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): September 25, 2002
Commission file number 0-19292
BLUEGREEN CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 03-0300793
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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
Item 5. Other Events
On September 25, 2002, Bluegreen Corporation of the Rockies, Bluegreen
Golf Clubs, Inc., Bluegreen Properties of Virginia, Inc. and Bluegreen Southwest
One, L.P., (collectively, the "Subsidiaries"), all of which are direct or
indirect wholly-owned subsidiaries of Bluegreen(R) Corporation (the "Registrant"
and together with the Subsidiaries, the "Company"), entered into a $50 million
revolving credit facility (the "Facility") with Residential Funding Corporation
("RFC"), an affiliate of General Motors Acceptance Corporation. The Registrant
is the guarantor on the Facility. The Company will use the proceeds from the
Facility to repay outstanding indebtedness on residential land projects, finance
the acquisition and development of residential land projects and for general
corporate purposes. The Facility is secured by the real property home sites (and
personal property related thereto) at the following residential land projects of
the Company, as well as any residential land projects acquired by the Company
with funds borrowed under the Facility (the "Secured Projects"): Brickshire (New
Kent County, Virginia); Mountain Lakes (Bluffdale, Texas); Ridge Lake Shores
(Magnolia, Texas); Riverwood Forest (Fulshear, Texas); Waterstone (Boerne,
Texas) and Yellowstone Creek Ranch (Pueblo, Colorado). In addition, the Facility
is secured by the Company's Carolina National and The Preserve at Jordan Lake
golf courses in Southport, North Carolina and Chapel Hill, North Carolina,
respectively. Borrowings under the Facility can be made through September 25,
2004. Principal payments will be effected through agreed-upon release prices
paid to RFC as home sites in the Secured Projects are sold. The outstanding
principal balance of any borrowings under the Facility must be repaid by
September 25, 2006. The interest charged on outstanding borrowings will be prime
plus 1.00% and will be payable monthly. The Company is required to pay an annual
commitment fee equal to 0.33% of the $50 million Facility amount.
The Facility documents include customary conditions to funding,
acceleration provisions and certain financial affirmative and negative
covenants.
On September 25, 2002, the Company borrowed $11 million under the Facility
and received cash proceeds of approximately $9 million. The $2 million deducted
from the cash proceeds related to the repayment of existing debt on the Secured
Projects of approximately $1.5 million and debt issuance costs totaling $500,000
including the first annual commitment fee, as described above.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
10.149 Loan Agreement dated as of September 25, 2002, between
Bluegreen Corporation of the Rockies, Bluegreen Golf Clubs,
Inc., Bluegreen Properties of Virginia, Inc., Bluegreen
Southwest One, L.P. and Residential Funding Corporation.
10.150 Revolving Promissory Note dated as of September 25, 2002,
between Bluegreen Corporation of the Rockies, Bluegreen Golf
Clubs, Inc., Bluegreen Properties of Virginia, Inc.,
Bluegreen Southwest One, L.P. and Residential Funding
Corporation.
SIGNATURE
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 4, 2002 By: /s/ JOHN F. CHISTE
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John F. Chiste
Senior Vice President,
Treasurer and Chief Financial Officer