-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QldWBWRLICk4gGD1q2dZwv+qNWxBkbiKAU5PyB2XBX5cLKnJ6Sxm4VuSb8inA0QK 8MuJ1AJ+PjmAZ6MeSj+1tg== 0000895345-97-000461.txt : 19971219 0000895345-97-000461.hdr.sgml : 19971219 ACCESSION NUMBER: 0000895345-97-000461 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971218 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLUE RIDGE REAL ESTATE CO CENTRAL INDEX KEY: 0000012779 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 240854342 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-18768 FILM NUMBER: 97740682 BUSINESS ADDRESS: STREET 1: PO BOX 707 CITY: BLAKESLEE STATE: PA ZIP: 18610 BUSINESS PHONE: 7174438433 MAIL ADDRESS: STREET 1: PO BOX 707 CITY: BLAKESLEE STATE: PA ZIP: 18610 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MODEL LEO TRUST UNDER LAST WILL & TESTAMENT CENTRAL INDEX KEY: 0001051336 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 136804075 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ALLEN MODEL MODEL ENTITIES STREET 2: 310 SOUTH JUPITER STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 BUSINESS PHONE: 2155463060 MAIL ADDRESS: STREET 1: C/O ALLEN MODEL MODEL ENTITIES STREET 2: 310 SOUTH JUPITER STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* Blue Ridge Real Estate Company and Big Boulder Corporation - ------------------------------------------------------------------------------- (Name of Issuer) Capital Stock, without par value, stated value $.30 per combined share of Blue Ridge Real Estate Company and Big Boulder Corporation - ------------------------------------------------------------------------------- (Title of Class of Securities) 096005103 ----------------------------------------- (CUSIP Number) Inna Vysman, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, NY 10004 (212) 859-8768 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 23, 1997 and November 25, 1997 ---------------------------------------------------------------------- (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(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D CUSIP No. 096005103 Page 2 of 17 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Trust Under Paragraph I, Article Sixth U/LW/T Leo Model 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [x] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York, U.S.A. NUMBER OF 7 SOLE VOTING POWER SHARES 232,693 BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 232,693 PERSON WITH 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 232,693 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% 14 TYPE OF REPORTING PERSON* 00 SCHEDULE 13D CUSIP No. 09600513 Page 3 of 17 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER None SHARES BENEFICIALLY 8 SHARED VOTING POWER None OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER None PERSON WITH 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12 CHECK BOX 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 SCHEDULE 13D CUSIP No. 096005103 Page 4 of 17 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Allen Model 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX 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 7 SOLE VOTING POWER 31,928 SHARES BENEFICIALLY 8 SHARED VOTING POWER 255,623 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 31,928 PERSON WITH 10 SHARED DISPOSITIVE POWER 255,623 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 287,551 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 096005103 Page 5 of 17 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Peter Model 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [X] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER 11,658 SHARES BENEFICIALLY 8 SHARED VOTING POWER 254,356 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER 11,658 PERSON WITH 10 SHARED DISPOSITIVE POWER 254,356 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,014 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% 14 TYPE OF REPORTING PERSON* CO IN This Amendment No. 4 amends and restates the entire text of the Schedule 13D (the "Statement") filed by the Estate of Leo Model (the "Estate"), Jane and Leo Model Foundation, Inc., a New York corporation (the "Jane and Leo Foundation"), and Allen Model and Peter Model (the "Models") with the Securities and Exchange Commission (the "Commission") on May 3, 1982, as it was amended by Amendment No. 1, filed with the Commission on May 24, 1983 by the Estate, the Jane and Leo Foundation and the Models ("Amendment No. 1"), Amendment No. 2, filed with the Commission on July 9, 1985 ("Amendment No. 2") by the Estate, the Jane and Leo Foundation, the Models and the Trust under Paragraph I, Article Sixth under the Last Will and Testament of Leo Model (the "Lead Trust"), and Amendment No. 3, filed with the Commission on May 23, 1991 by the Lead Trust, Leo Model Foundation, Inc., a New York corporation which was the successor by merger to the Jane and Leo Foundation (the "Leo Foundation"), and the Models ("Amendment No. 3"). Item 1. Security and Subject Company ---------------------------- This statement relates to the shares of Capital Stock, without par value, stated value $.30 per combined Share (the "Shares"), of Blue Ridge Real Estate Company and Big Boulder Corporation (together, the "Issuer"), each corporation organized under the laws of the state of Pennsylvania and each having its principal office at Route 940 Mosewood Road, Blakeslee, Pennsylvania 18610. 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. Item 2. Identity and Background ----------------------- (a) This Amendment No. 4 is being filed on behalf of the Lead Trust, the Leo Foundation and the Models (collectively, the "Reporting Persons"). Allen Model and Peter Model are the trustees of the Lead Trust which has as its beneficiaries certain charities. The issue of Allen Model and Peter Model have a remainder interest in the Lead Trust. Allen Model and Peter Model are directors, and Allen Model is President and Peter Model is a Vice-President, of the Leo Foundation. (b) The addresses of the Reporting Persons are: Business: Peter and Allen Model, Trustees Trust under Para. I, Art. Sixth U/L/W/T Leo Model c/o Mr. Allen Model Model Entities 310 South Juniper Street Philadelphia, Pennsylvania 19107 Business: Leo Model Foundation, Inc. c/o Mr. Allen Model Model Entities 310 South Juniper Street Philadelphia, Pennsylvania 19107 Residence: Allen Model 663 Bethlehem Pike Flourtown, Pennsylvania 19031 Residence: Peter Model 500 East 63rd Street New York, New York 10021 (c) The principal occupations of Allen Model and Peter Model are as follows: Allen Model is a principal of Model Entities, 310 South Juniper Street, Philadelphia, Pennsylvania and Peter Model is a professor at Rockefeller University, 1230 York Avenue, New York, New York. Schedule E, attached hereto, contains certain information with respect to the directors and executive officers (other than Allen Model and Peter Model) of the Leo Foundation, including their residence addresses, their principal occupations or employment, and the names, principal businesses and addresses of any corporation or other organization in which such employment is conducted. (d) Neither the Leo Foundation, Allen Model, Peter Model nor, to the knowledge of any of the Reporting Persons, any of the persons named in Exhibit E, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither the Leo Foundation, Allen Model, Peter Model nor, to the knowledge of any of the Reporting Persons, any of the persons named in Exhibit E, was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Allen Model, Peter Model and, to the knowledge of the Reporting Persons, the persons named in Exhibit E are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- The Shares were acquired by the Estate upon the death of Leo Model on February 21, 1982. Item 4. Purpose of Transaction ---------------------- This Statement was originally filed because, as a result of the death of Leo Model on February 21, 1982, the Estate (of which Hans J. Frank, Allen Model and Peter Model were the executors ) acquired 302,063 Shares or approximately 13.7% of the total number of Shares outstanding at that time. The Reporting Persons and, to the knowledge of the Reporting Persons, the persons named in Exhibit E are presently holding their Shares for investment and do not have any plans or proposals which relate to or would result in any of the matters referred to in paragraphs (a) - (j) of Item 4 of Schedule 13D. The Reporting Persons and, to the knowledge of the Reporting Persons, the persons named in Exhibit E, intend to review on a continuing basis their respective investments in the Issuer and may, depending on their evaluation of the Issuer's business and prospects and upon future developments, determine to increase or decrease, to dispose of or continue to hold such investments. Item 5. Interest in Securities of the Issuer ------------------------------------ (a) - (b) (i) As of April 21, 1982, the Estate beneficially owned 302,063 Shares or approximately 13.7% of the total number of Shares outstanding at that time. These Shares did not include Shares owned by the Jane and Leo Foundation and Allen Model or Peter Model, individually, or as trustees, as to which the Estate disclaimed beneficial ownership. As was previously reported in Amendment No. 2 to the Statement, on June 3, 1985, the Estate distributed 302,063 Shares, constituting all of the Shares held by it, to the Lead Trust. Subsequent to the filing of Amendment No. 2, the Estate ceased to be a Reporting Person. (ii) As a result of the aforesaid distribution, the Lead Trust beneficially owned 302,063 Shares or approximately 13.7% of the 2,198,148 Shares reported to be outstanding on February 28, 1985 and June 29, 1990. As a result of the sales described under Item 5(c), as of the date of this Amendment No. 4, the Lead Trust beneficially owns 232,693 Shares or approximately 11.7% of the 1,992,014 Shares reported to be outstanding on September 30, 1997 (the "Outstanding Shares"). Those Shares did not include Shares owned by Allen Model or Peter Model, individually or as trustees other than under the Lead Trust, the Leo Foundation or the Jane and Leo Foundation, as applicable, as to which the Lead Trust disclaims beneficial ownership. (iii) As of April 21, 1982 and July 8, 1985, the Jane and Leo Foundation beneficially owned 14,467 Shares or approximately 0.7% of the total number of Shares outstanding on April 21, 1982 and February 28, 1985, respectively, as to which Allen Model and Peter Model, as directors and officers, shared voting and dispositive power. Those Shares did not include Shares owned by the Lead Trust and Allen Model or Peter Model, individually or as trustees, as to which the Jane and Leo Foundation disclaimed beneficial ownership. As was previously reported in Amendment No. 3 to the Statement, on July 12, 1985, the Jane and Leo Foundation was merged into the Leo Foundation, and the surviving corporation, the Leo Foundation, succeeded to the ownership of 14,467 Shares, constituting all of the Shares which previously had been held by the Jane and Leo Foundation. Subsequent to the filing of Amendment No. 3, the Jane and Leo Foundation ceased to be a Reporting Person. As a result, as of July 12, 1985, the Leo Foundation beneficially owned 14,467 Shares or approximately 0.7% of the 2,198,148 Shares reported to be outstanding on February 28, 1985, as to which Allen Model and Peter Model, as directors and officers, shared voting and dispositive power. These Shares did not include Shares owned by the Lead Trust and Allen Model or Peter Model, individually or as trustees, as to which the Leo Foundation disclaimed beneficial ownership. On June 17, 1996, the Leo Foundation disposed of 2,000 Shares on the over-the-counter market. On October 23, 1997 and November 25, 1997, the Leo Foundation disposed of the remainder of the Shares owned by it (see Item 5(c) of this Amendment No. 4). Consequently, the Leo Foundation beneficially owns no Shares. Subsequent to the filing of this Amendment No. 4, the Leo Foundation will cease to be a Reporting Person. (iv) As of April 21, 1982, Allen Model directly and beneficially owned 41,825 Shares or approximately 1.9% of the total number of Shares outstanding, as to which he exercised sole voting and dispositive power. Those Shares did not include the following Shares as to which Allen Model disclaimed beneficial ownership: 28,121 Shares held in trust for the benefit of Allen Model and his children and as to which Allen Model and Francis D. Adams, as trustees, shared voting and dispositive power; 302,063 Shares owned by the Estate; 14,467 Shares owned by the Jane and Leo Foundation; and 66,518 Shares held in an inter-vivos trust (the "Inter-vivos Trust") created under an Indenture dated March 21, 1977 as to which Allen Model and Peter Model, as trustees, shared voting and dispositive power. As was previously reported in Amendment No. 1, on March 17, 1983 and March 31, 1983, the Inter-vivos Trust distributed 56,518 and 10,000 Shares respectively to two charitable institutions. Those 66,518 Shares constituted all of the Shares previously held by the Inter-vivos Trust. Accordingly, as of such dates, Allen Model, who was a co-trustee of the Inter-vivos Trust, may no longer be deemed to beneficially own these Shares. As of July 8, 1985, Allen Model directly and beneficially owned 41,825 Shares or approximately 1.9% of the Shares reported to be outstanding on February 28, 1985, as to which he exercised sole voting and dispositive power. Allen Model may have also been deemed for purposes of Section 13(d) to beneficially own the following Shares: 28,121 Shares held in trust for the benefit of Allen Model and his children and as to which Allen Model and Francis D. Adams, as trustees, shared voting and dispositive power; 302,063 Shares owned by the Lead Trust; and 14,467 Shares owned by the Jane and Leo Foundation. As of May 22, 1991, Allen Model directly and beneficially owned 41,825 Shares as to which he exercised sole voting and dispositive power. Allen Model may have been deemed for purposes of Section 13(d) to beneficially own the following Shares in addition to those Shares which he may have been deemed for purposes of Section 13(d) to beneficially own as of July 8, 1985: 1,267 Shares held by his wife, Pamela Model, which she received on September 29, 1988 from the estate of her father, William J. Grace, as to which Allen Model and Pamela Model shared voting and dispositive power. In the aggregate, as of May 22, 1991, Allen Model beneficially owned 387,743 Shares or approximately 17.6% of the Shares reported to be outstanding on June 29, 1990. As a result of the sales described under Item 5(c), as of the date of this Amendment No. 4, Allen Model directly and beneficially owns 31,928 Shares as to which he exercises sole voting and dispositive power. Allen Model may also be deemed for purposes of Section 13(d) to beneficially own the following Shares: 1,267 Shares held by his wife, Pamela Model, which she received on September 29, 1988 from the estate of her father, William J. Grace, as to which Allen Model and Pamela Model share voting and dispositive power; 21,663 Shares, remaining after the sales described under Item 5(c), held in trust for the benefit of Allen Model and his children and as to which Allen Model and Francis D. Adams, as trustees, share voting and dispositive power; and 232,693 Shares owned by the Lead Trust, remaining after the sales described under Item 5(c). In the aggregate, Allen Model beneficially owns 287,551 Shares or approximately 14.4% of the Outstanding Shares. (v) As of April 21, 1982, Peter Model directly and beneficially owned 23,733 Shares or approximately 1.1% of the total number of Shares outstanding, as to which he exercised sole voting and dispositive power. Those Shares did not include the following Shares as to which Peter Model disclaimed beneficial ownership: 28,121 Shares held in trust for the benefit of Peter Model and his children and as to which Peter Model and Peter Goldman, as trustees, shared voting and dispositive power; 302,063 Shares owned by the Estate; 14,467 Shares owned by the Jane and Leo Foundation; and 66,518 Shares held in the Inter-vivos Trust, as to which Peter Model and Allen Model, as trustees, shared voting and dispositive power. As was previously reported in Amendment No. 1, on March 17, 1983 and March 31, 1983, the Inter-vivos Trust distributed 56,518 and 10,000 Shares respectively to two charitable institutions. Those 66,518 Shares constituted all of the Shares previously held by the Inter-vivos Trust. Accordingly, as of such dates, Peter Model, who was a co-trustee of the Inter-vivos Trust, may no longer be deemed to beneficially own these Shares. As of July 8, 1985, Peter Model directly and beneficially owned 23,733 Shares or approximately 1.1% of the Shares outstanding on February 28, 1985, as to which he exercised sole voting and dispositive power. Peter Model may have also been deemed for purposes of Section 13(d) to beneficially own the following Shares: 28,121 Shares held in trust for the benefit of Peter Model and his children and as to which Peter Model and Peter Goldman, as trustees, shared voting and dispositive power; 302,063 Shares owned by the Lead Trust; and 14,467 Shares owned by the Jane and Leo Foundation. As of May 22, 1991, Peter Model directly and beneficially owned 23,733 Shares as to which he exercised sole voting and dispositive power. Peter Model may have also been deemed for purposes of Section 13(d) to beneficially own the following Shares: 28,121 Shares held in trust for the benefit of Peter Model and his children and as to which Peter Model and Peter Goldman, as trustees, shared voting and dispositive power; 302,063 Shares owned by the Lead Trust; and 14,467 Shares owned by the Leo Foundation. In the aggregate, Peter Model beneficially owned 368,384 Shares or approximately 16.6% of the Shares reported to be outstanding on June 29, 1990. As a result of the sales described under Item 5(c) and of the transfer of 8,600 Shares to his step-daughter, Sascha Russel, as to which Shares he disclaims beneficial ownership, as of the date of this Amendment No. 4, Peter Model directly and beneficially owns 11,658 Shares as to which he exercises sole voting and dispositive power. Peter Model may also be deemed for purposes of Section 13(d) to beneficially own the following Shares: 21,663 Shares, remaining after the sales described under Item 5(c), held in trust for the benefit of Peter Model and his children and as to which Peter Model and Peter Goldman, as trustees, share voting and dispositive power; and 232,693 Shares owned by the Lead Trust, remaining after the sales described under Item 5(c). In the aggregate, Peter Model beneficially owns 266,014 Shares or approximately 13.4% of the Outstanding Shares. Accordingly, as of April 21, 1982, the Estate, the Jane and Leo Foundation and Allen Model and Peter Model, individually and as trustees, may have, in the aggregate, been deemed to beneficially own 504,848 Shares or approximately 23.0% of the total number of Shares outstanding. Such Shares did not include: 955 Shares owned by Anne Marie Model, the stepmother of Allen Model and Peter Model; 1,040 Shares owned by Josephine Model, widow of Leo Model's brother, Theodor Model; and 3,440 Shares owned by Michael Model, son of Theodor Model. As of May 23, 1983, the aggregate number of Shares which the Estate, the Jane and Leo Foundation and Allen and Peter Model, individually and as trustees, may have been deemed to beneficially own was 438,330, or 19.9% of the total number of Shares outstanding. As of July 8, 1985, the Lead Trust, the Jane and Leo Foundation and Allen Model and Peter Model, individually and as trustees, may have been deemed to beneficially own, in the aggregate, 438,330 Shares or approximately 19.9% of the Shares reported to be outstanding on February 28, 1985. Such Shares did not include 955 Shares owned by Anne Marie Model, the stepmother of Allen Model and Peter Model, 1,040 shares owned by Josephine Model, widow of Leo Model's brother, Theodor Model, and 3,440 Shares owned by Michael Model, son of Theodor Model, as to which the reporting persons disclaimed beneficial ownership. As of May 22, 1991, the Reporting Persons may have been deemed to beneficially own, in the aggregate, 439,597 Shares or approximately 20% of the Shares reported to be outstanding on June 29, 1990. Such Shares did not include 1,040 Shares owned by Josephine Model, widow of Leo Model's brother, Theodor Model, and 3,440 Shares owned by Michael Model, son of Theodor Model, as to which the Reporting Persons disclaimed beneficial ownership. As of the date of this Amendment No. 4, the Reporting Persons may be deemed to beneficially own, in the aggregate, 320,872 Shares or approximately 16.1% of the Outstanding Shares. Such Shares do not include 1,040 Shares owned by Josephine Model, widow of Leo Model's brother, Theodor Model, 3,440 Shares owned by Michael Model, son of Theodor Model, and 6,625 Shares owned by Sascha Russel, stepdaughter of Peter Model, remaining after private sales of 198 and 1,777 Shares on October 23, 1997 and November 25, 1997, respectively, to Kimco Realty Services, Inc. ("Kimco"), as to which the Reporting Persons disclaim beneficial ownership. (vi) As of May 22, 1991, the directors and executive officers (excluding Allen Model and Peter Model) of the Leo Foundation named in Exhibit E had the following interest in the Shares: Pamela Model may have been deemed for purposes of Section 13(d) to beneficially own 14,467 Shares owned by the Leo Foundation, as to which she, as a director and officer, shared voting and dispositive power. Pamela Model also owned 1,267 Shares which she received from the estate of her father, William J. Grance, as to which voting and dispositive power was shared with her husband, Allen Model. In the aggregate, 15,734 Shares were beneficially owned by Pamela Model or approximately 0.7% of the Shares outstanding on June 29, 1990. As of May 22, 1991, John Nevins may have been deemed for purposes of Section 13(d) to beneficially own 14,467 Shares owned by the Leo Foundation, as to which John Nevins, as a director and officer, shared voting and dispositive power. John Nevins also beneficially owned 224 Shares as to which he exercised sole voting and dispositive power. As of May 22, 1991, in the aggregate, 14,691 Shares were beneficially owned by John Nevins or approximately 0.7% of the Shares outstanding on June 29, 1990. As of May 22, 1991, Marjorie Russel may have been deemed for purposes of Section 13(d) to beneficially own 14,467 Shares owned by the Leo Foundation, as to which Marjorie Russell, as a director, shared voting and dispositive power. The Shares beneficially owned by Marjorie Russell constituted approximately 0.7% of the Shares outstanding on June 29, 1990. The Reporting Persons disclaim the existence of any group organized for the purpose of acquiring, holding, voting or disposing of any Shares. (c) During the sixty days preceding the date of this Amendment No. 4, the following transactions in the Shares were effected: (i) The Lead Trust privately sold 6,972 and 62,398 Shares on October 23, 1997 and November 25, 1997, respectively, to Kimco at a per Share price of $10-1/2. (ii) The Leo Foundation privately sold 288 and 12,179 Shares on October 23, 1997 and November 25, 1997, respectively, to Kimco at a per Share price of $10-1/2. (iii) Allen Model privately sold 995 and 8,902 Shares on October 23, 1997 and November 25, 1997, respectively, to Kimco at a per Share price of $10-1/2. In addition, 649 and 5,809 Shares held in trust for the benefit of Allen Model and his children and as to which Allen Model and Francis D. Adams, as trustees, shared voting and dispositive power, were privately sold on October 23, 1997 and November 25, 1997, respectively, to Kimco at a per Share price of $10-1/2. Accordingly, as of such dates, Allen Model, who is a trustee and a beneficiary of this trust, may no longer be deemed to beneficially own these Shares. (iv) Peter Model privately sold 349 and 3,126 Shares on October 23, 1997 and November 25, 1997, respectively, to Kimco at a per Share price of $10-1/2. In addition, 649 and 5,809 Shares held in trust for the benefit of Peter Model and his children and as to which Peter Model and Peter Goldman, as trustees, shared voting and dispositive power, were privately sold on October 23, 1997 and November 25, 1997, respectively, to Kimco at a per Share price of $10-1/2. Accordingly, as of such dates, Peter Model, who is a trustee and a beneficiary of this trust, may no longer be deemed to beneficially own these Shares. Item 6. Contracts, Arrangements, Understandings or Relations with Respect to Securities of the Issuer. ------------------------------------------ Neither any of the Reporting Persons, nor, to the knowledge of any of the Reporting Persons, any of the persons named in Exhibit E, has any contract, arrangement, understanding or relationship with any person with respect to any Shares. Item 7. Material to be Filed as Exhibits. -------------------------------- The following are filed herewith as Exhibits to the Schedule 13D: Exhibit E* - Certain information relating to the directors and executive officers of the Leo Foundation. Exhibit F - Agreement among the Lead Trust, the Leo Foundation, Allen Model and Peter Model with respect to the filing of an Amendment to the Schedule 13D. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 is true, complete and correct. Dated: December 18, 1997. TRUST UNDER PARAGRAPH I, ARTICLE SIXTH U/L/W/T LEO MODEL By: /s/Allen Model ----------------------------------- Allen Model, Trustee By: /s/Peter Model ----------------------------------- Peter Model, Trustee LEO MODEL FOUNDATION, INC. By: /s/ Allen Model ------------------------------------ Allen Model, President and Director By: /s/Peter Model ------------------------------------ Peter Model, Vice-President and Director /s/ Allen Model ----------------------------------------- Allen Model /s/ Peter Model ----------------------------------------- Peter Model EX-99.(I) 2 Exhibit E The names, residence addresses, principal occupations or employment and the names, principal businesses and addresses of any corporation or organization where such employment is conducted for each director and executive officer (other than Allen Model and Peter Model) of the Leo Foundation is set forth below. PRINCIPAL OCCUPATION OR EMPLOYMENT AND ADDRESS OF NAME RESIDENCE ADDRESS EMPLOYER - --- ----------------- ------------------------- Pamela Model 663 Bethlehem Pike Presently not employed Director and Flourtown, Pennsylvania 19031 Vice-President John Nevins 221 N.W. 25th Court Secretary/Treasurer Director and Pompano Beach, Florida 33064 Leo Model Foundation, Inc. Secretary/Treasurer 310 South Juniper Street Philadelphia, PA 19107 Marjorie Russel 500 East 63rd Street Professor Director New York, NY 10021 Rockefeller University 1230 York Avenue New York, NY 10021 EX-99.(II) 3 Exhibit F --------- Reference is made to an Amendment to a statement on Schedule 13D being filed on or about the date hereof with respect to the undersigned's ownership of shares of Capital Stock, without par value, stated value $.30 per combined share, of Blue Ridge Real Estate Company and Big Boulder Corporation. The undersigned hereby acknowledge and agree that such Amendment is being filed on behalf of each of the undersigned. This agreement may be executed in one or more counterparts, each of which shall be an agreement but all of which shall constitute one and the same instrument. Dated: December 18, 1997 TRUST UNDER PARAGRAPH I, ARTICLE SIXTH U/L/W/T LEO MODEL By: /s/Allen Model ----------------------------------- Allen Model, Trustee By: /s/Peter Model ----------------------------------- Peter Model, Trustee LEO MODEL FOUNDATION, INC. By: /s/ Allen Model ------------------------------------ Allen Model, President and Director By: /s/Peter Model ------------------------------------ Peter Model, Vice-President and Director /s/ Allen Model ----------------------------------------- Allen Model /s/ Peter Model ----------------------------------------- Peter Model -----END PRIVACY-ENHANCED MESSAGE-----