8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 16, 2006

Bluegreen Corporation

(Exact Name of Registrant as Specified in Charter)

Massachusetts (State or other Jurisdiction of Incorporation)	0-19292 (Commission File Number)	03-0300793 (IRS Employer Identification Number)
4960 Conference Way North, Suite 100, Boca Raton, Florida		33431
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): (561) 912-8000

Not applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On October 16, 2006, in connection with the litigation pending before the United States District Court for the Southern District of Florida between Bluegreen Corporation (the “Company”), as plaintiff, David A. Siegel, David A. Siegel Revocable Trust, and Central Florida Investments, as defendants (collectively, the “Siegel Shareholders”), and the directors of the Company, as counter-defendants (the “Litigation”), the above parties entered into a stipulation (the “Stipulation”) settling the Litigation and releasing all related claims.

     Under the terms of the Stipulation, the Siegel Shareholders agreed to sell at least 5,383,554 shares of common stock, par value $.01, of the Company (the “Common Stock”) within one year, and to sell their remaining shares of Common Stock within two years. Any other affiliates of the Siegel Shareholders must immediately divest their holdings of Common Stock. The Siegel Shareholders also agreed that they will not sell more than 915,379 shares of Common Stock to any one person or group or affiliates of such person or group, unless such shares are sold in brokers’ transactions consistent with Rule 144(f) under the Securities Act of 1933, as amended. The Siegel Shareholders may not engage in any transactions in derivative securities established on or after July 27, 2006 relating to the Company, Levitt Corporation, or BankAtlantic Bancorp, Inc. or any of their respective affiliates (the “Restricted Entities”), with an exception for a limited number of shares of Common Stock sold pursuant to call options in brokers’ transactions.

     Until such time as the Siegel Shareholders have completed this divestiture, their shares will be voted on any matter submitted to the Company’s shareholders in accordance with the recommendation of the Company’s Board of Directors, and the Siegel Shareholders granted a proxy to Norman Becker and Arnold Sevell, directors of the Company, to so vote their shares.

     If the Board recommends a course of action relating to a merger or sale of all or substantially all assets of the Company and submits such matter to the shareholders, the Siegel Shareholders may require the Company to purchase any shares of Common Stock still owned by them at a price equal to $11.99 per share.

     The Siegel Shareholders agreed that neither they nor any entity that they control will take any action in furtherance of any share acquisition, tender offer, merger, business combination, recapitalization, restructuring, liquidation or other extraordinary transaction involving any of the Restricted Entities. The Siegel Shareholders also agreed not to bring any future actions or arbitration against the Company except to enforce the Stipulation or in connection with acts by the Company which cause damage to the day to day timeshare operations of Central Florida Investments or its subsidiaries.

     The parties exchanged releases and the Litigation will be dismissed with prejudice.

     See also Item 3.03 for a description of the amendment of the Company’s Rights Agreement, as defined below, effective as of October 16, 2006.

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Item 3.03 Material Modification to Rights of Security Holders.

     Reference is hereby made to the Registration Statement on Form 8-A filed by the Company with the Securities and Exchange Commission on August 2, 2006, relating to the Rights Agreement by and between the Company and Mellon Shareholder Services LLC, as Rights Agent (the “Rights Agent”), dated as of July 27, 2006 (the “Rights Agreement”). Such Registration Statement on Form 8-A is hereby incorporated by reference herein.

     Pursuant to the terms of the Stipulation, the Company and the Rights Agent executed an amendment to the Rights Agreement (the “Amendment”). The Rights Agreement previously provided that after any person, including any affiliates of such person, acquires more than 15% of the outstanding Common Stock of the Company due to the exercise by third parties of contractual rights existing as of July 27, 2006, such person may avoid becoming an Acquiring Person, as defined in the Rights Agreement, by reducing their holdings below the 15% threshold as promptly as practicable but in no event later than 60 days. The Amendment provides that in the case of the Siegel Shareholders, this 60-day deadline will be extended to October 16, 2007 with respect to the divestiture of 5,383,554 shares of Common Stock, and to October 16, 2008 with respect to Siegel Shareholders’ remaining shares of Common Stock. However, if the Siegel Shareholders breach any provision of the Stipulation, the Company’s Board of Directors may terminate this extension immediately. The foregoing description is qualified in its entirety by reference to the Rights Agreement and the Amendment, copies of which are attached hereto as Exhibits 4.1 and 99.2, respectively, and are incorporated by reference herein.

Item 8.01 Other Events.

     On October 17, 2006, the Company issued a press release announcing the settlement of the litigation with the Siegel Shareholders and the adoption of the Amendment. A copy of the press release is included herein as Exhibit 99.3, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(C) Exhibits. The following exhibits are filed as part of this report:

4.1	Rights Agreement, dated as of July 27, 2006, between Bluegreen Corporation and Mellon Shareholder Services LLC, as Rights Agent (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 2, 2006).
99.1	Stipulation and Order, as filed in the United States District Court for the Southern District of Florida on October 16, 2006.
99.2	Amendment to Rights Agreement, dated as of October 16, 2006, by and between Bluegreen Corporation and Mellon Shareholder Services LLC, as Rights Agent.
99.3	Press Release, dated October 17, 2006.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 18, 2006

BLUEGREEN CORPORATION
By:	/s/ Anthony M. Puleo
	Name:	Anthony M. Puleo
	Title:	Senior Vice President, Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Rights Agreement, dated as of July 27, 2006, between Bluegreen Corporation and Mellon Shareholder Services LLC, as Rights Agent (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 2, 2006).
99.1	Stipulation and Order, as filed in the United States District Court for the Southern District of Florida on October 17, 2006.
99.2	Amendment to Rights Agreement, dated as of October 16, 2006, by and between Bluegreen Corporation and Mellon Shareholder Services LLC, as Rights Agent.
99.3	Press Release, dated October 17, 2006.

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EX-99.1

EXHIBIT 99.1

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
(West Palm Beach Division)

Case No. 06-80718-CIV-HURLEY/SELTZER

BLUEGREEN CORPORATION,

Plaintiff,

v.
DAVID A. SIEGEL, DAVID A. SIEGEL
REVOCABLE TRUST, and CENTRAL
FLORIDA INVESTMENTS,

Defendants.

/

STIPULATION AND ORDER

     This Stipulation (the “Stipulation”) is made and entered into as of the 16th day of October, 2006, by and between David A. Siegel, David A. Siegel Revocable Trust, Central Florida Investments (together, the “Shareholders”) and Bluegreen Corporation, a Massachusetts corporation (the “Company”), and John E. Abdo, Joseph C. Abeles, Norman H. Becker, Lawrence A. Cirillo, George F. Donovan, Robert F. Dwors, Scott W. Holloway, John Laguardia, Alan B. Levan, Mark A. Nerenhausen, J. Larry Rutherford, and Arnold Sevell, (collectively, the “Director Defendants”);

     WHEREAS, the Shareholders collectively have beneficial ownership of approximately 31.7% of the outstanding Common Stock, par value $.01 per share, of the Company (“Common Stock”) and have entered into put contracts with respect to an additional .4% of the outstanding Common Stock of the Company; and

     WHEREAS, the Company and the Shareholders have asserted certain claims against each other and the Shareholders have also asserted certain claims against the the Director Defendants (collectively, the “Claims”). The Claims pending in the United States District Court for the

Southern District of Florida, relate to alleged violations of the securities laws of the United States and the State of Florida, to the validity of that certain Rights Agreement, dated July 27, 2006, between the Company and Mellon Investor Services LLC (the “Rights Plan”) and to alleged breaches of fiduciary duty; and

     WHEREAS, the Company, the Shareholders and the Director Defendants wish to settle in full all Claims and all other matters and disputes relating to matters, transactions or occurrences that have been or that could have been asserted in this Action.

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. Sales of Common Stock.

(a)

The Shareholders shall (i) within one year after the date hereof, sell and fully divest their beneficial ownership in at least 5,383,554 shares of Common Stock, and (ii) within two years after the date hereof, sell and fully divest their beneficial ownership in all of their remaining holdings of Common Stock. The Shareholders shall immediately cause any other affiliates of any Shareholder to fully sell and divest their respective holdings of Common Stock. In all cases, such sales and divestitures shall be made in full compliance with all applicable laws, rules and regulations.

(b)

The Shareholders shall 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); provided however, if the Shareholders engage in sales on the New York Stock Exchange which would satisfy the “manner of sale” requirements of Rule 144(f) under the Securities Act of 1933, as amended and do not otherwise have any reason to believe that such a sale would result in any one person or group (including any affiliates of such person or group) acquiring beneficial ownership of more than 915,379 shares of Common Stock, the Shareholders shall be in compliance with this Section 1(b). The Shareholders shall not in any event engage in any transaction involving “derivative securities”

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(as such term is defined in Rule 16a-1(c) under the Exchange Act) of any Restricted Entity; provided, however, that (i) this shall not prohibit any Shareholder from closing any derivative security position involving a Restricted Entity in accordance with the terms thereof which was established by such Shareholder prior to July 27, 2006 and has heretofore been publicly disclosed, and (ii) the Shareholders may engage in the sale of up to 915,379 shares of Common Stock pursuant to call option transactions by the Shareholders which comply with the “manner of sale” requirements of Rule 144(f).

2. Voting of Shares.

(a)

Until such time as the Shareholders have divested all of their shares of Common Stock as required by Section 1(a), the Shareholders shall vote all shares of Common Stock beneficially owned by them, and shall cause their respective affiliates to vote all shares of Common Stock owned by such affiliates, as recommended by the board of directors of the Company on all matters of any kind or nature submitted to a vote of the Company’s shareholders. The parties agree and acknowledge that this Stipulation and Order is intended to constitute a voting agreement and further that the grant is coupled with an interest within the meaning of Massachusetts General Laws Chapter 156D, Section 7.31.

(b)

In furtherance of the foregoing, each Shareholder hereby revokes any and all previous proxies granted with respect to such Shareholder’s shares of Common Stock and simultaneously herewith delivers a proxy in the form of Exhibit A granting and appointing Norman Becker and Arnold Sevell, and each of them, or any of their respective nominees, such Shareholder’s proxy and attorney-in-fact with full power of substitution, for and in the name, place and stead of such Shareholder, to vote the such Shareholder’s shares of Common Stock at every annual, special, or adjourned meeting or grant a consent or approval in respect of such shares in favor of any matter presented to the stockholders of the Company for their approval. The Shareholders agree and acknowledge that the proxy granted hereunder was a principal term of this settlement and that they will take

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no action to contest the validity of the proxy or to impede, delay or avoid the proxy. Each Shareholder shall have no claim against such proxy and attorney-in-fact, for any action taken, decision made or instruction given by such proxy and attorney-in-fact. Such proxy is irrevocable and the appointment is coupled with an interest in such Shareholder’s shares of Common Stock. Such proxy and the appointment shall terminate only upon and concurrently with the disposition of the shares of Common Stock subject thereto by the Shareholder in accordance with this Stipulation. No Shareholder shall grant any proxy with respect to such Shareholder’s shares of Common Stock inconsistent with the foregoing.

(c)

In the event any matter recommended for shareholder approval by the Board of Directors and submitted for a vote of Company shareholders relates to a merger or a sale of all or substantially all of the assets of the Company (in either case, whether or not with or to an affiliate of the Company, BFC, Levitt or any Restricted Entity as hereinafter defined), the Shareholders shall have the right to require the Company to purchase any shares of the Company still then owned by the Shareholders at a price equal to the closing market price of the Bluegreen common stock on October 12, 2006 by delivery at least 10 business days prior to the scheduled vote on the contemplated transaction of an irrevocable written notice to the Company at the address and to the parties indicated in Section 9 specifying the number of shares to be sold pursuant to this Section. Closing of the acquisition of the shares shall be subject to consummation of the proposed transaction and shall occur no later than 120 days following the consummation of the transaction.

3. Standstill.

(a) The Shareholders agree that, unless such shall have been specifically invited in writing by the Company, none of the Shareholders nor any entity which any or all of the Shareholders control (as such term is defined under the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder (the “Exchange Act”)) will in any manner, directly or indirectly:

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(i)	seek, offer or propose (whether publicly or otherwise) to effect, or cause or participate in or any way assist any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in, (A) any acquisition of any securities (or beneficial ownership thereof) or assets of the Company, Levitt Corporation, or BankAtlantic Bancorp, Inc. or any of their respective parents, subsidiaries, affiliates or divisions (each, a “Restricted Entity”); (B) any tender or exchange offer, merger or other business combination involving any Restricted Entity; (C) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction with respect to any Restricted Entity; or (D) any “solicitation” of “proxies” (as such terms are used in the Exchange Act and in the proxy rules of the Securities and Exchange Commission) or consents to vote any voting securities of any Restricted Entity; provided however, that nothing herein shall prohibit Shareholders from disposing of their shares Common Stock as required by Section 1 of this Stipulation;
(ii)	form, join or in any way participate in a “group” (as defined under the Exchange Act) with respect to any of the activities set forth in thisclause (a) of Section 3;
(iii)	otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of any Restricted Entity;
(iv)	take any action which might force any Restricted Entity to make a public announcement regarding any of the types of matters set forth in (a) above;
(v)	commence or seek to commence any action at law or equity or any arbitration proceedings against any Restricted Entity and shall not participate in or be a party to any class action to which a Restricted Entity or its Defendants is a party; provided, however, that the Shareholders may commence an action to enforce the provisions of this Stipulation and Central Florida or its subsidiaries may commence an action arising out of

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	wrongful acts by the Company which cause damage to the day to day timeshare operations of Central Florida or its subsidiaries unrelated to the Company’s management, operations or results or the ownership of Bluegreen shares. (Examples where actions may be brought by Central Florida or its subsidiaries include actions against the Company based on the wrongful hiring of personnel by the Company or the unlawful use by the Company of trade secrets.);
(vi)	enter into any discussions or arrangements with any third party with respect to any of the foregoing or induce any third party to engage in any of the foregoing; or
(vii)	request the Company or any of the Director Defendants to modify or otherwise release or excuse it from any of its obligations under this Stipulation or otherwise seek to modify the terms of this Stipulation.

(b) Each of the Restricted Entities is an intended third party beneficiary of the provisions of this Section 3 and shall have an independent right to enforce such provisions against the Shareholders in accordance with their terms.

4. Settlement Payments. Except as provided expressly herein, no party hereto shall have any obligation under this Stipulation to make any monetary payment to any other party hereto.

5. Release of Claims.

(a) The Company, in consideration of the benefits described in this Stipulation, hereby releases and discharges, absolutely and forever, the Shareholders and their respective heirs, beneficiaries, agents and assigns and, with respect to Central Florida Investments Inc, its subsidiaries, affiliates, officers, directors, employees, and agents (the “Shareholder Released Parties”) from any and all actions, causes of action, claims, allegations, rights, obligations, liabilities, or charges that the Company has or may have, whether foreseen or unforeseen, matured or

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	unmatured, known or unknown, and whether or not accrued, and whether or not asserted in any litigation, which the Company ever had, now have or can have, or shall or may hereafter have, in connection with, arising out of, or which are in any way related to the Claims including, without limitation, all claims that have been or could have been alleged by the Company, their successors and assigns, and any other persons claiming through or in the right of the Company in the Action, including but not limited to claims for violation of any federal or state securities laws.
(b)	The Shareholders, in consideration of the benefits described in this Stipulation, each release and discharge, absolutely and forever, the Director Defendants, and their respective heirs, agents, beneficiaries and assigns, and the Company and its subsidiaries, affiliates (including the Restricted Entities), officers, employees, and agents (the “Company Released Parties” and, together with the Shareholder Released Parties, the “Released Parties”) from any and all actions, causes of action, claims, allegations, rights, obligations, liabilities, or charges that he has or may have, whether foreseen or unforeseen, matured or unmatured, known or unknown, and whether or not accrued, and whether or not asserted in any litigation, which the Shareholders ever had, now have or can have, or shall or may hereafter have, in connection with, arising out of, or which are in any way related to the Claims including, without limitation, all claims that have been or could have been alleged by the Shareholders, their successors and assigns, and any other persons claiming through or in the right of the Shareholders in the Action, including but not limited to all claims relating to any actions that any person or organization took or failed to take in connection with the consideration, approval or adoption of the Rights Plan or the filing of the complaint alleging the Company’s Claims.
(c)	The Director Defendants, in consideration of the benefits described in this Stipulation, release and discharge, absolutely and forever, the Shareholder Released Parties from any and all actions, causes of action, claims, allegations, rights, obligations, liabilities, or charges that he has or may have, whether

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foreseen or unforeseen, matured or unmatured, known or unknown, and whether or not accrued, and whether or not asserted in any litigation, which the Director Defendants ever had, now have or can have, or shall or may hereafter have, in connection with, arising out of, or which are in any way related to the Claims including, without limitation, all claims that have been or could have been alleged by the Director Defendants, their successors and assigns, and any other persons claiming through them in the Action, including but not limited to claims for violation of any federal or state securities laws.

(d)

In consideration of the provisions of this Stipulation, each party agrees to waive any and all rights under the laws of any jurisdiction in the United States, or any other country, that limit a release to the claims set forth in paragraphs (a) and (b) of this Section 5, as the same are known or suspected to exist in such party’s favor as of the date of this Stipulation. Each Party represents and warrants that it has not filed any civil action, suit, arbitration or legal proceeding against any Released Party other than the Litigation or a counterclaim thereto, nor has it assigned, pledged, or hypothecated his claim to any person and no other person has an interest in the claims that it is releasing. Nothing herein shall be construed to limit or prohibit in any way any Party’s ability to bring an action to enforce the terms of this Stipulation.

6. Amendment of Rights Plan. The Company and the Director Defendants shall amend, and shall cause its officers, employees and agents to take all actions necessary or advisable to amend, the proviso of Section 1(a) of the Rights Plan to extend the period in which the Shareholders may reduce their holdings to avoid becoming an Acquiring Person so that such period shall terminate simultaneously with the period set forth in Section 1(a) of this Stipulation. Such amendment shall provide that the exemption from becoming an Acquiring Person shall only be available if the Shareholders are not in breach of their obligations under this Stipulation.

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7. No Admission. This Stipulation does not constitute an admission of wrongdoing of any kind by the Company, the Shareholders, the Director Defendants or any of their respective subsidiaries, affiliates, employees, agents, directors or officers.

8. Non-Disparagement. The Shareholders, the Company and the Director Defendants will henceforth refrain from and will cause each of their respective affiliates to henceforth refrain from discussing or making any derogatory or disparaging remarks or statements, oral or written, to any third parties concerning the other or any of its affiliates, employees, officers, directors or agents. Further, each party agrees that it, will not, directly or indirectly, engage in any conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, or remarks), or negative reports or comments which are disparaging or deleterious to the integrity, reputation or goodwill of the other or any of its affiliates, employees, officers, directors or agents.

9. Notices. All notices, requests, demands or other communications under this Stipulation shall be in writing and shall be deemed to have been duly given when delivered in person (including electronic mail) or sent by overnight delivery service to the party to whom such notice is being given as follows:

As to the Company and the	Bluegreen Corporation
Director Defendants:	4960 Conference Way North, Suite 100
	Boca Raton, Florida 33431
	Attn: Chief Executive Officer, and
	Attn: General Counsel
	Facsimile: (561) 912-8100
	Attn: Alan B. Levan, Chairman of the Board
	2100 West Cypress Creek Road
	Fort Lauderdale, Florida 33309
	E-mail: alevan@bankatlantic.com

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With copies to:	Stearns, Weaver, Miller, Weissler, Alhadeff &
	Sitterson, P.A.
	Museum Tower
	150 West Flagler Street
	Miami, Florida 33130
	Attn: Alison W. Miller, Esq.
	Facsimile: (305) 789-3395
	E-mail: amiller@swmwas.com
	Wachtell, Lipton, Rosen & Katz
	51 West 52nd Street
	New York, NY 10019
	Attn: Craig M. Wasserman, Esq.
	Marc Wolinsky, Esq.
	Facsimile: (212) 403-2000
	E-mail: mwolinsky@wlrk.com
As to the Shareholders:	David A. Siegel
	5601 Windhover Drive
	Orlando, Florida 32819
	Facsimile: (407)352-8935
	E-mail: david_siegel@wgresorts.com
With a copies to:	Greenspoon Marder, P.A.
	201 East Pine Street, Suite 500
	Orlando, Florida 32801
	Attn: Michael E. Marder, Esq.
	Fax: (407) 563-9653
	Email: michael.marder@greenspoonmarder.com
	White & Case, LLP
	1155 Avenue of the Americas
	New York, New York 10036-2787
	Attn: William F. Wynne, Jr., Esq.
	Fax: (212) 354 8113
	Email: wwynne@whitecase.com

     Any party may change the address or the name of the person to whose attention the notice or other communication shall be directed from time to time by serving notice thereof upon the other party as provided herein.

10. Successors and Assigns.

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(a)

This Stipulation will inure to the benefit of and be binding upon each of the Company, the Shareholders, the Director Defendants and their respective successors and assigns.

(b)

The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company expressly to assume and agree to perform this Stipulation in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place, unless such assumption will occur automatically pursuant to law (e.g., as a result of a merger of the Company and another corporation or other business organization).

11. Certain Available Relief.

(a) The Shareholders hereby acknowledge and agree that the failure of any Shareholder to perform its agreements and covenants hereunder, including without limitation the Shareholders’ failure to take all actions as are necessary on their part to consummate the transactions contemplated hereby or their failure to comply fully and in all respects with the Standstill provisions set forth in Section 3 of this Stipulation, will cause irreparable injury to the other parties and third party beneficiaries, for which money damages, even if available, will not be an adequate remedy. Accordingly, each Shareholder hereby consents to the issuance of injunctive relief by this Court to compel performance of such Shareholder’s obligations and to the granting by this Court of the remedy of specific performance of such Shareholder’s obligations hereunder, in addition to any other rights or remedies available hereunder or at law or in equity. Each party further agrees that the intended and mutually agreed remedy for a breach of this Stipulation by the Shareholders is specific performance by (and related injunctive relief against) the Shareholders, and the Shareholders further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that money damages would provide an adequate remedy for such breach or to claim that the enforcement of the terms of

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this Stipulation is barred by any equitable or legal doctrine. Notwithstanding the foregoing, nothing in this Stipulation will bar any party from seeking monetary damages in addition to equitable relief; provided, further, that each Shareholder shall be responsible for any breach of this Agreement by any other Shareholder. It is agreed that the Shareholders shall each be jointly and severally liable to the Company and the Director Defendants and their respective successors and assigns for any breach of this Stipulation by any Shareholder. The Company retains the right to seek injunctive relief and specific performance in addition to any right to liquidated damages pursuant to Section 11(b).

(b)

In addition to the foregoing, and without waiving, releasing or otherwise limiting any right to seek injunctive relief, in the event that (i) the Shareholders take any action to impede, delay or avoid (x) the proxy granted hereunder, (y) any vote of the Company’s shareholders or (z) any transaction recommended for Shareholder approval by the Company’s board of directors (including, in each case, litigation brought by the Shareholders which is intended to or has the effect of impeding, delaying or avoiding the foregoing) or (ii) the Shareholders violate any term or provision of this Stipulation, the Shareholders agree that damage to the Company would be significant but impossible to measure and accordingly, the Shareholders and the Company agree that upon a determination by a court having jurisdiction that the Shareholders have acted as described in (i) or (ii) above liquidated damages in the sum of $10 million shall be paid by the Shareholders to the Company.

12. Miscellaneous.

(a)	This Stipulation, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Florida, without reference to principles of conflict of laws.
(b)	The captions of this Stipulation are not part of the provisions hereof and shall have no force or effect.

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(c)	This Stipulation may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(d)	If any provision hereof is unenforceable, such provision shall be fully severable, and this Stipulation shall be construed and enforced as if such unenforceable provision had never comprised a part hereof, the remaining provisions hereof shall remain in full force and effect, and the court construing the Stipulation shall add as a part hereof a provision as similar in terms and effect to such unenforceable provision as may be enforceable, in lieu of the unenforceable provision.
(e)	Nothing in the Stipulation, express or implied, is intended to confer upon any person other than the parties hereto any rights or remedies against any other person under or by reason of this Stipulation; provided, however, that each Restricted Entity shall be deemed to be a third-party beneficiary with respect to Section 3 of this Stipulation, and shall be entitled to enforce the terms of this Stipulation in respect thereto as if it were a party hereto.
(f)	In the event of any litigation with regard to this Agreement, the prevailing party shall be entitled to receive from the non-prevailing party, and the non-prevailing party shall pay upon demand all reasonable fees, expenses and disbursements of counsel for the prevailing party through and including all appeals.
(g)	Neither party is relying upon any representation, understanding, undertaking, or agreements not set forth in this Stipulation, and each party expressly disclaims any reliance on any such representation, understanding, undertaking, or agreements. Each party hereto specifically waives and releases any claim that such party was fraudulently induced to enter into this Stipulation.
(h)	Each party hereto represents and warrants that the execution and delivery of this Stipulation and the terms thereof have been duly and validly authorized and that all actions required to be taken by such party for the execution, delivery and

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	performance of this Stipulation, including the delivery of the proxies granted hereunder, have been duly and effectively taken and no joinder or consent of any other person is required. Each party acknowledges that the other parties have relied upon such representations and warranties in entering into this Stipulation.
(i)	This Stipulation may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

13.	Time is of the Essence. Wherever time is specified for the doing or performance of any act or the payment of any funds, time shall be considered of the essence.
14.	Dismissal, Enforcement of Stipulation and Order. This action shall be and hereby is dismissed with prejudice and without costs; provided, however, that this Court shall retain jurisdiction to enforce the terms of this Stipulation and Order.

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     IN WITNESS WHEREOF, the Company, the Shareholders and the Director Defendants have caused this Stipulation to be executed on the date first written above.

BLUEGREEN CORPORATION
/s/ George F. Donovan
Name:	George F. Donovan
Title:	President and Chief Executive Officer
/s/ David A. Siegel
David A. Siegel
DAVID A. SIEGEL REVOCABLE TRUST
/s/ David A. Siegel
Name:	David A. Siegel
Title:	Trustee
CENTRAL FLORIDA INVESTMENTS
/s/ David A. Siegel
Name:	David A. Siegel
Title:	President
/s/ John E. Abdo
John E. Abdo

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/s/ Norman H. Becker  

Norman H. Becker 

/s/ Lawrence A. Cirillo  

Lawrence A. Cirillo 

/s/ George F. Donovan  

George F. Donovan 

/s/ Robert F. Dwors  

Robert F. Dwors 

/s/ Scott W. Holloway  

Scott W. Holloway 

/s/ John Laguardia  

John Laguardia 

/s/ Alan B. Levan  

Alan B. Levan 

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/s/ Mark A. Nerenhausen  

Mark A. Nerenhausen 

/s/ J. Larry Rutherford  

J. Larry Rutherford 

/s/ Arnold Sevell  

Arnold Sevell 

SO ORDERED:
 

U.S.D.J. 

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EX-99.2

Exhibit 99.2

AMENDMENT TO RIGHTS AGREEMENT

          Amendment (this “Amendment”) dated as of October 16, 2006 to the Rights Agreement (the “Agreement”), dated as of July 27, 2006, between Bluegreen Corporation, a Massachusetts corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

          WHEREAS, the parties hereto entered in the Agreement, pursuant to which the Rights Agent agreed to act as agent with respect to the Rights, whose privileges and obligations were set forth in the Agreement;

          WHEREAS, the parties desire to amend the Agreement, as further set forth herein; and

          WHEREAS, pursuant to Section 27 of the Agreement, the Agreement may be amended by the Company without the approval of any holders of Right Certificates by a writing signed by the Company and the Rights Agent.

          Accordingly, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

          Section 1. Acquiring Persons. Section 1(a) of the Agreement shall be replaced in its entirety with the following text:

“Acquiring Person” shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such term is hereinafter defined) of such Person, shall be the

Beneficial Owner (as such term is hereinafter defined) of 15% or more of the Common Shares (as such term is hereinafter defined) of the Company (as such term is hereinafter defined) then outstanding, but shall not include (1) the Company, (2) any Subsidiary (as such term is hereinafter defined) of the Company, (3) any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan or (4) Levitt Corporation, a Florida corporation, or any Affiliate of Levitt Corporation by virtue of its Affiliation therewith, or any of their respective successors or assigns (“Levitt”). Notwithstanding the foregoing, no Person shall become an “Acquiring Person” as the result of an acquisition of Common Shares by the Company that, by reducing the number of Common Shares of the Company outstanding, increases the proportionate number of Common Shares of the Company beneficially owned by such Person to 15% or more of the Common Shares of the Company then outstanding; provided, however, that, if a Person shall become the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company, then such Person shall be deemed to be an “Acquiring Person.” Notwithstanding the foregoing, if the Board of Directors determines in good faith that a Person who would otherwise be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), (i) has become such inadvertently or (ii) has become such as the result of contractual obligations that are or purport to be legally binding entered into prior to, and not materially amended or modified after, the date of this Agreement and has not acquired 1% or more of the Common Shares of the Company then outstanding by means other than such contractual obligations since the date of this Agreement, and in either of case (i) or (ii), such Person divests as promptly as practicable (but in the case of clause (ii), in no event later than the date 60 calendar days following the date of the acquisition of beneficial ownership that would otherwise cause such Person to be an Acquiring Person (the “Divestiture Deadline”)) a sufficient number of Common Shares so that such Person would no longer be an “Acquiring Person,” as defined pursuant to the foregoing provisions of this paragraph (a), then such Person (as such term is hereinafter defined) shall not be deemed to be an “Acquiring Person” for any purposes of this Agreement. Pursuant to the Stipulation (the “Stipulation”) among David A. Siegel, David A. Siegel Revocable Trust, and Central Florida Investments (the “Siegel Shareholders”), the Company and its directors, and filed with the United States District Court for the Southern District of Florida on October 16, 2006, the Divestiture Deadline shall with respect to the sale of 5,383,554 Common Shares beneficially owned by the Siegel Shareholders be extended to October 16, 2007 and to October 16, 2008 with respect to the balance of any and all Common Shares beneficially owned by the Siegel Shareholders; provided, that if, prior to October 16, 2008, any of the Siegel Shareholders breaches any provision of the Stipulation or fails to perform its obligations thereunder, the Divestiture Deadline shall be the date that the Board of Directors of the Company determines that such

2

breach or failure to perform has occurred. For the avoidance of doubt, if any Person may avoid being an Acquiring Person by divesting Common Shares as described above, then such Person shall not be considered to become an Acquiring Person until (I) in the case of clause (i) above, the date that the Board of Directors determines in good faith that such divestiture has not occurred as promptly as practicable or (II) in the case of clause (ii) above, the expiration of the Divestiture Deadline.

          Section 2. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the Commonwealth of Massachusetts and for all purposes shall be governed by and construed in accordance with the laws of such Commonwealth applicable to contracts to be made and performed entirely within such Commonwealth, provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

          Section 3. Effect of Amendment. Except as expressly amended hereby, the Agreement shall remain unchanged, and the Agreement as amended hereby shall be in full force and effect.

          Section 4. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

          Section 5. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written.

Attest:	BLUEGREEN CORPORATION
By: /s/ Ray Lopez	By: /s/ Anthony M. Puleo
Name: Ray Lopez	Name: Anthony M. Puleo
Title: Vice President and Chief Accounting Officer	Title: Senior Vice President, Chief Financial Officer and Treasurer
Attest:	MELLON INVESTOR SERVICES LLC
By: /s/ Steve McDonough	By: /s/ Judy Hsu
Name: Steve McDonough	Name: Judy Hsu
Title: Client Relationship Executive	Title: Client Relationship Executive

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EX-99.3

Exhibit 99.3

Bluegreen Corporation Settles Litigation with Central Florida Investments and Amends Rights Plan

BOCA RATON, Fla., Oct 17, 2006 (BUSINESS WIRE) — Bluegreen Corporation (NYSE:BXG) announced today that it has settled pending litigation with David A. Siegel, David A. Siegel Revocable Trust and Central Florida Investments over the acquisition by these shareholders of approximately 32% of the outstanding stock of Bluegreen. Central Florida Investments is the parent company of Westgate Resorts, a timeshare company that is a competitor of Bluegreen.

Under the terms of the settlement, the Siegel shareholders must reduce their holdings by at least 5.4 million shares within one year, and fully divest their holdings within two years. Pending their sale, all Bluegreen shares owned by the Siegel shareholders will be voted in accordance with the recommendations of Bluegreen’s Board of Directors. The Siegel shareholders have also agreed not to pursue any takeover or other extraordinary transaction with the Company or to seek to control or influence Bluegreen’s management.

The Company also amended its rights plan today, as agreed in the settlement. As amended, the rights plan will give the Siegel shareholders additional time to sell their shares, consistent with the schedule set by the settlement. If the Siegel shareholders comply with the schedule and all other terms of the settlement, the fact that they hold more than 15% of Bluegreen’s common stock will not trigger the rights and the resulting dilution of the Siegel shareholders’ holdings.

ABOUT BLUEGREEN CORPORATION

Bluegreen Corporation (NYSE:BXG) is a leading provider of Colorful Places to Live and Play(R) through two principal operating divisions. With over 150,000 owners, Bluegreen Resorts markets a flexible, real estate-based vacation ownership plan that provides access to over 40 resorts, an exchange network of over 3,700 resorts and other vacation experiences such as cruises and hotel stays. Bluegreen Communities has sold over 51,000 planned residential and golf community homesites in 32 states since 1985. Founded in 1966, Bluegreen is headquartered in Boca Raton, Fla., and employs over 5,000 associates. In 2005, Bluegreen ranked No. 57 on Forbes’ list of The 200 Best Small Companies and No. 48 on FORTUNE’s list of America’s 100 Fastest Growing Companies. More information about Bluegreen is available at www.bluegreencorp.com.

Statements in this release may constitute forward-looking statements and are made pursuant to the Safe Harbor Provision of the Private Securities and Litigation Reform Act of 1995. Use of words such as “plan”, “plans”, “expects”, “will,” and other forward-looking statements are based largely on expectations and are subject to a number of risks and uncertainties including but not limited to the risks and uncertainties associated with economic, competitive and other factors affecting the Company and its operations, markets, products and services, and the risk factors and other issues detailed in the Company’s SEC filings, including its most recent Annual Report on Form 10-K filed on March 16, 2006, and the Quarterly Report on Form 10-Q filed on August 9, 2006.