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Prospectus BLUEGREEN CORP - 6-20-2012

VIEWS: 15 PAGES: 6

									                                             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): June 19, 2012

                                                      BLUEGREEN CORPORATION
                                              (Exact name of registrant as specified in its charter)

                                                                 Massachusetts
                                                  (State or other jurisdiction of incorporation)

                         0-19292                                                                        03-0300793
                  (Commission File Number)                                                     (IRS Employer 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


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07        Submission of Matters to a Vote of Security Holders.

A Special Meeting of the Shareholders (the "Special Meeting") of Bluegreen Corporation (the "Company") was held on June 19, 2012. As of
the close of business on the record date established for the Special Meeting, there were a total of 31,494,527 shares of the Company's Common
Stock outstanding and, thus, entitled to vote at the Special Meeting. At the Special Meeting, 27,161,469 shares of Common Stock were
represented in person or by proxy, therefore a quorum was present. The following proposal was submitted by the Board of Directors to a vote
of shareholders, and the following are the shareholder voting results, as certified by Georgeson Inc., the information agent for the proposed
merger described below, as Inspector of Election:

Proposal - Approval of Agreement and Plan of Merger. The shareholders were asked to approve the Agreement and Plan of Merger, dated as of
November 11, 2011, by and among BFC Financial Corporation ("BFC"), BXG Florida Corporation (successor by conversion to BXG Florida,
LLC) and the Company, pursuant to which the Company will merge with and into a wholly owned subsidiary of BFC and each outstanding
share of the Company's Common Stock (other than shares owned by BFC, directly or indirectly, and holders who exercise and perfect their
appraisal rights under Massachusetts law) will be converted into the right to receive eight shares of BFC's Class A Common Stock (as adjusted
in connection with the reserve stock split expected to be effected by BFC in connection with the proposed merger).


            VOTES FOR                     VOTES AGAINST                      ABSTAIN                      BROKER NON-VOTES
             23,006,397                      4,127,684                        27,388                             -0-


Based on the voting results set forth above, the Agreement and Plan of Merger has been approved by the Company’s shareholders.

A copy of the joint press release from the Company and BFC announcing the shareholder approval of the proposed merger is attached as
Exhibit 99.1 to this Current Report on Form 8-K.


Additional Information and Where to Find it.

BFC has filed a Registration Statement on Form S-4 with the Securities Exchange Commission (the “SEC”), which has been declared effective,
and the Company and BFC have mailed to their respective shareholders a joint proxy statement/prospectus concerning the proposed
merger. The Company and BFC may also file other documents with the SEC regarding the proposed merger. Investors and shareholders of
the Company and BFC are urged to read the joint proxy statement/prospectus and other relevant documents filed with the SEC
carefully and in their entirety because they contain important information. Investors and shareholders of the Company and BFC can
obtain copies of the joint proxy statement/prospectus and other relevant documents filed with the SEC free of charge from the SEC’s website at
www.sec.gov . Copies of the documents filed with the SEC by the Company are also available free of charge on the Company’s website at
www.bluegreencorp.com under the tab “Investors – SEC Filings” or by directing a request by mail to Bluegreen Corporation, Corporate
Secretary, 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431, or by phone at 561-912-8000. Copies of the documents filed
with the SEC by BFC are available free of charge on BFC’s website at www.bfcfinancial.com under the tab “Investor Relations – Regulatory
Info – SEC Filings” or by directing a request by mail to BFC Financial Corporation, Corporate Secretary, 2100 West Cypress Creek Road, Fort
Lauderdale, Florida 33309, or by phone at 954-940-4900.
                                                                      ###

Matters discussed in this Current Report on Form 8-K contain forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on various assumptions and
involve substantial risks and uncertainties, including, without limitation, those relating to the proposed merger, the potential benefits of the
proposed merger, the required listing of BFC’s Class A Common Stock on a national securities exchange, the reverse split of BFC’s Class A
Common Stock and Class B Common Stock, including the authority of BFC’s Board of Directors to adjust the ratio of the reverse stock split in
connection with the listing of BFC’s Class A Common Stock on a national securities exchange, and the risk that the proposed merger may not
be consummated in accordance with the contemplated terms, including in the contemplated timeframe, or at all. These risks and uncertainties
are not exclusive, and investors and shareholders are referred to the other risks and uncertainties detailed in the joint proxy
statement/prospectus relating to the proposed merger and other documents filed by the Company and BFC with the SEC.



Item 9.01 Financial Statements and Exhibits.

99.1 Press Release dated June 19, 2012.
                                                                 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: June 19, 2012

                                                                        By: /s/ Anthony M. Puleo
                                                                            Anthony M. Puleo
                                                                            Senior Vice President, Chief
                                                                            Financial Officer and Treasurer
BFC Financial Corporation and
Bluegreen Corporation Announce
Shareholder Approval of Proposed
Merger



FORT LAUDERDALE, Fla. and BOCA RATON, Fla., June 19, 2012 (GLOBE NEWSWIRE) -- BFC Financial Corporation (Pink
Sheets:BFCF) and Bluegreen Corporation (NYSE:BXG) announced today that shareholders of both BFC and Bluegreen approved the proposed
merger between the two companies in separate special shareholder meetings.

At the special meeting of Bluegreen’s shareholders, holders of 73.05% of Bluegreen’s Common Stock outstanding as of the record date
established for the meeting voted to approve the merger agreement. At the special meeting of BFC’s shareholders, holders of shares
representing approximately 78.4% of the total voting power of BFC’s Class A Common Stock and Class B Common Stock outstanding as of
the record date established for the meeting voted in favor of the merger.

BFC’s shareholders also approved an amendment of BFC’s Articles of Incorporation relating to a reverse split of BFC’s Class A Common
Stock and Class B Common Stock and a reduction in the authorized number of shares of such stock. BFC currently expects to effect a
one-for-eight reverse stock split in connection with the listing of its Class A Common Stock on a national securities exchange, as required by
the terms of the merger agreement.

It is currently anticipated that the merger will be consummated promptly after all conditions to closing under the merger agreement are satisfied
or, to the extent permitted under applicable law or the merger agreement, waived.

About BFC Financial Corporation: Founded in 1992, BFC Financial Corporation is a holding company whose principal holdings include
controlling interest in Bluegreen (NYSE:BXG) and BankAtlantic Bancorp, Inc. (NYSE:BBX), and a non-controlling interest in Benihana, Inc.
(NASDAQ:BNHN). As of March 31, 2012, BFC had total consolidated assets of approximately $4.9 billion and shareholders’ equity of
approximately $121.5 million*. For more information, visit www.bfcfinancial.com

About Bluegreen Corporation: Founded in 1966 and headquartered in Boca Raton, FL, Bluegreen Corporation is a leading timeshare sales,
marketing and resort management company. Bluegreen Resorts manages, markets and sells the Bluegreen Vacation Club, a flexible,
points-based, deeded vacation ownership plan with more than 160,000 owners, over 59 owned or managed resorts, and access to more than
4,000 resorts worldwide. Bluegreen also offers a portfolio of comprehensive, turnkey, fee-based service resort management, financial services,
and sales and marketing services on behalf of third parties. For more information, visit www.bluegreencorp.com

Additional Information and Where to Find it: BFC has filed a Registration Statement on Form S-4 with the Securities Exchange Commission,
which has been declared effective, and BFC and Bluegreen have mailed to their respective shareholders a joint proxy statement/prospectus
concerning the proposed merger. BFC and Bluegreen may also file other documents with the SEC regarding the proposed merger. Investors
and shareholders of BFC and Bluegreen are urged to read the joint proxy statement/prospectus and other relevant documents filed with the
SEC carefully and in their entirety because they contain important information. Investors and shareholders of BFC and Bluegreen can obtain
copies of the joint proxy statement/prospectus and other relevant documents filed with the SEC free of charge from the SEC’s website
at www.sec.gov . Copies of the documents filed with the SEC by BFC are also available free of charge on BFC’s website
at www.bfcfinancial.com under the tab “Investor Relations – Regulatory Info – SEC Filings” or by directing a request by mail to BFC
Financial Corporation, Corporate Secretary, 2100 West Cypress Creek Road, Fort Lauderdale, Florida 33309, or by phone at 954-940-4900.
Copies of the documents filed with the SEC by Bluegreen are available free of charge on Bluegreen’s website
at www.bluegreencorp.com under the tab “Investors – SEC Filings” or by directing a request by mail to Bluegreen Corporation, Corporate
Secretary, 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431, or by phone at (561) 912-8000.
Matters discussed in this press release contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on various assumptions and involve
substantial risks and uncertainties, including, without limitation, those relating to the proposed merger described in this press release, the
potential benefits of the proposed merger, the required listing of BFC’s Class A Common Stock on a national securities exchange, the reverse
split of BFC’s Class A Common Stock and Class B Common Stock, including the authority of BFC’s Board of Directors to adjust the ratio of
the reverse stock split in connection with the listing of BFC’s Class A Common Stock on a national securities exchange, and the risk that the
proposed merger may not be consummated in accordance with the contemplated terms, including in the contemplated timeframe, or at all.
These risks and uncertainties are not exclusive, and investors and shareholders are referred to the other risks and uncertainties detailed in the
joint proxy statement/prospectus relating to the proposed merger and other documents filed by BFC and Bluegreen with the SEC.

CONTACT: BFC Investor Relations:
       Leo Hinkley, SVP, Investor Relations Officer
       Phone: 954-940-4994
       InvestorRelations@BFCFinancial.com

            Sharon Lyn, Vice President
            Phone: 954-940-4994
            Fax: 954-940-5320
            CorpComm@BFCFinancial.com

          Bluegreen Corporation Contact:
          Tony Puleo, Chief Financial Officer
          Phone: 561-912-8270
          tony.puleo@bluegreencorp.com
          or
          The Equity Group Inc.
          Devin Sullivan, Senior Vice President
          Phone: 212-836-9608
          dsullivan@equityny.com
Source: BFC Financial Corporation

   Released June 19, 2012

   * This amount has been corrected from the amount reported in the initial press release, which reflected total equity (approximately $177.7
   million) rather than shareholders’ equity.

								
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