UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )
Equivest Finance, Inc.
----------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.05 per share
----------------------------------------------------
(Title of Class of Securities)
29476H403
----------------------------------------------------
(CUSIP Number)
Eric C. Cotton, Esq.
General Counsel
Equivest Finance, Inc.
2 Clinton Square
Syracuse, New York 13202
(315) 422-9088
----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 18, 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 |_|.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 5 Pages)
<PAGE>
- ------------------- -----------------
CUSIP No. 29476H403 13D Page 2 of 5 Pages
- ------------------- -----------------
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Richard C. Breeden, as Trustee
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds
OO, PF
- --------------------------------------------------------------------------------
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
- --------------------------------------------------------------------------------
7 Sole Voting Power
Number of
Shares 19,473,881
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
19,473,881
--------------------------------------------------------
10 Shared Dispositive Power
0
--------------------------------------------------------
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,473,881
- --------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
89.1%
- --------------------------------------------------------------------------------
14 Type of Reporting Person
OO, IN
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 5 Pages
Item 1. Security and Issuer.
This statement relates to the Common Stock, $0.05 par value per share (the
"Shares"), of Equivest Finance, Inc. ("Equivest"). Equivest's address is 2
Clinton Square, Syracuse, New York, 13202.
Item 2. Identity and Background
The name and business address of the person filing this statement is
Richard C. Breeden, 2 Clinton Square, Syracuse, New York, 13202. Mr. Breeden
serves as trustee in bankruptcy (the "Trustee") for Bennett Management &
Development Corporation ("BMDC"), Bennett FUnding Group, Inc. ("BFG") and
certain other related debtors.
Mr. Breeden neither has been convicted in a criminal proceeding, nor was
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
Mr. Breeden is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Breeden has acquired 19,470,881 Shares as Trustee for BMDC and BFG. On
November 14, 1997, Mr. Breeden also acquired 3,000 Shares in his individual
capacity with personal funds.
Item 4. Purpose of Transaction.
On March 29, 1996, BMDC and BFG filed voluntary petitions for
reorganization (Case Nos. 96-61376 and 96-61379, respectively) under Chapter 11
of the United States Bankruptcy Code in the United States Bankruptcy Court for
the Northern District of New York (the "Bankruptcy Court"). On April 18, 1996,
the U.S. Department of Justice appointed, and the Bankruptcy Court approved, Mr.
Breeden as Trustee for BMDC and BFG, as well as for certain other related
debtors. Mr. Breeden has acquired 19,470,881 Shares as Trustee.
The Trustee intends to exercise his rights as majority shareholder of
Equivest. Depending upon the results of Equivest and Bankruptcy Court
proceedings, the Trustee may acquire additional Shares or dispose of some or all
of the Shares then held by him. See also Item 6.
<PAGE>
Page 4 of 5 Pages
Item 5. Interest in Securities of the Issuer.
Mr. Breeden is the beneficial owner of 19,473,881 Shares representing
89.1% of the outstanding Shares. Mr. Breeden has sole power to vote and to
direct the disposition of the Shares he holds.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
On December 23, 1997, Mr. Breeden was granted 79,200 incentive stock
options ("ISOs") and 120,800 non-qualified stock options ("NQSOs") of the
Company under the Equivest Finance Inc. 1997 Long Term Incentive Plan. Both the
ISOs and the NQSOs vest in four equal annual installments beginning on December
23, 1998, and each ISO and NQSO is exercisable at a price of $5.05 for one
Share. Pursuant to an order issued by the Bankruptcy Court, Mr. Breeden holds
the ISOs and the NQSOs for the benefit of the estates of BMDC and BFG.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Equivest Finance Inc. 1997 Long Term Incentive Plan
<PAGE>
Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this Statement on
Schedule 13D is true, complete and correct.
DATED: March 12, 1998
/s/ Richard C. Breeden
----------------------------------------
Name: Richard C. Breeden, as Trustee
<PAGE>
EXHIBIT 1
EQUIVEST FINANCE, INC.
1997 LONG TERM INCENTIVE PLAN
1. Purpose of the Plan
The purpose of the Plan is to attract, retain and motivate selected
employees and directors who are in a position to have an impact on the results
of the operations of the business of the Company or one or more if its
Subsidiaries. The Company expects that it will benefit from the additional
incentive which such employees and directors will have to increase the value of
the Company's Shares as a result of the Plan.
2. Definitions
The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:
(a) Act: The Securities Exchange Act of 1934, as amended, or any
successor thereto.
(b) Award: An Option, Stock Appreciation Right, or Other Stock-Based
Award granted pursuant to the Plan.
(c) Board: The Board of Directors of the Company.
(d) Code: The Internal Revenue Code of 1986, as amended, or any
successor thereto.
(e) Committee: The Compensation Committee of the Board.
(f) Company: Equivest Finance, Inc.
(g) Disability: Except as otherwise provided by the Committee, the
inability to engage in any substantial gainful activity by reason of
a medically determinable physical or mental impairment which
constitutes a permanent and total disability, as defined in Section
22(e)(3) of the Code (or any successor section thereto). The
determination whether a Participant has suffered a Disability shall
be made by the Committee based upon such evidence as it deems
necessary and appropriate. A Participant shall not be considered
disabled unless he or she furnishes such medical or other evidence
of the existence of the Disability as the Committee, in its sole
discretion, may require.
<PAGE>
(h) Effective Date: September 1, 1997.
(i) Fair Market Value: On a given date, the arithmetic mean of the high
and low prices of the Shares as reported on such date on the
Composite Tape of the principal national securities exchange on
which such Shares are listed or admitted to trading, or, if no
Composite Tape exists for such national securities exchange on such
date, then on the principal national securities exchange on which
such Shares are listed or admitted to trading, or, if the Shares are
not listed or admitted on a national securities exchange, the
arithmetic mean of the per Share closing bid price and per Share
closing asked price on such date as quoted on the National
Association of Securities Dealers Automated Quotation System (or
such market in which such prices are regularly quoted), or, if there
is no market on which the Shares are regularly quoted, the Fair
Market Value shall be the value established by the Committee in good
faith. If no sale of Shares shall have been reported on such
Composite Tape or such national securities exchange on such date or
quoted on the National Association of Securities Dealers Automated
Quotation System on such date, then the immediately preceding date
on which sales of the Shares have been so reported or quoted shall
be used.
(j) ISO: An Option that is also an incentive stock option granted
pursuant to Section 6(d) of the Plan.
(k) LSAR: A limited stock appreciation right granted pursuant to Section
7(d) of the Plan.
(l) Option: A stock option granted pursuant to Section 6 of the Plan.
(m) Option Price: The purchase price per Share of an Option, as
determined pursuant to Section 6(a) of the Plan.
(n) Other Stock-Based Awards: Awards granted pursuant to Section 8 of
the Plan.
(o) Participant: An individual who is selected by the Committee to
participate in the Plan pursuant to Section 5 of the Plan.
(p) Performance-Based Awards: Certain Other Stock-Based Awards granted
pursuant to Section 8(b) of the Plan.
(q) Plan: The Equivest Finance, Inc. 1997 Stock Option Plan.
(r) Shares: Shares of common stock, par value $0.05 per share, of the
Company.
(s) Stock Appreciation Right: A stock appreciation right granted
pursuant to Section 7 of the Plan.
<PAGE>
(t) Subsidiary: A subsidiary corporation of the Corporation, as defined
in Section 424(f) of the Code (or any successor section thereto).
3. Shares Subject to the Plan
The total number of Shares that may be issued under the Plan is 1,600,000
shares. The maximum number of Shares for which Awards may be granted during a
calendar year to any one Participant shall be 400,000. The Shares may consist,
in whole or in part, of unissued Shares or treasury Shares. The issuance of
Shares or the payment of cash upon the exercise of an Award shall reduce the
total number of Shares available under the Plan, as applicable. Shares which are
subject to Awards which terminate or lapse may be granted again under the Plan.
4. Administration
The Plan shall be administered by the Committee, which may delegate its
duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who are each (a) "non-employee directors"
within the meaning of Rule 16b-3 under the Act (or any successor rule thereto)
and (b) "outside directors" within the meaning of Section 162(m) of the Code (or
any successor section thereto). The Committee shall have the authority to select
the Participants to be granted Awards under the Plan, the determine the size and
terms of an Award and to determine the time when grants of Awards will be made.
The Committee is authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan. Any decision of the Committee shall lie within its sole and absolute
discretion and shall be final, conclusive and binding on all parties concerned.
5. Eligibility
The Committee may, in its sole discretion, designate those person(s) who
shall be Participant(s) in the Plan. Participants shall be selected from among
the employees and directors of the Company and any of its Subsidiaries who are
in a position to have an impact on the results of the operations of the Company
or one or more of its Subsidiaries, provided that ISOs may only be granted to
employees of the Company or its Subsidiaries.
6. Terms and Conditions of Options
Options granted under the Plan shall be, as determined by the Committee,
non-qualified, incentive or other stock options for federal income tax purposes,
as evidenced by the related Option agreements. Options granted under the Plan
shall be subject to the following terms and conditions:
(a) Option Price. The Option Price per Share shall be determined by the
Committee.
<PAGE>
(b) Exercisability of Options. Options granted under the Plan shall be
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an Option be exercisable more than ten
years after the date it is granted.
(c) Method of Exercise. Except as otherwise provided in the Plan or in an
Award agreement, an Option may be exercised for all, or from time to time any
part, of the Shares for which it is then exercisable. For purposes of this
Section 6 of the Plan, the exercise date of an Option shall be the later of the
date a notice of exercise is received by the Company and, if applicable, the
date payment is received by the Company pursuant to clauses (i), (ii) or (iii)
in the following sentence. The purchase price for the Shares as to which an
Option is exercised shall be paid to the Company in full at the time of exercise
at the election of the Participant (i) in cash, (ii) in Shares having a Fair
Market Value equal to the aggregate Option Price for the Shares being purchased
and satisfying such other requirements as may be imposed by the Committee, (iii)
partly in cash and partly in such Shares, (iv) through the withholding of Shares
(which would otherwise be delivered to the Participant) with an aggregate Fair
Market Value on the exercise date equal to the aggregate Option Price or (v)
through the delivery or irrevocable instructions to a broker to deliver promptly
to the Company an amount equal to the aggregate Option Price for the Shares
being purchased. No Participant shall have any rights to dividends or other
rights of a stockholder with respect to Shares subject to an Option until the
Shares have been issued to the Participant. A Participant may, if and to the
extent permitted by the Committee, elect to defer payment of an Award.
(d) ISOs. The Committee may grant Options under the Plan that are intended
to be ISOs. Such ISOs shall comply with the requirements of Section 422 of the
Code (or any successor section thereto). No ISO may be granted to any
Participant who at the time of such grant, owns more than ten percent of the
total combined voting power of all classes of stock of the Company or of any
Subsidiary, unless (i) the Option Price for such ISO is at least 110% of the
Fair Market Value of a Share on the date the ISO is granted and (ii) the date on
which such ISO terminates is a date not later than the day preceding the fifth
anniversary of the date on which the ISO is granted. Any Participant who
disposes of Shares acquired upon the exercise of an ISO either (i) within two
years after the date of grant of such ISO or (ii) within one year after the
transfer of such Shares to the Participant, shall notify the Company of such
disposition and of the amount realized upon such disposition.
(e) Deferral. The Committee may develop procedures for a Participant to
defer receipt of Shares otherwise subject to Options granted hereunder.
7. Terms and Conditions of Stock Appreciation Rights
(a) Grants. The Committee also may grant (i) a Stock Appreciation Right
independent of an Option or (ii) a Stock Appreciation Right in connection with
an Option, or a portion thereof. A Stock Appreciation Right granted pursuant to
clause (ii) of the preceding sentence (A) may be granted at the time the related
Option is granted or at any time prior to the exercise or cancellation of the
related Option, (B) shall cover the same Shares covered by an Option (or such
lesser number of Shares as the Committee may determine) and (C) shall be subject
to the same terms and conditions as such Option
<PAGE>
except for such additional limitations as are contemplated by this Section 7 (or
such additional limitations as may be included in an Award agreement).
(b) Terms. The exercise price per Share of a Stock Appreciation Right
shall be an amount determined by the Committee but in no event shall such amount
be less than the greater of (i) the Fair Market Value of a Share on the date the
Stock Appreciation Right is granted or, in the case of a Stock Appreciation
Right granted in conjunction with an Option, or a portion thereof, the Option
Price of the related Option and (ii) an amount permitted by applicable laws,
rules, by-laws or policies of regulatory authorities or stock exchanges. Each
Stock Appreciation Right granted independent of an Option shall entitle a
Participant upon exercise to an amount equal to (i) the excess of (A) the Fair
Market Value on the exercise date of one Share over (B) the exercise price per
Share, times (ii) the number of Shares covered by the Stock Appreciation Right.
Each Stock Appreciation Right granted in conjunction with an Option, or a
portion thereof, shall entitle a Participant to surrender to the Company the
unexercised Option, or any portion thereof, and to receive from the Company in
exchange therefor an amount equal to (i) the excess of (A) the Fair Market Value
on the exercise date of one Share over (B) the Option Price per Share, times
(ii) the number of Shares covered by the Option, or portion thereof, which is
surrendered. The date a notice of exercise is received by the Company shall be
the exercise date. Payment shall be made in Shares or in cash, or partly in
Shares and partly in cash, valued at such Fair Market Value, all as shall be
determined by the Committee. Stock Appreciation Rights may be exercised from
time to time upon actual receipt by the Company of written notice of exercise
stating the number of Shares subject to an exercisable Option with respect to
which the Stock Appreciation Right is being exercised. No fractional Shares will
be issued in payment for Stock Appreciation Rights, but instead cash will be
paid for a fraction or, if the Committee should so determine, the number of
Shares will be rounded downward to the next whole Share.
(c) Limitations. The Committee may impose, in its discretion, such
conditions upon the exercisability or transferability of Stock Appreciation
Rights as it may deem fit.
(d) Limited Stock Appreciation Rights. The Committee may grant LSARs that
are exercisable upon the occurrence of specified contingent events. Such LSARs
may provide for a different method of determining appreciation, may specify that
payment will be made only in cash and may provide that any related Awards are
not exercisable while such LSARs are exercisable. Unless the context otherwise
requires, whenever the term "Stock Appreciation Right" is used in the Plan, such
term shall include LSARs.
8. Other Stock-Based Awards
(a) Generally. The Committee, in its sole discretion, may grant Awards of
Shares, Awards of restricted Shares and Awards that are valued in whole or in
part by reference to, or are otherwise based on the Fair Market Value of, Shares
(:Other Stock-Based Awards"). Such Other Stock-Based Awards shall be in such
form, and dependent on such conditions, as the Committee shall determine,
including, without limitation, the right to receive one or more Shares (or the
equivalent cash value of such Shares) upon the completion of a specified period
of service, the occurrence of an event and/or the
<PAGE>
attainment of performance objectives. Other Stock-Based Awards may be granted
alone or in addition to any other Awards granted under the Plan. Subject to the
provisions of the Plan, the Committee shall determine to whom and when Other
Stock-Based Awards will be made, the number of Shares to be awarded under (or
otherwise related to) such Other Stock-Based Awards; whether such Other
Stock-Based Awards shall be settled in cash, Shares or a combination of cash and
Shares; and all other terms and conditions of such Awards (including, without
limitation, the vesting provisions thereof).
(b) Performance-Based Awards. Notwithstanding anything to the contrary
herein, certain Other Stock-Based Awards granted under this Section 8 may be
granted in a manner which is deductible by the Company under Section 162(m) of
the Code (or any successor section thereto) ("Performance-Based Awards"). A
Participant's Performance-Based Award shall be determined based on the
attainment of written performance goals approved by the Committee for a
performance period established by the Committee (i) while the outcome for that
performance period is substantially uncertain and (ii) no more than 90 days
after the commencement of the performance period to which the performance goal
relates or, if less, the number of days which is equal to 25 percent of the
relevant performance period. The performance goals, which must be objective,
shall be based upon one or more of the following criteria: (i) consolidated
earnings before or after taxes (including earnings before interest, taxes,
depreciation and amortization ); (ii) net income; (iii) operating income; (iv)
earnings per Shares; (v) book value per Share; (vi) return on stockholders'
equity; (vii) expense management; (viii) return on investment; (ix) improvements
in capital structure; (x) profitability of an identifiable business unit or
product; (xi) maintenance or improvements of profit margins; (xii) stock price;
(xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow;
(xvii) working capital and (xviii) return on assets. The foregoing criteria may
relate to the Company, one or more of its Subsidiaries or one or more of its
divisions or units, or any combination of the foregoing, and may be applied on
an absolute basis and/or be relative to one or more peer group companies or
indices, or any combination thereof, all as the Committee shall determine. In
addition, to the degree consistent with Section 162(m) of the Code (or any
successor section thereto), the performance goals may be calculated without
regard to extraordinary items. The maximum amount of a Performance-Based Award
to any Participant with respect to a fiscal year of the Company shall be 400,000
Shares. The Committee shall determine whether, with respect to a performance
period, the applicable performance goals have been met with respect to a given
Participant and, if they have, to so certify and ascertain the amount of the
applicable Performance-Based Award. No Performance-Based Awards will be paid for
such performance period until such certification is made by the Committee. The
amount of the Performance-Based Award actually paid to a given Participant may
be less than the amount determined by the applicable performance goal formula,
at the discretion of the Committee. The amount of the Performance-Based Award
determined by the Committee for a performance period shall be paid to the
Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period; provided, however, that a Participant
may, if and to the extent permitted by the Committee and consistent with the
provisions of Section 162(m) of the Code, elect to defer payment of a
Performance-Based Award.
<PAGE>
9. Tax Withholding
The Committee shall have the right to require payment of any federal,
state, local or foreign income or other taxes required to be withheld with
respect to the exercise or payment of an Award. Unless the Committee specifies
otherwise, the Participant may elect to pay a portion or all of such withholding
taxes by (a) delivery in Shares or (b) having Shares withheld by the Company
from any Shares that would have otherwise been received by the Participant. The
number of Shares so delivered or withheld shall have an aggregate Fair Market
Value sufficient to satisfy the applicable withholding taxes.
10. Amendments or Termination
The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which, (a) without the approval of
the stockholders of the Company, would (except as is provided in Section 11 of
the Plan), (i) increase the total number of Shares reserved for the purposes of
the Plan, (ii) change the maximum number of Shares for which Awards may be
granted to any Participant, (iii) materially increase the benefits accruing to
Participants under the Plan or (iv) materially modify the eligibility
requirements for participation in the Plan, or (b) without the consent of a
Participant, would impair any of the rights or obligations under any Award
theretofore granted to such Participant under the Plan; provided, however, that
the Committee may amend the Plan in such manner as it deems necessary to permit
the granting of Awards meeting the requirements of the Code or other applicable
(United States or foreign) laws.
11. No Right to Employment
The granting of an Award under the Plan shall impose no obligation on the
Company or any Subsidiary to continue the employment of a Participant or to make
any additional Awards to the Participant and shall not lessen or affect the
Company's or Subsidiary's right to terminate the employment of such Participant.
12. Successors and Assigns
The Plan shall be binding on all successors and assigns of the Company and
a Participant, including, without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.
13. Nontransferability of Awards
Unless otherwise so provided by the Committee, an Award shall not be
subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means
<PAGE>
whether such disposition be voluntary or involuntary or by operation of law by
judgment, levy, attachment, garnishment or any other legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect.
14. Adjustments Upon Certain Events
Notwithstanding any provision in the Plan to the contrary, in the event of
any change in the outstanding Shares by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination
or exchange of Shares or other corporate exchange, or any distribution to
stockholders of Shares other than regular cash dividends, the Committee in its
sole discretion and without liability to any person may make such substitution
or adjustment, if any, as it deems to be equitable, as to (i) the number or kind
of Shares or other securities issued or reserved for issuance pursuant to the
Plan or pursuant to outstanding Awards, (ii) the Option Price and/or (iii) any
other affected terms of such Awards.
15. Choice of Law
The Plan shall be governed by and construed in accordance with the laws of
the State of New York, without regard to the choice of law provisions thereof.
16. Term of the Plan
The Plan shall be effective as of the Effective Date. No Award may be
granted under the Plan after the tenth anniversary of the date the Plan is
adopted by the Board, but Awards theretofore granted may extend beyond that
date.
