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): August 5, 1998
EQUIVEST FINANCE, INC.
(Exact name of registrant as specified in its charter)
Florida 333-29015 59-2346270
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
2 CLINTON SQUARE
SYRACUSE, NEW YORK 10281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 422-9088
INFORMATION TO BE INCLUDED IN REPORT
Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets
Not Applicable.
Item 3. Bankruptcy or Receivership
Not Applicable.
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable.
Item 5. Other Events
On August 5, 1998, Resort Funding, Inc., a wholly owned subsidiary of
Equivest Finance, Inc., filed with the Bankruptcy Court for the Northern
District of New York the Notice of Motion by Resort Funding, Inc. to Correct
Order and the Motion by Resort Funding, Inc. to Correct Order (attached hereto
as an Exhibit) with respect to certain matters that will affect Equivest
Finance, Inc.
Item 6. Resignation of Registrant's Directors
Not Applicable.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable.
(c) Exhibits.
The following exhibits are being filed herewith:
Item 601(a)
of Regulation S-K
Exhibit No. Description
----------- -----------
99 Notice of Motion to Correct Order and
Motion to Correct Order for an order
pursuant to Federal Rule of Civil
Procedure 60(b) and Federal Rule of
Bankruptcy Procedure 9024 to correct
certain mistakes by Resort Funding,
Inc. which were incorporated into the
Court's Order, dated November 24,
1997.
2
<PAGE>
Item 8. Change in Fiscal Year
Not Applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not Applicable.
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.
EQUIVEST FINANCE, INC.
Date: August 12, 1998 By: /s/ Richard C. Breeden
----------------------
Name: Richard C. Breeden
Title: Chairman and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
99 Notice of Motion to Correct Order and Motion to Correct
Order for an order pursuant to Federal Rule of Civil
Procedure 60(b) and Federal Rule of Bankruptcy
Procedure 9024 to correct certain mistakes by Resort
Funding, Inc. which were incorporated into the Court's
Order, dated November 24, 1997.
3
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF NEW YORK
- -----------------------------------------------x
IN RE: :
: CASE NO. 96-61376
THE BENNETT FUNDING GROUP, INC., :
: Chapter 11
Debtor. : Substantively Consolidated
- -----------------------------------------------x
NOTICE OF MOTION
PLEASE TAKE NOTICE that upon the accompanying Motion by Resort
Funding, Inc. to Correct Order and the exhibits attached thereto, Resort
Funding, Inc. will move this Court on August 13, 1998, or as soon thereafter as
counsel may be heard, for an order:
(i) pursuant to Federal Rule of Civil Procedure 60(b) and
Federal Rule of Bankruptcy Procedure 9024, to correct certain
mistakes by Resort Funding, Inc. which were incorporated into
the Court's Order, dated November 24, 1997, that authorized
Richard C. Breeden, as the duly appointed Chapter 11 trustee
of Bennett Funding Group, Inc. and other substantively
consolidated debtors in the above-captioned case, to exchange
debt due to the Estate from Resort Funding, Inc. for shares of
Equivest Finance, Inc. common stock; and
(ii) for such other and further relief as the Court deems just
and proper.
Dated: New York, New York
July 29, 1998
SHEARMAN & STERLING
By: ____________________________
ARTHUR NORMAN FIELD*
599 Lexington Avenue
New York, NY 10022
Tel: (212) 848-4000
Fax: (212) 848-7179
Attorneys for Resort Funding, Inc.
* Admitted in the State of New York and in the Southern and Eastern
Districts of New York. Application for admission to the Northern
District of New York is pending.
<PAGE>
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF NEW YORK
- -------------------------------------------------x
IN RE: : Return Date
: August 13, 1998, 11:00 a.m.
THE BENNETT FUNDING GROUP, INC., : CASE NO. 96-61376
: Chapter 11
Debtor. : Substantively Consolidated
- -------------------------------------------------x
MOTION BY RESORT FUNDING, INC. TO CORRECT ORDER
Resort Funding, Inc. ("RFI-2") (a wholly owned subsidiary of Equivest
Finance, Inc. ("Equivest")), by its attorneys, Shearman & Sterling, pursuant to
Federal Rule of Civil Procedure 60(b) and Federal Rule of Bankruptcy Procedure
9024, hereby moves the Court to correct certain mistakes by RFI-2 which were
incorporated into the Court's Order, dated November 24, 1997 (the "Order").(1)
The Order authorized Richard C. Breeden, as the duly appointed Chapter 11
trustee (the "Trustee") of Bennett Funding Group, Inc. ("BFG"), Bennett
Management & Development Corporation ("BMDC"), Resort Services Company, Inc.
("RFI-1"), and other substantively consolidated debtors in the above-captioned
case (collectively, the "Debtors"), to exchange all of the debt due to the
Estate from RFI-2 under certain notes for shares of Equivest common stock.
Specifically, RFI-2 seeks to amend the Order to correct certain mistakes
described below so that: (1) the Estate is authorized to receive additional
shares of Equivest common stock to account for a miscalculation of the
outstanding RFI-2 debt as of the
- ------
1. A copy of the Order is attached as Exhibit 1. Also, a copy of the Trustee's
Motion for the Order and supporting papers is attached as Exhibit 6.
1
<PAGE>
date of recapitalization; and (2) the Estate is authorized to execute and
deliver any title or other documents necessary and appropriate to convey to
RFI-2 bare legal title to certain property owned by RFI-2 (for which the RFI-2
has paid full value) that the Estate, by virtue of the debt repayment, has no
justification to retain, and which is of no value to the Estate.
PRELIMINARY STATEMENT
1. On November 24, 1997, the Court approved the Trustee's plan to exchange
$24,970,078.55 in debt owed by RFI-2 to the Debtors for 4,645,596 shares
($5.375/share)(2) of common stock in Equivest, RFI-2's publicly traded parent
company (the "Debt/Equity Swap"). The debt of RFI-2 to BFG so exchanged was
intended to be all of the RFI-2 debt to BFG known at the time. This debt arose
primarily from the pre-bankruptcy financing by BFG of RFI-2 to enable RFI-2 to
conduct its development loan and receivables purchase business. This motion
seeks more fully to implement the exchange by correcting two mistakes made by
RFI-2 in connection with the Debt/Equity Swap.
2. The first mistake was an improper credit of $360,732.51 that RFI-2 had
mistakenly made against the note payable to BFG. It was detected only after the
Debt/Equity Swap. By authorizing the Trustee to exchange this outstanding debt
for 67,113 shares of Equivest common stock, BFG will be put in the same position
it would have occupied had the additional debt been discovered prior to the
Debt/Equity Swap.
3. The second mistake was the failure on the part of RFI-2 to seek the
release of bare legal title to certain property of RFI-2 held by the Estate when
the obligations of RFI-2 to
- ------
2. The closing price of the common stock of Equivest on July 29, 1998 was
$8.00 per share.
2
<PAGE>
the Estate were satisfied. The Estate holds bare legal title, solely as nominee,
to certain mortgages and contracts issued in connection with development loans
and receivables purchased by RFI-2 for full value prior to the bankruptcy
filing. RFI-2's failure to seek release of the Estate's rights in connection
with the Order has become an impediment to RFI-2's normal business operations.
For example, such failure causes RFI-2 to be unable to properly provide
satisfactions of mortgages and other title documents when borrowers pay off
their loans. The relationship of the Order to title was not resolved by RFI-2
through inadvertence. The Order authorizing the Debt/Equity Swap should also
have authorized (or ordered) the Trustee to transfer record title of this
property to RFI-2, but did not. In order to clear title, such an order is
required.
BACKGROUND
4. The Bennett Funding Group Case was commenced with the filing, in this
Court, of various voluntary and involuntary petitions in March and April 1996 by
or against the following corporations: (1) BFG; (2) BMDC; (3) RFI-1; (4) Bennett
Receivables Corp.; (5) Bennett Receivables Corp. II; (6) The Processing Center,
Inc. ("TPC-2"); (7) American Marine International, Limited and (8) Aloha Capital
Corporation. By Order dated July 25, 1997, the Court substantively consolidated
the Debtors' estates.
5. By an Order of the Court dated April 18, 1996, Richard C. Breeden was
duly appointed trustee in the Bennett Funding Group Case.
6. RFI-2(3) is a Delaware corporation which is wholly owned by Equivest, a
- ------
3. References herein to RFI-2 include the corporation under its prior
names: The Processing Center, Inc. ("TPC-1") and Bennett Funding
International Ltd. ("BFIL").
3
<PAGE>
publicly held Florida corporation. Approximately 90% of the stock of Equivest is
owned by two of the Debtors, BMDC and BFG. Prior to its acquisition by Equivest,
RFI-2 was a wholly owned subsidiary of one of the Debtors, BFG. RFI-2 is and has
been in the business of making development loans to developers of time-share
resorts, and the purchase and financing of consumer paper resulting from
time-share sales by developers. Equivest acts as a holding company for RFI-2.
7. Neither RFI-2 nor its parent corporation, Equivest, are debtors in the
above-captioned case, and neither operates under Bankruptcy Code protection.
A. The Sofco-Mead Mistake
8. Subsequent to the Debt/Equity Swap, the Trustee discovered that the
amount RFI-2 owed to the Debtors was in fact slightly higher (by $360,732.51, or
1.4%) than had been calculated for the purpose of the Debt/Equity Swap. After
discovery of the fact, the Trustee informed the Creditors Committee of the
Estate and the independent directors of Equivest. The Trustee has demanded
correction of the mistaken offset. Having studied the facts giving rise to the
additional debt, and mindful of the fact that the intention was to exchange all
then-known debt of RFI-2 to BFG, Equivest has proposed to put the Debtors in
exactly the same positions they would have occupied had the additional debt been
discovered prior to the Debt/Equity Swap. To accomplish this, Equivest proposes
to correct the recapitalization amount in the Order on a nunc pro tunc basis by
providing for the exchange of the additional $360,732.51 in debt for 67,113
shares of common stock in Equivest. This exchange would thus occur at exactly
the same rate of exchange as that used in the Debt/Equity Swap, $5.375/share and
would be a nunc pro tunc exchange.
4
<PAGE>
9. The miscalculation giving rise to this situation occurred as follows.
The Sofco-Mead Employee Stock Ownership Plan ("Sofco-Mead"), an employee stock
ownership plan that was lending to both RFI-2 and the Debtors, loaned $410,111
to RFI-2 in January 1996. See Affidavit of Gerald L. Klaben, Jr., Chief
Financial Officer of Equivest, sworn to July 28, 1998 ("Klaben Aff.") P. 3,
attached as Exhibit 5. As collateral for the loan to RFI-2, Sofco-Mead received
a pledge of a partial interest in a time-share development project in which
RFI-2 also had an interest: the Coconut Palms Beach Resort acquisition and
development loan.
10. The majority of the Coconut Palms loan was repaid in February and March
of 1996. As a result, RFI-2 issued a check payable to Sofco-Mead for $360,732.51
relating to both the Coconut Palms project ($351,675.18) and another RFI-2
project in which Sofco-Mead had an interest, Plantation Cove ($9,057.33). Klaben
Aff. P. 4.
11. Before that check was sent to Sofco-Mead, however, RFI-2 received a fax
from Alan Jones of Crawford & Associates ("Crawford"), a loan broker who worked
extensively with the Debtors. The fax indicated that Sofco-Mead wanted the check
deposited in their "BFG Prime Conversion Account," a BFG investment account used
to hold short-term investments. RFI-2 deposited the check in Sofco-Mead's BFG
account as it believed it was instructed, delivering it to Paul Lynch of BFG on
March 15, 1996. Klaben Aff. P. 5.
12. When the remainder of the Coconut Palms loan was paid off in April 1996
(after the BFG bankruptcy filing), RFI-2 contacted Sofco-Mead for a release of
its claims on Coconut Palms. Klaben Aff. P. 6.
13. Sofco-Mead refused to provide a release, stating that it did not
instruct Crawford to have the $360,732.51 put into its BFG account and so still
considered that money to
5
<PAGE>
be due to Sofco-Mead from RFI-2. Klaben Aff. P. 7.
14. To induce Sofco-Mead to provide the release for the Coconut Palms
property, RFI-2 issued a new promissory note to Sofco-Mead in the amount of
$360,732.51, giving Sofco-Mead an interest in another RFI-2 project, the
Buckminster Hotel, as collateral. Klaben Aff. P. 8.
15. Upon issuing the promissory note to Sofco-Mead in August 1996, RFI-2
credited against its note payable to BFG for the amount of the new Sofco-Mead
note ($360,732.51) on the grounds that RFI-2 had previously provided BFG with an
identical amount of cash. Klaben Aff. P. 9. Because BFG was at that time in
bankruptcy, this offset should not have occurred. As a result of this incorrect
reduction in the amount of the note payable, the debt owed by RFI-2 to BFG as of
November 4, 1997 (the date motion to approve the Debt/Equity Exchange was filed)
was understated by $360,732.51. Klaben Aff. P. 9.
16. When the Buckminster Hotel project paid off its debt in March 1997,
RFI-2 paid off the Sofco-Mead note for $360,732.51 plus interest. Klaben Aff. P.
10.
17. This motion seeks to modify the Order and authorize the exchange of the
$360,732.51 in debt still owed by RFI-2 to BFG for 67,113 shares of stock. The
debt/equity exchange rate is $5.375 in debt/share of stock and would be deemed
to take place as of the original exchange date. This is the same exchange rate
used in the original Debt/Equity Exchange. As a result of this exchange, the
Debtors will be in the position they would have been in had additional debt been
discovered prior to the initial Debt/Equity Exchange.
6
<PAGE>
B. The Transfer of Title Mistake
18. Long-standing business practices within the Bennett Funding Group
caused two of the Debtors to be used as nominees for RFI-2 when RFI-2 made or
purchased development loans or purchased receivables pursuant to agreements with
developers. Such a practice is entirely appropriate and creates no equitable
interest in the nominee. The Estate, as successor to the nominee Debtors,
currently holds the bare legal title to certain mortgages and contracts related
to the development loans and receivables that RFI-2 originated or purchased in
the ordinary course of its business, for full value, and prior to the filing of
this bankruptcy case.
19. The Debtors believed that the "Resort Funding" name had gained
recognition and acceptance among certain developers through use of that name by
RFI-1 in a related receivables business, and, therefore, was a valuable asset in
conducting a developer-based business. See Affidavit of Thomas Hamel, President
and Chief Operating Officer of RFI-2, sworn to July 28, 1998 ("Hamel Aff.") P.
3, attached as Exhibit 4. Accordingly, RFI-2 began conducting business as
"Resort Funding" and has continued to conduct its business in that name to this
date, although it has had other corporate names in this period. See Hamel Aff.
P.P. 3-4; Copies of RFI-2 Checks issued between Nov. 12, 1993 and Oct. 25,
1995, attached as Exhibit 8. Prior to August 1994, because RFI-2 used the
"Resort Funding" name to purchase all receivables, mortgages so purchased were
recorded in the RFI-1 name. All of these receivables were purchased solely with
RFI-2 funds. Hamel Aff. P. 4.
20. Similarly, mortgages related to development loans owned by RFI-2 were
recorded in the name of either RFI-1 or BMDC, both Debtors, as nominees. These
development loan mortgages followed a somewhat different path from the
receivables mortgages. In some
7
<PAGE>
cases loans were funded by BMDC. A transfer for full value to RFI-2 followed,
but without any change of record title from the BMDC name, resulting in a
nominee situation. See Exhibit 7 (BMDC Journal Entry, dated Aug. 16, 1994; TPC
(RFI-2) Journal Entry, dated June 9, 1994; Aloha (BFG) Journal Entry, dated June
9, 1994). In other cases the loan was funded by RFI-2 (or by BFG as lender to
RFI-2) when originated, but recorded in the RFI-1 name. Klaben Aff. P. 15.
21. RFI-2 paid full value for all of the receivables and development loans
it acquired. See Klaben Aff. P. 15. All of the receivables transactions and the
development loan transactions involved in this motion were funded directly by
RFI-2 (or were funded by BFG as RFI-2's lender), or were the subject of a full
value payment to BMDC at the time the assets were assigned to RFI-2. Klaben Aff.
P. 15. Moreover, RFI-2 undertook certain debt in connection with these
transactions. All outstanding debt was repaid in the Debt/Equity Swap. Thus, the
Debtors have received full value for the receivables and development loans, and
the receivables and development loans beneficially belong to RFI-2.
22. The property affected is the bare legal title to (a) mortgages relating
to receivables standing of record in the name of RFI-1 at the date of the
bankruptcy filing in this case (the "Nominee Receivables") (identified on
Schedule A which is attached as Exhibit 2) and certain additional limited
similar situations, and (b) the mortgages relating to development loans standing
of record in the name of either RFI-1 or BMDC on the date of the bankruptcy
filing in this case ("Nominee Development Loan Mortgages") (identified on
Schedule B which is attached as Exhibit 3). The customer balance of Nominee
Receivables on or about the filing date (March 29, 1996) was $21,504,169.45.
Klaben Aff. P. 14. The balance of Nominee Development Loans
8
<PAGE>
on or about March 29, 1996 was $5,289,287. Klaben Aff.P. 14.
23. As a matter of law, a party repaying debt is entitled to the return of
any collateral held for it. In this case, bare legal title was not held as
security but rather was held under a nominee arrangement that was not operable.
Had the debt between RFI-2 and BFG been secured, RFI-2 would have demanded that
the Trustee release all collateral. Hamel Aff. P. 7. Although the debt involved
in the Debt/Equity Swap was unsecured, RFI-2 should have formally requested that
the party canceling the debt, the Estate, also surrender all record right, title
and interest in all property that related to that outstanding debt. Through
inadvertence, RFI-2 failed to make such a request. Hamel Aff. P. 7. Although the
Estate holds only bare legal title, its absence was a severe problem for RFI-2.
ARGUMENT
24. Federal Rule of Civil Procedure 60(b), which concerns "Relief From
Judgment or Order" for mistakes, states that "[o]n motion and upon such terms as
are just, the court may relieve a party or a party's legal representative from a
final judgment, order, or proceeding for the following reasons: (1) mistake,
inadvertence, surprise, or excusable neglect . . . ." FED. R. CIV. P. 60(b)(1).
Rule 60 applies in cases under the Code pursuant to Federal Rule of Bankruptcy
Procedure 9024. FED. R. BANKR. P. 9024.
25. As a threshold matter, a Rule 60(b) movant must show that: (1) the Rule
60(b) motion is timely; (2) the other parties will not suffer unfair prejudice
if the order is set aside; and (3) the claim is meritorious. See Heyman v. M.L.
Mktg. Co., 116 F.3d 91, 94 (4th Cir. 1997); National Credit Union Admin. Bd. v.
Gray, 1 F.3d 262, 264 (4th Cir. 1993). RFI-2 has met these threshold
considerations.
9
<PAGE>
26. Under Rule 60(b), motions to correct must be made within a reasonable
time and not more than one year after the order was entered. In this Case, the
original order was signed by the Court on November 24, 1997. The error in not
seeking authorization to transfer title was not realized until some time
afterwards. Due to the complexity of this Case, an eight-month lapse of time
between the Order and this motion is reasonable.
27. The other interested parties will not suffer unfair prejudice if the
Order is corrected because the correction puts the involved parties into the
positions that they had originally intended. The Debt/Equity Swap was designed
to eliminate all of RFI-2's outstanding debt to BFG with the exchange of stock.
Because of an accounting error, not all of that debt was included in the
Debt/Equity Swap. This motion corrects that oversight. Second, the release of
legal title of the mortgages associated with the Nominee Development Loans and
Nominee Receivables -- property that is owned by RFI-2 -- causes no prejudice to
the Estate because, as discussed above, the Estate has no equitable interest in
that property and cannot dispose of it. In essence, this property is of no value
or benefit to the Estate and the Estate is not prejudiced by the surrender of
legal title, whether at an earlier or later time.(4)
28. As discussed above, both claims -- the miscalculation of the
outstanding debt as of the date of recapitalization and the inadvertent failure
to ask the Court to authorize a release of property of which RFI-2 is the
equitable owner -- are meritorious.(5)
- ------
4. It is expected that both the Trustee and the Official Committee of
Unsecured Creditors will support this Motion after they have completed
their due diligence research into the surrounding facts.
5. As part of a continuing program to dispose of Equivest/RFI claims
involving the Estate, the Equivest Board of Directors has authorized
transfer to the Estate of possible claims in insurance policies issued
by Generali U.S. Branch and Generali Underwriters, Inc. (collectively,
"Generali") that are the subject to an adversary proceeding brought by
the Trustee in this Case, Breeden v. Generali U.S. Branch, Adv. Proc.
No. 96-70195A, which is currently pending before the Court. RFI-2
believes that its alleged rights derive from the unintended reference
to its name in the policies.
10
<PAGE>
29. As to the Sofco-Mead mistake, it would be inconsistent with the Order
and inequitable for RFI-2 to be permitted to forgo repayment of $360,732.51 in
debt still owed to the Estate, and force the Estate to take further action to
collect on this debt. As to the transfer of title mistake, it would similarly be
inconsistent with the Order and inequitable for BMDC and RFI-1 to retain legal
title to property for which RFI-2 has fully paid.
WHEREFORE, RFI-2 respectfully requests that the Court enter an Order
in the form attached hereto:
(1) Authorizing the Trustee to adjust the recapitalization amount on a nunc
pro tunc basis by authorizing the exchange of the additional $360,732.51 in debt
for 67,113 shares of common stock in Equivest;
(2) Authorizing the Estate to convey to RFI-2 all of the Debtors' record
right, title and interest in the Nominee Receivables as described on Schedule A
(and certain limited additional situations, if any, described in the Order) and
the Nominee Development Loans as described on Schedule B, including any and all
of record liens, interests and documentation of whatever kind and description
appurtenant to or relating to record ownership of the property, or any record
rights therein, and to execute such documents as are reasonably necessary to
transfer any such rights and documentation to RFI-2; and
11
<PAGE>
(3) Granting such other and further relief as the Court deems just and
proper.
Dated: New York, New York
July 29, 1998
SHEARMAN & STERLING
By: ____________________________
ARTHUR NORMAN FIELD*
GEORGE J. WADE*
RICHARD A. LINGG (509443)
599 Lexington Avenue
New York, NY 10022
Tel: (212) 848-4000
Fax: (212) 848-7179
Attorneys for Resort Funding, Inc.
* Admitted in the State of New York and in the Southern and Eastern
Districts of New York. Application for admission to the Northern
District of New York is filed and pending.
12
<PAGE>
UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF NEW YORK
- --------------------------------------------------x
IN RE: :
: CASE NO. 96-61376
THE BENNETT FUNDING GROUP, INC., :
: Chapter 11
Debtor. : Substantively Consolidated
- --------------------------------------------------x
ORDER CORRECTING ORDER DATED NOVEMBER 24, 1997
Upon consideration of the motion of Resort Funding, Inc. for an Order,
under Federal Rule of Civil Procedure 60(b) and Federal Rule of Bankruptcy
Procedure 9024, correcting the November 24, 1997 Order of this Court which
approved the plan of the Trustee to exchange $24,970,078.55 in debt owed by
Resort Funding, Inc. to the Debtors for 4,645,596 shares of common stock in
Equivest Finance, Inc. ("Equivest"), Resort Funding, Inc.'s publicly traded
parent company (the "Debt/Equity Swap"),
IT IS ORDERED that Richard C. Breeden, as Trustee, be, and he hereby is,
authorized to adjust the recapitalization amount of the Debt/Equity Swap on a
nunc pro tunc basis by authorizing the exchange of the additional $360,732.51 in
debt for 67,113 shares of common stock in Equivest,
IT IS ALSO ORDERED that Richard C. Breeden, as Trustee, be, and he hereby
is, authorized to execute and deliver any title or other documents necessary and
appropriate to convey to Resort Funding, Inc. all of the Debtors' record right,
title and interest in the Nominee Receivables and the Nominee Development Loans
as described on Schedule A and Schedule B to Resort Funding, Inc.'s Motion to
Correct Order, including any and all of record liens, interests and
documentation of whatever kind and description appurtenant to or relating to
record
<PAGE>
ownership of the property, or any record rights therein, and
IT IS FURTHER ORDERED that Richard C. Breeden, as Trustee, be, and he
hereby is, authorized to take similar action with respect to other receivables
paid for entirely by Resort Funding, Inc., in a face amount not exceeding
$250,000 in the aggregate, that are hereafter found to stand in the name of a
nominee who is a Debtor, but only if there is specific consent, in each case, by
the Trustee and the Official Committee of the Unsecured Creditors, and upon 10
days notice to this Court.
IT IS SO ORDERED.
Dated at Utica, New York
this day of August, 1998
____________________________________
STEPHEN D. GERLING
Chief of U.S. Bankruptcy Judge
