SC 13D/A 1 b312436_sc13da10.txt AMENDMENT NO. 10 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------- SCHEDULE 13D (Amendment No. 10) 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 June 27, 2001 ------------- (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 7 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 8. Shared Voting Power Beneficially 1,012,579 Owned By Reporting 9. Sole Dispositive Power Person With 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 (excludes Shares held by KC Holdings, Inc. and Milton Cooper) /X/ 13. Percent Of Class Represented By Amount In Row (11) 52.7% 14. Type of Reporting Person CO Page 2 of 7 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 8. Shared Voting Power Beneficially 1,012,579 Owned By Reporting 9. Sole Dispositive Power Person With 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 (excludes Shares held by KC Holdings, Inc. and Milton Cooper) /X/ 13. Percent Of Class Represented By Amount In Row (11) 52.7% 14. Type of Reporting Person CO Page 3 of 7 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 8. Shared Voting Power Beneficially 0 Owned By Reporting 9. Sole Dispositive Power Person With 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 (excludes Shares held by Kimco Realty Services, Inc. and Milton /X/ Cooper) 13. Percent Of Class Represented By Amount In Row (11) 3.5% 14. Type of Reporting Person CO Page 4 of 7 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 0 Owned By Reporting 9. Sole Dispositive Power Person With 153,893 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned By Each Reporting Person 153,893 12. Check Box if The Aggregate Amount In Row (11) Excludes Certain Shares (excludes Shares held by Kimco Realty Services, Inc. and KC /X/ Holdings, Inc.) 13. Percent Of Class Represented By Amount In Row (11) 8.0% 14. Type of Reporting Person IN Page 5 of 7 This Amendment No. 10 amends and supplements the Schedule 13D filed on January 21, 1986, as previously amended by Amendments No. 1 through 9 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 3. Source and Amount of Funds or Other Consideration On June 27, 2001, Services purchased 169,939 Shares for $10.50 per Share in cash in a privately negotiated transaction from Allen J. Model, a director of the Companies. The funds to purchase the Shares, totaling $1,784,359.50, were obtained from Services' parent, Kimco. Item 5. Interest in Securities of the Issuer (a)-(b) Services beneficially owns 1,012,579 Shares, or approximately 52.7% 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. The percentages stated in this section are based on 1,920,927 Shares reported by the Companies to be outstanding as of March 31, 2001 in the Companies' Annual Report (Form 10-K) filed June 29, 2001. 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) Except for the purchase on June 27, 2001 by Services of 169,939 Shares for $10.50 per Share in cash in a privately negotiated transaction from Allen J. Model, a director of the Companies, no transactions in Shares have been effected by or for the account of any of the Reporting Persons since the most recent filing on Schedule 13D on May 17, 2001. Page 6 of 7 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: July , 2001 Page 7 of 7