER
MATTERS AS MAY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENT(S) THEREOF.
--------------------------------------------------------------------------------
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<PAGE> 18
<TABLE>
<S> <C>
Please mark
your vote as [X]
indicated in
this example
1. ELECT DIRECTORS (INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below)
FOR all nominees WITHHOLD
listed (except as AUTHORITY
marked to the to vote for all Frederick M. Myers, J. Larry Rutherford
contrary) nominees listed
[ ] [ ]
2. RATIFY ERNST & YOUNG LLP AS INDEPENDENT AUDITORS In their discretion, the Proxies are authorized to vote upon such other
OF THE COMPANY business as may properly come before this meeting and any adjournment(s)
thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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,
executor, administrator, trustee or
guardian, please give 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.
DATED: _________________________, 2000
--------------------------------------
Signature
--------------------------------------
Signature
PLEASE VOTE, SIGN, DATE AND RETURN USING THE
ENCLOSED ENVELOPE
</TABLE>
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