-----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, Ej6lIm6NZcTNfExaIqsSsvqJXapjplx7GViKOjqTX4wItpUj+0+KJnTXF1PsUNbY ZZ+iQtD6P9ncQIruFb9BoQ== 0000889812-97-002551.txt : 19971204 0000889812-97-002551.hdr.sgml : 19971204 ACCESSION NUMBER: 0000889812-97-002551 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971203 SROS: NASD GROUP MEMBERS: KC HOLDINGS, INC. GROUP MEMBERS: KIMCO REALTY SERVICES INC GROUP MEMBERS: MILTON COOPER SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-18768 FILM NUMBER: 97731522 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KIMCO REALTY SERVICES INC CENTRAL INDEX KEY: 0001044701 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133895573 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 NEW HYDE PARK ROAD CITY: NEW HYDE PARK STATE: NY ZIP: 11042-0020 BUSINESS PHONE: 5168697111 MAIL ADDRESS: STREET 1: 333 NEW HYDE PARK ROAD CITY: NEW HYDE PARK STATE: NY ZIP: 11042-0020 SC 13D/A 1 AMENDMENT NO. 7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------- SCHEDULE 13D (Amendment No. 7) Under the Securities Exchange Act of 1934 BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION -------------------------------------------- (Name of Issuer) Common Stock without par value, stated value $.30 per combined share -------------------------------------------------------------------- (Title of Class of Securities) 096005 4 20 2 (common) 096005 4 10 3 (unit) -------------------- (CUSIP Number) Milton Cooper c/o Kimco Realty Corporation 3333 New Hyde Park Road New Hyde Park, NY 11042-0020 (516) 869-9000 --------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Raymond Y. Lin, Esq. Latham & Watkins 885 Third Avenue New York, New York 10022-4802 November 25, 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 subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Page 1 of 9 Pages Page 2 of 9 SCHEDULE 13D CUSIP No. 096005 4 20 2 (common), 096005 4 10 3 (unit) 1. Name of Reporting Person Kimco Realty Services, Inc. 2. Check The Appropriate Box If A Member of Group [ ] 3. SEC Use Only 4. Source of Funds OO, WC 5. Check Box If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 0 Number of Shares 8. Shared Voting Power Beneficially 655,464 Owned By Reporting 9. Sole Dispositive Power Person 0 With 10. Shared Dispositive Power 655,464 11. Aggregate Amount Beneficially Owned By Each Reporting Person 655,464 12. Check Box if The Aggregate Amount In Row (11) Excludes Certain Shares [x] (excludes Shares held by KC Holdings, Inc. and Milton Cooper) 13. Percent Of Class Represented By Amount In Row (11) 32.9% 14. Type of Reporting Person CO Page 3 of 9 SCHEDULE 13D CUSIP No. 096005 4 20 2 (common), 096005 4 10 3 (unit) 1. Name of Reporting Person KC Holdings, Inc. 2. Check The Appropriate Box If A Member of Group [ ] 3. SEC Use Only 4. Source of Funds WC 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Delaware 7. Sole Voting Power 67,803 Number of Shares 8. Shared Voting Power Beneficially 0 Owned By Reporting 9. Sole Dispositive Power Person 67,803 With 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned By Each Reporting Person 67,803 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [x] (excludes Shares owned by Kimco Realty Services, Inc. and Milton Cooper) 13. Percent Of Class Represented By Amount In Row (11) 3.4% 14. Type of Reporting Person CO Page 4 of 9 SCHEDULE 13D CUSIP No. 096005 4 20 2 (common), 096005 4 10 3 (unit) 1. Name of Reporting Person Milton Cooper 2. Check The Appropriate Box If A Member of Group [ ] 3. SEC Use Only 4. Source of Funds OO 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.A. 7. Sole Voting Power 153,893 Number of Shares 8. Shared Voting Power Beneficially 655,464 Owned By Reporting 9. Sole Dispositive Power Person 153,893 With 10. Shared Dispositive Power 655,464 11. Aggregate Amount Beneficially Owned By Each Reporting Person 809,357 12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares [x] (excludes shares held by KC Holdings, Inc.) 13. Percent Of Class Represented By Amount In Row (11) 40.6% 14. Type of Reporting Person IN Page 5 of 9 This Amendment No. 7 amends and supplements the Schedule 13D filed on January 21, 1986, as amended by Amendment No. 1 thereto filed on April 21, 1986, Amendment No. 2 thereto filed on October 16, 1986, Amendment No. 3 thereto filed on November 18, 1986, Amendment No. 4 filed on July 3, 1997, Amendment No. 5 filed on August 25, 1997 and Amendment No. 6 filed on October 27, 1997 (collectively, the "Schedule 13D") by Milton Cooper, KC Holdings, Inc., Kimco Realty Services, Inc. and The Kimco Corporation to add the following information (unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect): Item 3. Source and Amount of Funds or Other Consideration On November 25, 1997 Services purchased 100,000 Shares in a privately negotiated transaction. The funds to purchase the 100,000 Shares totaling $1,050,000 were obtained from (i) Services' working capital and (ii) a loan from Kimco Realty Corporation. Item 5. Interest in Securities of the Issuer (a)-(b) Services beneficially owns an aggregate of 655,464 Shares, or approximately 32.9% of the outstanding Shares. KC Holdings beneficially owns an aggregate of 67,803 Shares, or approximately 3.4% of the outstanding Shares. Mr. Cooper beneficially owns an aggregate of 153,893 Shares, or approximately 7.7% of the outstanding Shares. By virtue of his ownership of approximately 7.7% of the capital stock of KC Holdings and his being the President and a Director of KC Holdings and President, Director and the holder of a majority of the common stock of Services, Mr. Cooper may be deemed to also be the beneficial owner of the 67,803 and 655,464 Shares held by KC Holdings and Services respectively. The percentages stated in this section are based on 1,992,014 Shares reported by the Companies to be outstanding as of September 30, 1997 in the Companies' Quarterly Report (Form 10-Q) filed November 14, 1997. Each Reporting Person has sole power to vote, or direct the vote, and to dispose of, or direct the disposition of, all Shares reported as beneficially owned by it or him, except that Mr. Cooper, as President, a Director and the holder of a majority of common stock of Services and 7.7% stockholder of KC Holdings, may be deemed to have the power to direct the vote or the disposition of all Shares reported as beneficially owned by Services and KC Holdings. Page 6 of 9 Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any securities owned by the other Reporting Person, or that such Reporting Persons constitute a "group" either for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership and "group" designation are expressly disclaimed. Page 7 of 9 SIGNATURE After reasonable inquiry and the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Kimco Realty Services, Inc. By: /s/ Milton Cooper -------------------------- Name: Milton Cooper Title: President Dated: December 2, 1997 Page 8 of 9 SIGNATURE After reasonable inquiry and the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. KC Holdings, Inc. By: /s/ Milton Cooper ------------------------ Name: Milton Cooper Title: President Dated: December 2, 1997 Page 9 of 9 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. /s/ Milton Cooper -------------------------- MILTON COOPER Dated December 2, 1997 -----END PRIVACY-ENHANCED MESSAGE-----