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): July 8, 2004
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 July 8, 2004, BB&T Capital Markets, a division of Scott & Stringfellow,
Inc. ("BB&T"), consummated a $156.6 million private offering and sale of
vacation ownership receivable-backed securities on our behalf (the "2004 Term
Securitization"). The $172.1 million in aggregate principal of vacation
ownership receivables offered and sold in the 2004 Term Securitization included
$152.8 million in aggregate principal of qualified receivables that were
previously sold to Resort Finance, LLC ("RFL") under an existing vacation
ownership receivables purchase facility (the "Purchase Facility"). In addition,
the 2004 Term Securitization allows for an additional $19.3 million in aggregate
principal of our qualifying vacation ownership receivables (the "Pre-funded
Receivables") that can be sold by us through October 6, 2004 to Bluegreen
Receivables Finance Corporation VIII, our wholly-owned, special purpose finance
subsidiary ("BRFC VIII"). BRFC VIII would then sell the Pre-funded Receivables
to an owners' trust (a qualified special purpose entity) without recourse to us
or BRFC VIII, except for breaches of certain representations and warranties at
the time of sale. The proceeds of $17.5 million (at an advance rate of 91%) as
payment for the Pre-funded Receivables are being held in escrow by the trustee
of the 2004 Term Securitization until such receivables are actually sold by us
to BRFC VIII. If we don't sell enough Pre-funded Receivables to earn the entire
amount of related proceeds held in escrow, the remaining proceeds will be used
to pay down amounts owed to investors in the 2004 Term Securitization. The
proceeds from the 2004 Term Securitization were used to pay RFL all amounts
outstanding under the Purchase Facility, pay fees associated with the
transaction to third-parties, deposit initial amounts in a required cash reserve
account and provide net cash proceeds of $1.3 million to us. We also received
certain vacation ownership interests that were being held by RFL in connection
with previously defaulted receivables, certain vacation ownership notes
receivable previously held in the Purchase Facility which did not qualify for
the 2004 Term Securitization and a retained interest in the future cash flows
from the 2004 Term Securitization.
As a result of the 2004 Term Securitization, Bluegreen Receivables Finance
Corporation V, our wholly-owned, special purpose finance subsidiary, may sell
additional notes receivable for a cumulative purchase price of up to $150.0
million under the Purchase Facility, on a revolving basis, prior to September
30, 2004, at 85% of the principal balance, subject to the eligibility
requirements and certain conditions precedent.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: July 29, 2004 By: /S/ JOHN F. CHISTE
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John F. Chiste
Senior Vice President, Treasurer and
Chief Financial Officer