-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G6HFpFGjYJEvp2Qdbkf14kiOAGw9z61WnQgLafq57OmTA12dY1C+Ho7dPAGZmVWt 02grcuX0W4OB5JCBtL6xCQ== 0000931217-97-000015.txt : 19970729 0000931217-97-000015.hdr.sgml : 19970729 ACCESSION NUMBER: 0000931217-97-000015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970728 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLUEGREEN CORP CENTRAL INDEX KEY: 0000778946 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 030300793 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38205 FILM NUMBER: 97646003 BUSINESS ADDRESS: STREET 1: 5295 TOWN CENTER RD SUITE 400 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 4073916336 FORMER COMPANY: FORMER CONFORMED NAME: PATTEN CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRACE BROTHERS LTD CENTRAL INDEX KEY: 0000931217 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363417056 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: 8477331230 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 SC 13D/A 1 1 OMD APPROVAL OMD Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response...14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No._____10____) Bluegreen Corporation - ----------------------------------------- (Name of Issuer) Common Stock, $.01 par value - ----------------------------------------- (Title of Class Securities) 096231105 - ----------------------------------------- (CUSIP Number) David J. Allen, Esquire, 290 South County Farm Rd., Third Floor, Wheaton, IL 60187-4526 (630) 588-7200 - ----------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) July 24, 1997 - ----------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-1(b) (3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 096231105 2 OF 4 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BRADFORD T. WHITMORE 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ / 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 7 SOLE VOTING POWER NUMBER OF 827,394 SHARES OF COMMON STOCK, INCLUDING SHARES 69,248 SHARES UPON EXERCISE OF STOCK OPTIONS BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 827,394 SHARES OF COMMON STOCK, INCLUDING PERSON WITH 69,248 SHARES UPON EXERCISE OF STOCK OPTIONS 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 827,394 SHARES 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 OF 4 PAGES SCHEDULE 13D CUSIP NO. 096231105 PAGE 3 OF 4 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GRACE BROTHERS, LTD. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e)/ / 6 CITIZENSHIP OR PLACE OR ORGANIZATION ILLINOIS LIMITED PARTNERSHIP 7 SOLE VOTING POWER NUMBER OF 2,183,500 SHARES, INCLUDING 506,674 SHARES BY SHARES CONVERSION OF $4,175,000 PRINCIPAL AMOUNT OF 8-1/4% CONVERTIBLE DEBENTURES DUE 2012 (THE "DEBENTURES"). BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,183,500 SHARES, INCLUDING 506,674 SHARES BY PERSON CONVERSION OF $4,175,000 PRINCIPAL WITH AMOUNT OF 8-1/4% CONVERTIBLE DEBENTURES DUE 2012 (THE "DEBENTURES"). 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,183,500 SHARES 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3% 14 TYPE OF REPORTING PERSON* PN,BD *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 Page 4 of 4 Pages Item 1. Security and Issuer This statement relates to common stock, par value $.01 per share (the "Common Stock"), issued by Bluegreen Corporation, a Massachusetts corporation (the "Company"), whose principal executive offices are located at 5295 Town Center Road, Boca Raton, Florida, 33486. Item 4. Purpose of Transaction This 13D is being filed to reflect the following occurrence: The company announced on July 24, 1997 that it has entered into a definitive agreement to acquire RDI Group, Inc. ("RDI"), subject to certain closing conditions and approvals. Subject to this acquisition being consummated, Grace Brothers, Ltd. has agreed to provide a portion of the acquisition cost of RDI by purchasing from the company a $5 million, 8% coupon, 5 year note, which would be convertible into the company's common stock at a price of $3.92 per share. If the closing of the acquisition takes place and Grace purchases the note, it will then be able to convert into 1,275,510 new shares of the company's common stock. Because the purchase of this convertible note has not yet taken place, the share ownership listed in this schedule 13(D) does not reflect this potential additional 1,275,510 shares. SIGNATURE Grace Brothers, Ltd., after reasonable inquiry and to the best of its knowledge and belief certifies that the information set forth in this statement is true, complete and correct. Grace Brothers, Ltd. By:X____________________ Bradford T. Whitmore General Partner Grace Brothers, Ltd. X_______________________ Bradford T. Whitmore Dated: July 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----