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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 220549
FORM 8-B
FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS FILED
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Legend Properties, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3465359
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(State or Other Jurisdiction of Incorpor- (IRS Employer Iden-
ation or Organization) tification No.)
1420 Fifth Avenue, 42nd Floor
Seattle, Washington 98101-2333
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To Be So Registered Each class is to be Registered
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_______________________ ___________________________
_______________________ ___________________________
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
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(Title of Class)
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ITEM 1. GENERAL INFORMATION
(a) Date Registrant was organized: January 18, 1988
Form of organization: Corporation
State under the laws of which Registrant
was organized: Delaware
(b) Date on which Registrant's fiscal year ends: December 31
ITEM 2. TRANSACTION OF SUCCESSION
(a) Name of each predecessor which had securities registered pursuant to
Section 12(b) or (g) of the Act at the time of the succession:
Banyan Mortgage Investment Fund ("Banyan"), a Delaware corporation.
(b) Describe briefly the transaction of succession and state the basis upon
which securities of the Registrant have been or are to be issued in
exchange for or otherwise in respect of securities of any predecessor.
On December 31, 1996, RGI U.S. Holdings, Inc., a Washington corporation
("RGI/US"), was merged with and into the Registrant in accordance with the
General Corporation Law of the State of Delaware and the Washington Business
Corporation Act (the "Merger"). The Merger was accomplished pursuant to the
Agreement and Plan of Merger dated April 12, 1996, as amended and restated as of
May 20, 1996 by and among RGI/US, RGI Holdings, Inc. ("RGI Holdings") and the
Registrant, together with the Amendment to Agreement and Plan of Merger dated
September 17, 1996. The Merger occurred following the approval of the Merger by
the stockholders of the Registrant at its annual meeting on December 27, 1996
(the "Annual Meeting). As a result of the Merger, each of the 1,000 issued and
outstanding shares of RGI/US common stock (all of which was held by RGI
Holdings, Inc., a Washington corporation ("RGI Holdings")) was converted into
4,386,986 newly-issued shares of the Registrant's Common Stock, resulting in RGI
Holdings beneficially owning approximately 79% of the outstanding common stock
of the Registrant and all other stockholders owning approximately 21%.
At the Annual Meeting, the stockholders of Banyan also approved a one-for-
twenty-five reverse stock split and changing the name of the Registrant to
"Legend Properties, Inc." Upon the filing of the Certificate of Amendment of
Certificate of Incorporation (the "Certificate of Amendment") in connection with
the closing of the Merger, every twenty-five shares of outstanding common stock
was automatically
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reclassified, changed and converted into one share of Common Stock. No
fractional shares of Common Stock will be issued in connection with such
conversion, but in lieu thereof, the Corporation will pay a cash adjustment in
respect of any such fractional interest in an amount equal to the fractional
interest multiplied by the average closing price of a share of common stock for
the five days preceding the Annual Meeting ($0.35) multiplied by 25.
ITEM 3. SECURITIES TO BE REGISTERED
As to each class of securities to be registered, state the number of
shares or the amounts of bonds (1) presently authorized, (2) presently
issued, and (3) presently issued which are held by or for the account
of the Registrant.
Presently Authorized: 100,000,000 Shares
Presently Issued: 6,279,288 Shares
Presently Issued which are held
by or for the account of Registrant: None
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to "Description of Securities" contained in Proxy
Statement/Prospectus filed as Exhibit 2.1 hereto.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits:
Exhibit 2.1 Agreement and Plan of Merger, dated as of April 12,
1996, as amended and restated as of May 20, 1996, by
and among RGI/US, RGI Holdings, Inc. and the
Registrant, together with Amendment to Agreement and
Plan of Merger dated as of September 17, 1996 (see
Exhibit 99.1-Annex A to Proxy Statement/Prospectus).
Exhibit 3.1 Amended and Restated Certificate of Incorporation of
the Registrant (see Exhibit 99.1-Annex B to Proxy
Statement/Prospectus).
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Exhibit 3.2 Amended and Restated Bylaws of Registrant, dated July
1, 1996*.
Exhibit 4.1 Article IV of Amended and Restated Certificate of
Incorporation (see Exhibit 3.1).
Exhibit 4.2 Articles 2 and 6 of Amended and Restated Bylaws (see
Exhibit 3.2).
Exhibit 10.1 Loan Modification Agreement, dated as of May 20, 1996,
by and between Registrant and RGI Holdings, Inc. (SoGen
Loan)**
Exhibit 10.2 Loan Modification Agreement, dated as of May 21, 1996,
by and between Registrant and RGI Holdings, Inc.
(Morgens Loan)**
Exhibit 10.3 Registration Rights Agreement, dated as of May 21,
1996, by and between Registrant and RGI Holdings,
Inc.**
Exhibit 10.4 Master Construction Contract dated as of June 28, 1991
by and among GHA Harbor Associates, GHA Grand Harbor,
Ltd., GHA St. David's, Ltd., GHA Wood Duck, Ltd., GHA
Harbor, Ltd., GHA Newport, Ltd., GHA River Club, Ltd.,
GHA Coventry, Ltd. and Proctor Construction Company*
Exhibit 10.5 Profit Sharing Agreement dated as of June 28, 1991 by
and among Proctor Construction Company, Andlinger
Properties Capital L.P. and Grand Harbor Associates,
Inc.*
Exhibit 10.6 Second Amended and Restated Employment Agreement
between Leonard G. Levine and the Registrant dated as
of December 31, 1992.***
Exhibit 10.7 Form of Director Stock Option Agreements dated July 1,
1993, July 24, 1994 and July 7, 1995.***
Exhibit 10.8 Form of Executive Stock Option Agreements dated July 1,
1993, January 12, 1994 and February 8, 1995.***
Exhibit 21.1 Subsidiaries of the Registrant.
Exhibit 99.1 Proxy Statement/Prospectus of Banyan Mortgage
Investment Fund dated October 11, 1996*.
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Exhibit 99.2 Supplement No. 1 to Proxy Statement/Prospectus dated
November 7, 1996 (incorporated by reference to
Supplement filed on November 12, 1996 (File No. 1-
9885)).
Exhibit 99.3 Supplement No. 2 to Proxy Statement/Prospectus dated
December 16, 1996 (incorporated by reference to
Supplement filed on December 16, 1996 (File No. 1-
9885)).
* Incorporated by reference to the Registrant's Registration Statement on
Form S-4 (Registration No. 333-12415).
** Incorporated by reference to the Registrant's Current Report on Form 8-K
dated May 20, 1996.
*** Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1995.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
DATED: February 28, 1997. LEGEND PROPERTIES, INC., a
Delaware corporation,
By /s/ Kenneth L. Uptain
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Kenneth L. Uptain
President and Chief Executive
Officer
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EXHIBIT 21.1
SIGNIFICANT SUBSIDIARIES
Grand Harbor Associates, Inc., a Florida corporation
American Property Investments, Inc., a Washington corporation
VMIF Charles County Corp., a Delaware corporation
VMIF Southbridge Corp., a Delaware corporation
VMIF Wayside Corp., an Illinois corporation
