-----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, AnRanyNt32q5xd3GaYKJhDg0JcDGtPW0BVFOjjoRfSIef7i+R0hd3f+5SmDlC1IX HrkGNEo4ygew9tbZwK9CCw== 0001125282-05-000048.txt : 20050107 0001125282-05-000048.hdr.sgml : 20050107 20050106195616 ACCESSION NUMBER: 0001125282-05-000048 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050107 DATE AS OF CHANGE: 20050106 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: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18768 FILM NUMBER: 05516844 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 CORP CENTRAL INDEX KEY: 0000879101 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 132744380 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3333 NEW HYDE PARK RD STREET 2: PO BOX 5020 CITY: NEW HYDE PARK STATE: NY ZIP: 11042 BUSINESS PHONE: 5168699000 MAIL ADDRESS: STREET 1: 3333 NEW HYDE PARK ROAD STREET 2: PO BOX 5020 CITY: NEW HYDE PARKQ STATE: NY ZIP: 11042 SC 13D/A 1 b403643sc_13da.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------- SCHEDULE 13D (Amendment No. 11) 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 Kimco Realty Services, Inc. 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 January 4, 2005 --------------- (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 8 SCHEDULE 13D CUSIP No. 096005 4 20 2 (common), 096005 4 10 3 (unit) 1. Name of Reporting Person Kimco Realty Corporation 2. Check The Appropriate Box If A Member of Group [ ] 3. SEC Use Only 4. Source of Funds AF 5. Check Box If Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Maryland 7. Sole Voting Power 0 Number of Shares Beneficially 8. Shared Voting Power Owned By 1,012,579 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power 1,012,579 11. Aggregate Amount Beneficially Owned By Each Reporting Person 1,012,579 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) 52.8% 14. Type of Reporting Person CO Page 2 of 8 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 AF 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 Beneficially 8. Shared Voting Power Owned By 1,012,579 Reporting Person With 9. Sole Dispositive Power 0 10. Shared Dispositive Power 1,012,579 11. Aggregate Amount Beneficially Owned By Each Reporting Person 1,012,579 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) 52.8% 14. Type of Reporting Person CO Page 3 of 8 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 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 Delaware 7. Sole Voting Power 67,803 Number of Shares Beneficially 8. Shared Voting Power Owned By 0 Reporting Person With 9. Sole Dispositive Power 67,803 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 held by Kimco Realty Services, Inc. and Milton Cooper) 13. Percent Of Class Represented By Amount In Row (11) 3.5% 14. Type of Reporting Person CO Page 4 of 8 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 154,607 Number of Shares Beneficially 8. Shared Voting Power Owned By 0 Reporting Person With 9. Sole Dispositive Power 154,607 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned By Each Reporting Person 154,607 12. Check Box if The Aggregate Amount In Row (11) Excludes Certain Shares [X] (excludes Shares held by Kimco Realty Services, Inc. and KC Holdings, Inc.) 13. Percent Of Class Represented By Amount In Row (11) 8.1% 14. Type of Reporting Person IN Page 5 of 8 This Amendment No. 11 amends and supplements the Schedule 13D filed on January 21, 1986, as previously amended by Amendments No. 1 through 10 thereto (as amended, the "Schedule 13D"), filed by Milton Cooper, KC Holdings, Inc., Kimco Realty Services, Inc. and Kimco Realty Corporation as follows (unless otherwise indicated herein, 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 5. Interest in Securities of the Issuer (a)-(b) Services beneficially owns 1,012,579 Shares, or approximately 52.8% of the outstanding Shares. Kimco, by virtue of its ownership of all of the outstanding voting common stock of Services, may be deemed to be the beneficial owner of all Shares reported as beneficially owned by Services. KC Holdings beneficially owns 67,803 Shares, or approximately 3.5% of the outstanding Shares. Mr. Cooper beneficially owns 154,607 Shares, or approximately 8.1%, of the outstanding Shares. Such number of Shares does not include 714 Shares held by a trust for which Mr. Cooper serves as a trustee or 67,803 Shares held by KC Holdings, as to each of which Mr. Cooper disclaims beneficial ownership. Although Mr. Cooper is a Director and the President of KC Holdings and owns approximately 8.0% of the capital stock of KC Holdings, he disclaims beneficial ownership of the 67,803 Shares held by KC Holdings. The percentages stated in this section are based on 1,916,130 Shares reported by the Companies to be outstanding as of January 3, 2005 in the Companies' Registration Statement on Form S-1 filed January 5, 2005. 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 Kimco, as the owner of all of the outstanding voting common stock of Services, may be deemed to have the power to direct the vote or the disposition of all Shares reported as beneficially owned by Services. 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) No transactions in Shares have been effected by or for the account of any of the Reporting Persons during the past sixty days. Page 6 of 8 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer On January 4, 2005, Services and the Companies entered into a Standby Securities Purchase Agreement (the "Purchase Agreement") a copy of which is attached as Exhibit 1 hereto. The Purchase Agreement was entered into in connection with the Companies' registration statement on Form S-1 pursuant to which the Companies propose to offer their existing shareholders non-transferable rights to purchase Shares that have an aggregate value of approximately $15,500,000. Pursuant to the Purchase Agreement, Services has agreed to purchase any and all Shares not subscribed for by the Companies' shareholders in the proposed rights offering. The Companies have granted Services registration rights with respect to the Shares that Services purchases that are not otherwise subscribed for by the Companies' shareholders in the proposed rights offering. Item 7. Material to be Filed as Exhibits 1. Standby Securities Purchase Agreement by and among Blue Ridge Real Estate Company, Big Boulder Corporation and Kimco Realty Services, Inc., dated January 4, 2005. (Incorporated by reference to Exhibit 10.1 to the Companies' current report on Form 8-K filed on January 5, 2005.) Page 7 of 8 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 Corporation By: /s/ Milton Cooper ----------------- Name: Milton Cooper Title: Chief Executive Officer Kimco Realty Services, Inc. By: /s/ Milton Cooper ----------------- Name: Milton Cooper Title: President KC Holdings, Inc. By: /s/ Milton Cooper ----------------- Name: Milton Cooper Title: President /s/ Milton Cooper ----------------- Milton Cooper Dated: January 6, 2005 Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----