1.
|
NAMES
OF REPORTING PERSONS
Central
Florida Investments, Inc.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)
o
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS
WC;
OO
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
______________
|
7.
|
SOLE
VOTING POWER
0
|
8.
|
SHARED
VOTING POWER
8,963,596
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
8,963,596
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,963,596
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
|
|
14.
|
TYPE
OF REPORTING PERSON
CO
|
1.
|
NAMES
OF REPORTING PERSONS
David
A. Siegel Revocable Trust.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)
o
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS
WC;
OO
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
______________
|
7.
|
SOLE
VOTING POWER
0
|
8.
|
SHARED
VOTING POWER
8,963,596
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
8,963,596
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,963,596
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
|
|
14.
|
TYPE
OF REPORTING PERSON
CO
|
1.
|
NAMES
OF REPORTING PERSONS
David
A. Siegel
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)
o
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS
PF;
OO
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
______________
|
7.
|
SOLE
VOTING POWER
0
|
8.
|
SHARED
VOTING POWER
8,963,596
|
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
|
10.
|
SHARED
DISPOSITIVE POWER
8,963,596
|
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,963,596
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
o
|
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.9%
|
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
(a)
|
The
acquisition by any person of additional securities of the issuer,
or the
disposition of securities of the
issuer;
|
(b)
|
An
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation, involving the issuer or any of its
subsidiaries;
|
(c)
|
A
sale or transfer of a material amount of assets of the issuer or
any of
its subsidiaries;
|
(d)
|
Any
change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of
directors
or to fill any existing vacancies on the
board;
|
(e)
|
Any
material change in the present capitalization or dividend policy
of the
issuer;
|
(f)
|
Any
other material change in the issuer's business or corporate structure
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in
its
investment policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
|
(g)
|
Changes
in the issuer's charter, bylaws or instruments corresponding thereto
or
other actions which may impede the acquisition of control of the
issuer by
any person;
|
(h)
|
Causing
a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an
inter-dealer quotation system of a registered national securities
association;
|
(i)
|
A
class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
|
Name
|
Number
of Shares Beneficially Owned with Sole Voting and
Dispositive Power
|
Number
of Shares Beneficially Owned with
Shared Voting and
Dispositive Power
|
Aggregate
Number of Shares Beneficially Owned
|
Percentage
of Class Beneficially
Owned (1)
|
Reporting
Persons
|
0
|
8,963,596
|
8,963,596
|
28.9%
|
Central
Florida Investments, Inc.(2)
|
0
|
8,963,596
|
8,963,596
|
28.9%
|
David
A. Siegel(3)
|
0
|
8,963,596
|
8,963,596
|
28.9%
|
David
A. Siegel Revocable Trust(4)
|
0
|
8,963,596
|
8,963,596
|
28.9%
|
(1) |
The
percentages of Common Stock indicated in this table are based on
the
30,9835,988 shares of Common Stock outstanding as of May 4, 2007,
as
disclosed on the Issuer’s most recent Form 10-Q filed with the Securities
and Exchange Commission.
|
(2) |
CFI
beneficially owns all of the Shares because it is the owner of record
of
the CFI Shares and because it is controlled by the Siegel Trust and
Mr.
Siegel.
|
(3) |
Mr.
Siegel beneficially owns all of the Shares because he is the sole
trustee
of the Siegel Trust, which owns all of the voting stock of
CFI.
|
(4) |
The
Siegel Trust beneficially owns all of the Shares because it owns
all of
the voting stock of CFI and because Mr. Siegel is the sole trustee
and a
beneficiary of the Siegel Trust.
|
(c)
|
Information
concerning transactions in the Common Stock effected by the Reporting
Persons since the filing of Amendment No. 5 to the Schedule 13D is
set
forth in Schedule
H
hereto and is incorporation herein by reference. All of the put
transactions listed on Schedule
B,
Schedule
C,
Schedule
D,
Schedule
E,
Schedule
F,
Schedule
G,
and Schedule
H
were exchange traded options written through brokers. All of the
sales of
Common Stock listed on Schedule
D,
Schedule
G,
and Schedule
H
were sold through brokers and effected on the New York Stock
Exchange.
|
(d)
|
Dividends
on the shares of Common Stock reported herein will be paid to CFI
and/or
Mr. Siegel as the record owner. No other person is known to have
the right
to receive or the power to direct the receipt of dividend from, or
the
proceeds from the sale of, such
securities.
|
(e)
|
Not
applicable.
|
Schedule
A
|
Executive
Officers and Directors of CFI*
|
Schedule
B
|
List
of the transactions in Issuer Common Stock that were effected by
the
Reporting Person during the sixty days prior to July 20,
2006**
|
Schedule
C
|
List
of the transactions in Issuer Common Stock that were effected by
the
Reporting Persons during the last sixty days prior to August 10,
2006**
|
Schedule
D
|
List
of the transactions in Issuer Common Stock that were effected by
the
Reporting Persons during the sixty days prior to August 22,
2006**
|
Schedule
E
|
List
of the transactions in Issuer Common Stock that were effected by
the
Reporting Persons since the filing of Amendment No. 2 to the Schedule
13D**
|
Schedule
F
|
List
of the transactions in Issuer Common Stock that were effected by
the
Reporting Persons since the filing of Amendment No. 3 to the Schedule
13D***
|
Schedule
G
|
List
of the transactions in Issuer Common Stock that were effected by
the
Reporting Persons since the filing of Amendment No. 4 to the Schedule
13D****
|
Schedule
H
|
List
of the transactions in Issuer Common Stock that were effected by
the
Reporting Persons since the filing of Amendment No. 5 to the Schedule
13D
|
Exhibit
A
|
Joint
Filing Agreement*
|
Exhibit
B
|
Stipulation
and Order dated as of October 16,
2006***
|
Exhibit
C
|
Amendment
To Stipulation and Order dated as of May 21,
2007
|
*
|
Previously
filed with the Securities and Exchange Commission on July 20, 2006
as a
schedule or exhibit to the Schedule
13D.
|
**
|
Previously
filed with the Securities and Exchange Commission on September 19,
2006 as
a schedule or exhibit to the Schedule
13D.
|
***
|
Previously
filed with the Securities and Exchange Commission on October 17,
2006 as a
schedule or exhibit to the Schedule
13D.
|
****
|
Previously
filed with the Securities and Exchange Commission on February 19,
2007 as
a schedule or exhibit to the Schedule
13D.
|
Central
Florida Investments, Inc.
|
||||
By:
|
/s/
David A. Siegel
|
|||
Name:
|
David
A. Siegel
|
|||
Title:
|
President
|
|||
David
A. Siegel Revocable Trust
|
||||
By:
|
/s/
David A. Siegel
|
|||
Name:
|
David
A. Siegel
|
|||
Title:
|
Trustee
|
|||
By:
|
/s/
David A. Siegel
|
|||
David
A. Siegel
|
Date
of Transaction
|
Person
Effecting Transaction
|
Type
of Transaction
|
Expiration
Date
|
Strike
Price
|
Number
of securities bought/(sold)
|
Price
per share
|
|||||
5/18/2007
|
Central
Florida Investments, Inc.
|
shares
called
|
May-07
|
$12.5
|
(56,800)
|
||||||
5/15/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Nov-07
|
$12.5
|
500
|
$1.15
|
|||||
5/15/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Jun-07
|
$12.5
|
246
|
$0.50
|
|||||
5/10/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Jun-07
|
$12.5
|
200
|
$0.35
|
|||||
5/9/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Nov-07
|
$12.5
|
10
|
$1.00
|
|||||
5/9/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Jun-07
|
$12.5
|
200
|
$0.35
|
|||||
5/8/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Nov-07
|
$12.5
|
20
|
$1.05
|
|||||
5/8/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Aug-07
|
$12.5
|
200
|
$0.75
|
|||||
5/7/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Nov-07
|
$12.5
|
410
|
$0.90
|
|||||
5/7/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Jun-07
|
$12.5
|
400
|
$0.30
|
|||||
5/4/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Nov-07
|
$12.5
|
200
|
$0.90
|
|||||
5/4/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Aug-07
|
$12.5
|
60
|
$0.65
|
|||||
5/4/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Jun-07
|
$12.5
|
400
|
$0.30
|
|||||
3/21/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Nov-07
|
$12.5
|
300
|
$0.70
|
|||||
3/21/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Aug-07
|
$12.5
|
200
|
$0.45
|
|||||
3/16/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Aug-07
|
$12.5
|
202
|
$0.45
|
|||||
2/20/2007
|
Central
Florida Investments, Inc.
|
sold
calls
|
Mar-07
|
$12.5
|
400
|
$0.40
|
|||||
2/19/2007
|
Central
Florida Investments, Inc.
|
shares
called
|
Feb-07
|
$12.5
|
(189,000)
|
BLUEGREEN
CORPORATION
|
||||
By:
|
/s/
John
M. Maloney, Jr.
|
|||
Name:
|
John
M. Maloney, Jr.
|
|||
Title:
|
President
and Chief Executive Officer
|
|||
David
A. Siegel
|
||||
DAVID
A. SIEGEL REVOCABLE TRUST
|
||||
By:
|
||||
Name:
|
||||
Title:
|
||||
CENTRAL
FLORIDA INVESTMENTS
|
||||
By:
|
||||
Name:
|
||||
Title:
|
BLUEGREEN
CORPORATION
|
||||
By:
|
||||
Name:
|
John
M. Maloney, Jr.
|
|||
Title:
|
President
and Chief Executive Officer
|
|||
/s/
David A. Siegel
|
||||
David
A. Siegel
|
||||
DAVID
A. SIEGEL REVOCABLE TRUST
|
||||
By:
|
/s/
David A. Siegel
|
|||
Name:
|
David
A. Siegel
|
|||
Title:
|
President
|
|||
CENTRAL
FLORIDA INVESTMENTS
|
||||
By:
|
/s/
David A. Siegel
|
|||
Name:
|
David
A. Siegel
|
|||
Title:
|
President
|