-----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, N21crrIj6bJNkJ612I/WNOECXOOujUsu76Y5Zrcn29D9b1eIUUFe3numYAPQHdOC QLEFJmqkROrwmIW2vCFHQw== 0000889812-97-002245.txt : 19971028 0000889812-97-002245.hdr.sgml : 19971028 ACCESSION NUMBER: 0000889812-97-002245 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971027 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: 97701181 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. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------- SCHEDULE 13D (Amendment No. 6) 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 October 27, 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 13 Pages Exhibit index is on Page 12 Page 2 of 13 Pages 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 555,464 Owned By Reporting 9. Sole Dispositive Power Person 0 With 10. Shared Dispositive Power 555,464 11. Aggregate Amount Beneficially Owned By Each Reporting Person 555,464 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) 27.9% 14. Type of Reporting Person CO Page 3 of 13 Pages 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 13 Pages 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 PF, 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 555,464 Owned By Reporting 9. Sole Dispositive Power Person 153,893 With 10. Shared Dispositive Power 555,464 11. Aggregate Amount Beneficially Owned By Each Reporting Person 709,357 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) 35.6% 14. Type of Reporting Person IN Page 5 of 13 Pages This Amendment No. 6 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 and Amendment No. 5 filed on August 25, 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 amendment or supplemented hereby, all information previously filed remains in effect): Item 1. Security and Issuer The title of the class of equity securities to which this Schedule relates is common stock without par value, stated value $.30 per combined share (the "Shares"), of Blue Ridge Real Estate Company ("Blue Ridge"). and Big Boulder Corporation ("Big Boulder" and, together with Blue Ridge, the "Companies"). The Companies share stapled stock certificates. The Companies' principal executive offices are located at Blakeslee, Pennsylvania 18610. Item 2. Identity and Background (a)-(c), (f) This statement is being filed by Kimco Realty Services, Inc. ("Services"), KC Holdings, Inc. ("KC Holdings") and Milton Cooper, the Chairman of the Board of Directors and President of each of Services and KC Holdings (each, a "Reporting Person" and, collectively, the "Reporting Persons"). Services is a Delaware corporation whose principal business is to provide certain construction and other services relating to commercial real estate and such other investment activities as deemed appropriate by its board of directors from time to time. Services' principal place of business is 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020. KC Holdings is a Delaware corporation whose principal business is to own and operate neighborhood and community shopping centers. KC Holdings' principal place of business is 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020. Mr. Cooper is Chairman of the Board of Directors and President of KC Holdings and Services. Mr. Cooper owns approximately 7.7% of the outstanding stock of KC Holdings and 60% of the outstanding common stock of Services. His business address is c/o Kimco Realty Corporation ("Kimco"), 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020. Mr. Cooper's principal business is as Chief Executive Officer of Kimco. He is a United States citizen. Information with respect to the executive officers and directors of KC Holdings and Services, other than Mr. Cooper, required by Instruction C of Schedule 13D is set forth on Schedule I to Amendments 4 and 5 to the Schedule 13D and incorporated herein by reference. Page 6 of 13 Pages (d) and (e). During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any other person named on Schedule I hereto has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal, or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration On September 2, 1997, September 8, 1997 and October 24, 1997 Services purchased 10,000 Shares, 5000 Shares and 10,100 Shares, respectively, in separately negotiated private transactions. The funds to purchase the 25,100 Shares totaling $263,550 were obtained (i) from Services' working capital. Item 4. Purpose of Transaction The Reporting Persons acquired the Shares held by them for investment purposes. From time to time the Reporting Persons may consider purchasing additional Shares in negotiated purchases or open market transactions. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to or would result in: a) The acquisition of additional securities of the Companies, or the disposition of securities of the Companies; b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Companies or any of their subsidiaries; c) A sale or transfer of a material amount of assets of the Companies or any of their subsidiaries; d) Any change in the present board of directors or management of the Companies, 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 Companies; f) Any other material change in the Companies' business or corporate structure; g) Changes in the Companies' charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Companies by any person; h) Causing a class of securities of the Companies 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 Companies becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or Page 7 of 13 Pages j) Any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer (a)-(b) Services beneficially owns an aggregate of 555,464 Shares, or approximately 27.9% 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 a majority stockholder of Services, Mr. Cooper may be deemed to also be the beneficial owner of the 67,803 and 555,464 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 July 10, 1997 in the Companies' Proxy Statement filed July 16, 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 a majority stockholder 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. 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. (c) Other than the transactions described in Amendment No. 5 to the Schedule 13D, filed on August 25, 1997, none of the Reporting Persons or, to the best knowledge of such persons, none of the persons listed in Schedule I hereto has effected any transactions in Shares in the past 60 days. (d) No person other than the Reporting Persons is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons, except as otherwise set forth herein. (e) Not Applicable Page 8 of 13 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer See Item 4. Item 7. Material to be Filed as Exhibits Item 7 is hereby supplemented by the addition of the following: Amended and Restated Joint Filing Agreement is attached hereto as Exhibit 1. Page 9 of 13 Pages 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: October 27, 1997 Page 10 of 13 Pages 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: October 27, 1997 Page 11 of 13 Pages 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 October 27, 1997 Page 12 of 13 Pages EXHIBIT INDEX Exhibit Page Number Exhibit 1. Amended and Restated Joint Filing Agreement 14 EX-99.1 2 AMENDED AND RESTATED JOINT FILING AGREEMENT Page 13 of 13 Pages EXHIBIT 1 AMENDED AND RESTATED JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock without par value, stated value $.30 per combined share (the "Shares"), of (i) Blue Ridge Real Estate Company and (ii) Big Boulder Corporation, both Pennsylvania corporations, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 27st day of October 1997. KC HOLDINGS, INC. By:/s/ Milton Cooper ------------------------ Name: Milton Cooper Title: President KIMCO REALTY SERVICES, INC. By:/s/ Milton Cooper ------------------------ Name: Milton Cooper Title: President /s/ Milton Cooper ------------------------ MILTON COOPER -----END PRIVACY-ENHANCED MESSAGE-----