SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Amendment No. 12)
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
May 16, 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 1,285,754
Reporting Person
With 9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,285,754
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,285,754
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)
54.4%
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 1,285,754
Reporting Person
With 9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,285,754
11. Aggregate Amount Beneficially Owned By Each Reporting Person
1,285,754
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)
54.4%
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 Shares
Beneficially 8. Shared Voting Power
Owned By 0
Reporting Person
With 9. Sole Dispositive Power
86,094
10. Shared Dispositive Power
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 Shares
Beneficially 8. Shared Voting Power
Owned By 0
Reporting Person
With 9. Sole Dispositive Power
154,862
10. Shared Dispositive Power
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. 12 amends and supplements the Schedule 13D filed on
January 21, 1986, as previously amended by Amendments No. 1 through 11 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 May 16, 2005, Services purchased 273,175 Shares, KC Holdings
purchased 18,291 Shares and Mr. Cooper purchased 3,680 Shares at a price of
$38.00 per share pursuant to the Companies' Subscription Rights Offering. The
funds to purchase Services' and KC Holdings' Shares were obtained from Services'
and KC Holdings' respective working capital. The funds to purchase Mr. Cooper's
shares were from his personal funds.
Item 5. Interest in Securities of the Issuer
(a)-(b) Services beneficially owns 1,285,754 Shares, or
approximately 54.4% 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
1,285,754 Shares held by Services.
The percentages stated in this section are based on 2,365,024
Shares reported by the Companies to be outstanding as of May 16, 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.
Page 6 of 8
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 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
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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: May 20, 2005
Page 8 of 8