UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 19, 2004
Bluegreen Corporation
(Exact name of registrant as specified in its Charter)
Massachusetts 0-19292
(State of other jurisdiction or (Commission File Number)
incorporation or organization)
4960 Conference Way North, Suite 100
Boca Raton, Florida 33431
(Address of principal executive offices) (Zip Code)
03-0300793
(IRS Employer Identification No.)
(561) 912-8000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 13e-4(c))
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance s Sheet Arrangement
On November 19, 2004, Bluegreen Corporation ("Bluegreen") announced that
it had notified the trustee of its 8 1/4% Convertible Subordinated Debentures
due 2012 of Bluegreen's intention to call the debentures for redemption, in
accordance with their terms, at a redemption price of 100% plus accrued and
unpaid interest through the redemption date. The redemption date is December 30,
2004. The debentures are convertible at any time prior to December 16, 2004,
into shares of Bluegreen's common stock at a price of $8.24 per share.
Approximately $27.5 million of the debentures are currently outstanding.
Debenture holders will receive notice of the call from U.S. Bank National
Association, as Trustee of the securities.
Statements in this report may constitute forward looking statements and
are made pursuant to the Safe Harbor Provision of the Private Securities and
Litigation Reform Act of 1995. 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 Bluegreen and its operations, markets,
products and services, as well as the risk that Bluegreen may elect to revoke
its instructions to the trustee prior to the form notice of redemption being
given to holders of debentures, and the risk that holders of the debentures may
not convert debentures into shares of Bluegreen's Common Stock and that
Bluegreen may therefore be required to fund the redemption with cash, and other
factors detailed in Bluegreen's SEC filings.
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 thereunto duly authorized.
BLUEGREEN CORPORATION
/S/ JOHN F. CHISTE
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John F. Chiste
Senior Vice President, Treasurer and
Chief Financial Officer
Dated: November 22, 2004