BRRE Blue Ridge Real Estate Company (PK)

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

BLUE RIDGE REAL ESTATE COMPANY

(Name of the Issuer)

BLUE RIDGE REAL ESTATE COMPANY

(Names of Persons Filing Statement)

  Common Shares, no par value

(Title of Class of Securities)

096005301

(CUSIP Number of Class of Securities)

Bruce Beaty

President and Chief Executive Officer

P O Box 707

Route 940 and Moseywood Road

Blakeslee, Pennsylvania 18610

(570) 443-8433

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of the persons filing statement)

with a copy to:

Joanne R. Soslow

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, Pennsylvania 19103

(215) 963-5000

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ¨

Check the following box if the filing is a final amendment reporting the results of the transaction  ¨

CALCULATION OF FILING FEE

This Amendment No. 5 ( “ Amendment No. 5 ” ) amends the Tender Offer Statement on Schedule 13e-3 (together with the exhibits hereto, this “ Schedule 13E-3 ” ) filed by Blue Ridge Real Estate Company ( “ Blue Ridge ” or the “ Company ” ) with the Securities and Exchange Commission (the “ SEC ” ) on November 25, 2013, as amended by Amendment No. 1 filed by the Company with the SEC on December 26, 2013, Amendment No. 2 filed by the Company with the SEC on January 6, 2014, Amendment No. 3 filed by the Company with the SEC on January 10, 2014, and Amendment No. 4 filed by the Company with the SEC on January 17, 2014, which relates to a tender offer to purchase all of the Company ’ s common shares, no par value, held by shareholders who hold 99 or fewer shares as of November 21, 2013 (the “ Record Date ” ), at a price of $11.00 per share, to the sellers in cash, without interest, upon the terms and subject to the conditions set forth in the offer to purchase, dated November 25, 2013, as amended by the Amended Offer to Purchase, dated December 26, 2013, and as amended by the Amended Offer to Purchase, dated January 6, 2014 (the “ Offer to Purchase ” ), and the accompanying letter of transmittal (the “ Letter of Transmittal ” ), which together, as each may be amended and supplemented from time to time, constitute the tender offer (the “ Offer ” ).

This Amendment No. 5 is intended to satisfy the reporting requirements of Rule 13c-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended. All information in the Offer, including all schedules and annexes thereto, which was previously filed with the Schedule 13E-3, is hereby expressly incorporated by reference into this Amendment No. 5, except that such information is hereby amended and supplemented to the extent specifically provided for herein.

(c) Item 11 of the Schedule 13E-3 is hereby amended and supplemented by the following:

On February 13, 2014, Blue Ridge issued a press release announcing the results of its Offer, which expired at 5:00 P.M. New York City Time on Friday, February 7, 2014. A copy of the press release is filed as Exhibit (a)(5)(F) to this Amendment No. 5 and is hereby incorporated herein by reference.

(a); (b); (c); (d); (e); (f); (g); (h) Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the Exhibit filed herewith.  See Exhibit Index immediately following the signature page.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.