-----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, Mf9Be5TdheA8nyQj7lC+VHAkYC+W8VheQunmOSBt6mKbkvM5Dd/qM3PMIeJoHwza Com/lzXgqO+2CQdcOBkGBQ== 0000012779-01-500018.txt : 20010720 0000012779-01-500018.hdr.sgml : 20010720 ACCESSION NUMBER: 0000012779-01-500018 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE RIDGE REAL ESTATE CO CENTRAL INDEX KEY: 0000012779 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 240854342 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-02844 FILM NUMBER: 1684708 BUSINESS ADDRESS: STREET 1: PO BOX 707 CITY: BLAKESLEE STATE: PA ZIP: 18610 BUSINESS PHONE: 7174438433 MAIL ADDRESS: STREET 1: PO BOX 707 CITY: BLAKESLEE STATE: PA ZIP: 18610 DEF 14A 1 prx1.txt PROXY [PERIOD] 3/31/01 BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS AUGUST 28, 2001 TO THE SHAREHOLDERS: The Annual Meetings of Shareholders of Blue Ridge Real Estate Company and Big Boulder Corporation (the "Corporations") will be held on August 28, 2001, at 270 Park Avenue, 11th Floor Conf. Room B in New York City, NY, at 10:00 A.M., Local Time. The two meetings will be held simultaneously, as a joint meeting, since under a Security Combination Agreement between the two Corporations and under their By-Laws, the shares of the two Corporations are combined and traded together in unit certificates. The purposes of each meeting are as follows: (1) To elect Directors of each of the Corporations (2) To transact such other business as may properly come before the meetings. Shareholders of record at the close of business on July 9, 2001, are entitled to notice of and to vote at said meetings. By order of the Board of Directors of Blue Ridge Real Estate Company and Big Boulder Corporation. Eldon D. Dietterick Secretary July 25, 2001 BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION BLAKESLEE, PENNSYLVANIA _ PROXY STATEMENT FOR THE ANNUAL MEETINGS OF SHAREHOLDERS AUGUST 28, 2001 This Proxy Statement is being mailed on or about July 25, 2001 to the Shareholders of Record of Blue Ridge Real Estate Company and Big Boulder Corporation (each a "Corporation" and collectively the "Corporations") in connection with the Joint Annual Meetings of Shareholders of the Corporations to be held on August 28, 2001, at 10:00 A.M., Local Time, at 270 Park Avenue, 11th Floor Conf. Room B in New York City, NY and at any adjournment or adjournments thereof (the "Joint Meeting"). Under a Security Combination Agreement between the Corporations and under the By-Laws of both Corporations, shares of the two Corporations are combined in unit certificates, each certificate representing the same number of shares of each of the Corporations. Shares of each Corporation may be transferred only together with an equal number of shares of the other Corporation. For this reason, the Annual Meetings of the Shareholders of both Corporations are held together as a Joint Meeting. At the Joint Meeting, separate votes will be held on the proposals concerning each Corporation, and shareholders have the right to vote their shares differently on similar proposals presented by each of the Corporations before the Joint Meeting. Only one Proxy Card has been supplied to Shareholders, but this Card constitutes separate proxies with regard to the shares of the respective Corporations, and provides means for Shareholders to give instructions for voting their Blue Ridge Real Estate Company shares separately from their Big Boulder Corporation shares. The proxies evidenced by the Proxy Card are solicited on behalf of the Boards of Directors of the respective Corporations. Each such proxy is subject to revocation by the Shareholder at any time before it is voted by filing notice of revocation with the Secretary of the Corporations or by filing a duly executed proxy bearing a later date. A proxy may also be revoked by attending the Joint Meeting and voting in person. The costs of preparing, assembling and mailing this Proxy Statement, the Notice of Meetings, the Annual Report, the enclosed form of Proxy Card and any additional material relating to the Joint Meetings which may be furnished to the Shareholders on behalf of the Board of Directors subsequent to the furnishing of this Proxy Statement have been or are to be borne by the Corporations, with each of the Corporations to pay one-half of such costs. In addition to the use of the mails, the Corporations may, if they consider it desirable, solicit proxies personally or by telephone or facsimile. Such solicitation may be made by officers, directors or employees of the Corporations without additional compensation. Banks, brokerage houses and other custodians, nominees and fiduciaries will be requested to forward the soliciting material to their principals and to obtain authorization for the execution of proxies, in which event they will be reimbursed upon request for their out-of-pocket expenses incurred in connection therewith. A copy of the Corporations' Annual Report for the Fiscal Year ended March 31, 2001, accompanies this Proxy Statement but is not considered a part of the proxy-soliciting material. Additional copies of such report are available to any Shareholder upon request. VOTING SECURITIES Each of the Corporations had outstanding on July 9, 2001, 1,918,180 shares of Common Stock, without par value, and neither has any other authorized class of securities. Only Shareholders of Record of the Corporations at the close of business on July 9, 2001 will be entitled to vote at the Joint Meeting. Each Shareholder has the right to cumulate his votes in the election of directors and may cumulate his votes differently in voting for the election of directors of each Corporation. Cumulative voting entitles the Shareholder to multiply his shares by the number of directors (4) to be elected, and to cast the number of votes so determined for one person or to distribute such number, in his discretion, among two or more persons. To vote cumulatively, a Shareholder must write the name of the nominee or nominees selected and the number of votes to be cast for each nominee following the words "Cumulative For" on the lines provided under Items 1 and 2 on the Proxy Card. On all other matters, each share of each of the Corporations will be entitled to one vote. Shares cannot be voted at the Joint Meeting unless the holder of record is present in person or represented by Proxy. The enclosed Proxy Card is a means by which a Shareholder may authorize the voting of his or her shares at the Joint Meeting. If a Proxy Card is properly executed, returned to the Corporations or their agent and not revoked, the shares represented by such Proxy Card will be voted in accordance with the instructions set forth thereon. Shareholders are urged to specify their choices by marking the appropriate box of the Proxy Card. If no instructions are given with respect to the matters to be acted upon, the shares represented by the proxy will be voted at the discretion of the proxy agents, as described below. If any other matters are properly presented at the Joint Meeting, the proxy agents will vote the proxies (which confer discretionary authority to vote on such matters) at their discretion. A Shareholder may attend the meeting even though he or she has executed a Proxy Card. With respect to each Corporation, presence at the Joint Meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote is necessary to constitute a quorum. With regard to the election of directors, Shareholders may cumulate votes for the nominees specified on the Proxy Card, as described above, or withhold votes for certain or all votes that are withheld will be excluded entirely from the vote and will have no effect. Brokers that are member firms of the New York Stock Exchange ("NYSE"), and who hold shares of the Corporations in street name for customers, have the authority under the rules of the NYSE to vote those shares only with respect to the election of directors if they have not received instructions from the beneficial owner. ELECTION OF DIRECTORS Four directors of each Corporation are to be elected at the Joint Meeting, as set forth by resolution of the Board of Directors. The Board of Directors has nominated Patrick M. Flynn to take the place of Allen J. Model, a long standing director of the Corporations, who will not stand for reelection. The By-Laws of each of the Corporations permit up to eight members to comprise the whole Board of Directors of each Corporation. The persons named as proxy agents in the enclosed Proxy Card have advised the Board of Directors of each Corporation that it is their intention to cumulate votes in their discretion among all or less than all of the four nominees for the Board of Directors unless a specific direction to cumulate votes in a particular manner is included on the Proxy Card. If elected, the directors of each Corporation will hold office until the next Annual Meeting of such Corporation when their successors are elected. If any vacancy shall occur because of death or other unexpected occurrence in the slates of nominees listed below for election as directors, the proxy agents have advised the Boards of Directors of the Corporations that it is their intention to vote the proxies for such substitute nominees as may be proposed by or on behalf of the Boards of Directors of each of the Corporations. Information with respect to the nominees, the periods during which they have served as directors of each Corporation, their principal occupations and their ages is set forth in the following table: FIRST BECAME NAME DIRECTOR OCCUPATION (1) AGE Milton Cooper 1983 Chairman and Director, Kimco Realty 72 Corporation; Director, Getty Realty Corp.; Mass Mutual Participation Investors- Closed End Investment Co.; Mass Mutual Investors-Closed End Investment Co. Michael J. Flynn 1990 Chairman of the Board, Blue Ridge 66 Real Estate Company and Big Boulder Corporation since 1991; Vice Chairman and Director, Kimco Realty Corporation (since January 1996) Patrick M. Flynn 2001 Director of Real Estate, Kimco Realty 28 Corporation (since May 2001); Senior Consultant, MIT Consulting (June 1995- May 2001). Patrick is the son of Michael Flynn Wolfgang Traber 1986 Chairman of the Board, Hanseatic 57 Corporation (August 1994-Present); Partner and Chief Executive Officer, HCH Hanseatic GmbH (August 1991- August 1994); Director, Petroleum Heat and Power Company, Inc. and Star Gas Corporation (1) Unless otherwise noted, the affiliations shown constitute the individual's principal business experience for at least the last 5 years. Directorships in public companies are also identified. Each of the nominees for election as director has stated that there is no arrangement or understanding of any kind between him or any other person or persons relating to his election as a director except that such nominees have agreed to serve as a director of the Corporations if elected. The directors are to be elected by a plurality of the votes cast at the Joint Meeting. The Board of Directors unanimously recommends a vote FOR each of the nominees. COMMITTEES AND MEETINGS Each Board of Directors has an Executive Committee, an Audit Committee and a Compensation Committee, but does not have a Nominating Committee. Each Board of Directors held two meetings during Fiscal 2001. The Executive Committee of each Corporation consisted of Michael J. Flynn and Allen J. Model. This Committee is empowered to exercise all powers of the Board of Directors, except action on dividends, during the intervening period between regular Board Meetings. The Executive Committee held one meeting in Fiscal 2001. The Audit Committee of each Corporation, composed of Michael J. Flynn and Allen J. Model, held one meeting during Fiscal 2001. The Audit Committee reviews, with the Corporations' independent certified public accountants (i) the scope of auditing procedures, (ii) the Corporations' accounting procedures and controls, (iii) the Corporations' audit report and financial statements. Both members of the Committee were independent for Fiscal 2001. The Compensation Committee of each Corporation consists of Milton Cooper and Michael J. Flynn. This Committee reviews general compensation policies and reviews and recommends salary and other adjustments for employees and executive officers. During the course of last fiscal year. The Compensation Committee did not convene in Fiscal 2001. All Directors attended 100% of the aggregate of the total number of meetings of the Boards of Directors and of Committees of the Boards on which they served. HOLDINGS OF COMMON STOCK The following table sets forth, as reported to the Corporations as of July 9, 2001, the number of shares of Common Stock of each Corporation owned or controlled by persons who beneficially own more than 5% of each Corporation's outstanding shares, each Director and nominee for Director, the Corporations' officers listed in the table under the caption "2001 Annual Compensation for the Top Officers," and the officers and directors as a group: NUMBER OF SHARES PERCENT BENEFICIALLY OF SHARES NAME OWNED (1) OUTSTANDING Milton Cooper 1,234,989(2) 64.38% c/o Kimco Realty Services, Inc. 3333 New Hyde Park Road, Suite 100 New Hyde Park, NY 10042-0020 Michael J. Flynn 36,100(3) 1.87% Patrick M. Flynn -0- * Wolfgang Traber -0- * Allen J. Model(4) -0- * Gary A. Smith -0- * Melanie Murphy 10 * All Executive Officers and Directors 1,271,099 66.26% as a Group (7 Persons) *Less than 1% 1) Shares are beneficially owned when a person, directly or indirectly, has or shares the voting power thereof (that is, the power to vote, or direct the voting, of such shares) and investment power thereof (that is, the power to dispose, or to direct the disposition, of such shares). (2) As reflected in Amendment No.10 to Schedule 13D filed with the Securities and Exchange Commission on July 3, 2001, Mr. Cooper has the sole voting and dispositive power over 153,893 shares. The number of shares listed also includes 67,803 shares as to which Mr. Cooper disclaims beneficial ownership; such shares are owned by KC Holdings, Inc., of which Mr. Cooper is Chairman of the Board and President and the owner of approximately 7.7% of the outstanding stock. The above number of shares also includes 1,012,579 shares which are owned by Kimco Realty Services, Inc., which is a wholly owned subsidiary of Kimco Realty Corporation, a Real Estate Investment Trust ("Kimco"). Mr. Cooper is Chairman of the Board and Chief Executive Officer of Kimco, but disclaims beneficial ownership of the shares of the Corporations owned by Kimco. Finally, the above number includes 714 shares held by a trust for which Mr. Cooper serves as trustee, but as to which shares he disclaims beneficial ownership. The business address of KC Holdings, Inc., Kimco Realty Services, Inc. and Kimco is c/o Kimco Realty Corporation, 3333 New Hyde Park Road, Suite 100, New Hyde Park, NY 11042-0020. (3) Includes currently exercisable option to purchase 35,000 shares. (4) Mr. Model is not standing for reelection as a Director. 2001 ANNUAL COMPENSATION FOR THE TOP OFFICERS The following table discloses certain compensation information for the chief executive officer of the Corporations and those executive officers whose salary and bonus was at least $100,000 during Fiscal 2001.
Annual Compensation (1) Long-Term Compensation Awards Securities Name and Principal Other Annual Underlying All Other Position Year Salary($) Bonus($) Compensation($)(2) Options/SARS(#) Compensation($)(3) Gary A. Smith .......... 2001 $125,000 $30,000 $2,150 0 $197,917 Chief Executive ........ 2000 125,000 28,000 1,506 0 0 Officer & President 1999 125,000 32,000 570 0 0 Melanie Murphy ......... 2001 $ 88,000 $ 24,000 $1,492 0 $132,000 Vice President of ...... 2000 85,000 22,000 1,369 0 0 Operations ............. 1999 78,269 26,000 1,570 0 0
(1) Compensation was paid to Mr. Smith and Ms. Murphy by Blue Ridge Real Estate Company, a portion of which was then allocated to Big Boulder Corporation. (2) Personal use of Company Vehicle (3) Severance pay accrued in Fiscal 2001. Both Mr. Smith and Ms Murphy terminated their employment with the Corporations as of March 31, 2001. Director Compensation. An annual retainer of $5,000 is paid to Allen J. Model and Michael J. Flynn. An annual retainer of $1,000 is paid to Milton Cooper, and Wolfgang Traber. All Directors receive $1,000 for each Board Meeting they attend. Directors do not receive compensation for committee meetings. Michael J. Flynn, Chairman of the Board, received a $35,000 consulting fee during Fiscal 2001. Mr. Flynn has an Option to Purchase 35,000 shares of Common Stock at $6.75 per share exercisable to July 1, 2003. Employee Benefit Plans. The Corporations have a defined benefit pension plan. Eligible employees of the Corporations and certain of their subsidiaries participate in the pension plan which provides to each such participant annual retirement income beginning at age 65 equal product of (x) 31% of the first $10,000 of such participant's average compensation for the five highest consecutive years in the last ten year ("final average earnings") prior to retirement during which the employee was most highly paid plus 40% of such earnings in excess of $10,000; and (y) the ratio of the participant's years of credited service (if less than 15 years) to 15 years. The table which follows shows the estimated annual benefits payable upon retirement to persons in specified remuneration and years of service classifications under the pension plan. The retirement benefits shown are based upon retirement at the age of 65. YEARS OF SERVICE AVERAGE SALARY* 5 10 15** $ 15,000 1,700 3,400 5,100 $ 30,000 3,700 7,400 11,100 $ 45,000 5,700 11,400 17,100 $ 60,000 7,700 15,400 23,100 $ 75,000 9,700 19,400 29,100 $ 90,000 11,700 23,400 35,100 $ 105,000 13,700 27,400 41,100 $ 120,000 15,700 31,400 47,100 $ 135,000 17,700 35,400 53,100 $ 150,000 19,700 39,400 59,100 $ 160,000 21,000 42,000 63,000 *Based on 5 consecutive years of highest earnings in the last 10 years. **Minimum number of years of continuous service required to receive maximum pension. Remuneration covered by the pension program includes salary, overtime and awards under an annual incentive program. Mr. Smith has 18 years of credited service and $155,000 remuneration for purposes of the pension program. Ms. Murphy has 17 years of credited service and $112,000 remuneration for purposes of the pension program. INDEPENDENT AUDITORS AND AUDIT COMMITTEE Parente Randolph, PC was the auditor for the fiscal year ended March 31, 2001, and the Board of Directors, upon recommendation of the Audit Committee, has selected it as auditor for the year ending March 31, 2002. A representative of Parente Randolph, PC will be present at the meeting with the opportunity to make a statement and respond to appropriate questions from stockholders. Independence of Public Accountants. For the year ended March 31, 2001, the Companies paid Parente Randolph, PC its independent auditors, approximately $72,855 for audit and tax return services, combined. The Audit Committee concluded that the foregoing non-audit services did not adversely impact the independence of Parente Randolph, PC. Audit Committee Charter. The Companies' Audit Committee acts pursuant to the Audit Committee Charter developed by the Board of Directors on October 16, 2000, a copy of which is attached as Exhibit A. REPORT OF THE AUDIT COMMITTEE We have reviewed and discussed with the management the Companies' audited financial statements as of and for the year ended March 31, 2001. We have discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended, by the Auditing Standards Board of the American Institute of Certified Public Accountants. We have received and reviewed the written disclosures and the letter from the independent auditors required by Independence Standard No. 1, Independence Discussions with Audit Committees, as amended, by the Independence Standards Board, and have discussed with the auditors and auditors' independence. Based on the reviews and discussions referred to above, we have recommended to the Board of Directors that the financial statements referred to above be included in the Company's Annual Report on Form 10-K for the year ended March 31, 2001. Michael J. Flynn Allen J. Model SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires the Corporations' officers, directors and persons who own more than ten percent of a registered class of the Corporations' equity securities ("10% Holders"), to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the "Commission"). officers, directors and 10% Holders are required by Commission regulations to furnish the Corporations with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such forms received, or written representations from certain reporting persons, the Corporations believe that during the period from April 1, 2000 through March 31, 2001, all filing requirements applicable to its officers, directors and 10% Holders were fulfilled. SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETINGS Consideration of certain matters is required at the Annual Meetings of Shareholders, such as the election of directors. In addition, pursuant to applicable regulations of the Securities and Exchange Commission, Shareholders may present proposals, which are proper subjects for inclusion in the Proxy Statement and for consideration at the Annual Meetings, by submitting their proposals to the Corporations at their principal offices on a timely basis. In order to be included for the 2002 Annual Meetings, proposals must be received by March 16, 2002. OTHER MATTERS The Board of Directors of each Corporation are not aware of any matters, other than those listed in the Notice of Annual Meetings, that may be properly brought before the Joint Meeting. If, however, any other matter not now known properly comes before the Joint Meeting, the persons named in the enclosed Proxy Card will vote the proxies in their discretion on such matters. BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION Eldon D. Dietterick, Secretary Dated: Blakeslee, Pennsylvania July 25, 2001 EXHIBIT A AUDIT COMMITTEE CHARTER ORGANIZATION There shall be a committee of the board of directors to be known as the audit committee. The audit committee shall be composed of directors who are independent of the management of the corporation and are free of any relationship that, in the opinion of the board of directors, would interfere with their exercise of independent judgment as a committee member. STATEMENT OF POLICY The audit committee shall provide assistance to the corporate directors in fulfilling their responsibility to the shareholders, potential shareholders, and investment community relating to corporate accounting, reporting practices of the corporation, and the quality and integrity of the financial reports of the corporation. In so doing, it is the responsibility of the audit committee to maintain free and open means of communication between the directors, the independent auditors, and the financial management of the corporation. RESPONSIBILITIES In carrying out its responsibilities, the audit committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure to the directors and shareholders that the corporate accounting and reporting practices of the corporation are in accordance with all requirements and are of the highest quality. In carrying out these responsibilities, the audit committee will: Review and recommend to the directors the independent auditors to be selected to audit the financial statements of the corporation and its division and subsidiaries Meet with the independent auditors and financial management of the corporation to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof review such audit, including any comments or recommendations of the independent auditors. Review with the independent auditors, and financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the corporation, and elicit any recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper. Further, the committee periodically should review company policy statements to determine their adherence to the code of conduct. Review the financial statements contained in the annual report to shareholders with management and the independent auditors to determine that the independent auditors are satisfied with the disclosure and content of the financial statements to be presented to the shareholders. Any changes in accounting principles should be reviewed. Provide sufficient opportunity for the independent auditors to meet with the members of the audit committee without members of management present. Among the items to be discussed in these meetings are the independent auditors' evaluation of the corporation's financial and accounting personnel, and the cooperation that the independent auditors received during the course of the audit. Review accounting and financial human resources and succession planning within the company. Submit the minutes of all meetings of the audit committee to, or discuss the matters discussed at each committee meeting with, the board of directors. Investigate any matter brought to its attention within the scope of its duties, with the power to retain outside counsel for this purpose if, in its judgment, that is appropriate. -----END PRIVACY-ENHANCED MESSAGE-----