Schedule 13d
| Filed by: | CENTRAL FLORIDA INVESTMENTS, INC. |
| Subject Company: | BLUEGREEN CP |
| Filed as of Date: | 06/25/2008 |
| View Original Filing on Edgar's | |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 10)
BLUEGREEN
CORPORATION
(Name
of Issuer)
Common Stock, $0.01 Par
Value Per Share
(Title
of Class of Securities)
096231105
(CUSIP
Number)
Central
Florida Investments, Inc.
5601
Windhover Drive
Orlando,
FL 32819
(407)
351-3350
Attn:
Thomas F. Dugan
with
copies to:
Michael
E. Marder, Esq.
Greenspoon
Marder, P.A.
201 E.
Pine Street, Suite 500
Orlando,
FL 32801
Phone:
(407) 425-6559
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December
26, 2007
(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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-l(f) or 13d-l(g), check the following box
£.
SCHEDULE
13D
CUSIP No.
096231105
|
1
|
NAME
OF REPORTING PERSONS
|
|||
|
Central
Florida Investments, Inc.
|
||||
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
T
|
||
|
(b)
£
|
||||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
|
|||
|
WC;
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
|
Florida
|
||||
| NUMBER OF SHARES |
7
|
SOLE
VOTING POWER
|
||
| BENEFICIALLY OWNED |
|
0
|
|
|
| BY EACH REPORTING |
8
|
SHARED
VOTING POWER
|
||
| PERSON WITH |
|
7,572,096
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|||
|
|
0
|
|
||
|
10
|
SHARED
DISPOSITIVE POWER
|
|||
|
|
7,572,096
|
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
7,572,096
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
|
24.26%
|
||||
|
14
|
TYPE
OF REPORTING PERSON
|
|||
|
CO
|
||||
2
SCHEDULE
13D
CUSIP No.
096231105
|
1
|
NAME
OF REPORTING PERSONS
|
|||
|
David
A. Siegel Revocable Trust.
|
||||
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
T
|
||
|
(b)
£
|
||||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
|
|||
|
WC;
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
|
Florida
|
||||
| NUMBER OF SHARES |
7
|
SOLE
VOTING POWER
|
||
| BENEFICIALLY OWNED |
|
0
|
|
|
| BY EACH REPORTING |
8
|
SHARED
VOTING POWER
|
||
| PERSON WITH |
|
7,572,096
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|||
|
|
0
|
|
||
|
10
|
SHARED
DISPOSITIVE POWER
|
|||
|
|
7,572,096
|
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
7,572,096
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
|
24.26%
|
||||
|
14
|
TYPE
OF REPORTING PERSON
|
|||
|
CO
|
||||
3
SCHEDULE
13D
CUSIP No.
096231105
|
1
|
NAME
OF REPORTING PERSONS
|
|||
|
David
A. Siegel
|
||||
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
T
|
||
|
(b)
£
|
||||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
|
|||
|
PF;
OO
|
||||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
|
£
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
|
United
States
|
||||
| NUMBER OF SHARES |
7
|
SOLE
VOTING POWER
|
||
| BENEFICIALLY OWNED |
|
0
|
|
|
| BY EACH REPORTING |
8
|
SHARED
VOTING POWER
|
||
| PERSON WITH |
|
7,572,096
|
|
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|||
|
|
0
|
|
||
|
10
|
SHARED
DISPOSITIVE POWER
|
|||
|
|
7,572,096
|
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
7,572,096
|
||||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
£
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
|
24.26%
|
||||
|
14
|
TYPE
OF REPORTING PERSON
|
|||
|
IN
|
||||
4
The
statement on Schedule 13D filed on July 20, 2006, relating to the common stock,
$0.01 par value per share (the "Common Stock"), as amended by Amendment No. 1 to
the Schedule 13D filed on August 10, 2006, by Amendment No. 2 to the Schedule
13D filed on August 22, 2006, by Amendment No. 3 to the Schedule 13D filed on
September 19, 2006, by Amendment No. 4 to the Schedule 13D filed on October 17,
2006, by Amendment No. 5 to the Schedule 13D filed on February 19, 2007, by
Amendment No. 6 to the Schedule 13D filed on May 21, 2007, by Amendment No. 7 to
the Schedule 13D filed on October 22, 2007, by Amendment No. 8 to the Schedule
13D filed on December 5, 2007, by Amendment No. 9 to the Schedule 13D filed on
December 27, 2007, (the "Schedule D"), is hereby amended as set forth below by
this Amendment No. 10 to the Schedule 13D (this "Amendment"). Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
assigned to such terms in the Schedule D.
Item
4. Purpose of Transaction
On July 27, 2006, the Issuer announced
in a press release that it had declared a dividend distribution of one preferred
share purchase right on each outstanding share of Common Stock in response to
the filing by the Reporting Persons of the Schedule 13D. The specific terms of
the rights are contained in a Rights Agreement, dated July 27, 2006 (the “Rights Plan”). On
July 27, 2006, the Issuer filed a claim in the U.S. District Court for the
Southern District of Florida against the Reporting Persons seeking, among other
things, a declaratory judgment from the court that the board of directors of the
Issuer acted appropriately in adopting the Rights Plan (the “Litigation”). The
effect of the Rights Plan is to cause any person or group that acquires
beneficial ownership of 15% or more of the Common Stock, subject to certain
exceptions, to suffer significant dilution of its shareholdings in the Issuer.
In particular, the Rights Plan imposes such penalty on any person or group that
acquires beneficial ownership of 15% or more of the Common Stock as a result of
third parties exercising contractual rights that existed as of the date of the
adoption of the Rights Plan, unless such person or group sells a sufficient
number of shares of Common Stock to reduce its holdings below 15% within 60 days
of acquiring such Common Stock. Because a sufficient number of Puts were
exercised by third parties, the Reporting Persons have acquired 31.5% of the
Common Stock. Under the terms of the Rights Plan, the Reporting Persons would be
forced to sell a sufficient number of shares of Common Stock to reduce their
holdings below such 15% threshold within the 60-day period to avoid the
significant dilutive effects of the Rights Plan.
On
October 16, 2006, the Reporting Persons, the Issuer and the Issuer’s board of
directors executed a Stipulation and Order (the “Settlement
Agreement”) which settled the Litigation and was attached as Exhibit B to
Amendment No. 4 to the Schedule 13D filed on October 17, 2006. As part of the
Settlement Agreement, the Reporting Persons agreed to divest their beneficial
ownership in at least 5,383,554 shares of the Common Stock within one year from
October 16, 2006 and further agreed to divest fully their beneficial ownership
in all of their remaining holdings of the Common Stock within two years of
October 16, 2006. Pursuant to the Settlement Agreement, the Issuer amended the
Rights Plan so that the Reporting Persons are permitted to comply with the terms
of the Settlement Agreement without suffering any of the Rights Plan’s dilutive
effects. Consequently, the Reporting Persons have until October 16, 2007 to sell
sufficient shares of Common Stock to reduce their beneficial ownership below the
15% threshold set forth in the Rights Plan and discussed above. Under the terms
of the Settlement Agreement, the Reporting Persons may not sell or otherwise
transfer in excess of 915,379 shares of Common Stock to any one person or group
(including any affiliates of such person or group). Furthermore, the Settlement
Agreement provides that until such time as the Reporting Persons are fully
divested of their beneficial ownership of the Common Stock, the Reporting
Persons must vote all of the Shares as recommended by the Issuer’s board of
directors and have granted a proxy to two of the Issuer’s directors to vote the
Shares at every annual, special or adjourned meeting or grant a consent or
approval in respect of its Shares in favor of any matter presented to the
stockholders of the Issuer. Moreover, under the Settlement Agreement, the
Reporting Persons are subject to a “standstill agreement” pursuant to which,
among other things, they are not permitted to acquire any additional shares of
Common Stock or seek to control or influence the management, board of directors
or policies of the Issuer.
On May 21, 2007, the Reporting Persons
and the Issuer executed an Amendment to Stipulation and Order (the "Amendment")
which amends the Settlement Agreement and is attached as Exhibit C. The
Amendment provides that the Reporting Persons agreed to divest their beneficial
ownership in at least 1,112,000 shares of the Common Stock within one year from
October 16, 2006, and in at least 4,260,198 shares of the Common Stock from
October 17, 2007 through October 16, 2008, and to divest fully their beneficial
ownership in all of their remaining holdings of the Common Stock within three
years of October 16, 2006. The Reporting Persons also acknowledged in the
Amendment that the Rights Plan was amended to reduce from 15% to 10% the
threshold at which the beneficial ownership of shares of Common Stock would
cause the acquirer of such Common Stock to become an Acquiring Person under the
Rights Plan.
On
October 15, 2007, the Reporting Persons and the Issuer executed a Second
Amendment to Stipulation and Order (the " 2nd
Amendment") which amends the Settlement Agreement, as previously amended, and is
attached as Exhibit D. The 2nd
Amendment extends the time in which the Reporting Person have to fully divert
their beneficial ownership in at least 1,112,000 shares of the Common Stock from
October 16, 2007 to April 16, 2008. The remaining dates previously
agreed to in the Amendment remain unchanged so that the Reporting Persons agree
to fully divest their beneficial ownership in at least 4,260,198 shares of the
Common Stock from October 17, 2007 through October 16, 2008, and to divest fully
their beneficial ownership in all of their remaining holdings of the Common
Stock within three years of October 16, 2006.
5
The Reporting Persons intend to comply
with their contractual obligations arising out of the Settlement Agreement, as
defined and disclosed in Amendment No. 4 to the Schedule D filed on October 17,
2006, and Amendment No. 7 filed on October 22, 2007, the Amendment, and the
2nd
Amendment. In furtherance thereof, the Reporting Persons have sold Shares and
call option contracts in order to facilitate such sales. The 10th
Amendment corrects Scrivener's Errors in the 9th Amendment, in which the number
of Beneficially Owned Shares was inadvertently misstated.
Except as otherwise described herein or
as expressly stated below, no Reporting Person, and to the best knowledge of the
Reporting Persons, none of the persons set forth on Schedule A, has any present
plan or proposal that relates to or would result in:
|
(a)
|
The
acquisition by any person of additional securities of the issuer, or the
disposition of securities of the
issuer;
|
|
(b)
|
An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its
subsidiaries;
|
|
(c)
|
A
sale or transfer of a material amount of assets of the issuer or any of
its subsidiaries;
|
|
(d)
|
Any
change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the
board;
|
|
(e)
|
Any
material change in the present capitalization or dividend policy of the
issuer;
|
|
(f)
|
Any
other material change in the issuer's business or corporate structure
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
|
|
(g)
|
Changes
in the issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the issuer by
any person;
|
|
(h)
|
Causing
a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
|
|
(i)
|
A
class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
|
|
(j)
|
Any
action similar to any of those enumerated
above.
|
Item 5. Interest in Securities of the
Issuer.
Item 5 of
Schedule 13D is hereby amended and restated as follows:
(a-b) Set
forth in the table below are the number and percentages of shares of Common
Stock beneficially owned by each Reporting Person as of December 26,
2007:
|
Name
|
Number
of Shares Beneficially Owned with Sole Voting and Dispositive
Power
|
Number
of Shares Beneficially Owned with Shared Voting and Dispositive
Power
|
Aggregate
Number of Shares Beneficially Owned
|
Percentage
of Class Beneficially Owned (1)
|
|
Reporting
Persons
|
0
|
7,572,096
|
7,572,096
|
24.26%
|
|
Central
Florida Investments, Inc.(2)
|
0
|
7,572,096
|
7,572,096
|
24.26%
|
|
David
A. Siegel(3)
|
0
|
7,572,096
|
7,572,096
|
24.26%
|
|
David
A. Siegel Revocable Trust(4)
|
0
|
7,572,096
|
7,572,096
|
24.26%
|
6
|
(1)
|
The
percentages of Common Stock indicated in this table are based on the
31,201,528 shares of Common
Stock outstanding as of November 1, 2007, as disclosed on the
Issuer’s most recent Form 10-Q filed with the Securities and Exchange
Commission.
|
|
(2)
|
CFI
beneficially owns all of the Shares because it is the owner of record of
the CFI Shares and because it is controlled by the Siegel Trust and Mr.
Siegel.
|
|
(3)
|
Mr.
Siegel beneficially owns all of the Shares because he is the sole trustee
of the Siegel Trust, which owns all of the voting stock of
CFI.
|
|
(4)
|
The
Siegel Trust beneficially owns all of the Shares because it owns all of
the voting stock of CFI and because Mr. Siegel is the sole trustee and a
beneficiary of the Siegel Trust.
|
|
|
(c)
|
Information
concerning transactions in the Common Stock effected by the Reporting
Persons since the filing of Amendment No. 8 to the Schedule 13D is set
forth in Schedule K
hereto and is incorporation herein by reference. All of the put
transactions listed on Schedule B,
Schedule
C, Schedule D,
Schedule
E, Schedule F,
Schedule
G, Schedule H,
Schedule
I, Schedule J, and
Schedule
K were exchange traded options written through brokers. All of the
sales of Common Stock listed on Schedule D,
Schedule
G, Schedule H, and
Schedule
I, were sold through brokers and effected on the New York Stock
Exchange. All of the sales of Common Stock listed on Schedule J and
Schedule
K were sold privately, not through the New York Stock Exchange.
|
|
|
(d)
|
Dividends
on the shares of Common Stock reported herein will be paid to CFI and/or
Mr. Siegel as the record owner. No other person is known to have the right
to receive or the power to direct the receipt of dividend from, or the
proceeds from the sale of, such
securities.
|
|
|
(e)
|
Not
applicable.
|
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 of
the Schedule 13D is hereby restated as follows:
The
information set forth, or incorporated by reference, in Item 4 is hereby
incorporated by this reference in this Item 6.
Other
than as described in this Statement, to the best knowledge of the Reporting
Persons there are no contracts, arrangements, understandings or relationships
among the Reporting Persons or the persons set form on Schedule A, and
between any such persons and any other person, with respect to any securities of
the Issuer, including but not limited to, transfer and voting of any of the
securities of the Issuer, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies or a pledge or contingency the occurrence of which would
give another person voting power or investment power over the securities of the
Issuer.
Item
7. Material to be Filed as Exhibits.
Item 7 of
the Schedule 13D is hereby amended and restated as follows:
|
Schedule
A
|
Executive
Officers and Directors of CFI*
|
|
Schedule
B
|
List
of the transactions in Issuer Common Stock that were effected by the
Reporting Person during the sixty days prior to July 20,
2006**
|
|
Schedule
C
|
List
of the transactions in Issuer Common Stock that were effected by the
Reporting Persons during the last sixty days prior to August 10,
2006**
|
|
Schedule
D
|
List
of the transactions in Issuer Common Stock that were effected by the
Reporting Persons during the sixty days prior to August 22,
2006**
|
|
Schedule
E
|
List
of the transactions in Issuer Common Stock that were effected by the
Reporting Persons since the filing of Amendment No. 2 to the Schedule
13D**
|
|
Schedule
F
|
List
of the transactions in Issuer Common Stock that were effected by the
Reporting Persons since the filing of Amendment No. 3 to the Schedule
13D***
|
7
|
Schedule
G
|
List
of the transactions in Issuer Common Stock that were effected by the
Reporting Persons since the filing of Amendment No. 4 to the Schedule
13D****
|
|
Schedule
H
|
List
of the transactions in Issuer Common Stock that were effected by the
Reporting Persons since the filing of Amendment No. 5 to the Schedule
13D*****
|
|
Schedule
I
|
List
of the transactions in Issuer Common Stock that were effected by the
Reporting Persons since the filing of Amendment No. 6 to the Schedule
13D******
|
|
Schedule
J
|
List
of the transactions in Issuer Common Stock that were effected by the
Reporting Persons since the filing of Amendment No. 7 to the Schedule
13D*******
|
|
Schedule
K
|
List
of the transactions in Issuer Common Stock that were effected by the
Reporting Persons since the filing of Amendment No. 8 to the Schedule
13D
|
|
Exhibit
A
|
Joint
Filing Agreement*
|
|
Exhibit
B
|
Stipulation
and Order dated as of October 16,
2006***
|
|
Exhibit
C
|
Amendment
To Stipulation and Order dated as of May 21,
2007*****
|
|
Exhibit
D
|
Second
Amendment To Stipulation and Order dated as of October 15,
2007******
|
|
*
|
Previously
filed with the Securities and Exchange Commission on July 20, 2006 as a
schedule or exhibit to the Schedule
13D.
|
|
**
|
Previously
filed with the Securities and Exchange Commission on September 19, 2006 as
a schedule or exhibit to the Schedule
13D.
|
|
***
|
Previously
filed with the Securities and Exchange Commission on October 17, 2006 as a
schedule or exhibit to the Schedule
13D.
|
|
****
|
Previously
filed with the Securities and Exchange Commission on February 19, 2007 as
a schedule or exhibit to the Schedule
13D.
|
|
*****
|
Previously
filed with the Securities and Exchange Commission on May 21, 2007 as a
schedule or exhibit to the Schedule
13D.
|
|
******
|
Previously
filed with the Securities and Exchange Commission on October 22, 2007 as a
schedule or exhibit to the Schedule
13D.
|
|
*******
|
Previously
filed with the Securities and Exchange Commission on December 5, 2007 as a
schedule or exhibit to the Schedule
13D.
|
8
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date:
June 25, 2008
|
Central
Florida Investments, Inc.
|
|||
|
By:
|
/s/ David A. Siegel
|
||
|
Name:
|
David
A. Siegel
|
||
|
Title:
|
President
|
||
|
David
A. Siegel Revocable Trust
|
|||
|
By:
|
/s/ David A. Siegel
|
||
|
Name:
|
David
A. Siegel
|
||
|
Title:
|
Trustee
|
||
|
By:
|
/s/ David A. Siegel
|
||
|
David
A. Siegel
|
|||
9
SCHEDULE
K
List of
transactions in Issuer Common Stock that were effected by the Reporting Persons
since the filing of Amendment No.8 to the Schedule 13D
|
Date
of Transaction
|
Person
Effecting Transaction
|
Type
of Transaction
|
Expiration
Date
|
Strike
Price
|
Number
of securities bought/(sold)
|
Price
per share
|
||||||
|
12/10/2007
|
Central
Florida Investments, Inc.
|
Sold
Shares
|
42,000
|
$7.2536
|
||||||||
|
12/11/2007
|
Central
Florida Investments, Inc.
|
Sold
Shares
|
27,400
|
$7.2572
|
||||||||
|
12/12/2007
|
Central
Florida Investments, Inc.
|
Sold
Shares
|
22,100
|
$7.1197
|
||||||||
|
12/26/2007
|
Central
Florida Investments, Inc.
|
Sold
Shares
|
900,000
|
$6.32
|
10
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