formsc13da.htm

0001140361-08-017732.txt : 20080728 0001140361-08-017732.hdr.sgml : 20080728 20080728165606 ACCESSION NUMBER: 0001140361-08-017732 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080728 DATE AS OF CHANGE: 20080728 GROUP MEMBERS: DAVID A. SIEGEL GROUP MEMBERS: DAVID A. SIEGEL REVOCABLE TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLUEGREEN CORP CENTRAL INDEX KEY: 0000778946 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 030300793 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38205 FILM NUMBER: 08973464 BUSINESS ADDRESS: STREET 1: 4960 BLUE LAKE DRIVE CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619128000 MAIL ADDRESS: STREET 1: 4960 BLUE LAKE DRIVE CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: PATTEN CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Central Florida Investments, Inc. CENTRAL INDEX KEY: 0001369049 IRS NUMBER: 591454503 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5601 WINDHOVER DRIVE CITY: ORLANDO STATE: FL ZIP: 32819 BUSINESS PHONE: (407) 351-3350 MAIL ADDRESS: STREET 1: 5601 WINDHOVER DRIVE CITY: ORLANDO STATE: FL ZIP: 32819 SC 13D/A 1 formsc13da.htm BLUEGREEN CORP SC13DA 7-7-2008 formsc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

BLUEGREEN CORPORATION

(Name of Issuer)

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

096231105

(CUSIP Number)

Central Florida Investments, Inc.

5601 Windhover Drive

Orlando, FL 32819

(407) 351-3350

Attn: Thomas F. Dugan

with copies to:

Michael E. Marder, Esq.

Greenspoon Marder, P.A.

201 E. Pine Street, Suite 500

Orlando, FL 32801

Phone: (407) 425-6559

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 7, 2008

(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-l(f) or 13d-l(g), check the following box £.

SCHEDULE 13D

CUSIP No. 096231105

1	NAME OF REPORTING PERSONS
	Central Florida Investments, Inc.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) T
		(b) £

3	SEC USE ONLY

4	SOURCE OF FUNDS
	WC; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) or 2(e)	£

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Florida

NUMBER OF SHARES	7	SOLE VOTING POWER
BENEFICIALLY OWNED		0
BY EACH REPORTING
PERSON WITH	8	SHARED VOTING POWER
		7,572,096

	9	SOLE DISPOSITIVE POWER
		0

	10	SHARED DISPOSITIVE POWER
		7,572,096

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,572,096

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES	£

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.26%

14	TYPE OF REPORTING PERSON
	CO

SCHEDULE 13D

CUSIP No. 096231105

1	NAME OF REPORTING PERSONS
	David A. Siegel Revocable Trust.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) T
		(b) £
3	SEC USE ONLY


4	SOURCE OF FUNDS
	WC; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) or 2(e)	£

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Florida

NUMBER OF SHARES	7	SOLE VOTING POWER
BENEFICIALLY OWNED		0
BY EACH REPORTING
PERSON WITH	8	SHARED VOTING POWER
		7,572,096

	9	SOLE DISPOSITIVE POWER
		0

	10	SHARED DISPOSITIVE POWER
		7,572,096

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,572,096

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES	£

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.26%

14	TYPE OF REPORTING PERSON
	CO

SCHEDULE 13D

CUSIP No. 096231105

1	NAME OF REPORTING PERSONS
	David A. Siegel

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) T
		(b) £

3	SEC USE ONLY

4	SOURCE OF FUNDS
	PF; OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) or 2(e)	£

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES	7	SOLE VOTING POWER
BENEFICIALLY OWNED		0
BY EACH REPORTING
PERSON WITH	8	SHARED VOTING POWER
		7,572,096

	9	SOLE DISPOSITIVE POWER
		0

	10	SHARED DISPOSITIVE POWER
		7,572,096

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,572,096

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES	£

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.26%

14	TYPE OF REPORTING PERSON
	IN

The statement on Schedule 13D filed on July 20, 2006, relating to the common stock, $0.01 par value per share (the "Common Stock"), as amended by Amendment No. 1 to the Schedule 13D filed on August 10, 2006, by Amendment No. 2 to the Schedule 13D filed on August 22, 2006, by Amendment No. 3 to the Schedule 13D filed on September 19, 2006, by Amendment No. 4 to the Schedule 13D filed on October 17, 2006, by Amendment No. 5 to the Schedule 13D filed on February 19, 2007, by Amendment No. 6 to the Schedule 13D filed on May 21, 2007, by Amendment No. 7 to the Schedule 13D filed on October 22, 2007, by Amendment No. 8 to the Schedule 13D filed on December 5, 2007, by Amendment No. 9 to the Schedule 13D filed on December 27, 2007, by Amendment No. 10 to the Schedule 13D filed on June 25, 2008 (the "Schedule D"), is hereby amended as set forth below by this Amendment No. 11 to the Schedule 13D (this "Amendment"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Schedule D.

Item 4. Purpose of Transaction

On July 27, 2006, the Issuer announced in a press release that it had declared a dividend distribution of one preferred share purchase right on each outstanding share of Common Stock in response to the filing by the Reporting Persons of the Schedule 13D. The specific terms of the rights are contained in a Rights Agreement, dated July 27, 2006 (the “Rights Plan”). On July 27, 2006, the Issuer filed a claim in the U.S. District Court for the Southern District of Florida against the Reporting Persons seeking, among other things, a declaratory judgment from the court that the board of directors of the Issuer acted appropriately in adopting the Rights Plan (the “Litigation”). The effect of the Rights Plan is to cause any person or group that acquires beneficial ownership of 15% or more of the Common Stock, subject to certain exceptions, to suffer significant dilution of its shareholdings in the Issuer. In particular, the Rights Plan imposes such penalty on any person or group that acquires beneficial ownership of 15% or more of the Common Stock as a result of third parties exercising contractual rights that existed as of the date of the adoption of the Rights Plan, unless such person or group sells a sufficient number of shares of Common Stock to reduce its holdings below 15% within 60 days of acquiring such Common Stock. Because a sufficient number of Puts were exercised by third parties, the Reporting Persons have acquired 31.5% of the Common Stock. Under the terms of the Rights Plan, the Reporting Persons would be forced to sell a sufficient number of shares of Common Stock to reduce their holdings below such 15% threshold within the 60-day period to avoid the significant dilutive effects of the Rights Plan.

On October 16, 2006, the Reporting Persons, the Issuer and the Issuer’s board of directors executed a Stipulation and Order (the “Settlement Agreement”) which settled the Litigation and was attached as Exhibit B to Amendment No. 4 to the Schedule 13D filed on October 17, 2006. As part of the Settlement Agreement, the Reporting Persons agreed to divest their beneficial ownership in at least 5,383,554 shares of the Common Stock within one year from October 16, 2006 and further agreed to divest fully their beneficial ownership in all of their remaining holdings of the Common Stock within two years of October 16, 2006. Pursuant to the Settlement Agreement, the Issuer amended the Rights Plan so that the Reporting Persons are permitted to comply with the terms of the Settlement Agreement without suffering any of the Rights Plan’s dilutive effects. Consequently, the Reporting Persons have until October 16, 2007 to sell sufficient shares of Common Stock to reduce their beneficial ownership below the 15% threshold set forth in the Rights Plan and discussed above. Under the terms of the Settlement Agreement, the Reporting Persons may not sell or otherwise transfer in excess of 915,379 shares of Common Stock to any one person or group (including any affiliates of such person or group). Furthermore, the Settlement Agreement provides that until such time as the Reporting Persons are fully divested of their beneficial ownership of the Common Stock, the Reporting Persons must vote all of the Shares as recommended by the Issuer’s board of directors and have granted a proxy to two of the Issuer’s directors to vote the Shares at every annual, special or adjourned meeting or grant a consent or approval in respect of its Shares in favor of any matter presented to the stockholders of the Issuer. Moreover, under the Settlement Agreement, the Reporting Persons are subject to a “standstill agreement” pursuant to which, among other things, they are not permitted to acquire any additional shares of Common Stock or seek to control or influence the management, board of directors or policies of the Issuer.

On May 21, 2007, the Reporting Persons and the Issuer executed an Amendment to Stipulation and Order (the "Amendment") which amends the Settlement Agreement and is attached as Exhibit C. The Amendment provides that the Reporting Persons agreed to divest their beneficial ownership in at least 1,112,000 shares of the Common Stock within one year from October 16, 2006, and in at least 4,260,198 shares of the Common Stock from October 17, 2007 through October 16, 2008, and to divest fully their beneficial ownership in all of their remaining holdings of the Common Stock within three years of October 16, 2006. The Reporting Persons also acknowledged in the Amendment that the Rights Plan was amended to reduce from 15% to 10% the threshold at which the beneficial ownership of shares of Common Stock would cause the acquirer of such Common Stock to become an Acquiring Person under the Rights Plan.

On October 15, 2007, the Reporting Persons and the Issuer executed a Second Amendment to Stipulation and Order (the " 2nd Amendment") which amends the Settlement Agreement, as previously amended, and is attached as Exhibit D. The 2nd Amendment extends the time in which the Reporting Person have to fully divert their beneficial ownership in at least 1,112,000 shares of the Common Stock from October 16, 2007 to April 16, 2008. The remaining dates previously agreed to in the Amendment remain unchanged so that the Reporting Persons agree to fully divest their beneficial ownership in at least 4,260,198 shares of the Common Stock from October 17, 2007 through October 16, 2008, and to divest fully their beneficial ownership in all of their remaining holdings of the Common Stock within three years of October 16, 2006.

On July 7, 2008, the Reporting Persons and the Issuer executed a Third Amendment to Stipulation and Order (the "3rd Amendment") which amends the Settlement Agreement, as previously amended, and is attached as Exhibit E and a Fourth Amendment to Stipulation and Order (the "4th Amendment") which amends the Settlement Agreement, as previously amended, and is attached as Exhibit F. The 3rd Amendment and 4th Amendment acknowledge that the Reporting Persons have disposed of 1,160,304 shares of common stock since October 17, 2006, and extend the time by which the Reporting Persons are required to fully divest their beneficial ownership in all of the holdings of Common Stock until October 16, 2012.

The Reporting Persons intend to comply with their contractual obligations arising out of the Settlement Agreement, as defined and disclosed in Amendment No. 4 to the Schedule D filed on October 17, 2006, and Amendment No. 7 filed on October 22, 2007, in this Amendment No. 11 to the Schedule D, the Amendment, the 2nd Amendment, the 3rd Amendment, and the 4th Amendment. In furtherance thereof, the Reporting Persons have sold Shares and call option contracts in order to facilitate such sales.

Except as otherwise described herein or as expressly stated below, no Reporting Person, and to the best knowledge of the Reporting Persons, none of the persons set forth on Schedule A, has any present plan or proposal that relates to or would result in:

(a)	The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

(b)	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

(c)	A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;

(d)	Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)	Any material change in the present capitalization or dividend policy of the issuer;

(f)

Any other material change in the issuer's business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;

(g)	Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

(h)	Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)	A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)	Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

Item 5 of Schedule 13D is hereby amended and restated as follows:

(a-b) Set forth in the table below are the number and percentages of shares of Common Stock beneficially owned by each Reporting Person as of December 26, 2007:

Name	Number of Shares Beneficially Owned with Sole Voting and Dispositive Power		Number of Shares Beneficially Owned with Shared Voting and Dispositive Power		Aggregate Number of Shares Beneficially Owned		Percentage of Class Beneficially Owned (1)
Reporting Persons		0		7,572,096		7,572,096		24.26	%
Central Florida Investments, Inc.(2)		0		7,572,096		7,572,096		24.26	%
David A. Siegel(3)		0		7,572,096		7,572,096		24.26	%
David A. Siegel Revocable Trust(4)		0		7,572,096		7,572,096		24.26	%

(1)

The percentages of Common Stock indicated in this table are based on the 31,201,528 shares of Common Stock outstanding as of November 1, 2007, as disclosed on the Issuer’s most recent Form 10-Q filed with the Securities and Exchange Commission.

(2)

CFI beneficially owns all of the Shares because it is the owner of record of the CFI Shares and because it is controlled by the Siegel Trust and Mr. Siegel.

(3)

Mr. Siegel beneficially owns all of the Shares because he is the sole trustee of the Siegel Trust, which owns all of the voting stock of CFI.

(4)

The Siegel Trust beneficially owns all of the Shares because it owns all of the voting stock of CFI and because Mr. Siegel is the sole trustee and a beneficiary of the Siegel Trust.

(c)

Information concerning transactions in the Common Stock effected by the Reporting Persons since the filing of Amendment No. 8 to the Schedule 13D is set forth in Schedule K hereto and is incorporation herein by reference. All of the put transactions listed on Schedule B, Schedule C, Schedule D, Schedule E, Schedule F, Schedule G, Schedule H, Schedule I, Schedule J, and Schedule K were exchange traded options written through brokers. All of the sales of Common Stock listed on Schedule D, Schedule G, Schedule H, and Schedule I, were sold through brokers and effected on the New York Stock Exchange. All of the sales of Common Stock listed on Schedule J and Schedule K were sold privately, not through the New York Stock Exchange.

(d)

Dividends on the shares of Common Stock reported herein will be paid to CFI and/or Mr. Siegel as the record owner. No other person is known to have the right to receive or the power to direct the receipt of dividend from, or the proceeds from the sale of, such securities.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby restated as follows:

The information set forth, or incorporated by reference, in Item 4 is hereby incorporated by this reference in this Item 6.

Other than as described in this Statement, to the best knowledge of the Reporting Persons there are no contracts, arrangements, understandings or relationships among the Reporting Persons or the persons set form on Schedule A, and between any such persons and any other person, with respect to any securities of the Issuer, including but not limited to, transfer and voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies or a pledge or contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated as follows:

Schedule A

Executive Officers and Directors of CFI*

Schedule B

List of the transactions in Issuer Common Stock that were effected by the Reporting Person during the sixty days prior to July 20, 2006**

Schedule C

List of the transactions in Issuer Common Stock that were effected by the Reporting Persons during the last sixty days prior to August 10, 2006**

Schedule D

List of the transactions in Issuer Common Stock that were effected by the Reporting Persons during the sixty days prior to August 22, 2006**

Schedule E

List of the transactions in Issuer Common Stock that were effected by the Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D**

Schedule F

List of the transactions in Issuer Common Stock that were effected by the Reporting Persons since the filing of Amendment No. 3 to the Schedule 13D***

Schedule G

List of the transactions in Issuer Common Stock that were effected by the Reporting Persons since the filing of Amendment No. 4 to the Schedule 13D****

Schedule H

List of the transactions in Issuer Common Stock that were effected by the Reporting Persons since the filing of Amendment No. 5 to the Schedule 13D*****

Schedule I

List of the transactions in Issuer Common Stock that were effected by the Reporting Persons since the filing of Amendment No. 6 to the Schedule 13D******

Schedule J

List of the transactions in Issuer Common Stock that were effected by the Reporting Persons since the filing of Amendment No. 7 to the Schedule 13D*******

Schedule K

List of the transactions in Issuer Common Stock that were effected by the Reporting Persons since the filing of Amendment No. 8 to the Schedule 13D

Exhibit A

Joint Filing Agreement*

Exhibit B

Stipulation and Order dated as of October 16, 2006***

Exhibit C

Amendment To Stipulation and Order dated as of May 21, 2007*****

Exhibit D

Second Amendment To Stipulation and Order dated as of October 15, 2007******

Exhibit E

Third Amendment To Stipulation and Order dated as of July 7, 2008

Exhibit F

Fourth Amendment to Stipulation and Order dated as of July 7, 2008

*	Previously filed with the Securities and Exchange Commission on July 20, 2006 as a schedule or exhibit to the Schedule 13D.

**	Previously filed with the Securities and Exchange Commission on September 19, 2006 as a schedule or exhibit to the Schedule 13D.

***	Previously filed with the Securities and Exchange Commission on October 17, 2006 as a schedule or exhibit to the Schedule 13D.

****	Previously filed with the Securities and Exchange Commission on February 19, 2007 as a schedule or exhibit to the Schedule 13D.

*****

Previously filed with the Securities and Exchange Commission on May 21, 2007 as a schedule or exhibit to the Schedule 13D.

******

Previously filed with the Securities and Exchange Commission on October 22, 2007 as a schedule or exhibit to the Schedule 13D.

*******

Previously filed with the Securities and Exchange Commission on December 5, 2007 as a schedule or exhibit to the Schedule 13D.

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: July 7, 2008

	Central Florida Investments, Inc.

	By:	/s/ David A. Siegel
	Name:	David A. Siegel
	Title:	President

	David A. Siegel Revocable Trust

	By:	/s/ David A. Siegel
	Name:	David A. Siegel
	Title:	Trustee


	By:	/s/ David A. Siegel
		David A. Siegel

EX-99.E 2 ex_e.htm EXHIBIT E ex_e.htm

THIRD AMENDMENT TO STIPULATION AND ORDER

THIS THIRD AMENDMENT TO STIPULATION AND ORDER (this "Amendment") is made and entered into as of the 7th day of July, 2008, by and between David A. Siegel. David A. Siegel Revocable Trust, Central Florida Investments (collectively, the "Shareholders") and Bluegreen Corporation, a Massachusetts corporation (the "Company").

WHEREAS, the Shareholders and the Company and its directors are parties to that certain Stipulation and Order, dated October 16, 2006, as amended by that certain Amendment to Stipulation and Order, dated May 21, 2007 and that certain Second Amendment to Stipulation and Order, dated October 15, 2007 (as so amended, the "Stipulation"), pursuant to which, among other things, the parties thereto settled in full the action among them which was then pending in the United States District Court for the Southern District of Florida:

WHEREAS, since October 17, 2006. the Shareholders have disposed of 1,160,304 shares of common stock, par value $0.01 per share, of the Company ("Common Stock") beneficially owned by them in accordance with the terms and conditions of the Stipulation and are, and have been at all times, in compliance with the terms and conditions of the Stipulation;

WHEREAS, as of the date hereof, the Shareholders are the" beneficial owners of 8,472,096 shares of Common Stock:

WHEREAS. the Company previously announced that it may in the future pursue a rights offering to its shareholders of up to $100 million of shares of Common Stock (such rights offering, as the terms and conditions thereof may be amended from time to time by the Board of Directors of the Company, the "Rights Offering");

WHEREAS, the Company wishes to allow the Shareholders, pursuant to the terms and conditions oldie Rights Offering governing the exercise of basic subscription rights, to acquire shares of Common Stock upon exercise of the basic subscription rights granted to the Shareholders in the Rights Offering by virtue of the Shareholders' ownership of shares of Common Stock on the record date for the Rights Offering;

WHEREAS, the Shareholders and the Company desire to further amend the Stipulation so as to permit the Shareholders, pursuant to the terms and conditions of the Rights Offering governing the exercise of basic subscription rights, to acquire shares of Common Stock upon exercise of the basic subscription rights granted to the Shareholders in the Rights Offering by virtue of the Shareholders' ownership of shares of Common Stock on the record date for the Rights Offering, and to sell their holdings of Common Stock (including any and all shares of Common Stock that may be acquired by the Shareholders in the Rights Offering) over an extended period.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained in this Amendment, the parties hereto agree as follows:

1. Stipulation. The foregoing premises are true and correct and are incorporated by reference herein as an integral part of this Amendment. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Stipulation. Except as expressly amended by this Amendment, the Stipulation shall remain unchanged, and the Stipulation, as amended. shall be in full force and effect.

2. Amendment to Section 1(a) of the Stipulation. The first sentence of Section 1(a) of the Stipulation is hereby deleted in its entirety and is replaced by the following:

(a) "The Shareholders shall prior to October 16, 2012, sell and fully divest their beneficial ownership in all of their holdings of Common Stock (including any and all shares of Common Stock that may be acquired by the Shareholders in the Rights Offering)."

3. Amendment to Section 2(c) of the Stipulation. Section 2(c) of the Stipulation is hereby deleted in its entirety.

4. Amendment to Section 3(a)(i) of the Stipulation. Section 3(a)(i) of the Stipulation is hereby deleted in its entirety and is replaced by the following:

(i) "seek. oiler or propose (whether publicly or otherwise) to effect, or cause or participate in or any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in. (A) any acquisition of any securities (or beneficial ownership thereof) or assets of the Company. Levitt Corporation. or BankAtlantic Bancorp, Inc. or any of their respective parents, subsidiaries affiliates or divisions (each. a "Restricted Entity"): (B) any tender or exchange offer, merger or other business combination involving any Restricted Entity; (C) any recapitalization, restructuring, liquidation dissolution or other extraordinary transaction with respect to any Restricted Entity: or (D) any "solicitation" of "proxies" (as such terms are used in the Exchange Act and in the proxy rules of the Securities and

Exchange Commission) or consents to vote any voting securities of any

Restricted Entity: provided however, that nothing herein shall prohibit the Shareholders from (X) disposing of their shares of Common Stock as required by Section 1 of the Stipulation or (Y) acquiring shares of Common Stock upon exercise of the basic subscription rights granted to the Shareholders in any Rights Offering by virtue of the Shareholders' ownership of shares of Common Stock on the record date for the Rights Offering; provided further however, that. notwithstanding the terms and conditions of the Rights Offering, the Shareholders acknowledge that they arc prohibited from acquiring any shares of Common Stock upon exercise of over-subscription rights granted to the Company's shareholders in the Rights Offering, regardless of whether the Rights Offering is fully subscribed for;"

5. Shares of Common Stock Acquired in the Rights Offering. The Shareholders acknowledge and agree that the Shareholders' ownership of any and all shares of Common Stock acquired in the Rights Offering shall be subject to, and governed by, the terms and conditions of the Stipulation and the Rights Plan, including, without limitation, the provisions thereof relating to the sale and voting of the shares of Common Stock owned by the Shareholders.

6. Rights Plan. The Shareholders and the Company acknowledge and agree that the provisions of Section 6 of the Stipulation shall again be implemented so as to amend Section 1(a) of the Rights Plan to accommodate the amendment of Sections 1(a) and 3(a)(i) of the Stipulation made by this Amendment.

7. Miscellaneous. This Amendment and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Florida. without reference to principles of conflict of laws. The captions of this Amendment are not part of the provisions hereof and shall have no force or effect. This Amendment may he executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

SIGNATURES ON FOLLOWING PAGE

IN WITNESS WHEREOF, the Company and the Shareholders have caused this Amendment to be executer on the date first above written.

	BLUEGREEN CORPORATION


	By:	/s/ John M. Maloney, Jr.
	Name:	John M. Maloney, Jr
	Title:	President and Chief Executive Officer


	/s/ David A. Siegel


	DAVID A. SIEGEL REVOCABLE TRUST


	By:	/s/ David A. Siegel
	Name:	David A. Siegel
	Title:	Trustee


	CENTRAL FLORIDA INVESTMENTS


	By:	/s/ David A. Siegel
	Name:	David A. Siegel
	Title:	President

EX-99.F 3 ex_f.htm EXHIBIT F ex_f.htm

FOURTH AMENDMENT TO RIGHTS AGREEMENT

Fourth Amendment (this "Amendment") dated as of the 7th day of July, 2008 to the Rights Agreement, dated as of July 27, 2006, between Bluegreen Corporation. a Massachusetts corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the "Rights Agent") as amended on October 16, 2006, May 21, 2007 and October 15, 2007 (as so amended, the "Agreement"). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

WHEREAS, the parties hereto entered into the Agreement, pursuant to which the Rights Agent agreed to act as agent with respect to the Rights, whose privileges and obligations were set forth in the Agreement;

WHEREAS, the parties desire to amend the Agreement. as further set forth herein; and

WHEREAS, pursuant to Section 27 of the Agreement, the Agreement may he amended by the Company without the approval of any holders of Right Certificates by a writing signed by the Company and the Rights Agent.

NOW THEREFORE. in consideration of the premises and the mutual agreements herein set forth. the parties hereby agree as follows:

Section 1. Acquiring Persons. Section 1(a) of the Agreement shall be replaced in its entirety with the following text:

"Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 10% or more of the Common Shares (as such term is hereinafter defined) of the Company (as such term is hereinafter defined) then outstanding. but shall not include (1) the Company, (2) any Subsidiary (as such term is hereinafter defined) of the Company. (3) any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan or (4) Levitt Corporation, a Florida corporation. or any Affiliate of Levitt Corporation by virtue of its Affiliation therewith, or any of their respective successors or assigns ("Levitt"). Notwithstanding the foregoing, no Person, including, without limitation, any of the Siegel Shareholders (as such term is hereinafter defined) shall become an "Acquiring Person" as the result of (A) an acquisition of Common Shares by the Company that, by reducing the number of Common Shares of the Company outstanding, increases the proportionate number of Common Shares of the Company beneficially owned by such Person to 10% or more of the Common Shares of the Company then outstanding or (B) an acquisition by such Person of Common Shares upon exercise of subscription rights granted to the Person in the rights offering which the Company, on February 14, 2008, announced that it intends to pursue (such rights offering, as the terms and conditions thereof may be amended from time to time by the Board of Directors of the Company, the "Rights Offering"); provided, however, that, if a Person shall become the Beneficial Owner of 10% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company or by reason of share acquisitions by the Person upon exercise of subscription rights granted to the Person in the Rights Offering and shall, after such share purchases by the Company or share acquisitions by the Person in the Rights Offering, become the Beneficial Owner of any additional Common Shares of the Company, then such Person shall be deemed to be an "Acquiring Person." Notwithstanding the foregoing, if the Board of Directors determines in good faith that a Person who would otherwise be an "Acquiring Person." as defined pursuant to the foregoing provisions of this paragraph (a), (i) has become such inadvertently or (ii) has become such as the result of contractual obligations that are or purport to be legally binding entered into prior to and not materially amended or modified after, the date of this Agreement and has not acquired 1% or more of the Common Shares of the Company then outstanding by means other than such contractual obligations since the date of this Agreement, and in either of case (i) or (ii), such Person divests as promptly as practicable (but in the case of clause (ii) in no event later than the date 60 calendar days following the date of the acquisition of beneficial ownership that would otherwise cause such Person to he an Acquiring Person (the "Divestiture Deadline")) a sufficient number of Common Shares so that such Person would no longer be an "Acquiring Person." as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement. Pursuant to the Stipulation and Order, dated as of October 16, 2006, among David A. Siegel, David A. Siegel Revocable Trust, and Central Florida Investments (together, the "Siegel Shareholders"), the Company and its directors, and filed with the United States District Court for the Southern District of Florida on October 16. 2006, as amended on May 21, 2007, October 15, 2007 and July 17, 2008 (as so amended, the "Stipulation"), the Divestiture Deadline shall be extended to October 16. 2012 with respect to the sale of any and all Common Shares of the Company beneficially owned by the Siegel Shareholders (including the Common Shares of the Company if any acquired by any of the Siegel Shareholders in a Company Rights Offering); provided, that if, prior to October 16. 2012, any of the Siegel Shareholders breaches any provision of the Stipulation or fails to perform its obligations thereunder, the Divestiture Deadline shall be the date that the Board of Directors of the Company determines that such breach or failure to perform has occurred. For the avoidance of doubt, if any Person may avoid being an Acquiring Person by divesting Common Shares as described above, then such Person shall not be considered to become an Acquiring Person until (I) in the case of clause (i) above, the date that the Board of Directors determines in good faith that such divestiture has not occurred as promptly as practicable or (II) in the case of clause (ii) above, the expiration of the Divestiture Deadline.

Section 2. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the Commonwealth of Massachusetts and for all purposes shall be governed by and construed in accordance with the laws of such Commonwealth applicable to contracts to be made and performed entirely within such Commonwealth: provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

Section 3. Effect of Amendment. Except as expressly amended hereby, the Agreement shall remain unchanged, and the Agreement, as amended hereby, shall be in full force and effect.

Section 4. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 5. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the Meaning or construction of any of the provisions hereof.

SIGNATURES ON FOLLOWING PAGE

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written

Attest:		BLUEGREEN CORPORATION


By:	/s/ Allen G. Tenbrook	By:	/s/ John M. Maloney, Jr
Name:	Allen G. Tenbrook	Name:	John M. Maloney, Jr
Title:		Title:	President and Chief Executive Officer


Attest:		MELLON INVESTOR SERVICES LLC


By:		By:
Name:		Name:
Title:		Title:

	BLUEGREEN CORPORATION


	By:	/s/ John M. Maloney, Jr.
	Name:	John M. Maloney, Jr
	Title:	President and Chief Executive Officer

	/s/ David A. Siegel
	David A. Siegel


	DAVID A. SIEGEL REVOCABLE TRUST


	By:	/s/ David A. Siegel
	Name:	David A. Siegel
	Title:	Trustee


	CENTRAL FLORIDA INVESTMENTS


	By:	/s/ David A. Siegel
	Name:	David A. Siegel
	Title:	President