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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
LEGEND PROPERTIES, INC. (FORMERLY BANYAN MORTGAGE INVESTMENT FUND)
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
52465P 10 3 (formerly 06682P106)
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 9, 1997
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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(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 23
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(d)
As more fully described in Item 6 below, RGI Holdings has pledged 4,685,652
shares of Registrant Common 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 4,685,652 shares of
Registrant Common Stock beneficially owned by RGI Holdings and could sell
such Registrant Common Stock in accordance with applicable securities laws.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
RGI Holdings has pledged 4,685,652 shares of Registrant 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 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.
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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 9th day of January, 1997
/s/
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Kjell I. Rokke
RGI (Antilles ) N.V.
By:/s/
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Name: Kjell I. Rokke
Its: Managing Director
RGI (Europe) B.V.
By:/s/
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Name: Kjell I. Rokke
Its: Managing Director
RGI (Denmark) ApS
By:/s/
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Name: Kjell I. Rokke
Its: Director
RESOURCE GROUP INTERNATIONAL, INC.
By: /s/
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Name: David A. Herrick
Its: Treasurer
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RGI REAL ESTATE, INC.
By: /s/
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Name: Kenneth L. Uptain
Its: President
RGI HOLDINGS, INC.
By: /s/
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Name: Kenneth L. Uptain
Its: President
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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. **
6 Common Stock Purchase and Sale Agreement
dated December 3, 1996 by and among RGI
Holdings, Jack Hofert and Marilyn Hofert. ***
7 Common Stock Purchase and Sale Agreement
dated December 3, 1996 by and among RGI
Holdings and Robert Howard. ***
8 Common Stock Purchase and Sale Agreement
dated December 3, 1996 by and among RGI
Holdings and Erste Osterreichishe Sparkasse
(First Austrian Bank). ***
9 Common Stock Purchase and Sale Agreement
dated December 5, 1996 by and among RGI Holdings
and Charles F. Trapp. ***
10 Common Stock Purchase and Sale Agreement
dated December 5, 1996 by and among RGI Holdings
and SMC Somerset Kensington, L.P. ***
11 Common Stock Purchase and Sale Agreement
dated December 5, 1996 by and among RGI Holdings
and John Patrick Kneafsey. ***
12 Common Stock Purchase and Sale Agreement
dated December 3, 1996 by and among RGI
Holdings, Gabriel Capital, L.P., Ariel Fund
Limited and Ariel Management Corp. ***
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* Filed as an exhibit to initial Schedule 13D and not restated pursuant to
Rule 13d-2(c).
** Filed as an exhibit to Amendment No.1 to Schedule 13D.
*** Filed as an exhibit to Amendment No.2 to Schedule 13D.
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