SC 13D/A 1 b407305sch_13da.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------------------------- SCHEDULE 13D (Amendment No. 13) 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. 333 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 21, 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 8. Shared Voting Power Shares 1,305,754 Beneficially 9. Sole Dispositive Power Owned By 0 Reporting 10. Shared Dispositive Power Person With 1,305,754 11. Aggregate Amount Beneficially Owned By Each Reporting Person 1,305,754 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) 54.7% 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 8. Shared Voting Power Shares 1,305,754 Beneficially 9. Sole Dispositive Power Owned By 0 Reporting 10. Shared Dispositive Power Person With 1,305,754 11. Aggregate Amount Beneficially Owned By Each Reporting Person 1,305,754 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) 54.7% 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 86,094 Number of 8. Shared Voting Power Shares 0 Beneficially 9. Sole Dispositive Power Owned By 86,094 Reporting 10. Shared Dispositive Power Person With 0 11. Aggregate Amount Beneficially Owned By Each Reporting Person 86,094 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) 3.6% 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 154,862 Number of 8. Shared Voting Power Shares 0 Beneficially 9. Sole Dispositive Power Owned By 154,862 Reporting 10. Shared Dispositive Power Person With 0 11. Aggregate Amount Beneficially Owned By Each Reporting Person 154,862 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) 6.5% 14. Type of Reporting Person IN Page 5 of 8 This Amendment No. 13 amends and supplements the Schedule 13D filed on January 21, 1986, as previously amended by Amendments No. 1 through 12 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 21, 2005, Services purchased 20,000 Shares from Patrick M. Flynn, President and Chief Executive Officer of Blue Ridge, at a price of $38.00 per share pursuant to an oral agreement between the parties. The funds to purchase the Shares were obtained from Services' working capital. Item 5. Interest in Securities of the Issuer (a)-(b) Services beneficially owns 1,305,754 Shares, or approximately 54.7% 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. KC Holdings beneficially owns 86,094 Shares, or approximately 3.6% of the outstanding Shares. Mr. Cooper beneficially owns 154,862 Shares, or approximately 6.5%, of the outstanding Shares. Such number of Shares does not include 862 Shares held by a trust for which Mr. Cooper serves as a trustee or 86,094 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 86,094 Shares held by KC Holdings. Although Mr. Cooper is a Director and the Chief Executive Officer of Kimco and is a Director and the President of Services, he disclaims beneficial ownership of the 1,305,754 Shares held by Services. The percentages stated in this section are based on 2,385,024 Shares reported by the Companies to be outstanding as of June 21, 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. Page 6 of 8 (c) Except for the purchases discussed above, no transactions in Shares have been effected by or for the account of any of the Reporting Persons during the past sixty days. 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: June 21, 2005