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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 31, 1996
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LEGEND PROPERTIES, INC.
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(Exact name of registrant as specified in charter)
Delaware 1-9885 36-3465359
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1420 5th Avenue, 42nd Floor, Seattle, Washington 98101-2333
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code (206) 464-0200
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Banyan Mortgage Investment Fund, 150 S. Wacker Drive,
Suite 2900, Chicago, Ill. 60606
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(Former name or former address, if changed since last report.)
Exhibit Index on Page 5
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) 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%.
On May 21, 1996, in connection with the purchase by RGI Holdings of 298,666
shares of the Registrant's authorized but unissued common stock (on a post-
reverse split basis), Mr. Kenneth Uptain, the president and a director of
both RGI/US and RGI Holdings, was elected to fill a vacancy on the
Registrant's Board of Directors. The Registrant's Board of Directors also
consisted of two outside directors, Messrs. Walter E. Auch, Sr. and Robert
Ungerlieder. At the Annual Meeting, the Registrant's stockholders re-
elected Mr. Auch and elected Fred E. Welker III, an outside director and
Olav Revhaug, the Chief Financial Officer of Resource Group International
Inc., a parent of RGI Holdings, to the Registrant's Board of Directors.
(b) RGI Holdings has pledged 4,685,652 shares of the Registrant's Common Stock
beneficially owned by it to Fokus Bank ASA 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 may receive all dividends
from the shares of the Registrant's Common Stock beneficially owned by RGI
Holdings and could vote or sell such shares in accordance with applicable
securities laws.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) See Item 1 above for a description of the Merger. Additional information
regarding the Merger is set forth in the Proxy Statement/Prospectus
contained in the Registrant's Registration on Form S-4 filed on September
20, 1996 (Registration No. 333-12415), as supplemented, incorporated herein
by this reference.
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(b) RGI/US was a Washington corporation and a wholly-owned subsidiary of RGI
Holdings, which is an indirect majority-owned subsidiary of Resource Group
International Inc. ("RGI Inc."). RGI Inc. is an indirect subsidiary of RGI
(Antilles) N.V., a Netherlands Antilles limited liability company ("RGI
Antilles"). RGI Antilles has agreed to merge with Aker ASA, a Norwegian
corporation with interests in cement and building materials as well as oil
and gas technology. This merger is expected to be completed by the end of
February 1997.
RGI/US owned, operated and developed real estate through two wholly-owned
subsidiaries, Grand Harbor Associates, Inc. ("Grand Harbor Associates") and
American Property Investments, Inc. ("American Property Investments").
Grand Harbor Associates owns a 90% interest in corporations that own:
(i) Grand Harbor, a 772-acre residential golf community development project
located in Vero Beach, Florida; (ii) Oak Harbor, a 116-acre planned
352-unit adult retirement community also located in Vero Beach, Florida;
and (iii) the Royal Palm Convalescent Center, a skilled nursing center
licensed for 72 beds and located in Vero Beach, Florida in close proximity
to Oak Harbor. American Property Investments owns a 164,724 square foot
shopping center located in Lynnwood, Washington (the "Lynnwood Center")
that is listed for sale. The Registrant intends to continue the
development of the properties owned by Grand Harbor Associates and to sell
the Lynnwood Center.
The Registrant's executive offices are now located at U.S. Bank Centre,
1420 5th Avenue, 42nd Floor, Seattle, Washington 98101-2333, and its
telephone number is (206) 464-0200.
ITEM 5. OTHER EVENTS
At the Annual Meeting, the Registrant's stockholders also approved
amendments to the Registrant's Certificate of Incorporation to reclassify,
combine and convert each 25 issued and outstanding shares of Common Stock
into one issued and outstanding share (the "Reverse Split"), to change the
name of the Registrant to "Legend Properties, Inc.," to make the
Registrant's existence perpetual, and to authorize 5,000,000 shares of
preferred stock. Under the Registrant's new Certificate of Incorporation,
the Board of Directors is no longer classified and all directors will be
elected annually; provided however, that Mr. Ungerleider's current term
does not expire until 1998.
Trading in the Registrant's shares on the New York Stock Exchange ceased
immediately prior to effectiveness of the Merger. Upon effectiveness of
the Merger, the Registrant's Common Stock was approved for quotation on a
"when issued" basis on the Nasdaq SmallCap Market under the symbol "LPRO."
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
It is impracticable for the Registrant to provide the required financial
statements at this time. Such statements will be filed when they are
available. The Registrant anticipates filing such statements on or about
March 14, 1997.
(b) PRO FORMA FINANCIAL INFORMATION
It is impracticable for the Registrant to provide the required financial
statements at this time. Such statements will be filed when they are
available. The Registrant anticipates filing such statements on or about
March 14, 1997.
(c) EXHIBITS
2.1 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 and the
Registrant, together with the Amendment to Agreement and Plan of
Merger dated September 17, 1996 (incorporated by reference to
Exhibit 2.1 to the Registration Statement on Form S-4 filed on
September 20, 1996 (File No. 333-12415)).
2.2 Supplement to Proxy Statement/Prospectus dated November 7, 1996
(incorporated by reference to Supplement filed on November 12, 1996
(File No. 1-9885)).
2.3 Supplement to Proxy Statement/Prospectus dated December 16, 1996
(incorporated by reference to Supplement filed on December 16, 1996
(File No. 1-9885)).
99.1 Press Release of the Registrant dated December 31, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LEGEND PROPERTIES, INC.
Date: January 14, 1997.
By: /s/ Kenneth L. Uptain
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Kenneth L. Uptain
President and Chief Executive
Officer
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EXHIBIT INDEX
DESCRIPTION OF DOCUMENT
Exhibit
Number Page
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2.1 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 and the Registrant, together with
Amendment to Agreement and Plan of Merger dated
September 17, 1996 (incorporated by reference to
Exhibit 2.1 to the Registration Statement on Form S-4
filed on September 20, 1996 (File No. 333-12415)) . . . . . . . . . . __
2.2 Supplement to Proxy Statement/Prospectus dated
November 7, 1996 (incorporated by reference to
Supplement filed on November 12, 1996 (File No. 1-9885)) . . . . . . . __
2.3 Supplement to Proxy Statement/Prospectus dated
December 16, 1996 (incorporated by reference to
Supplement filed on December 16, 1996 (File No. 1-9885)). . . . . . . __
99.1 Press Release of the Registrant dated December 31, 1996 . . . . . . . 6
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BANYAN MORTGAGE INVESTMENT FUND
[Logo]
FOR IMMEDIATE RELEASE
BANYAN STOCKHOLDERS FAVOR MERGER--NEW MERGED COMPANY NAMED
LEGEND PROPERTIES, INC.
Chicago, IL -- December 31, 1996 -- At its annual stockholders meeting held
by Banyan Mortgage Investment Fund ("Banyan") on December 27, 1996, the merger
of RGI U.S. Holdings, Inc. with and into Banyan was approved. The stockholders
also approved a 25:1 reverse stock split and adopted an amended and restated
Certificate of Incorporation.
Mr. Walter E. Auch, Sr., Mr. Olav Revhaug and Mr. Fred E. Welker, III were
elected to the Board of Directors. Other members of the board not standing for
election are: Mr. Robert M. Ungerleider and Mr. Kenneth L. Uptain.
Banyan will cease trading on the New York Stock Exchange at the end of
trading December 31, 1996. The newly merged company will be named Legend
Properties, inc. ("Legend") and will open for trading on the Nasdaq Small Cap
Market on Thursday, January 2, 1997 under the symbol "LPRO."
Mr. Uptain will assume the role of CEO and President for Legend. Corporate
management for Legend will be located at U.S. Bank Centre, 1420 Fifth Avenue,
42nd Floor, Seattle, Washington 98101-2333. Project management for Legend will
be located at each property site (Virginia, Maryland, and Florida). With the
completion of the merger, Legend's management intends to actively develop the
residential and commercial properties within its portfolio.
For additional information contact: Kenneth Uptain (206) 464-0200
(206) 448-0404 (fax)
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