<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Regency Equities Corp.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
0007588551
(CUSIP Number)
Richard V. Sandler, Esq.
Maron & Sandler
844 Moraga Drive
Los Angeles, California 90049
(310) 440-5475
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 11, 1996
(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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement.[_] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Page 1 of 4 Pages
<PAGE>
SCHEDULE 13D
- ------------------------------ -------------------------------
CUSIP No. 0007588551 Page 2 of 4 Pages
- ------------------------------ -------------------------------
- --------------------------------------------------------------------------------
1 NAME OF PERSON
RA PARTNERSHIP
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [_]
(b) [_]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING -------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [_]
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF PERSON REPORTING*
PN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
Page 2 of 4 Pages
<PAGE>
This Amendment No. 3 to Schedule 13D restates and amends the Statement on
Schedule 13D filed August 2, 1983, Amendment No. 1 thereto filed July 2, 1985,
and Amendment No. 2 thereto filed May 14, 1996 (the "Schedule 13D"), by RA
Partnership, a California general partnership, relating to the Common Stock, par
value $.01 per share, of Regency Equities Corp., a Delaware corporation.
Item 4. Purpose of Transaction
On June 10, 1996, the Reporting Person, together with Warren G.
--
Lichtenstein, Lawrence Butler, Jack Howard, Ronald LaBow, Steel Partners II, LP,
Richard Sandler, the Regency Shareholders Committee, Steel Partners II, LP, EJ
Associates and other stockholders of the Company (the "Selling Stockholders"),
entered into a Stock Purchase Agreement (the "Agreement") with First Lincoln
Holdings, Inc. ("Lincoln") and Evergreen Acceptance Corporation ("Evergreen") to
settle certain claims arising out of certain matters in connection with the
solicitation of proxies for the 1995 Annual Meeting of Stockholders of the
Company (the "Proxy Matters"). A copy of the form of Agreement was filed as
Exhibit 1 to Amendment No. 2 to Schedule 13D filed on May 14, 1996. On June 11,
--
1996, pursuant to the Agreement, First Lincoln and Evergreen purchased, for a
price of $.05 per share, all shares of Common Stock owned by the Selling
Stockholders, including, without limitation, all 9,408,000 Shares held by the
Reporting Person (such Shares constituting all of the Shares held by the
Reporting Person).
Item 5. Interest in Securities of the Issuer
(a) - (b) As a result of the consummation of the transactions
contemplated by the Agreement, on June 11, 1996, the Reporting Person no longer
--
beneficially owns any Shares of the Company, and no longer holds any power to
vote, or direct the vote, or to dispose or direct the disposition of, any of
such Shares.
(c) On June 11, 1996, pursuant to the Agreement, the Reporting
--
Person sold all of the 9,408,000 Shares it beneficially owned at a price per
share of $.05 pursuant to the terms and provisions of the Agreement.
(d) Not applicable.
(e) On June 11, 1996, the Reporting Person ceased to be the
--
beneficial owner of more than five percent of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information set forth in Item 4 and Item 5 is incorporated by
reference into this Item 6.
Page 3 of 4 Pages
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated: June 11, 1996 RA PARTNERSHIP
--
By: /s/ Michael R. Milken
---------------------
Name: Michael R. Milken
Title: General Partner
Page 4 of 4 Pages
