BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Notice of Annual Meetings of Shareholders
March 27, 2002
To The Shareholders:
The Annual Meetings of Shareholders of Blue Ridge Real Estate Company and
Big Boulder Corporation (the (Corporations() will be held on March 27, 2002, at
the Chase Manhattan Bank, 1166 Avenue of the Americas at 46th Street, 17th Floor
Conference Room in New York City, NY, at 10:30 A.M., Local Time. The two
meetings will be held simultaneously, as a joint meeting, since under a Security
Combination Agreement between the two Corporations and under their By-Laws, the
shares of the two Corporations are combined and traded together in unit
certificates. The purposes of each meeting are as follows:
(1) To elect Directors of each of the Corporations
(2) To transact such other business as may properly come
before the meetings.
Shareholders of record at the close of business on February 8, 2002, are
entitled to notice of and to vote at said meetings.
By order of the Board of Directors of Blue Ridge Real Estate Company and
Big Boulder Corporation.
Christine A. Liebold
Secretary
February 22, 2002
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BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Blakeslee, Pennsylvania
_
PROXY STATEMENT
for the
ANNUAL MEETINGS OF SHAREHOLDERS
March 27, 2002
This Proxy Statement is being mailed on or about February 22, 2002 to the
Shareholders of Record of Blue Ridge Real Estate Company and Big Boulder
Corporation (each a (Corporation( and collectively the (Corporations() in
connection with the Joint Annual Meetings of Shareholders of the Corporations to
be held on March 27, 2002, at 10:30 A.M., Local Time, at the Chase Manhattan
Bank, 1166 Avenue of the Americas at 46th Street, 17th Floor Conference Room in
New York City, NY and at any adjournment or adjournments thereof (the (Joint
Meeting().
Under a Security Combination Agreement between the Corporations and under
the By-Laws of both Corporations, shares of the two Corporations are combined in
unit certificates, each certificate representing the same number of shares of
each of the Corporations. Shares of each Corporation may be transferred only
together with an equal number of shares of the other Corporation. For this
reason, the Annual Meetings of the Shareholders of both Corporations are held
together as a Joint Meeting. At the Joint Meeting, separate votes will be held
on the proposals concerning each Corporation, and shareholders have the right to
vote their shares differently on similar proposals presented by each of the
Corporations before the Joint Meeting. Only one Proxy Card has been supplied to
Shareholders, but this Card constitutes separate proxies with regard to the
shares of the respective Corporations, and provides means for Shareholders to
give instructions for voting their Blue Ridge Real Estate Company shares
separately from their Big Boulder Corporation shares.
The proxies evidenced by the Proxy Card are solicited on behalf of the
Boards of Directors of the respective Corporations. Each such proxy is subject
to revocation by the Shareholder at any time before it is voted by filing notice
of revocation with the Secretary of the Corporations or by filing a duly
executed proxy bearing a later date. A proxy may also be revoked by attending
the Joint Meeting and voting in person.
The costs of preparing, assembling and mailing this Proxy Statement, the
Notice of Meetings, the Annual Report, the enclosed form of Proxy Card and any
additional material relating to the Joint Meetings which may be furnished to the
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Shareholders on behalf of the Board of Directors subsequent to the furnishing of
this Proxy Statement have been or are to be borne by the Corporations, with each
of the Corporations to pay one-half of such costs.
In addition to the use of the mails, the Corporations may, if they consider
it desirable, solicit proxies personally or by telephone or facsimile. Such
solicitation may be made by officers, directors or employees of the Corporations
without additional compensation. Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward the soliciting material to
their principals and to obtain authorization for the execution of proxies, in
which event they will be reimbursed upon request for their out-of-pocket
expenses incurred in connection therewith.
A copy of the Corporations' Annual Report for the Transition Period ended
October 31, 2001, accompanies this Proxy Statement but is not considered a part
of the proxy-soliciting material. Additional copies of such report are available
to any Shareholder upon request.
VOTING SECURITIES
Each of the Corporations had outstanding on February 8, 2002, 1,917,180
shares of Common Stock, without par value, and neither has any other authorized
class of securities. Only Shareholders of Record of the Corporations at the
close of business on February 8, 2002 will be entitled to vote at the Joint
Meeting. Each Shareholder has the right to cumulate his votes in the election of
directors and may cumulate his votes differently in voting for the election of
directors of each Corporation. Cumulative voting entitles the Shareholder to
multiply his shares by the number of directors (4) to be elected, and to cast
the number of votes so determined for one person or to distribute such number,
in his discretion, among two or more persons. To vote cumulatively, a
Shareholder must write the name of the nominee or nominees selected and the
number of votes to be cast for each nominee following the words (Cumulative For(
on the lines provided under Items 1 and 2 on the Proxy Card. On all other
matters, each share of each of the Corporations will be entitled to one vote.
Shares cannot be voted at the Joint Meeting unless the holder of record is
present in person or represented by Proxy. The enclosed Proxy Card is a means by
which a Shareholder may authorize the voting of his or her shares at the Joint
Meeting. If a Proxy Card is properly executed, returned to the Corporations or
their agent and not revoked, the shares represented by such Proxy Card will be
voted in accordance with the instructions set forth thereon. Shareholders are
urged to specify their choices by marking the appropriate box of the Proxy Card.
If no instructions are given with respect to the matters to be acted upon, the
shares represented by the proxy will be voted at the discretion of the proxy
agents, as described below. If any other matters are properly presented at the
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Joint Meeting, the proxy agents will vote the proxies (which confer
discretionary authority to vote on such matters) at their discretion. A
Shareholder may attend the meeting even though he or she has executed a Proxy
Card.
With respect to each Corporation, presence at the Joint Meeting, in person
or by proxy, of the holders of a majority of the shares entitled to vote is
necessary to constitute a quorum. With regard to the election of directors,
Shareholders may cumulate votes for the nominees specified on the Proxy Card, as
described above, or withhold votes for certain or all votes that are withheld
will be excluded entirely from the vote and will have no effect. Brokers that
are member firms of the New York Stock Exchange ("NYSE"), and who hold shares of
the Corporations in street name for customers, have the authority under the
rules of the NYSE to vote those shares only with respect to the election of
directors if they have not received instructions from the beneficial owner.
ELECTION OF DIRECTORS
Four directors of each Corporation are to be elected at the Joint Meeting,
as set forth by resolution of the Board of Directors.
The By-Laws of each of the Corporations permit up to eight members to
comprise the whole Board of Directors of each Corporation.
The persons named as proxy agents in the enclosed Proxy Card have advised
the Board of Directors of each Corporation that it is their intention to
cumulate votes in their discretion among all or less than all of the four
nominees for the Board of Directors unless a specific direction to cumulate
votes in a particular manner is included on the Proxy Card. If elected, the
directors of each Corporation will hold office until the next Annual Meeting of
such Corporation when their successors are elected. If any vacancy shall occur
because of death or other unexpected occurrence in the slates of nominees listed
below for election as directors, the proxy agents have advised the Boards of
Directors of the Corporations that it is their intention to vote the proxies for
such substitute nominees as may be proposed by or on behalf of the Boards of
Directors of each of the Corporations.
Information with respect to the nominees, the periods during which they
have served as directors of each Corporation, their principal occupations and
their ages is set forth in the following table:
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First
Became
Name Director Occupation (1) Age
Milton Cooper 1983 Chairman and Director, Kimco Realty 73
Corporation; Director, Getty Realty Corp.;
Mass Mutual Participation Investors-
Closed End Investment Co.;
Mass Mutual Investors-Closed End
Investment Co.
Michael J. Flynn 1990 Chairman of the Board, Blue Ridge 66
Real Estate Company and Big Boulder
Corporation since 1991; Vice Chairman
and Director, Kimco Realty Corporation
(since January 1996)
Patrick M. Flynn 2001 Director of Real Estate, Kimco Realty 25
Corporation (since May 2001); Senior
Consultant, MIT Consulting (June 1995-
May 2001). Patrick is the son of Michael
Flynn
Wolfgang Traber 1986 Chairman of the Board, Hanseatic 57
Corporation (August 1994-Present);
Director, M.M. Warburg & CO KGaA,
Director, Kimco Income REIT
Director, Kappa Ventures - U.K.
Director, Langen GbR - Hamburg, Germany
Director, 422 BV - Amsterdam, Netherland
(1) Unless otherwise noted, the affiliations shown constitute the
individual's principal business experience for at least the last 5 years.
Directorships in public companies are also identified.
Each of the nominees for election as director has stated that there is no
arrangement or understanding of any kind between him or any other person or
persons relating to his election as a director except that such nominees have
agreed to serve as a director of the Corporations if elected.
The directors are to be elected by a plurality of the votes cast at the
Joint Meeting. The Board of Directors unanimously recommends a vote FOR each of
the nominees.
COMMITTEES AND MEETINGS
Each Board of Directors has an Executive Committee, an Audit Committee and
a Compensation Committee, but does not have a Nominating Committee. Each Board
of Directors held one meeting during the Transition Period ending October 31,
2001.
The Executive Committee of each Corporation consisted of Michael J. Flynn,
Patrick M. Flynn and Eldon D. Dietterick. This Committee is empowered to
exercise all powers of the Board of Directors, except action on dividends,
during the intervening period between regular Board Meetings. The Executive
Committee held two meetings in the Transition Period ending October 31, 2001.
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The Audit Committee of each Corporation, composed of Michael J. Flynn,
Patrick M. Flynn and Eldon D. Dietterick, held two meetings during the
Transition Period ending October 31, 2001. The Audit Committee reviews, with the
Corporations' independent certified public accountants (i) the scope of auditing
procedures, (ii) the Corporations' accounting procedures and controls, (iii) the
Corporations' audit report and financial statements on a quarterly basis.
The Compensation Committee of each Corporation consists of Michael J.
Flynn, Patrick M. Flynn and Eldon D. Dietterick. This Committee reviews general
compensation policies and reviews and recommends salary and other adjustments
for employees and executive officers. The Compensation Committee did not convene
during the Transition Period ending October 31, 2001.
All Directors attended 100% of the aggregate of the total number of
meetings of the Boards of Directors and of Committees of the Boards on which
they served.
HOLDINGS OF COMMON STOCK
The following table sets forth, as reported to the Corporations as of
February 8, 2002, the number of shares of Common Stock of each Corporation owned
or controlled by persons who beneficially own more than 5% of each Corporation's
outstanding shares, each Director and nominee for Director, the Corporations'
officers listed in the table under the caption "2001 Annual Compensation for the
Top Officers," and the officers and directors as a group:
Number of Shares Percent
Beneficially of Shares
Name and Address Owned (1) Outstanding
Milton Cooper 1,234,989(2) 64.42%
c/o Kimco Realty Services, Inc.
3333 New Hyde Park Road, Suite 100
New Hyde Park, NY 10042-0020
Michael J. Flynn 36,100(3) 1.88%
Patrick M. Flynn 5,000(4) *
Wolfgang Traber -0- *
Eldon D. Dietterick 3,136(5) *
Richard T. Frey 2,000(6) *
Mark Daubert 1,000(7) *
All Executive Officers and Directors 1,282,225 66.88%
as a Group (7 Persons)
*Less than 1%
(1) Shares are beneficially owned when a person, directly or indirectly,
has or shares the voting power thereof (that is, the power to vote, or direct
the voting, of such shares) and investment power thereof (that is, the power to
dispose, or to direct the disposition, of such shares).
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(2) As reflected in Amendment No.10 to Schedule 13D filed with the
Securities and Exchange Commission on July 3, 2001, Mr. Cooper has the sole
voting and dispositive power over 153,893 shares. The number of shares listed
also includes 67,803 shares as to which Mr. Cooper disclaims beneficial
ownership; such shares are owned by KC Holdings, Inc., of which Mr. Cooper is
Chairman of the Board and President and the owner of approximately 7.7% of the
outstanding stock. The above number of shares also includes 1,012,579 shares
which are owned by Kimco Realty Services, Inc., which is a wholly owned
subsidiary of Kimco Realty Corporation, a Real Estate Investment Trust
("Kimco"). Mr. Cooper is Chairman of the Board and Chief Executive Officer of
Kimco, but disclaims beneficial ownership of the shares of the Corporations
owned by Kimco. Finally, the above number includes 714 shares held by a trust
for which Mr. Cooper serves as trustee, but as to which shares he disclaims
beneficial ownership. The business address of KC Holdings, Inc., Kimco Realty
Services, Inc. and Kimco is c/o Kimco Realty Corporation, 3333 New Hyde Park
Road, Suite 100, New Hyde Park, NY 11042-0020.
(3) Includes currently exercisable option to purchase 35,000 shares.
(4) Includes currently exercisable option to purchase 5,000 shares.
(5) Includes currently exercisable option to purchase 3,000 shares.
(6) Includes currently exercisable option to purchase 2,000 shares.
(7) Includes currently exercisable option to purchase 1,000 shares.
2001 Annual Compensation for the Top Officers
The following table discloses certain compensation information for the
chief executive officer of the Corporations and those executive officers whose
salary and bonus was at least $100,000 for the twelve month period ended October
31, 2001(1).
Annual Compensation (2) Long-Term
Compensation
Awards
Name and Securities
Principal Other Annual Underlying All Other
Position Year Salary($) Bonus($) Compensation Options/ Compensation
($)(3) SARS(#) ($)(4)
Patrick M. Flynn(5) 2001(1) $0 $0 $0 0 $0
Chief Executive
Officer & President
Gary A. Smith 2001(1) $52,000 $0 $1,075 0 $197,917
Former Chief 2001 125,000 30,000 2,150 0 0
Executive Officer 2000 125,000 28,000 1,506 0 0
& President
Melanie Murphy 2001(1) $37,000 $0 $ 746 0 $132,000
Former Vice 2001 88,000 24,000 1,492 0 0
Pres. of Operations 2000 85,000 22,000 1,369 0 0
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(1) On August 28, 2001 the company decided to change its fiscal year end
from March 31st to October 31st.
(2) Compensation was paid to Mr. Smith and Ms. Murphy by Blue Ridge Real
Estate Company, a portion of which was then allocated to Big Boulder
Corporation.
(3) Personal use of Company Vehicle.
(4) Severance pay accrued during the twelve months ending October 31, 2001.
Both Mr. Smith and Ms. Murphy terminated their employment with the Corporations
as of March 31, 2001.
(5) Mr. Patrick M. Flynn was appointed Chief Executive Officer and
President on October 17, 2001.
Director Compensation. An annual retainer of $5,000 is paid to Michael J.
Flynn. An annual retainer of $1,000 is paid to Milton Cooper and Wolfgang
Traber. All Directors receive $1,000 for each Board Meeting they attend.
Directors do not receive compensation for committee meetings. Michael J. Flynn,
Chairman of the Board, received a $35,000 consulting fee during the Transition
Period ending October 31, 2001. Mr. Flynn has an Option to Purchase 35,000
shares of Common Stock at $6.75 per share exercisable to July 1, 2003. Patrick
M. Flynn has an Option to Purchase 5,000 shares of Common Stock at $10.50 per
share exercisable to December 10, 2006. Eldon D. Dietterick has an Option to
Purchase 3,000 shares of Common Stock at $10.50 per share exercisable to
December 10, 2006. Richard T. Frey has an Option to Purchase 2,000 shares of
Common Stock at $10.50 per share exercisable to December 10, 2006. Mark Daubert
has an Option to Purchase 1,000 shares of Common Stock at $10.50 per share
exercisable to December 10, 2006.
Employee Benefit Plans. The Corporations have a defined benefit pension
plan. Eligible employees of the Corporations and certain of their subsidiaries
participate in the pension plan which provides to each such participant annual
retirement income beginning at age 65 equal product of (x) 31% of the first
$10,000 of such participant's average compensation for the five highest
consecutive years in the last ten year ("final average earnings") prior to
retirement during which the employee was most highly paid plus 40% of such
earnings in excess of $10,000; and (y) the ratio of the participant's years of
credited service (if less than 15 years) to 15 years.
The table that follows shows the estimated annual benefits payable upon
retirement to persons in specified remuneration and years of service
classifications under the pension plan. The retirement benefits shown are based
upon retirement at the age of 65.
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Employee Benefit Plans (continued)
Years of Service
Average Salary* 5 10 15**
$ 15,000 1,700 3,400 5,100
$ 30,000 3,700 7,400 11,100
$ 45,000 5,700 11,400 17,100
$ 60,000 7,700 15,400 23,100
$ 75,000 9,700 19,400 29,100
$ 90,000 11,700 23,400 35,100
$ 105,000 13,700 27,400 41,100
$ 120,000 15,700 31,400 47,100
$ 135,000 17,700 35,400 53,100
$ 150,000 19,700 39,400 59,100
$ 160,000 21,000 42,000 63,000
*Based on 5 consecutive years of highest earnings in the last 10
years.
**Minimum number of years of continuous service required to receive maximum
pension.
Remuneration covered by the pension program includes salary, overtime and
awards under an annual incentive program.
INDEPENDENT AUDITORS AND AUDIT COMMITTEE
Parente Randolph, PC was the auditor for the Transition Period ended
October 31, 2001, and the Board of Directors, upon recommendation of the Audit
Committee, has selected it as auditor for the year ending October 31, 2002. A
representative of Parente Randolph, PC will be present at the meeting with the
opportunity to make a statement and respond to appropriate questions from
stockholders.
Independence of Public Accountants. For the Transition Period ended October
31, 2001, the Companies paid Parente Randolph, PC its independent auditors,
approximately $78,328 for audit and tax return services, combined. The Audit
Committee concluded that the foregoing non-audit services did not adversely
impact the independence of Parente Randolph, PC.
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Report of the Audit Committee
We have reviewed and discussed with the management the Companies' audited
financial statements as of and for the Transition Period ended October 31, 2001.
We have discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants.
We have received and reviewed the written disclosures and the letter from
the independent auditors required by Independence Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and have discussed with the auditors and auditors' independence.
Based on the reviews and discussions referred to above, we have recommended
to the Board of Directors that the financial statements referred to above be
included in the Company's Annual Report on Form 10-K for the Transition Period
ended October 31, 2001.
Michael J. Flynn
Patrick M. Flynn
Eldon D. Dietterick
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporations' officers, directors and persons who own more than ten percent of a
registered class of the Corporations' equity securities ((10% Holders(), to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "Commission"). officers, directors and 10% Holders are required
by Commission regulations to furnish the Corporations with copies of all Section
16(a) forms they file.
Based solely on a review of the copies of such forms received, or written
representations from certain reporting persons, the Corporations believe that
during the period from April 1, 2001 through October 31, 2001, all filing
requirements applicable to its officers, directors and 10% Holders were
fulfilled.
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SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETINGS
Consideration of certain matters is required at the Annual Meetings of
Shareholders, such as the election of directors. In addition, pursuant to
applicable regulations of the Securities and Exchange Commission, Shareholders
may present proposals, which are proper subjects for inclusion in the Proxy
Statement and for consideration at the Annual Meetings, by submitting their
proposals to the Corporations at their principal offices on a timely basis. In
order to be included for the 2002 Annual Meetings, proposals must be received by
October 16, 2002.
OTHER MATTERS
The Board of Directors of each Corporation are not aware of any matters,
other than those listed in the Notice of Annual Meetings, that may be properly
brought before the Joint Meeting. If, however, any other matter not now known
properly comes before the Joint Meeting, the persons named in the enclosed Proxy
Card will vote the proxies in their discretion on such matters.
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
Christine A. Liebold, Secretary
Dated: Blakeslee, Pennsylvania
February 22, 2002
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