<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
BANYAN MORTGAGE INVESTMENT FUND
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
06682P106
- --------------------------------------------------------------------------------
(CUSIP Number)
Kenneth L. Uptain, President
RGI Holdings, Inc.
U.S. Bank Centre
1420 5th Avenue, 42nd Floor
Seattle, Washington 98101-2333
(206) 464-0200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 1, 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.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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).
Exhibit Index is on Page 22
<PAGE>
SCHEDULE 13D
CUSIP No. 06682P106 Page 2 of Pages
--------- ------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Kjell I. Rokke
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Norway
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,626,666
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,626,666
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,626,666
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
2
<PAGE>
SCHEDULE 13D
CUSIP No. 06682P106 Page 3 of Pages
--------- ------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
RGI (Antilles) N.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,626,666
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,626,666
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,626,666
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC,CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
3
<PAGE>
SCHEDULE 13D
CUSIP No. 06682P106 Page 4 of Pages
--------- ------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
RGI (Europe) B.V.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,626,666
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,626,666
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,626,666
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC,CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
4
<PAGE>
SCHEDULE 13D
CUSIP No. 06682P106 Page 5 of Pages
--------- ------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
RGI (Denmark) ApS
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Denmark
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,626,666
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,626,666
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,626,666
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC,CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
5
<PAGE>
SCHEDULE 13D
CUSIP No. 06682P106 Page 6 of Pages
--------- ------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Resource Group International Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 160,000
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,466,666
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 160,000
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,466,666
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,626,666
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC,CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
6
<PAGE>
SCHEDULE 13D
CUSIP No. 06682P106 Page 7 of Pages
--------- ------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
RGI Real Estate, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,466,666
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
7,466,666
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,466,666
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC,CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
7
<PAGE>
SCHEDULE 13D
CUSIP No. 06682P106 Page 8 of Pages
--------- ------------------
- --------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
RGI Holdings, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Washington
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,466,666
---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,466,666
---------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,466,666
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /x/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
8
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value $0.01 per share ("Common
Stock"), of Banyan Mortgage Investment Fund, a Delaware corporation ("Banyan").
The address of the principal executive offices of Banyan is 150 South Wacker
Drive, Suite 2900, Chicago, Illinois 60606.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of:
(1) Kjell I. Rokke ("Mr. Rokke"), a citizen of Norway and the owner
of approximately 70.5% of the outstanding capital stock of RGI
(Antilles) N.V., a Netherlands Antilles limited liability company
("RGI Antilles");
(2) RGI Antilles;
(3) RGI (Europe) B.V., a Netherlands corporation and wholly-owned
subsidiary of RGI Antilles ("RGI Europe");
(4) RGI (Denmark) ApS, a Danish limited liability company and wholly-
owned subsidiary of RGI Europe ("RGI Denmark");
(5) Resource Group International Inc., a Washington corporation and
wholly-owned subsidiary of RGI Denmark ("RGI International");
(6) RGI Real Estate, Inc., a Washington corporation and wholly-owned
subsidiary of RGI International ("RGI Real Estate"); and
(7) RGI Holdings, Inc., a Washington corporation and 75%-owned
subsidiary of RGI Real Estate ("RGI Holdings").
RGI Antilles, RGI Europe, RGI Denmark, RGI International, RGI Real Estate
and RGI Holdings are hereinafter collectively referred to as the "RGI Entities".
RGI Antilles is the ultimate parent holding company of numerous entities engaged
in various businesses, including (1) seafood operations, (2) shipyard and
material handling businesses, (3) the distribution of sporting goods, office
supplies and other products, (4) the ownership and development of real estate
and (5) finance operations. RGI Europe, RGI Denmark, RGI International and RGI
Real Estate are intermediate holding companies for various entities engaged in
such businesses. RGI Holdings was organized to serve as a holding company for
investments in entities engaged in the ownership and development of real estate
and related assets.
Page 9 of 22 Pages
<PAGE>
Mr. Rokke's business address is 83 Shirley Street, Nassau, Bahamas.
The address of the principal business and principal offices of RGI Antilles
is 6 John B. Gorsiraweg, Curacao, Netherlands Antilles.
The address of the principal business and principal offices of RGI Europe
is Kneuterdijk 15, 2524 EM, The Haag, The Netherlands.
The address of the principal business and principal offices of RGI Denmark
is Runsted Strandvej 62B, DK-2960 Rungsten Kyst, Denmark.
The address of the principal business and principal offices of RGI
International, RGI Real Estate and RGI Holdings is 1420 Fifth Avenue, 42nd
Floor, Seattle, Washington 98101-2333.
On October 1, 1996 RGI Antilles entered into a merger agreement with Aker
ASA, a norwegian corporation. If the merger is approved by the shareholders of
both RGI Antilles and Aker ASA, the RGI Antilles shareholders will own
approximately 57% of the voting stock and 49.2% of the capital stock of the
surviving corporation. Kjell I. Rokke will own approximately 38% of the voting
stock and 33.3% of the capital stock of the surviving corporation.
(a) - (c) & (f)
The following sets forth with respect to each Managing Director of RGI ANTILLES
his or its name, residence or principal business address, and citizenship or
place of organization:
Kjell I. Rokke
83 Shirley Street
Nassau, Bahamas
(Norwegian citizen)
Bjorn R. Gjelsten
Beddingen 20
0250 Oslo, Norway
(Norwegian citizen)
Kenneth L. Uptain
1420 5th Avenue, 42nd Floor
Seattle, WA 98101-2333
(U.S. citizen)
David A. Herrick
1420 Fifth Avenue, 42nd Floor
Seattle, WA 98101-2333
(U.S. citizen)
Page 10 of 22 Pages
<PAGE>
Bernt O. Bodal
2025 First Avenue, Suite 900
Seattle, WA 98121
(U.S. citizen)
MeesPierson Trust (Curacao) N.V.
14 John B. Gorsiraweg
P.O. Box 3889
Curacao, Netherlands Antilles
(Netherlands Antilles limited liability company)
The following sets forth with respect to each Managing Director of RGI EUROPE
his or its name, residence or principal business address, and citizenship or
place of organization:
Kjell I. Rokke
83 Shirley Street
Nassau, Bahamas
(Norwegian citizen)
Bjorn R. Gjelsten
Beddingen 20
0250 Oslo, Norway
(Norwegian citizen)
MeesPierson Trust B.V.
Kneuterdijk 15
P.O. Box 188
2501 AR The Hague
The Netherlands
(Netherlands corporation)
NOTE: RGI ANTILLES AND RGI EUROPE HAVE ENTERED INTO MANAGEMENT AGREEMENTS WITH
MEESPIERSON TRUST (CURACAO) N.V. AND MEESPIERSON TRUST B.V., RESPECTIVELY, FOR
THE PURPOSE OF LOCAL LEGAL REQUIREMENTS AND PRACTICAL NEEDS. UNDER NETHERLANDS
ANTILLES LAW, A COMPANY CAN ONLY CARRY ON A BUSINESS IN THE NETHERLANDS ANTILLES
IF SUCH A COMPANY HAS A RESIDENCE PERMIT. FOR AN OFFSHORE COMPANY, SUCH AS RGI
ANTILLES, IT IS REQUIRED THAT THE COMPANY HAVE AT LEAST ONE MANAGING DIRECTOR
THAT IS A RESIDENT OF THE NETHERLANDS ANTILLES. THROUGH THE APPOINTMENT OF
MEESPIERSON TRUST (CURACAO) N.V., THIS REQUIREMENT HAS BEEN SATISFIED.
MEESPIERSON TRUST (CURACAO) N.V., AS MANAGING DIRECTOR, PROVIDES A REGISTER
OFFICE FOR RGI ANTILLES, AS WELL AS ADMINISTRATIVE AND CLERICAL SERVICES. THE
LEGAL REQUIREMENTS IN THE NETHERLANDS ARE SUBSTANTIALLY SIMILAR. CONSEQUENTLY,
MEESPIERSON TRUST B.V. SERVES AS A MANAGING DIRECTOR OF RGI EUROPE TO COMPLY
WITH APPLICABLE LEGAL REQUIREMENTS AND ALSO PROVIDES SIMILAR ADMINISTRATIVE AND
CLERICAL SERVICES.
Page 11 of 22 Pages
<PAGE>
The following sets forth with respect to each director of RGI DENMARK his name,
residence or principal business address, and citizenship:
Kjell I. Rokke
83 Shirley Street
Nassau, Bahamas
(Norwegian citizen)
Bjorn R. Gjelsten
Beddingen 20
0250 Oslo, Norway
(Norwegian citizen)
Fleming Heegaard
Runsted Strandvej 62B
DK-2960 Rungsten Kyst
Denmark
(Danish citizen and an attorney in private practice)
The following sets forth with respect to each executive officer and director of
RGI INTERNATIONAL his name, position(s) with such company, residence or
principal business address, and citizenship:
Kjell I. Rokke
President and Director - RGI International
83 Shirley Street
Nassau, Bahamas
(Norwegian citizen)
Bjorn R. Gjelsten
Vice President and Director - RGI International
Beddingen 20
0250 Oslo, Norway
(Norwegian citizen)
David A. Herrick
Treasurer and Director - RGI International
1420 Fifth Avenue, 42nd Floor
Seattle, WA 98101-2333
(U.S. citizen)
Page 12 of 22 Pages
<PAGE>
Bernt O. Bodal
Director - RGI International
2025 First Avenue, Suite 900
Seattle, WA 98121
(U.S. citizen)
Kenneth L. Uptain
Director - RGI International
1420 5th Avenue, 42nd Floor
Seattle, WA 98101-2333
(U.S. citizen)
Olav Revhaug
Secretary - RGI International
1420 Fifth Avenue, 42nd Floor
Seattle, WA 98101-2333
(Norwegian citizen)
The following sets forth with respect to each executive officer and director of
RGI REAL ESTATE his name, position(s) with such company, residence or principal
business address, and citizenship:
Kenneth L. Uptain
President and Director - RGI Real Estate
1420 5th Avenue, 42nd Floor
Seattle, WA 98101-2333
(U.S. citizen)
Kjell I. Rokke
Vice President and Director - RGI Real Estate
83 Shirley Street
Nassau, Bahamas
(Norwegian citizen)
David A. Herrick
Secretary and Treasurer - RGI Real Estate
1420 Fifth Avenue, 42nd Floor
Seattle, WA 98101-2333
(U.S. citizen)
Page 13 of 22 Pages
<PAGE>
Jan Petter Storetvedt
Director - RGI Real Estate
Box 4538 Torshov
0404 Oslo, Norway
(Norwegian citizen and business executive)
The following sets forth with respect to each executive officer and director of
RGI HOLDINGS his name, position(s) with such company, present principal
occupation (if other than with the RGI Entities), principal business address,
and citizenship:
Kenneth L. Uptain
President, Treasurer and Director - RGI Holdings
1420 5th Avenue, 42nd Floor
Seattle, WA 98101-2333
(U.S. citizen)
David A. Herrick
Vice President and Secretary - RGI Holdings
1420 Fifth Avenue, 42nd Floor
Seattle, WA 98101-2333
(U.S. citizen)
Kjell I. Rokke
Director - RGI Holdings
83 Shirley Street
Nassau, Bahamas
(Norwegian citizen)
Jan Petter Storetvedt
Director - RGI Holdings
Box 4538 Torshov
0404 Oslo, Norway
(Norwegian citizen and business executive)
(d) - (e)
During the last five years, none of the RGI Entities and, to the best of their
knowledge, none of their respective executive officers, directors and/or
managing directors (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceedings 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.
Page 14 of 22 Pages
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On each of the dates set forth below, RGI International acquired 160,000 shares
of Banyan Common Stock for $0.46875 per share or an aggregate purchase price of
$75,000. The source of funding for these acquisitions was the working capital
of RGI International. The dates and number of shares purchased were as follows:
1/19/96 2,600
1/22/96 3,100
1/23/96 74,300
1/22/96 18,800
1/25/96 10,800
1/26/96 2,600
1/29/96 18,500
1/30/96 3,200
1/31/96 26,100
The source of funding for RGI Holdings' acquisition of 7,466,666 shares of
Banyan Common Stock on May 21, 1996 for $0.46875 per share or an aggregate of
$3,500,000 was an intercompany loan made to it by RGI International. Interest
at a rate of LIBOR plus 1% accrues and is payable quarterly, and all principal
together with any accrued but unpaid interest is due and payable at the term of
the loan. Such loan is unsecured. A copy of the promissory note is attached to
this Schedule as Exhibit 2, and the above description is qualified in its
entirety by reference to such Exhibit 2, which is incorporated herein by
reference in its entirety.
ITEM 4. PURPOSE OF TRANSACTION.
Pursuant to an Agreement and Plan of Merger dated as of April 12, 1996, as
amended and restated as of May 20, 1996, and further amended as of September 17,
1996, by and among RGI Holdings, RGI U.S. Holdings, Inc., a wholly owned
subsidiary of Holdings ("RGI/US"), and Banyan (the "Merger Agreement"): (i) on
May 21, 1996 (the "Initial Closing") RGI Holdings purchased from Banyan in a
private placement 7,466,666 shares of Banyan Common Stock at a purchase price of
$.46875 per share, as a result of which RGI Holdings beneficially owns
approximately 15.8% of the total outstanding capital stock of Banyan; (ii) RGI
Holdings purchased from several institutional lenders for whom Morgens,
Waterfall, Vintiadis & Co., Inc. acted as agent, a loan previously made to
Banyan in the original principal amount of $20,500,000, the terms and conditions
of which were modified by agreement of the parties to cure or waive certain
defaults; and (iii) RGI Holdings purchased from Societe Generale, Southwest
Agency, a loan previously made to Banyan in the original principal amount of
$7,000,000, the terms and conditions of which were modified by agreement of the
parties to cure or waive certain defaults.
Subject to the fulfillment of the terms and conditions set forth in the Merger
Agreement, including stockholder approval of the merger, RGI/US will be merged
with and into Banyan in accordance with the General Corporation Law of the State
of Delaware and the Washington Business Corporation Act, the separate existence
of RGI/US will cease, and
Page 15 of 22 Pages
<PAGE>
Banyan will be the surviving corporation (the "Surviving Corporation"). In
connection therewith, each of the 1,000 issued and outstanding shares of RGI/US
common stock (all of which is held by RGI Holdings) will be converted into
4,386,986 newly-issued shares of Banyan Common Stock (the "Exchange Ratio").
The Exchange Ratio is subject to certain downward adjustments in the event of an
decline in the value of RGI/US stock in an amount equal to or greater than 10%.
Upon consummation of the Merger, assuming no adjustment to the Exchange Ratio,
RGI Holdings (and the related RGI Entities) will beneficially own approximately
75% of the outstanding common stock of the Surviving Corporation.
A copy of the amendment to the Merger Agreement is attached to this Schedule as
Exhibit 4 and the above description of the Merger Agreement is qualified in its
entirety by reference to Exhibit 1 (previously filed) and Exhibit 4, which are
incorporated by reference in their entirety.
Pursuant to the Merger Agreement at the Initial Closing, Mr. Kenneth Uptain, the
president and a director of both RGI/US and RGI Holdings, was elected to fill a
vacancy on the Banyan Board of Directors. The Banyan Board of Directors also
consists of Banyan's two outside directors, Messrs. Wallace Auch and Robert
Ungerlieder. Mr. Uptain owns 1.21% of the outstanding stock of RGI Antilles and
is a Managing Director of RGI Antilles, a Director of RGI International, and the
President and a Director of RGI Real Estate.
Pursuant to the Merger Agreement, Banyan stockholders will also be asked to vote
on amending Banyan's Certificate of Incorporation to reclassify, combine and
convert each 25 issued and outstanding shares of Banyan Common Stock into one
issued and outstanding share (the "Reverse Split") and to vote on adding an
additional outside and inside director to the Board. If stockholders approve
the amendments to the Surviving Corporation's Certificate of Incorporation and
Bylaws, the Board of Directors will no longer be classified and all directors
will be elected annually. Stockholders of Banyan will also vote on certain
amendments to the Surviving Corporation's Certificate of Incorporation and
Bylaws, including amending the Surviving Corporation's Bylaws to allow further
amendments by a vote of the holders of a majority of outstanding shares as
opposed to 80%.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Based upon the 39,822,304 shares of Banyan Common Stock outstanding as disclosed
on Banyan's Quarterly Report in Form 10-Q for the Quarter ended March 31, 1996:
RGI Holdings beneficially owns 7,466,666 shares of Banyan Common Stock,
which constitutes approximately 15.8% of the outstanding shares of Banyan
Common Stock; and
Page 16 of 22 Pages
<PAGE>
RGI Real Estate, as the owner of 75% of RGI Holdings, may be deemed to
beneficially own the 7,466,666 shares of the Banyan Common Stock
beneficially owned by RGI Holdings. Each of RGI Holdings and RGI Real
Estate disclaims beneficial ownership of the 160,000 shares owned by RGI
International, a parent entity and the filing of this Schedule shall not be
construed as an admission that any such entity is the beneficial owner of
any securities covered by this Schedule.
RGI International beneficially owns 160,000 shares of Banyan Common Stock,
which constitutes approximately 0.34% of the outstanding shares of Banyan
Common Stock; in addition, RGI International, as an intermediate parent
holding company for RGI Holdings, may be deemed to beneficially own the
7,466,666 shares of Banyan Common Stock beneficially owned by RGI Holdings.
Each of RGI Antilles, RGI Europe and RGI Denmark, as parent holding
companies for RGI International (as well as Mr. Rokke, as the majority
shareholder of RGI Antilles, the ultimate parent holding company), may be
deemed to beneficially own the shares of Banyan Common Stock beneficially
owned by RGI International and RGI Holdings, all of which constitutes
7,626,666 shares of Banyan Common Stock or approximately 16.1% of the
outstanding shares of Banyan's Common Stock.
(b)
RGI Holdings has sole power to vote and dispose of 7,466,666 shares of Banyan
Common Stock. RGI Real Estate, as the 75%-parent corporation of RGI Holdings,
may be deemed to share the power to vote and dispose of the 7,466,666 shares of
Banyan Common Stock over which RGI Holding has sole voting and dispositive
power.
RGI International has sole power to vote and dispose of 160,000 shares of Banyan
Common Stock beneficially owned by it, and as a parent holding company of RGI
Real Estate, may be deemed to share the power to vote and dispose of the
7,466,666 shares of Banyan Common Stock over which RGI Real Estate has shared
voting and dispositive power.
Each of RGI Antilles, RGI Europe and RGI Denmark, as parent holding companies
for RGI International (as well as Mr. Rokke, as the majority shareholder of RGI
Antilles, the ultimate parent holding company), may be deemed to have shared
power to vote and dispose of the 7,626,666 shares of Banyan Common Stock over
which RGI International and/or RGI Holdings have sole or shared voting and
dispositive power.
(c)
Except as set forth in this Item 5, none of the RGI Entities nor to the best
knowledge of the RGI Entities, any of their respective executive officers or
directors has effected any transaction in shares of Banyan Common Stock during
the past 60 days.
Page 17 of 22 Pages
<PAGE>
(d)
As more fully described in Item 6 below, RGI Holdings has pledged the Banyan
Stock held by it to Fokus Bank ASA ("Fokus Bank") as security for a loan
agreement. Upon an "Event of Default" under the loan agreement, Fokus Bank may
receive all dividends from the 7,466,666 shares of Banyan Common Stock
beneficially owned by RGI Holdings and could sell such Banyan Common Stock in
accordance with applicable securities laws.
(e)
Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As described in Item 4, RGI Holdings presently anticipates that upon
consummation of the proposed merger it will hold a 75% equity interest in
Banyan.
RGI Holdings has pledged all of the 7,466,666 shares of Banyan Common Stock
beneficially owned by it to Fokus Bank as security for a loan agreement between
RGI Holdings and Fokus Bank. Upon the occurrence of an "Event of Default" under
the loan agreement, Fokus Bank could vote the Banyan shares or sell such shares
in accordance with applicable securities laws. A copy of the Pledge Agreement
is attached to this Schedule as Exhibit 3 and this description of the Pledge
Agreement is qualified in its entirety by reference to such Exhibit 3, which is
incorporated by reference in its entirety.
Goodman Financial Services ("Goodman") has provided financial advisory services
to RGI/US in connection with the acquisition of shares of Banyan and the Merger.
On August 6, 1996 an agreement with Goodman Financial Services, Inc. was entered
into and it is attached hereto as Exhibit 5 and incorporated by reference in its
entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following were filed as Exhibits to the initial Schedule 13D and are not
restated pursuant to Rule 13d-2(c):
Exhibit 1 Agreement and Plan of Merger among RGI/US,
Holdings and Banyan, dated as of April 12, 1996 as
amended and restated on May 20, 1996.
Incorporated by reference to Exhibit 2 (i) to the
Banyan Current Report on Form 8-K filed on May 29,
1996.
Page 18 of 22 Pages
<PAGE>
Exhibit 2 Promissory Note for Initial Shares
Exhibit 3 Stock Pledge Agreement
The following are filed herewith as Exhibits to this Amendment No. 1 to Schedule
13D:
Exhibit 4 Amendment to Agreement and Plan of Merger among
RGI/US, Holdings and Banyan, dated as of September
17, 1996. Incorporated by reference to Exhibit
2.1 to the Banyan Registration Statement on
Form S-4 filed on September 20, 1996. (File No.
333-12415)
Exhibit 5 Professional Services Agreement dated August 6,
1996 between RGI/US, RGI Holdings and Goodman
Financial Services, Inc.
Page 19 of 22 Pages
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated this 7th day of October, 1996
/s/ Kjell I. Rokke
----------------------------------------
Kjell I. Rokke
RGI (Antilles ) N.V.
By: /s/ Kjell I. Rokke
-------------------------------------
Name: Kjell I. Rokke
Its: Managing Director
RGI (Europe) B.V.
By: /s/ Kjell I. Rokke
-------------------------------------
Name: Kjell I. Rokke
Its: Managing Director
RGI (Denmark) ApS
By: /s/ Kjell I. Rokke
-------------------------------------
Name: Kjell I. Rokke
Its: Director
RESOURCE GROUP INTERNATIONAL, INC.
By: /s/ David A. Herrick
-------------------------------------
Name: David A. Herrick
Its: Treasurer
Page 20 of 22 Pages
<PAGE>
RGI REAL ESTATE, INC.
By: /s/ Kenneth L. Uptain
-------------------------------------
Name: Kenneth L. Uptain
Its: President
RGI HOLDINGS, INC.
By: /s/ Kenneth L. Uptain
-------------------------------------
Name: Kenneth L. Uptain
Its: President
Page 21 of 22 Pages
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
------- ----------- ----------
1 Agreement and Plan of Merger among RGI/US,
Holdings and Banyan, dated as of April 12, 1996
as amended and restated as of May 20, 1996.
Incorporated by reference to Exhibit 2(i) to
Banyan Current Report on Form 8-K filed on May
29, 1996 (File No. 1-9885). -
2 Promissory Note for Initial Shares *
3 Stock Pledge Agreement *
4 Amendment to Agreement and Plan of Merger among
RGI/US, Holdings and Banyan, dated as of
September 17, 1996. Incorporated by reference
to Exhibit 2.1 to the Banyan Registration
Statement on Form S-4 filed on September 20,
1996. (File No. 333-12415) -
5 Professional Services Agreement dated August 6,
1996 between RGI/US, RGI Holdings and Goodman
Financial Services, Inc. 23
__________
* Filed as an exhibit to initial Schedule 13D and not restated pursuant to
Rule 13d-2(c).
<PAGE>
PROFESSIONAL SERVICES AGREEMENT
(BANYAN TRANSACTION)
This Professional Services Agreement ("Agreement"), dated August 6, 1996,
is entered into between RGI U.S. Holdings, Inc., a Washington corporation and
RGI Holdings, Inc., a Washington corporation (collectively "RGI"), and Goodman
Financial Services, Inc., a Washington corporation ("Goodman") to confirm the
total remuneration ("Fee") to be paid to Goodman for services performed by
Goodman related to RGI's acquisition of Banyan common stock and the proposed
merger of RGI with Banyan Mortgage Investment Fund ("Banyan"), and the purchase
of the Societe General Southwest Agency ("SoGen") and Morgens, Waterfall,
Vintiadis & Company, Inc. ("Morgens") notes.
WHEREAS Goodman performed professional services and business consulting
services for RGI related to the purchase of Banyan common stock, the proposed
merger of RGI with Banyan, and the purchase of the SoGen and Morgens notes; and
WHEREAS the parties now want to memorialize the terms and amount of Fee
that Goodman is to be paid for such services;
NOW THEREFORE, in consideration of the foregoing and the terms and
conditions hereinafter set forth, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. FEE. RGI to pay Goodman a total fee the amounts herein below
specified as complete and full payment for all services related to the purchase
by RGI of Banyan common stock, the proposed merger of RGI with Banyan, and the
purchase of the SoGen and Morgens notes by RGI. The Fee shall compensate
Goodman in full for all services and shall be inclusive of any and all costs
related to the Banyan transaction incurred by Goodman, Pinnacle Realty
Management Company, Veronica C. Montgomery, Joseph P. Cange, or any of their
employees, vendors, agents or subcontractors.
2. FEE PAYMENT TERMS.
a. On the third day subsequent to the approval by Banyan
shareholders of the merger with RGI, RGI shall pay Goodman the amount of Five
Hundred Thousand Dollars ($500,000) less the funds currently paid to or on
behalf of Joseph P. Cange reflected on Schedule A attached.
b. On the third day subsequent to RGI's receipt of any break-up fee
from Banyan, RGI shall pay Goodman the amount of Five Hundred Thousand Dollars
($500,000). Payment under this item "b" would be in lieu of payment under item
"a" above less the funds currently paid to or on behalf of Joseph P. Cange
reflected on Schedule A attached.
3. COMPLETION OF SERVICES. RGI acknowledges and agrees that the services
provided by or through Goodman with respect to the subject matter of this
Agreement have been fully performed by Goodman, and RGI has no defense, offset,
or counterclaim to the Fee or the payment of the Fee as provided herein.
4. ATTORNEY FEES. In the event any party hereto finds it necessary to
bring any suit, action, or proceeding at law to interpret, enforce or implement
any of the terms or conditions hereof or by reason of any breach or default
hereunder, the party prevailing in any such action or proceeding shall be paid
all costs and reasonable attorney's feed by the non-prevailing party.
<PAGE>
5. GOVERNING LAW. This agreement shall be governed by and interpreted in
accordance with the laws of the State of Washington.
6. EXPENSES. Each of the parties shall bear its own expenses and the
expenses of its counsel and other agents in connection with any costs related to
this Agreement.
7. ENTIRE AGREEMENT; AMENDMENT. This Agreement embodies the entire
agreement between the parties related to this Agreement. This Agreement may not
be modified in any manner whatsoever except by a written instrument signed by
RGI and Goodman.
8. TIME. Time is of the essence of this Agreement.
9. EXECUTION. This Agreement may be executed in separate counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Any party may execute this Agreement by
transmitting a copy of its signature by facsimile to the other party. In such
event the signing party shall deliver an original of the signature page to the
other party within two business days of signing and failure to so deliver such
original shall result in the facsimile copy of that party's signature being
treated as an original.
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as
of the date and year first above written.
RGI U.S. HOLDINGS
By: Kenneth L. Uptain Date: August 20, 1996
------------------------------------ ---------------------
Its: President
-------------------------------
RGI HOLDINGS, INC.
By: Kenneth L. Uptain Date: August 20, 1996
------------------------------------ ---------------------
Its: President
-----------------------------
GOODMAN FINANCIAL SERVICES, INC.
By: /s/ Date: August 21, 1996
------------------------------------- ---------------------
Its: President
-------------------------------
2
<PAGE>
SCHEDULE A
Disbursements to Joe Cange
for the Banyan Transaction
Check Check
Date Number Payee Amount
-------------------------------------------------------------------------
5/2/96 3974 Joe Cange 12,500.00 Per
Agreement
5/31/96 1034 Joe Cange 12,500.00 Per
Agreement
7/9/96 1044 Joe Cange 7,660.03 Travel
----------- Expenses
32,660.03
-----------
-----------
3
