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