UNITED STATES

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): ~~October~~ 31December 11, ~~2013~~2014

BLUE RIDGE REAL ESTATE COMPANY
(Exact name of registrant specified in its charter)
Pennsylvania	0-28-44		24-0854342
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
P.O. Box 707, Blakeslee, Pennsylvania				18610-0707
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone, including area code:		(570) 443-8433

Blue Ridge Real Estate Company

~~Check~~ (Exact ~~the~~Name ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~ Registrant ~~under~~Specified ~~any~~in ~~of the following provisions (see General Instruction A.2. below~~Charter):

□


Pennsylvania	0-28-44 (Blue Ridge)	24-0854342 (Blue Ridge)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~Written~~P. ~~communications~~O. ~~pursuant~~Box to707, ~~Rule~~Blakeslee, ~~425 under the Securities Act (17 CFR 230.425)~~Pennsylvania 18610-0707

□(Address of Principal Executive Offices) (Zip Code)

~~Soliciting material pursuant to Rule 14a-12 under the Exchange Act~~ (17570) ~~CFR 240.14a~~443-~~12)~~8433

□(Registrant’s telephone number, including area code)

~~Pre-commencement~~Not ~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Applicable

□(Former name and former address, if changed since last report)

~~Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~13e-4(c)~~satisfy ~~under~~the filing obligation of the ~~Exchange~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~240.13e-4(c))~~the following provisions:

~~Item~~[ 2] Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.01425)[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)[ ~~Completion~~] Pre-commencement ofcommunications ~~Acquisition~~pursuant orto ~~Disposition~~Rule of14d-2(b) ~~Assets~~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))

AsItem ~~previously~~5.02 ~~disclosed~~Departure inof ~~the~~Directors ~~Current~~or ~~Report~~Certain onOfficers; ~~Form~~Election 8-K filed on October 18, 2013, Blue Ridge Real Estate Company (“Blue Ridge”) and Big Boulder Corporation (“Big Boulder” and together with Blue Ridge, the “Companies”) held a Special Meeting of ~~Shareholders~~Directors; onAppointment ~~October 18, 2013 at which the shareholders~~ of ~~the~~Certain ~~Companies~~Officers; ~~approved~~Compensatory ~~and~~Arrangements ~~adopted the Agreement and Plan~~ of ~~Merger,~~Certain ~~dated as of August 29, 2013 (the “Merger Agreement”), by and between Blue Ridge and Big Boulder~~Officers.

On October 21, 2013, the Companies filed Articles of Merger with the Secretary of State of the Commonwealth of Pennsylvania, pursuant to which Big Boulder merged with and into Blue Ridge effective as of 11:59 PM on October 31, 2013, with Blue Ridge continuing as the surviving corporation (~~the “Merger”~~e)~~. As a result of the Merger, the separate corporate existence of Big Boulder ceased.~~

~~Under~~On December 10, 2013, Blue Ridge Real Estate Company (the ~~Merger~~“Company”) entered into an employment agreement (the “Agreement:”) with Mr. Bruce Beaty, effective January 1, 2014 (the “Effective Date”), pursuant to which Mr. Beaty serves as President of the Company. The Agreement expires December 31, 2015 (the “Initial Term”), unless the Agreement is terminated earlier pursuant to termination provisions of the Agreement (as defined below). Thereafter, the Agreement continues on an “at will” basis after the expiration of the Initial Term, on the same economic terms as provided during the Initial Term unless the Company and Executive agree otherwise. The Initial Term of the Agreement is hereinafter referred to as the “Employment Period.” Until the Effective Date, Mr. Beaty will continue to be employed by the Company as President pursuant to the employment agreement, effective as of January 1, 2013, a copy of which was filed with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2012.

·In accordance with the Agreement, Mr. Beaty will receive a $175,000 base annual salary as compensation for his services and an annual bonus paid at the discretion of the Company’s Compensation Committee. During the Employment Period, Mr. Beaty is also eligible to participate in the Company’s 401(k) plan as provided by the Company to its employees on the same terms and conditions as offered to other employees. The Company has agreed to reimburse Mr. Beaty for health care costs incurred under his existing personal health insurance policy (family coverage), or any replacement policy providing comparable coverage, with such reimbursement to be made on an after-tax basis during the Employment Period.

atDuring the ~~effective~~Employment ~~time~~Period, ofMr. ~~the~~Beaty ~~Merger,~~will ~~each~~perform ~~issued~~such duties and ~~outstanding~~fulfill ~~common~~such ~~share~~assignments ofas ~~Big~~may ~~Boulder,~~be ~~whether~~assigned ~~represented~~ by athe ~~joint~~Board ~~unit~~of ~~certificate~~Directors ~~which~~or ~~represents~~its designee and devote a ~~combination~~majority of anhis ~~equal~~time, ~~number~~energy, ofattention ~~Blue~~and ~~Ridge~~skill ~~common~~to ~~shares~~the performance of his duties and ~~one~~to ~~Big~~the ~~Boulder~~promotion ~~common~~and ~~shares~~advancement (of the ~~“Unit~~Company’s ~~Certificate”),~~business orand ainterests. The ~~standalone~~Agreement ~~Big~~provides ~~Boulder~~that ~~share~~Mr. ~~certificate,~~Beaty ~~was~~may ~~canceled~~perform ~~and~~substantially ~~converted~~all ~~automatically~~of ~~solely~~his ~~into~~duties ~~the~~from ~~right~~his toresidential ~~receive~~office ~~one~~in ~~post-merger~~Greenwich, ~~Blue~~Connecticut, ~~Ridge~~except, ~~common~~where ~~share;~~required, to attend meetings elsewhere or as otherwise directed.

·Mr. Beaty’s employment with the Company may be terminated: (i) by either party at the expiration of the Employment Period unless extended by agreement of the parties upon notice; (ii) by the Company for Cause; (iii) upon Mr. Beaty’s death; or (iv) for any other reason provided that three (3) months’ notice is given prior to the date of termination of employment. If Mr. Beaty’s employment with the Company is not extended beyond the Employment Period, such termination shall not constitute a termination “for any other reason” as set forth in the Agreement.

atIn the ~~effective~~Agreement, ~~time~~“Cause” is defined as: (i) a willful and material breach of any provision of the ~~Merger,~~Agreement ~~each~~and/or ~~issued~~the continued failure to perform substantially his employment duties (other than failure resulting from incapacity due to physical or mental illness and ~~outstanding~~excluding ~~common~~failure ~~share~~after reasonable efforts to meet performance expectations) after the Company provides written notice of ~~Blue~~such ~~Ridge~~failure constituting cause and such failure continues uncorrected for at least 30 days following the notice; (ii) acts involving material dishonesty, ~~whether~~material ~~represented~~disloyalty, byfraud aor ~~Unit~~material ~~Certificate~~misrepresentation adversely affecting the Company or its affiliates; (iii) gross negligence in performance of duties; (iv) conviction of a ~~standalone~~crime ~~Blue~~involving ~~Ridge~~the ~~share~~commission ~~certificate~~of ~~was~~a ~~canceled~~felony ~~and~~or ~~converted~~criminal ~~automatically~~act ~~solely~~involving ~~into~~moral turpitude; (v) engaging in actions involving willful misconduct that adversely affect the ~~right~~Company or any of its affiliates; and (vi) failure to ~~receive~~follow ~~one~~the ~~post-merger~~lawful ~~Blue~~instructions ~~Ridge~~of ~~common~~the ~~share;~~Board or its designees after written notice thereof.

·2

atMr. Beaty may terminate his employment with the ~~effective~~Company ~~time~~for ofGood Reason. In the ~~Merger~~Agreement, ~~Blue~~“Good ~~Ridge~~Reason” ~~adopted~~is ~~Amended~~defined ~~and~~as ~~Restated~~the ~~Articles~~occurrence of ~~Incorporation~~any ~~which~~of ~~set~~the ~~forth~~following events, ~~among~~if ~~other~~not ~~things,~~cured ~~that~~by the ~~number~~Company ofwithin ~~authorized~~30 ~~shares~~days offrom ~~common~~receipt ~~stock~~ of ~~Blue~~written ~~Ridge~~notice ~~increased~~from toMr. ~~6,000,000,~~Beaty: ~~that~~(i) ~~the~~a ~~shares~~diminution ofor ~~Blue~~reduction ~~Ridge~~of ~~will~~Mr. beBeaty’s ~~uncertificated,~~position ~~and~~or ~~that~~authority; ~~immediately~~(ii) ~~after~~a ~~the~~reduction ~~Merger~~in ~~effective~~Mr. ~~time,~~Beaty’s ~~every~~base ~~two~~salary ~~outstanding~~in ~~post-merger~~effect ~~Blue~~at ~~Ridge~~that ~~common~~time; ~~shares~~or ~~were~~(iii) ~~combined~~a ~~into~~requirement ~~and~~to ~~automatically~~render ~~became~~substantially ~~one~~all ~~post-merger~~of ~~Blue~~his ~~Ridge~~services ~~common~~other ~~share~~than ~~(the~~from ~~“Reverse~~his ~~Stock~~residence ~~Split”);~~ location.

·The foregoing is only a summary of the Agreement and is qualified in its entirety by the text of the Agreement. You are urged to read the Agreement in its entirety for a more complete description of the terms and conditions of the Agreement. A copy of the Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

atItem the effective time of the Merger, Blue Ridge adopted Amended and Restated Bylaws which include, among other things, an amendment to reflect the termination of the Security Combination Agreement between Big Boulder and Blue Ridge dated September 20, 1966 and other requirements of Pennsylvania law; and9.01

·Financial Statements and Exhibits.

~~Immediately following the effective time of the Merger, the Reverse Stock Split was effected in accordance with the Amended and Restated Articles of Incorporation.~~(d)

~~The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2~~Exhibits.~~1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Companies on August 30, 2013.~~

Item 3.03. Material Modification to Rights of Security Holders.


Exhibit No.	Description
10.1	Employment Agreement effective January 1, 2014 between Blue Ridge Real Estate Company and Bruce Beaty.

~~The~~Pursuant ~~information~~to ~~provided~~the inrequirements ~~response~~of tothe ~~Item~~Securities ~~2.01~~Exchange Act of 1934, the registrant has duly caused this ~~Current~~report ~~Report~~to be signed on ~~Form~~its ~~8-K~~behalf isby ~~incorporated~~the ~~herein~~undersigned byhereunto ~~reference~~duly authorized.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


	BLUE RIDGE REAL ESTATE COMPANY


Date: December 11, 2013	By: /s/ Cynthia A. Van Horn
	Name: Cynthia A. Van Horn Title: Chief Financial Officer and Treasurer

The information provided in response to Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. A copy of the Amended and Restated Articles of Incorporation of Blue Ridge is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the Amended and Restated Bylaws of Blue Ridge is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.

~~Item~~Exhibit ~~9.01 Financial Statements and Exhibits.~~Index

(d)


Exhibit No.	Description
10.1	Employment Agreement effective January 1, 2014 between Blue Ridge Real Estate Company and Bruce Beaty.

~~Exhibits.~~4

Exhibit Number	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation of Blue Ridge Real Estate Company, effective as of October 31, 2013
3.2	Amended and Restated Bylaws of Blue Ridge Real Estate Company, effective as of October 31, 2013

SIGNATURES

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.

		BLUE RIDGE REAL ESTATE COMPANY
Date:	November 19, 2013	By:	/s/ Cynthia Van Horn
		Name: Cynthia A. Van Horn Title: Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation of Blue Ridge Real Estate Company, effective as of October 31, 2013
3.2	Amended and Restated Bylaws of Blue Ridge Real Estate Company, effective as of October 31, 2013

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