UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)
Bluegreen Corporation
(Name of Issuer)
COMMON STOCK, par value $.01
(Title of Class of Securities)
096231105
(CUSIP Number)
David J. Allen, Esquire
290 South County Farm Road, Third Floor
Wheaton, Illinois 60187-4526
Telephone: (630) 588-7200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 10, 2002
(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 Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Section 240.13d-7(b) for other parties
to whom copies are to be sent.
The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
2
Schedule 13D/A
CUSIP No. 096231105 Page 2 of 13 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Grace Brothers, Ltd.
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
N/A
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 0
Shares 8 Shared Voting Power
Beneficially 1,884,484 shares, including 506,674 shares
Owned by by conversion of $4,175,000 principal
Each amount of 8-1/4% convertible debentures due
2012 and 1,275,510 shares by conversion of
$5,000,000 principal amount of 8%
convertible debentures due 2002.
Reporting 9 Sole Dispositive Power
Person 0
With 10 Shared Dispositive Power
1,884,484 shares, including 506,674 shares
by conversion of $4,175,000 principal
amount of 8-1/4% convertible debentures due
2012 and 1,275,510 shares by conversion of
$5,000,000 principal amount of 8%
convertible debentures due 2002.
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,884,484 shares, including 506,674 shares by conversion of
$4,175,000 principal amount of 8-1/4% convertible
debentures due 2012 and 1,275,510 shares by conversion of
$5,000,000 principal amount of 8% convertible debentures
due 2002.
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
7.2%
14. Type of Reporting Person (See instructions)
PN, BD
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Schedule 13D/A
CUSIP No. 096231105 Page 3 of 13 Pages
1. Names of Reporting Person
S.S. OR I.R.S. Identification No. of Above Persons
Bradford T. Whitmore
2. Check the Appropriate Box if a Member of a Group (See
instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See instructions)
N/A
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Illinois Limited Partnership
7 Sole Voting Power
Number of 150,261 shares, including 132,374 shares
Shares granted pursuant to stock options which
are exercisable within 60 days of this
filing.
Beneficially 8 Shared Voting Power
Owned by 1,884,484
Each
Reporting 9 Sole Dispositive Power
Person 150,261 shares, including 132,374 shares
With granted pursuant to stock options which
are exercisable within 60 days of this
filing.
10 Shared Dispositive Power
1,884,484
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
2,034,745
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See instructions) [ ]
13. Percent of Class Represented by Amount in Row (11)
7.8%
14. Type of Reporting Person (See instructions)
IN
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Schedule 13D/A
CUSIP No.096231105 Page 4 of 13 Pages
The undersigned reporting persons, hereby amend their
Schedule 13D (the "Schedule 13D") relating to the common
stock of Bluegreen Corporation (the "Issuer"). Unless
otherwise indicated, all capitalized terms used herein but
not defined herein shall have the same meaning as set forth
in the Schedule 13D. The purpose of this amendment is to
report a transaction which has occurred since the last
Schedule 13D filing; to report a decrease in the number of
shares owned by the reporting persons; and to disclose that
as beneficial ownership of the Issuer by the reporting
person is now less than 20%, all future filings by the
reporting persons will be made on Schedule 13G.
Item 4. Purpose of Transaction.
Item 4 is supplemented as follows:
On April 10, 2002, Grace Brothers, Ltd. ("Grace") and
Bradford T. Whitmore ("Whitmore") (collectively referred to
as the "Sellers") entered into a Stock Purchase Agreement
with Levitt Companies LLC (the "Purchaser") pursuant to
which the Sellers sold, assigned, transferred and delivered
to the Buyer a total of 2,434,972 shares of the common
stock, par value $.01 per share (the "Common Stock") of the
Issuer.
Except as set forth herein Grace and Whitmore have no plans
or proposals which relate to or would result in any of the
actions set forth in subparagraphs (a) through (j) of this
Item 4.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and supplemented as follows:
(a) As of February 11, 2002, there were 24,303,650 shares
of Common Stock outstanding. Based on such information, as
of the date hereof, after taking into account the ownership
described in Item 5(b) below and the transactions described
in Item 5(c) below, Grace and Whitmore beneficially own in
the aggregate 2,034,745 shares of Common Stock which
represents approximately 7.8% of the outstanding shares of
Common Stock.
(b) As a result of the transaction described in Item 4
above, Grace owns 102,300 shares of the Common Stock of the
Issuer. If Grace converted its convertible debentures, as
described below, Grace would beneficially own an aggregate
of 1,884,484 shares of Common Stock, constituting 7.2% of
all of the outstanding shares of Common Stock. Grace
currently holds $4,175,000 principal amount of the Issuer's
8.25% Convertible Debentures due 2012 ("8.25% Notes") which
are presently convertible into 506,674 shares of Common
Stock and $5,000,000 principal amount of the Issuer's 8%
Convertible Debentures due 2002 ("8% Notes") which are
presently convertible into 1,275,510 shares of Common
Stock.
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Page 5 of 13 Pages
As a result of the transaction described in Item 4 above,
Whitmore owns 17,887 shares of the Common Stock of the
Issuer and holds options to purchase 132,374 shares of
Common Stock which are exercisable within 60 days of this
filing. If Whitmore exercises all his stock options, he
would beneficially own directly an aggregate of 150,261
shares of Common Stock, constituting .61% of all of the
outstanding shares of Common Stock. As general partner of
Grace, Whitmore may be deemed to beneficially own the
1,884,484 shares of Common Stock described above.
Effective as of April 10, 2002, Whitmore has resigned from
the Board Of Directors of the Issuer.
(c) On April 10, 2002, Grace sold 1,676,826 shares of
Common Stock and Whitmore sold 758,146 shares of Common
Stock pursuant to the transaction described in Item 4
above.
(d) N/A
(e) N/A
Item 7. Items to be Filed as Exhibits
Exhibit A - Stock Purchase Agreement among Grace, Bradford
T. Whitmore and Purchaser dated as of April 10, 2002.
Exhibit B - Bradford T. Whitmore's resignation from the
Board of Directors of the Issuer, dated April 10, 2002.
SIGNATURE
After reasonable inquiry and to the best of its knowledge
and belief, the undersigned certifies that the information
set forth in this Statement with respect to it is true,
complete and correct.
Dated: April 10, 2002
Grace Brothers, Ltd.
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: General Partner
By: /s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
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Page 6 of 13 Pages
Exhibit A
Stock Purchase Agreement
This Stock Purchase Agreement (the "Agreement") is entered
into as of the 10th day of April, 2002, by and among
Bradford T. Whitmore, a natural person ("Whitmore"), Grace
Brothers, Ltd., and Illinois limited partnership ("Grace")
and together with Whitmore, collectively, the ("Sellers"),
and Levitt Companies LLC, a Florida limited liability
company (the "Buyer").
Preliminary Statements
Whereas, Sellers desire to sell to Buyer, and Buyer desires
to purchase from Sellers, 2,434,972 shares (the "Shares")
of the common stock, par value $.01 per share (the
"Common Stock"), of Bluegreen Corporation, a Massachusetts
corporation (the "Company"), owned in the aggregate by
Sellers, upon the terms and subject to the conditions set
forth in this Agreement.
Now, therefore, in consideration of the premises and the
terms, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
Article I
Purchase and Sale of Shares; Purchase Price; Closing
1.1 Purchase and Sale of Shares. Upon the terms and
subject to the conditions set forth herein, at the Closing
(as defined in Section 1.2), each Seller shall sell,
assign, transfer and deliver to Buyer, and Buyer shall
purchase from each Seller, the respective number of Shares
set forth opposite such Seller's name on Exhibit A attached
hereto, free and clear of all liens, claims, charges,
pledges, security interests or other encumbrance of any
nature whatsoever (collectively, "Liens"), for a purchase
price of five dollars ($5) per Share (the "Purchase
Price").
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Page 7 of 13 Pages
1.2 Closing. Subject to the satisfaction of the condition
set forth in Article V, the consummation of the
transactions contemplated by this Agreement (the "Closing")
shall take place immediately after the satisfaction or
waiver of the condition set forth in Article V, at such
place as the parties may mutually agree upon. The date on
which the Closing takes place shall be hereinafter referred
to as the "Closing Date." At the Closing, Sellers shall
effect the sale of the Shares, as herein provided, by
delivery to Buyer of stock certificates representing the
Shares duly endorsed in blank for transfer, with all
required stock transfer tax stamps, if any, affixed
thereto, and Buyer shall effect the purchase of the Shares,
as herein provided, by delivering or causing the delivery
to Sellers of the aggregate Purchase Price with respect to
the Shares acquired from such Seller. At the Closing,
Sellers shall, together with the delivery of the
certificates representing the Shares, also deliver to the
Company (via facsimile) and to the Buyer a copy of the
executed resignation letter contemplated by Section 4.4
hereof. All of the representations, warranties, covenants
and agreements contained in this Agreement shall survive
the Closing Date.
Article II
Representations an Warranties of Buyer
In order to induce Sellers to enter into this Agreement and
to consummate the transactions contemplated hereby,
Buyer makes the representations and warranties set forth
below to Sellers.
2.1 Organization. Buyer is a limited liability company
duly organized and validly existing under the laws of the
State of Florida and whose status is active. Buyer has all
requisite right, power and authority to execute, deliver
and perform this Agreement and to consummate the
transactions contemplated hereby.
2.2 Authorization; Enforceability. The execution, delivery
and performance of this Agreement by Buyer and the
consummation by Buyer of the transactions contemplated
hereby have been duly authorized by all requisite company
action and upon execution by the parties hereto this
Agreement will constitute the legal, valid and binding
obligation of Buyer, enforceable in accordance with its
terms, except to the extent that its enforcement is limited
by bankruptcy, insolvency, reorganization or other laws
relating to or affecting the enforcement of creditors'
rights generally and by general principles of equity.
2.3 No Violation or Conflict. The execution, delivery and
performance of this Agreement by Buyer and the consummation
by Buyer of the transactions contemplated hereby (a) do not
and will not violate or conflict with any provision of law
or regulation, or any writ, order, judgment or decree of
any court or governmental or regulatory authority, or any
provision of Buyer's Articles of Organization and Operating
Agreement and (b) do not and will not, with or without the
passage of time or the giving of notice or both, result in
the breach of, or constitute a default, cause the
acceleration of performance, or require any consent under,
or result in the creation of any Lien upon any property or
assets of Buyer pursuant to any material instrument or
agreement to which Buyer is a party or by which Buyer or
its properties may be bound or affected.
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Page 8 of 13 Pages
2.4 Brokers. Buyer has not incurred and will not incur any
broker's, finder's, investment banking or similar fees,
commissions or expenses that would be payable by Sellers,
in connection with the transactions contemplated by this
Agreement.
Article III
Representations and Warranties of Sellers
In order to induce Buyer to enter into this Agreement and
to consummate the transactions contemplated hereby,
Sellers, jointly and severally, make the representations
and warranties set forth below to Buyer.
3.1 Organization; Capacity. Grace is a limited
partnership duly organized, validly existing and in good
standing under the laws of the State of Illinois. Grace
has all requisite right, power and authority to execute,
deliver and perform this Agreement and to consummate the
transactions contemplated hereby. Whitmore is the general
partner of Grace and has all requisite right, power and
authority to execute and deliver this Agreement on behalf
of Grace. Whitmore has the capacity to execute, deliver
and perform this Agreement.
3.2 Authorization; Enforceability. The execution,
delivery and performance of this Agreement by Grace and the
consummation by Grace of the transactions contemplated
hereby have been duly authorized by all requisite
partnership action. This Agreement has been duly executed
and delivered by each Seller and, upon due execution by
Buyer, will constitute the legal, valid and binding
obligations of each Seller, enforceable in accordance with
its terms, except to the extent that its enforcement is
limited by bankruptcy, insolvency, reorganization or other
laws relating to or affecting the enforcement of creditors'
rights generally and by general principles of equity.
3.3 No Violation or Conflict. The execution, delivery and
performance of this Agreement by each Seller and the
consummation by each Seller of the transactions
contemplated hereby (a) do not and will not violate or
conflict with any provision of law or regulation, or any
writ, order, judgment or decree of any court or
governmental or regulatory authority, or any provision of
Grace's partnership agreement or other governing or organic
documents and (b) do not and will not, with or without the
passage of time or the giving of notice or both, require
any consent or notice to any third party (other than notice
filings required by applicable securities laws), or result
in the creation of any Lien upon the Shares.
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Page 9 of 13 Pages
3.4 Title to Shares. Each Seller is the record and
beneficial owner of the respective number of Shares set
forth opposite such Seller's name on Exhibit A attached
hereto and such Shares are owned by each Seller free and
clear of any Liens, including, without limitation, claims
or rights under any voting trust agreements, shareholder or
partnership agreements or other contracts, agreements,
arrangements or understandings. At the Closing, Sellers
will transfer and convey, and Buyer will acquire, good and
valid title to the Shares, free and clear of all Liens.
The certificates representing the Shares do not contain any
restrictive legends.
3.5 Brokers. No financial advisor, broker or finder, is
entitled to any broker's, finder's, investment banking or
similar fees, commissions or expenses in connection with
this Agreement or the transactions contemplated by this
Agreement.
Article IV
Covenants
Sellers and Buyer, as applicable, agree to perform the
covenants set forth below.
4.1 Public Announcements. Sellers will not issue any press
release or make any public statement with respect to this
Agreement or the transactions contemplated hereby without
the prior written consent of Buyer, except as may be
required by applicable law. Buyer recognizes and
acknowledges that Seller is required to disclose the
existence of this Agreement and the transactions
contemplated hereby, and to include a copy of this
Agreement, in public filings to be made with the
Securities and Exchange Commission; provided, however, that
Seller agrees not to make any such disclosure prior to the
Closing unless required by law.
4.2 Acquisition Proposals; No Solicitation. Except for the
transactions contemplated by this Agreement, unless and
until this Agreement shall have been terminated in
accordance with its terms, Sellers shall not, directly or
indirectly, solicit, encourage, initiate, entertain or
participate in any negotiations or discussions with respect
to any offer or proposal to sell or acquire all or any
portion of the Shares. If either Seller shall receive any
offer or proposal, written or otherwise, of the type
referred to above, then such Seller shall promptly inform
Buyer of such offer or proposal and furnish Buyer with a
copy thereof if such offer or proposal is in writing.
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Page 10 of 13 Pages
4.3 Best Efforts. The parties shall deliver any and all
other instruments or documents required to be delivered
pursuant to, or necessary or proper in order to give
effect to, the provisions of this Agreement, including,
without limitation, all necessary stock powers and such
other instruments of transfer as may be necessary or
desirable to transfer ownership of the Shares and to
consummate the transactions contemplated by this Agreement.
4.4 Director Resignation. At the Closing, Whitmore shall
submit to the Company, with a copy delivered to Buyer, his
written and executed resignation as a member of the board
of directors of the Company, including any committees of
the board of directors.
Article V
Condition Precedent
5.1 Condition Precedent to the Obligations of Buyer. The
obligations of Buyer to consummate the transactions
contemplated by this Agreement are subject to satisfaction
of the condition that Buyer shall have acquired at least
5,500,000 shares of the Company's Common Stock from other
shareholders of the company.
Article VI
Termination
6.1 Termination. This Agreement may be terminated:
(a) By the mutual consent of Buyer and Sellers;
(b) By Buyer or Sellers, at any time after five (5) days
after the date hereof, if the Closing shall not have
occurred on or before that date;
(c) By Buyer, upon written notice provided to Sellers, if
there has been any material misrepresentation in this
Agreement by either Seller or a material breach or
violation by either Seller of any of its or their
representations, warranties, covenants or agreements set
forth herein; provided that if such misrepresentation,
breach or violation is curable, it is not cured within ten
(10) business days after notice thereof; or
(d) By Sellers, upon written notice provided to Buyer, if
there has been any material misrepresentation in this
Agreement by Buyer or a material breach or violation by
Buyer of any of its representations, warranties, covenants
or agreements set forth herein; provided that if such
misrepresentation, breach or violation is curable, it is
not cured within ten (10) business days after notice
thereof.
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Page 11 of 13 Pages
If this Agreement is terminated pursuant to this Section
6.1, then written notice thereof shall promptly be given by
the party electing such termination to the other party and
subject to the expiration of the cure periods provided in
clauses (c) and (d) above, if any, then this Agreement
shall terminate without further action by the parties and
no party shall have any liability or further obligation
under this Agreement, provided that if this Agreement is
terminated because of failure of any party to fulfill its
obligations hereunder or as a result of a
misrepresentation, breach or violation of the
representations, warranties, covenants or agreements of
such party, then the non-defaulting party shall have
available to it all legal and equitable rights and
remedies.
Article VII
Miscellaneous
7.1 Notices. Any notice, request, demand or other
communication required or permitted under this agreement
shall be in writing and shall be delivered personally or
sent by certified U.S. mail, return receipt requested,
postage prepaid, by facsimile or by prepaid overnight
courier, in each case, to the parties at the names and
addresses set forth below (or at such other addresses as
shall be specified by the parties by like notice).
If to Sellers, then to:
Bradford T. Whitmore
Grace Brothers, Ltd.
1560 Sherman Avenue
Suite 900
Evanston, Illinois 60201
Facsimile: (847) 733-0339
with a copy to:
Sachnoff & Weaver, Ltd.
30 S. Wacker Drive, 29th Floor
Chicago, IL 60606-7484
Attn: Evelyn C. Arkebauer
Facsimile: (312) 207-6400
If to Buyer, then to:
Levitt Companies LLC
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
Attn: John E. Abdo, President
Facsimile: (954) 768-0520
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Page 12 of 13 Pages
with copies to:
BankAtlantic Bancorp, Inc.
1750 East Sunrise Boulevard
Fort Lauderdale, Florida 33304
Attn: Alan B. Levan
Facsimile: (954) 768-0520
and
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, suite 2200
Miami, Florida 33130
Attn: Alison W. Miller, Esq.
Facsimile: (305) 789-3395
Such notices, demands, claims and other communications
shall be deemed given when actually received, or (a) in
the case of delivery by overnight service with guaranteed
next day delivery, the next day or the day designated for
delivery, (b) in the case of certified U.S. mail, five (5)
days after deposit in the U.S. mail, or (c) in the case of
facsimile, the date upon which the transmitting party
received confirmation of receipt by facsimile, telephone or
otherwise.
7.2 Assignment. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their
respective heirs, executors, legal representatives,
successors and permitted assigns. No party hereto may
assign this Agreement or any rights hereunder, in whole or
in part, except that Buyer may assign this Agreement to any
of its affiliates; provided, however, that assignor shall
remain obligated for its covenants and agreements
hereunder.
7.3 Waiver and Amendment. Any representation, warranty,
covenant, agreement, term or condition of this Agreement
which may legally be waived, may be waived, or the time of
performance thereof extended, at any time by the party
hereto entitled to the benefit thereof, and any term,
condition, covenant or agreement may be amended by the
parties hereto at any time. Any such waiver, extension
or amendment shall be in writing.
7.4 Injunctive Relief. It is possible that remedies at
law may be inadequate and, therefore, the parties hereto
shall be entitled to equitable relief, including, without
limitation, injunctive relief, specific performance or
other equitable remedies in addition to all other remedies
provided hereunder or available to the parties hereto at
law or in equity.
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Page 13 of 13 Pages
7.5 Governing Law. This Agreement has been entered into
and shall be construed and enforced in accordance with the
laws of the State of Florida without reference to the
choice of law principles thereof.
In Witness Whereof, each of the parties hereto has duly
executed and delivered this Agreement as of the day and
year first above written.
Buyer:
Levitt Companies LLC
By:/s/ John E. Abdo
Name: John E. Abdo
Title: President
Sellers:
By:/s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Grace Brothers, Ltd.
By:/s/ Bradford T. Whitmore
Name: Bradford T. Whitmore
Its: General Partner
Exhibit "A"
Seller Shares of Common Stock
Grace Brothers, Ltd. 1,676,826
Bradford T. Whitmore 758,146
Exhibit B
Resignation
I, Bradford T. Whitmore, hereby resign from the Board of
Directors of Bluegreen Corporation, including any
committees thereof, effective immediately.
Dated: April 10, 2002
By:/s/ Bradford T. Whitmore
Name: Bradford T. Whitmore