SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)<F1>
Equivest Finance, Inc.
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(Name of Issuer)
Common Stock, par value $0.05 per share
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(Title of Class of Securities)
29476H403
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(CUSIP Number)
Eric C. Cotton, Esq.
General Counsel
Equivest Finance, Inc.
2 Clinton Square
Syracuse, New York 13202
(315) 422-9088
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 1998
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(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(e), 13d-1(f) or 13d-
1(g), check the following box .
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-
7(b) for other parties to whom copies are to be sent.
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(Continued on following pages)
(Page 1 of 5 Pages)
[FN]
<F1> 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).
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CUSIP No. 29476H403 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 20,685,248
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
9 SOLE DISPOSITIVE POWER
20,685,248
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,685,248
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.1%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Items 3, 4 and 5 of the Statement filed pursuant to Rule 13d-1 under
Section 13(d) (the "Schedule 13D") of the Securities Exchange Act of 1934, as
amended, by Richard C. Breeden, as the trustee in bankruptcy (the "Trustee")
for The Bennett Funding Group, Inc. ("BFG") and Bennett Management &
Development Corp. ("BMDC"), on March 18, 1998, as amended by Amendment No. 1
filed on August 6, 1998, are amended and restated as set forth below.
Item 3. Source and Amount of Funds or Other Consideration.
The Trustee has acquired 20,685,248 shares of Common Stock, $0.05 par
value per share (the "Shares"). The Trustee initially acquired 7,121,285
Shares upon his appointment as Trustee on April 18, 1996. See Item 4.
Subsequent to such date, 600,000 additional Shares were returned to the
Trustee.
On October 30, 1997, the Trustee acquired (i) 4,645,596 Shares in
exchange for $24,970,078.55 of debt owed by Resort Funding, Inc., a wholly
owned subsidiary of Equivest, to BFG, (ii) 7,500,000 Shares upon the
conversion of 3,000 shares of Equivest's Convertible Preferred Stock, (iii)
23,721 Shares as a stock dividend on such shares of Convertible Preferred
Stock and (iv) 180,279 Shares as a stock dividend on the shares of Series 2
Preferred Stock held by him.
On March 31, 1998, the Trustee acquired 50,722 Shares as a stock
dividend on the shares of Series 2 Preferred Stock held by him.
On July 15, 1998, Mr. Breeden donated to Syracuse University the 3,000
Shares that he had acquired on November 14, 1997 with personal funds.
On July 6, 1998, the Trustee acquired 25,532 Shares as a stock dividend
on the shares of Series 2 Preferred Stock held by him.
On September 8, 1998, the Trustee acquired control of 67,113 Shares in
exchange for $360,732.51 of debt of Resort Funding, Inc. pursuant to a court
order retroactively adjusting the earlier exchange of debt of Resort Funding,
Inc. for Shares as of November 24, 1997.
On December 3, 1998, the Trustee acquired control if 271,000 Shares
pursuant to a settlement agreement relating to certain obligations owed to
BFG and BMDC.
On December 10, 1998, 200,000 Shares were returned to the Trustee by
Kenneth P. Kasarjian.
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
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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 20,685,248 Shares as
Trustee.
On July 10, 1998, the Trustee filed a motion in the Bankruptcy Court to
sell all the Shares held by the Trustee in a registered public offering.
Such motion was approved on September 24, 1998.
Item 5. Interest in Securities of the Issuer.
The Trustee is the beneficial owner of 20,685,248 Shares representing
82.1% of the outstanding Shares. The Trustee has sole power to vote and to
direct the disposition of the Shares he holds, subject to approval of the
Bankruptcy Court for the Northern District of New York, which must approve
any such action.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement (relating to the Statement on Schedule 13D for Equivest Finance,
Inc.) is true, complete and correct.
DATED: December 23, 1998
/s/ Richard C. Breeden
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Name: Richard C. Breeden, as Trustee
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