SC 13D: General Statement of Acquisition of Beneficial Ownership

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 13D
(Amendment No. 9)
Under the Securities Exchange Act of 1934

BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
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(Name of Issuer)

Common Stock without par value, stated value $.30 per combined share
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(Title of Class of Securities)

096005 4 20 2 (common)
096005 4 10 3 (unit)
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(CUSIP Number)

Milton Cooper
Kimco Realty Services, Inc.
3333 New Hyde Park Road
New Hyde Park, NY 11042-0020
(516) 869-9000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:
Raymond Y. Lin, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022-4802

May 10, 2001
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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]

Page 1 of 12

SCHEDULE 13D

CUSIP No. 096005 4 20 2 (common), 096005 4 10 3 (unit)

1. Name of Reporting Person

Kimco Realty Corporation

2. Check The Appropriate Box If A Member of Group /_/

3. SEC Use Only

4. Source of Funds
AF

5. Check Box If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) /_/

6. Citizenship or Place of Organization
Maryland

7. Sole Voting Power
0
Number of Shares
Beneficially 8. Shared Voting Power
Owned By 842,640
Reporting Person
With 9. Sole Dispositive Power
0

10. Shared Dispositive Power
842,640

11. Aggregate Amount Beneficially Owned By Each Reporting Person
842,640

12. Check Box if The Aggregate Amount In Row (11) Excludes Certain
Shares /X/
(excludes Shares held by KC Holdings, Inc. and Milton Cooper)

13. Percent Of Class Represented By Amount In Row (11)
43.8%

14. Type of Reporting Person
CO

Page 2 of 12

SCHEDULE 13D

CUSIP No. 096005 4 20 2 (common), 096005 4 10 3 (unit)

1. Name of Reporting Person
Kimco Realty Services, Inc.

2. Check The Appropriate Box If A Member of Group /_/

3. SEC Use Only

4. Source of Funds
WC

5. Check Box If Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) /_/

6. Citizenship or Place of Organization
Delaware

7. Sole Voting Power
0
Number of Shares
Beneficially 8. Shared Voting Power
Owned By 842,640
Reporting Person
With 9. Sole Dispositive Power
0

10. Shared Dispositive Power
842,640

11. Aggregate Amount Beneficially Owned By Each Reporting Person
842,640

12. Check Box if The Aggregate Amount In Row (11) Excludes Certain
Shares /X/
(excludes Shares held by KC Holdings, Inc. and Milton Cooper)

13. Percent Of Class Represented By Amount In Row (11)
43.8%

14. Type of Reporting Person
CO

Page 3 of 12

SCHEDULE 13D

CUSIP No. 096005 4 20 2 (common), 096005 4 10 3 (unit)

1. Name of Reporting Person
KC Holdings, Inc.

2. Check The Appropriate Box If A Member of Group /_/

3. SEC Use Only

4. Source of Funds
OO

5. Check Box If Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) /_/

6. Citizenship or Place of Organization
Delaware

7. Sole Voting Power
67,803
Number of Shares
Beneficially 8. Shared Voting Power
Owned By 0
Reporting Person
With 9. Sole Dispositive Power
67,803

10. Shared Dispositive Power
0

11. Aggregate Amount Beneficially Owned By Each Reporting Person
67,803

12. Check Box if The Aggregate Amount In Row (11) Excludes Certain
Shares /X/
(excludes Shares held by Kimco Realty Services, Inc. and Milton
Cooper)

13. Percent Of Class Represented By Amount In Row (11)
3.5%

14. Type of Reporting Person
CO

Page 4 of 12

SCHEDULE 13D

CUSIP No. 096005 4 20 2 (common), 096005 4 10 3 (unit)

1. Name of Reporting Person
Milton Cooper

2. Check The Appropriate Box If A Member of Group /_/

3. SEC Use Only

4. Source of Funds
OO

5. Check Box If Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) /_/

6. Citizenship or Place of Organization
U.S.A.

7. Sole Voting Power
153,893
Number of Shares
Beneficially 8. Shared Voting Power
Owned By 0
Reporting Person
With 9. Sole Dispositive Power
153,893

10. Shared Dispositive Power
0

11. Aggregate Amount Beneficially Owned By Each Reporting Person
153,893

12. Check Box if The Aggregate Amount In Row (11) Excludes Certain
Shares /X/
(excludes Shares held by Kimco Realty Services, Inc. and KC
Holdings, Inc.)

13. Percent Of Class Represented By Amount In Row (11)
8.0%

14. Type of Reporting Person
IN

Page 5 of 12

This Amendment No. 9 amends and supplements the Schedule 13D filed on
January 21, 1986, as previously amended by Amendments No. 1 through 8 thereto
(as amended, the "Schedule 13D"), filed by Milton Cooper, KC Holdings, Inc. and
Kimco Realty Services, Inc. as follows and adds Kimco Realty Corporation
("Kimco") as a Reporting Person (unless otherwise indicated herein, all
capitalized terms used herein shall have the meanings given to them in the
Schedule 13D, and unless amended or supplemented hereby, all information
previously filed remains in effect):

Item 2. Identity and Background

(a)-(c), (f) This statement is being filed by Kimco Realty
Corporation ("Kimco"), Kimco Realty Services, Inc. ("Services"), KC Holdings,
Inc. ("KC Holdings") and Milton Cooper (each, a "Reporting Person" and,
collectively, the "Reporting Persons"). Kimco acquired all of the outstanding
voting common stock of Services as of January 1, 2001, and is therefore being
added as a Reporting Person.

Kimco, a Maryland corporation, owns, operates and manages
neighborhood and community shopping centers in 41 states. It intends to operate
as a Real Estate Investment Trust (a "REIT") for federal income tax purposes.
Kimco owns all of the outstanding voting common and non-voting preferred stock
of Services, which has filed to be qualified as a taxable REIT subsidiary.
Kimco's principal place of business is 3333 New Hyde Park Road, New Hyde Park,
New York 11042-0020.

Mr. Cooper is the Chairman of the Board and Chief Executive
Officer of Kimco and a Director and the President of each of Services and KC
Holdings. As of January 1, 2001, Mr. Cooper sold all of the outstanding voting
common stock of Services owned by him to Kimco. His business address is c/o
Kimco Realty Corporation, 3333 New Hyde Park Road, New Hyde Park, New York
11042-0020. Mr. Cooper's principal business is as Chief Executive Officer of
Kimco. He is a United Stated citizen.

Information with respect to the executive officers and
directors of Kimco, Services and KC Holdings, other than Mr. Cooper, required by
Instruction C of Schedule 13D is set forth on Schedule I hereto and incorporated
herein by reference.

(d) and (e). During the last five years, none of the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any other person
named on Schedule I hereto has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal, or state securities laws or finding any
violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

On January 15, 2001 and May 10, 2001, Services purchased 2,000
and 116,346 Shares, respectively, for $10.50 per Share in cash in separate,
privately negotiated transactions. The funds to purchase the aggregate 118,346
Shares, totaling $1,242,633, were obtained from Services' working capital.

Page 6 of 12

Item 5. Interest in Securities of the Issuer

(a)-(b) Services beneficially owns 842,640 Shares, or
approximately 43.8% of the outstanding Shares. Kimco, by virtue of its ownership
of all of the outstanding voting common stock of Services, may be deemed to be
the beneficial owner of all Shares reported as beneficially owned by Services.

KC Holdings beneficially owns 67,803 Shares, or approximately
3.5% of the outstanding Shares.

Mr. Cooper beneficially owns 153,893 Shares, or approximately
8%, of the outstanding Shares. Such number of Shares does not include 714 Shares
held by a trust for which Mr. Cooper serves as a trustee (see footnote (1) to
Schedule 1) or 67,803 Shares held by KC Holdings, as to each of which Mr. Cooper
disclaims beneficial ownership. Although Mr. Cooper is a Director and the
President of KC Holdings and owns approximately 7.7% of the capital stock of KC
Holdings, he disclaims beneficial ownership of the 67,803 Shares held by KC
Holdings.

The percentages stated in this section are based on 1,923,784
Shares reported by the Companies to be outstanding as of December 31, 2000 in
the Companies' Quarterly Report (Form 10-Q) filed February 14, 2001.

Each Reporting Person has sole power to vote, or direct the
vote, and to dispose of, or direct the disposition of, all Shares reported as
beneficially owned by it or him, except that Kimco, as the owner of all of the
outstanding voting common stock of Services, may be deemed to have the power to
direct the vote or the disposition of all Shares reported as beneficially owned
by Services.

Neither the filing of this statement nor any of its contents
shall be deemed to constitute an admission that any of the Reporting Persons is
the beneficial owner of any securities owned by the other Reporting Person, or
that such Reporting Persons constitute a "group" either for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended, or for any other
purpose, and such beneficial ownership and "group" designation are expressly
disclaimed.

(c) Except for the purchase on May 10, 2001 by Services of
116,346 Shares for $10.50 per Share in cash in a privately negotiated
transaction, no transactions in Shares have been effected by or for the account
of any of the Reporting Persons during the past sixty days.

Item 7. Material to be Filed as Exhibits

An Amended and Restated Joint Filing Agreement is attached
hereto as Exhibit 1.

Page 7 of 12

SCHEDULE I

Set forth below is the name, principal business, business address and
beneficial ownership of Shares of each executive officer and director of Kimco,
Services and KC Holdings, other than Milton Cooper, for whom such information is
contained in Items 2 and 5 of the Schedule 13D. Unless otherwise indicated, the
current business address of each person is c/o Kimco Realty Corporation 3333 New
Hyde Park Road, Suite 100, New Hyde Park, NY 11042-0020. Each such person is a
citizen of the United States of America.

1. Executive Officers & Directors of Kimco.