SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Amendment No. 11)
Under the Securities Exchange Act of 1934
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
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(Name of Issuer)
Common Stock without par value, stated value $.30 per combined share
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(Title of Class of Securities)
096005 4 20 2 (common)
096005 4 10 3 (unit)
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(CUSIP Number)
Milton Cooper
Kimco Realty Services, Inc.
3333 New Hyde Park Road
New Hyde Park, NY 11042-0020
(516) 869-9000
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(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
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(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
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Name: Milton Cooper
Title: Chief Executive Officer
Kimco Realty Services, Inc.
By: /s/ Milton Cooper
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Name: Milton Cooper
Title: President
KC Holdings, Inc.
By: /s/ Milton Cooper
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Name: Milton Cooper
Title: President
/s/ Milton Cooper
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Milton Cooper
Dated: January 6, 2005
Page 8 of 8