Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 12)
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)
November
16, 2009
(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
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
0
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
|
£
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
|
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)
£
|
|
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
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
0
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
|
£
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
|
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
BENEFICIALLY
OWNED
BY
EACH REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
0
|
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
|
£
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
|
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, by Amendment No. 10 to the Schedule 13D filed on June 25,
2008, by Amendment No. 11 to the Schedule 13D filed on July 8, 2008 (the "Schedule D"),
is hereby amended as set forth below by this Amendment No. 12 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
On July
7, 2008, the Reporting Persons and the Issuer executed a Third Amendment to
Stipulation and Order (the "3rd Amendment") which amends the Settlement
Agreement, as previously amended, and is attached as Exhibit E and a Fourth
Amendment to Stipulation and Order (the "4th Amendment") which amends the
Settlement Agreement, as previously amended, and is attached as Exhibit
F. The 3rd Amendment and 4th Amendment acknowledge that the Reporting
Persons have disposed of 1,160,304 shares of common stock since October 17,
2006, and extend the time by which the Reporting Persons are required to fully
divest their beneficial ownership in all of the holdings of Common Stock until
October 16, 2012.
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, and Amendment No. 11 to the Schedule D, the Amendment, the 2nd
Amendment, the 3rd Amendment, and the 4th Amendment. In furtherance thereof, the
Reporting Persons have sold their remaining Shares
pursuant to a Purchase Agreement dated November 16, 2009, attached hereto as
Exhibit G.
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 November 16, 2009:
6
|
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
|
||||||||||||
|
Reporting
Persons
|
0 | 0 | 0 | 0 | % | |||||||||||
|
Central
Florida Investments, Inc.
|
0 | 0 | 0 | 0 | % | |||||||||||
|
David
A. Siegel
|
0 | 0 | 0 | 0 | % | |||||||||||
|
David
A. Siegel Revocable Trust
|
0 | 0 | 0 | &#x A0; | 0 | % | ||||||||||
|
|
(c)
|
Information
concerning transactions in the Common Stock effected by the Reporting
Persons since the filing of Amendment No. 11 to the Schedule 13D is set
forth in Schedule L 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,
Schedule
K and Schedule L were sold
privately, not through the New York Stock
Exchange.
|
|
|
(d)
|
Dividends
on the shares of Common Stock prior to their sale as reported
herein were 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**
|
7
|
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***
|
|
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********
|
|
Schedule
L
|
List
of the transactions in Issuer Common Stock that were effected by the
Reporting Persons since the filing of Amendment No. 11 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******
|
|
Exhibit
E
|
Third
Amendment To Stipulation and Order dated as of July 7, 2008*********
|
|
Exhibit
F
|
Fourth
Amendment to Stipulation and Order dated as of July 7, 2008*********
|
|
Purchase
Agreement dated November 16, 2009
|
|
*
|
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.
|
********
Previously filed with the Securities and Exchange Commission on December 27,
2007 as a schedule or exhibit to the Schedule 13D.
*********
Previously filed with the Securities and Exchange Commission on July 28, 2008 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:
November 18, 2009
|
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