Westgate's ''Mr. Seagull'' to take over Bluegreen? (Nope. Siegel loses court battle)

[Carolinian Super Moderator Find all posts View Profile Close Carolinian]

There is a report in this week's Streetalk that ''Mr. Seagull'' of Westgate Resorts is on a buying spree of Bluegreen stock and may be in sight of taking control. Bluegreen is instituting poison pill measures.

www.streettalkblog.com

[BocaBum99 Super Moderator Find all posts View Profile Close BocaBum99]

There is a report in this week's Streetalk that ''Mr. Seagull'' of Westgate Resorts is on a buying spree of Bluegreen stock and may be in sight of taking control. Bluegreen is instituting poison pill measures.

www.streettalkblog.com

Wow, that will be fun and interesting to watch. I hope David Siegel loses the takeover fight. I wouldn't want Bluegreen to turn into Westgate.

[BocaBum99 Super Moderator Find all posts View Profile Close BocaBum99]

I just did a quick read of the press releases. Here is my currently superficial reading of the situation. This action basically puts a price floor of $12.50/share on BXG stock until David Siegel bails or his put options expire. The poison pill will dilute the stock to a point where the acquisition price will be much higher if they really do want to buy the company.

Since all owners of record as of August 16 get the special dividend, it's a buy signal on the stock. Especially since it closed at $11.86. I think I'll buy a bunch of shares and some call option contracts to hedge my timesharing ownerships against a takeover by someone who will tank the value of the points.

[Carolinian Super Moderator Find all posts View Profile Close Carolinian]

Streettalk is reporting that an SEC filing on August 22 indicates that Siegel now owns 31.5% of Bluegreen.

[Ryne08 Senior Member Find all posts View Profile Close Ryne08]

At 32% of the stock is he now the major stock holder/player of this company?

[BocaBum99 Super Moderator Find all posts View Profile Close BocaBum99]

Update on David Siegel takeover attempt

Bluegreen wards off tycoon's advances ...for now

By Pat Beall

Palm Beach Post Staff Writer

Tuesday, September 12, 2006

Swashbuckling time-share tycoon David Siegel controls thousands of resort rooms, millions of dollars in financing and, now, a contested interest in Boca Raton-based Bluegreen Corp.

Siegel says he's just investing. Officials with Bluegreen, which operates resorts and acquires, develops, and markets vacation ownership properties, say he's wielding the threat of a hostile takeover.

The Boca firm swallowed a poison pill to ward off Siegel's advances, but it may be too late: Bluegreen (NYSE: BXG, $11.30) and Siegel are squaring off in federal court over whether the poison - which in this case reduced the value of company stock - took effect in time to force Siegel to sell off shares.

Time-share acquisitions have generally cooled since the 1990s' flurry of buyouts. As corporate investors such as Disney became involved, "I think what we saw was a sign of time-share success, and the credibility of the business," said Howard Nusbaum, president and CEO of American Resort Developers Association, a Washington, D.C., trade group.

The vacation properties are still desirable; even so, said Nusbaum, "I think a majority of the consolidation has happened."

There's more than meets the eye in the tussle over Bluegreen, which posted losses for the past two quarters, and whose share price hit a low last week of $11. In a kind of reverse food chain, Bluegreen's major investor is Levitt Corp. (NYSE: LEV, $12.22), a Florida home builder.

Levitt, in turn, is a spinoff of BankAtlantic Bancorp (NYSE:BBX, $14.19), which is a subsidiary of BFC Financial Corp. (NYSE: BFF, $5.48), the holding company at the top of the chain, which claims all of those firms as subsidiaries - or subsidiaries of its subsidiaries. And at the top of it all is businessman Alan Levan, who chairs the bank, the builder and Bluegreen.

It was unclear whether a takeover of Bluegreen would affect the shares of the intertwined firms. Siegel claims in court papers that he's not interested in acquiring the company - and that the only beneficiary of the poison pill is Levan and other Bluegreen board members who have a stake in Levitt.

The executives have more in common than is obvious. True, Levan is a buttoned-down presence with a philosophy degree and Siegel is a former TV repairman turned time-share magnate with a flair for flash: His planned 90,000-square-foot home features an 8,000-square-foot master bedroom, 10 kitchens and 30 bathrooms.

But both have built a reputation for unexpected business decisions. Siegel turned his stake in a Central Florida orange grove into one of the largest privately held time-share concerns in the world. Levan brought banking, construction, an investment firm and a time-share enterprise under the umbrella of a publicly held holding company.

Legal documents detail each man's position. Neither would comment for this story. This much is agreed: Siegel, a Siegel-controlled trust and his Orlando-based Central Florida Investments Inc. sold contracts known as put options — options to sell — to investors beginning last year.

Once the price of Bluegreen shares fell below $12.50 a share, the investors could force Siegel's companies to buy the shares at $12.50. Investors could get a profit. Siegel's companies got Bluegreen shares: more than nine million of them.

Through its court filings, Bluegreen charges that after being repeatedly rebuffed in direct attempts to buy Bluegreen, Siegel "surreptitiously put (his firms) in position to acquire very quickly a controlling stake in Bluegreen." Further, attorneys charge, Siegel didn't disclose the fast-growing stock ownership until July, violating federal rules mandating disclosure as soon as an investor acquires 5 percent or more of a public company.

By the time the Siegel acquisitions were filed with the Securities and Exchange Commission, his firms owned 7.7 percent of Bluegreen. Siegel's lawyers counter that the stock holdings were reported just as the law requires, and that they didn't have to report the millions of options. Siegel also argues through his attorneys that the poison pill hastily adopted by Bluegreen has some serious side effects.

It's supposed to work like this: Once an outside investor gains control of 15 percent or more of Bluegreen, all other shareholders get to buy shares of stock at half price. The air goes out of the takeover bid because the accumulated shares are now worth half the price: a bitter pill to swallow.

Siegel notes that all shareholders would be hurt, not just an acquiring firm. And he said the board's interests are too intertwined to represent just Bluegreen shareholders.

For instance, Levan also chairs the board of Levitt, a major Bluegreen shareholder whose earnings are affected by Bluegreen's financial performance. Bluegreen Vice Chairman John E. Abdo also is vice chairman and president of Levitt.

No court date has been set.

[BocaBum99 Super Moderator Find all posts View Profile Close BocaBum99]

Hostile Takeover Thrwarted

(I forgot to post this great outcome for Bluegreen Vacation Club owners. This is an extremely good outcome for those of us who love this club)

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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.

SOURCE: Bluegreen Corporation

Bluegreen Corporation
Tony Puleo, Chief Financial Officer, 561-912-8270
tony.puleo@bluegreencorp.com
or
Investor Relations Counsel:
The Equity Group Inc.
Devin Sullivan, 212-836-9608
dsullivan@equityny.com
or
Adam Prior, 212-836-9606
aprior@equityny.com