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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 12B-25
NOTIFICATION OF LATE FILING
1-9885 52465P 10 3
SEC FILE NUMBER CUSIP NUMBER
(x) FORM 10-K ( ) FORM 20-F ( ) FORM 11-K ( ) FORM 10-Q ( ) FORM N-SAR
FOR THE PERIOD ENDED: DECEMBER 31, 1996
If the notification relates to a portion of the filing checked above, identify
the items to which the notification relates: N/A
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PART I - REGISTRANT INFORMATION
Full Name of Registrant: Legend Properties, Inc.
Former Name if Applicable: Banyan Mortgage Investment Fund
Address of Principal Executive Offices: U.S. Bank Centre
1420 Fifth Street, Suite 4200
Seattle, Washington 98101
(former address:
150 S. Wacker Drive, Suite 2900
Chicago, Illinois 60606)
PART II - RULES 12B-25 (B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the Registrant seeks relief pursuant to Rule 12b-25 (b), the following
should be completed. (Check box if appropriate)
(x) (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(x) (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form 10-Q, Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due date; and
( ) (c) The accountant's statement or other exhibit required by Rule 12b-25 (c)
has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Annual Report on Form 10-K of Legend Properties, Inc. (the "Registrant")
will not be completed by March 31, 1997 the last day for a timely filing of
such Annual Report for the period ended December 31, 1996.
On December 31, 1996, the Registrant completed its merger and acquisition of
RGI U.S. Holding's assets (the "Merger") as previously disclosed. Prior to
completion of the Merger, on October 31, 1996 a lawsuit was filed in Delaware
state court by two of the Registrant's stockholders on behalf of themselves
and all other public shareholders of the Registrant against the Registrant
and certain of its directors and former officers. On November 13, 1996 an
additional action asserting allegations substantially similar to those
contained in the action filed on October 31, 1996 was filed in Delaware state
court. Those two lawsuits were subsequently consolidated and are collectively
referred to as the "Lawsuit". The original complaint sought, among other
things, to require an auction of the Company, to enjoin or rescind the
proposed merger with RGI/U.S. Holdings, Inc. and monetary damages. On
January 8, 1997, the plaintiffs filed an application under Delaware law
seeking judicial review of the merger. A hearing was scheduled for
March 4, 1997 but subsequently postponed at the direction of the court. In the
interim, the Registrant has been engaged in discussions with its lenders and
plaintiffs to resolve the Lawsuit and to resolve uncertainties surrounding
the Registrant's future cash needs.
Due to the impact that a resolution of these issues may have on the
presentation of the Registrant's consolidated financial statements, the
Registrant is not able to complete its Form 10-K Report for the year ended
December 31, 1996 without unreasonable effort or expense. The Registrant
anticipates filing the Form 10-K on or before April 15, 1997 in accordance
with Rule 12b-25(b).
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Raymond J. Whitty (206) 464- 0123
(2) Have all other periodic reports under Section 13 or 15 (e) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports) been filed? If
answer is no, identify report(s).
(X) YES ( ) NO
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
(X) YES ( ) NO
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Various contingencies associated with the Lawsuit and the Registrant's
discussions with its lenders could have had a material impact on the
consolidated financial statements of the Registrant.
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LEGEND PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 1997 By: /s/ Raymond J. Whitty
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Raymond J. Whitty,
Chief Financial Officer, Secretary
and Treasurer
