UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
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
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $.01 par value New York Stock Exchange, Archipelago Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy statement incorporated
by reference into Part III of this Form 10-K. |_|
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer (as defined in Rule
12b-2 of the Act).
Large Accelerated filer |_| Accelerated filer |X| Non-Accelerated filer |_|
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant: $360,956,342 based upon the
closing sale price of the Company's Common Stock on the New York Stock Exchange
on June 30, 2005 ($17.41 per share). For this purpose, "affiliates" include
members of the Board of Directors of the Company, members of executive
management and all persons known to be the beneficial owners of more than 5% of
the Company's outstanding common stock.
As of March 14, 2006, there were 30,512,651 shares of the registrant's
common stock, $.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Specifically identified portions of the Company's definitive proxy
statement to be filed for its 2006 Annual Meeting of Shareholders (the "Proxy
Statement") are incorporated by reference into Part III hereof.
EXPLANATORY NOTE
This Amendment No. 2 to the Annual Report on Form 10-K of Bluegreen Corporation
(the "Company") for the year ended December 31, 2005, is filed solely to include
a required signature that was inadvertently omitted from Amendment No.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2005
which was filed with the Securities and Exchange Commission ("SEC") on April 6,
2006.
This Form 10-K/A does not reflect events occurring after the filing of our
Annual Report on Form 10-K on March 16, 2006 or include, or otherwise modify or
update the disclosure contained therein in any way.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
(Registrant)
Date: April 7, 2006 By:/S/ GEORGE F. DONOVAN
----------------------------
George F. Donovan,
President and Chief Executive Officer