<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)*
LEGEND PROPERTIES, INC. (FORMERLY BANYAN MORTGAGE INVESTMENT FUND)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
52465P 10 3 (formerly 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)
June 1996; January 28, 1997
-------------------------------------------------------
(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 __
<PAGE>
CUSIP No. 06682P106 13D Page 2 of Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Aker RGI ASA
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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 Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 4,962,716
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 4,962,716
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,962,716
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
79.0%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
2
<PAGE>
CUSIP No. 06682P706 13D Page 3 of Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
RGI (Antilles) N.V.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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 Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 4,962,716
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 4,962,716
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,962,716
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
79.0%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
HC, CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
3
<PAGE>
CUSIP No. 06682P106 13D Page 4 of Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
RGI (Europe) B.V.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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 Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 4,962,716
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 4,962,716
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,962,716
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
79.0%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
HC,CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
4
<PAGE>
CUSIP No. 06682P106 13D Page 5 of Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
RGI (Denmark) ApS
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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 Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 4,962,716
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 4,962,716
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,962,716
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
79.0%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
HC,CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
5
<PAGE>
CUSIP No. 06682P106 13D Page 6 of Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Resource Group International Inc.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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 Shares (7) Sole Voting
Beneficially Owned Power 6,400
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 4,956,316
--------------------------------------------------
(9) Sole Dispositive
Power 6,400
--------------------------------------------------
(10) Shared Dispositive
Power 4,956,316
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,962,716
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
79.0%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
HC,CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
6
<PAGE>
CUSIP No. 06682P106 13D Page 7 of Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
RGI Real Estate, Inc.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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 Shares (7) Sole Voting
Beneficially Owned Power 0
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 4,956,316
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 4,956,316
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,956,316
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/x/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
78.9%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
HC,CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
7
<PAGE>
CUSIP No. 06682P106 13D Page 8 of Pages
--------- --- ---
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
RGI Holdings, Inc.
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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 Shares (7) Sole Voting
Beneficially Owned Power 4,956,316
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
--------------------------------------------------
(9) Sole Dispositive
Power 4,956,316
--------------------------------------------------
(10) Shared Dispositive
Power 0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,956,316
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/x/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
78.9
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
8
<PAGE>
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of:
(1) Aker RGI ASA, a Norwegian corporation ("Aker RGI")
(2) RGI (Antilles) N.V., a Netherlands Antilles limited liability
company and a wholly-owned subsidiary of Aker RGI
("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 80.45%-owned
subsidiary of RGI Real Estate ("RGI Holdings").
Aker RGI, RGI Antilles, RGI Europe, RGI Denmark, RGI International, RGI
Real Estate and RGI Holdings are hereinafter collectively referred to as the
"RGI Entities".
Aker RGI 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 Antilles, 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 __ Pages
<PAGE>
The address of the principal business and principal offices of Aker RGI
is Fjordalleen 16, P.O. Box 1423 Vika N-0115, Olso, Norway.
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.
(a) - (c) & (f)
The following sets forth the name of each member of the Board of Directors
of Aker RGI. The principal business address of each is Fjordalleen 16
P.O. Box 1423 Vika N-0115, Oslo, Norway. Each member of the Board is a
Norwegian citizen.
Board of Directors:
Lars A. Christensen -- Chairman
Dag Flas -- Deputy Chairman
Tom Ruud -- Board member
Bjorn Ivar Flatgard -- Board member
Atle Tranoy -- Board member
Olav Revhaug -- Board member
Lak Norang -- Board member
Kjell Inge Rokke -- Board member
Leif Furre -- Board member
Ronny Nilsen -- Observer
Terje Larsen -- Deputy Board member
Stein Matre -- Deputy Board member
Bernt Ivar Lundevik -- Deputy Board member
Ola Larsen -- Deputy Board member
Arnt Johan Ness -- Deputy Board member
Jon Holden -- Deputy Board member
Henning Heggoy -- Deputy Board member
Kai Christoffersen -- Deputy Board member
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 __ 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 __ 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 __ 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 __ 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 __ Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Based upon the 1,892,301 (post-reverse split) shares of the Registrant's Common
Stock outstanding as disclosed on the Registrant's Quarterly Report in Form 10-Q
for the Quarter ended September 30, 1996, together with the 4,386,986 shares
of Common Stock issued to RGI Holdings in the Merger:
RGI Holdings beneficially owns 4,956,316 shares of Registrant Common Stock,
which constitutes approximately 78.9% of the outstanding shares of
Registrant Common Stock; and
RGI Real Estate, as the owner of 80.45% of RGI Holdings, may be deemed to
beneficially own the 4,956,316 shares of the Registrant Common Stock
beneficially owned by RGI Holdings. Each of RGI Holdings and RGI Real
Estate disclaims beneficial ownership of the 6,400 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 6,400 shares of Registrant Common
Stock, which constitutes approximately 0.10% of the outstanding shares of
Banyan Common Stock; in addition, RGI International, as an intermediate
parent holding company for RGI Holdings,
Page 15 of __ Pages
<PAGE>
may be deemed to beneficially own the 4,956,316 shares of Registrant Common
Stock beneficially owned by RGI Holdings.
Each of Aker RGI, RGI Antilles, RGI Europe and RGI Denmark, as parent
holding companies for RGI International, may be deemed to beneficially own
the shares of Registrant Common Stock beneficially owned by RGI
International and RGI Holdings, all of which constitutes 4,962,716 shares
of Registrant Common Stock or approximately 79.0% of the outstanding
shares of Registrant Common Stock.
(b)
RGI Holdings has sole power to vote and dispose of 4,956,316 shares of
Registrant Common Stock. RGI Real Estate, as the 80.45%-parent corporation
of RGI Holdings, may be deemed to share the power to vote and dispose of the
4,956,316 shares of Registrant Common Stock over which RGI Holdings has sole
voting and dispositive power.
RGI International has sole power to vote and dispose of 6,400 shares of
Registrant 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 4,956,316 shares of Registrant Common Stock over which RGI
Real Estate has shared voting and dispositive power.
Each of Aker RGI, RGI Antilles, RGI Europe and RGI Denmark, as parent holding
companies for RGI International, may be deemed to have shared power to vote
and dispose of the 4,962,716 shares of Registrant Common Stock over which RGI
International and/or RGI Holdings have sole or shared voting and dispositive
power.
Page 16 of __ Pages
<PAGE>
(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 __ Pages
<PAGE>
(e)
On January 28, 1997, the merger of Aker ASA with and into a newly-formed
parent of RGI Antilles was consummated. As a result of the Merger, the
surviving corporation, Aker RGI, is the ultimate parent of the RGI Entities,
Kjell I. Rokke, who formerly owned 70.5% of the ultimate parent of the RGI
Entities, now owns approximately 38% of the voting stock of Aker RGI.
Page 18 of __ Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
RGI Holdings has agreed with the holder of 19.55% of its capital stock, Avantor
International AS ("Avantor"), that from June 30, 1997 through December 31,
1998, Avantor has the option to exchange its shares in RGI Holdings for
1,360,342 shares of the Registrant's Common Stock held by RGI Holdings. If
this option is exercised by Avantor, Avantor will beneficially own 1,360,342
shares of the Registrant's Common Stock or approximately 22% of the
Registrant's outstanding shares and could vote the shares or sell such shares
in accordance with applicable securities laws. As part of this agreement,
if the option is exercised, RGI Holdings has agreed to use its best efforts
to have a nominee of Avantor elected to the Registrant's Board of Directors.
A copy of the Addendum No. 1 to Agreement between RGI Real Estate, Inc. and
Avantor International as is attached to this Schedule as Exhibit 13 and this
description of such Agreement is qualified in its entirety by reference to
Section 3 of such Exhibit 13, which is incorporated by reference in its
entirety.
Page 19 of __ Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 13 - Addendum No. 1 to Agreement between RGI Real Estate, Inc. and
Avantor International AS.
<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 February, 1997
Aker RGI ASA
By: /s/
------------------------------
Name:
Its:
RGI (Antilles ) N.V.
By:/s/
------------------------------
Name: Kjell I. Rokke
Its: Managing Director
RGI (Europe) B.V.
By:/s/
------------------------------
Name: Kjell I. Rokke
Its: Managing Director
RGI (Denmark) ApS
By:/s/
------------------------------
Name: Kjell I. Rokke
Its: Director
RESOURCE GROUP INTERNATIONAL, INC.
By: /s/
------------------------------
Name: David A. Herrick
Its: Treasurer
<PAGE>
RGI REAL ESTATE, INC.
By: /s/
------------------------------
Name: Kenneth L. Uptain
Its: President
RGI HOLDINGS, INC.
By: /s/
------------------------------
Name: Kenneth L. Uptain
Its: President
<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. **
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. ***
13 Addendum No. 1 to Agreement between RGI Real
Estate, Inc. and Avantor International AS.
- -----------
* 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.
<PAGE>
ADDENDUM NO. 1
TO
AGREEMENT
BETWEEN
RGI REAL ESTATE, INC.
AND
AVANTOR INTERNATIONAL AS
<PAGE>
ADDENDUM NO. 1
This Addendum No. 1 is made and entered into as of June __, 1996 among RGI
REAL ESTATE, INC. ("RGI Real Estate"), AVANTOR INTERNATIONAL AS ("Avantor
International"), and RGI HOLDINGS, INC. (the "Company").
RECITALS
A. RGI Real Estate, Avantor International, and the Company entered into
an Agreement dated July 3, 1995 (the "Agreement"), pursuant to which RGI Real
Estate and Avantor International agreed to establish, own, manage and control
the Company. Capitalized terms used herein but not defined herein shall have
the respective meanings set forth in the Agreement.
B. Since the Company was established and the initial shares were issued,
RGI Real Estate and Avantor International have made or agreed to make additional
capital contributions to the Company. The purpose of this Addendum is to
confirm the amount of such additional capital contributions, the amount of
additional shares to be issued to each Shareholder in consideration therefor,
and certain other modifications to the Agreement which have been approved by the
parties.
NOW, THEREFORE, the parties agree to amend the Agreement as follows:
AGREEMENT
1. ISSUANCE OF ADDITIONAL SHARES.
1.1 The Articles of Incorporation of the Company shall be amended in the
form of Exhibit A attached hereto to increase the authorized shares of the
Company from 100,000 to 200,000.
1.2 All transfers of assets to the Company in exchange for additional
stock are intended to qualify for nonrecognition treatment under Section 351 of
the U.S. Internal Revenue Code.
1.3 The Company shall issue an additional 8,044 shares to Avantor
International in exchange for an additional capital contribution from Avantor
International in the sum of thirty-five million Norwegian kroners (NOK
35,000,000).
1.4 The Company shall issue an additional 60,956 shares to RGI Real Estate
in exchange for additional capital contributions from RGI Real Estate in the
form of (a) cash in the sum of $3,500,000, (b) 10,000 shares of the common stock
of RGI Realty, Inc. (which owns 2,450,571 shares of the common stock of Koger
2
<PAGE>
Equity, Inc. with an estimated fair market value of approximately $32 million),
(c) promissory notes previously issued to RGI Real Estate by the Company or its
subsidiaries in an aggregate principal amount of $18,508,226 (the details of
which are set forth in Exhibit B attached hereto), and (d) contract rights
contributed to the Company in connection with (i) the acquisition by the Company
of approximately $33.5 million in debt of Banyan Mortgage Investment Fund
("Banyan") and its affiliates at a discount of approximately $4 million, (ii)
the Agreement and Plan of Merger among the Company, RGI U.S. Holdings, Inc., and
Banyan dated as of April 12, 1996, as amended and restated as of May 20, 1996,
pursuant to which the Company has acquired 7,466,666 shares of Banyan common
stock in a private placement and RGI U.S. Holdings, Inc. will be merged into
Banyan in exchange for an additional 109,674,667 shares of Banyan stock
("Merger"), and (iii) the acquisition by Grand Harbor Associates, Inc. of an
additional 45% ownership interest in the Grand Harbor project in Florida.
2. VALUATION OF ADDITIONAL CONSIDERATION.
For purposes of the issuance of the additional shares of the Company
pursuant to this Addendum No. 1, it shall be assumed that the net fair market
value of the additional contributions of Avantor International and RGI Real
Estate described in Sections 1.3 and 1.4 above are $5,365,465 and $40,657,652,
respectively.
3. OPTION TO REDEEM SHARES. Section 5 of the Agreement is amended in the
following respects:
(a) From and after the date on which the additional shares are issued to
Avantor International and RGI Real Estate pursuant to this Addendum No. 1, and
until the consummation of the Merger referred to in Section 1.4 above, the
redemption price for Avantor International's shares in the Company shall be
$21,765,465.
(b) From and after the date on which the Merger is consummated, Section 5
of the Agreement shall be revised in its entirety to read as follows:
During the one and a half year period from and after June 30, 1997 to
and including December 31, 1998, Avantor International shall have the
option to redeem its 33,044 shares of the common stock of the Company for
34,008,539 shares of the common stock of Banyan owned by the Company.
Avantor International shall exercise this option by giving the Company and
RGI Real Estate notice to that effect in writing, addressed to the
President and Chairman of the Board of each company. The parties agree that
the value of this option is USD $1,000. If Avantor International exercises
this option, and so long as Avantor International
3
<PAGE>
retains ownership of such shares of Banyan, the Company shall make its best
efforts to ensure that Avantor International has the right to elect one of
the members of the Board of Directors of Banyan.
4. GOVERNING LAW.
This Addendum No. 1 shall be governed by Norwegian law, provided, however,
that the Company has been formed under Washington law and the parties shall
abide by Washington law with respect to all matters relating to the
establishment, ownership, management and operation of the Company, including the
rights and obligations of the shareholders, officers and directors of the
Company.
IN WITNESS WHEREOF, RGI Real Estate, Avantor International and the Company
have executed this Addendum No. 1 as of the day and year first above written.
RGI REAL ESTATE, INC.
By:
---------------------
Its:
---------------------
AVANTOR INTERNATIONAL AS
By:
---------------------
Its:
---------------------
RGI HOLDINGS, INC.
By:
---------------------
Its:
---------------------
4
<PAGE>
EXHIBIT A
ARTICLES OF AMENDMENT
Pursuant to RCW 23B.10.060 of the Washington Business Corporation Act, the
following Articles of Amendment to Articles of Incorporation are herewith
submitted for filing.
ARTICLE 1. The name of record of the corporation is RGI Holdings, Inc.
ARTICLE 2. The text of the amendment as adopted is as follows:
Article III is amended in its entirety as follows:
SHARES
This corporation is authorized to issue 200,000 shares of common
stock.
ARTICLE 3. The amendment was duly adopted by shareholder action in
accordance with the provisions of RCW 23B.10.030 and RCW 23B.10.040 on
___________________, 1996.
Dated: _______________, 1996.
--------------------------------------------------
Kenneth L. Uptain, President
<PAGE>
EXHIBIT B
LIST OF PROMISSORY NOTES CONVERTED TO EQUITY
Date Issuer Amount
- ---- ------ ------
6
