<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
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)
April 7, 1997 & April 30, 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 __
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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) / /
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(3) SEC Use Only
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(4) Source of Funds*
AF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
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(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 4,996,846
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 4,996,846
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,996,846
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
79.4%
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(14) Type of Reporting Person*
HC, CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
2
<PAGE>
CUSIP No. 06682P106 13D Page 3 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) / /
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(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 4,996,846
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 4,996,846
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,996,846
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
79.4%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
HC,CO
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*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 (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 4,996,846
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 4,996,846
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,996,846
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
79.4%
- -------------------------------------------------------------------------------
(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
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 4,990,446
--------------------------------------------------
(9) Sole Dispositive
Power 6,400
--------------------------------------------------
(10) Shared Dispositive
Power 4,990,446
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,996,846
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
79.4%
- -------------------------------------------------------------------------------
(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
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 4,990,446
--------------------------------------------------
(9) Sole Dispositive
Power 0
--------------------------------------------------
(10) Shared Dispositive
Power 4,990,446
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,990,446
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/x/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
79.3%
- -------------------------------------------------------------------------------
(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 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 4,990,446
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
--------------------------------------------------
(9) Sole Dispositive
Power 4,990,446
--------------------------------------------------
(10) Shared Dispositive
Power 0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,990,446
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
/x/
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
79.3%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
7
<PAGE>
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of:
(1) Aker RGI ASA, a Norwegian corporation ("Aker RGI")
(2) RGI (Europe) B.V., a Netherlands corporation and wholly-owned
subsidiary of Aker RGI ASA ("RGI Europe");
(3) RGI (Denmark) ApS, a Danish limited liability company and wholly-
owned subsidiary of RGI Europe ("RGI Denmark");
(4) Resource Group International Inc., a Washington corporation and
wholly-owned subsidiary of RGI Denmark ("RGI International");
(5) RGI Real Estate, Inc., a Washington corporation and wholly-owned
subsidiary of RGI International ("RGI Real Estate"); and
(6) RGI Holdings, Inc., a Washington corporation and 80.45%-owned
subsidiary of RGI Real Estate ("RGI Holdings").
Aker RGI, 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 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 8 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
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:
Kjell Inge Rokke, Chairman
Dag Flaa, Vice chairman
Bjorn Ivar Flatgard, Board member
Olav Revhaug, Board member
Leif Furre, Board member
Atle Tranoy, Board member
Bjorn Kristiansen, Board member
Svein Ola Moen, Board member
Leif Bjorgan, Deputy Board member
Einar Odegard, Deputy Board member
Terje Larsen, Deputy Board member
Trond Lovstakken, Deputy Board member
Jens Eriksen, Deputy Board member
Bengt Eriksen, Deputy Board member
Roy Andersen, Deputy Board member
Andre Solum, Deputy Board member
John Steinar Granheim, Deputy Board member
Ingmund Bjordal, Deputy Board member
Olav Nilsen, Deputy Board member
Torgunn Johnsen, Deputy Board member
Page 9 of __ Pages
<PAGE>
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:
Bjorn R. Gjelsten
Beddingen 20
0250 Oslo, Norway
(Norwegian citizen)
Gunnar Holt
Olav Aukrusts
Vei 58 B No. 0309
Oslo, Norway
(Norwegian citizen)
MeesPierson Trust B.V.
Kneuterdijk 15
P.O. Box 188
2501 AR The Hague
The Netherlands
(Netherlands corporation)]
NOTE: RGI EUROPE HAS ENTERED INTO A MANAGEMENT AGREEMENT WITH MEESPIERSON
TRUST B.V., FOR THE PURPOSE OF LOCAL LEGAL REQUIREMENTS AND PRACTICAL NEEDS.
UNDER NETHERLANDS LAW, A COMPANY CAN ONLY CARRY ON A BUSINESS IN THE
NETHERLANDS IF SUCH A COMPANY HAS A RESIDENCE PERMIT. FOR AN OFFSHORE
COMPANY, SUCH AS RGI EUROPE, IT IS REQUIRED THAT THE COMPANY HAS AT LEAST ONE
MANAGEMENT DIRECTOR THAT IS A RESIDENT OF THE NETHERLANDS. THROUGH THE
APPOINTMENT OF MEESPIERSON TRUST B.V., THIS REQUIREMENT HAS BEEN SATISFIED.
MEESPIERSON TRUST B.V., AS MANAGING DIRECTOR, PROVIDES A REGISTERED OFFICE
FOR RGI EUROPE, AS WELL AS ADMINISTRATIVE AND CLERICAL SERVICES.
Page 10 of __ Pages
<PAGE>
The following sets forth with respect to each director of RGI DENMARK his name,
residence or principal business address, and citizenship:
Bjorn R. Gjelsten
Beddingen 20
0250 Oslo, Norway
(Norwegian citizen)
Gunnar Holt
Olav Aukrusts
Vei 58 B No. 0309
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 RESOURCE GROUP INTERNATIONAL, INC. his name, position(s) with such
company, residence or principal business address, and citizenship:
Bjorn R. Gjelsten
President and Director - Resource Group International, Inc.
Beddingen 20
0250 Oslo, Norway
(Norwegian citizen)
Page 11 of __ Pages
<PAGE>
Olav Revhaug
Vice President - Resource Group International, Inc.
1420 Fifth Avenue, 42nd Floor
Seattle, WA 98101-2333
(Norwegian citizen)
Rodney Eaton
Secretary and Treasurer
1420 Fifth Avenue, 42nd Floor
Seattle, WA 98101-2333
(U.S. 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:
Bjorn R. Gjelsten
President and Director
Aker RGI ASA
Fjordalleen 16
Post Box 1423 Vika
0115 Oslo, Norway
(Norwegian citizen)
Rodney Eaton
Vice President, Secretary and Treasurer
1420 Fifth Avenue, 42nd Floor
Seattle, WA 98101-2333
(U.S. citizen)
Page 12 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 and Director - RGI Holdings
1420 5th Avenue, 42nd Floor
Seattle, WA 98101-2333
(U.S. citizen)
Jan Petter Storetvedt
Vice President and Director - RGI Holdings
Box 4538 Torshov
0404 Oslo, Norway
(Norwegian citizen and business executive)
Rodney Eaton
Secretary and Treasurer
1420 Fifth Avenue, 42nd Floor
Seattle, WA 98101-2333
(U.S. citizen)
(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 13 of __ Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
The following entities are known by the Registrant to be the beneficial owner of
more than five percent (5%) of the outstanding shares of common stock as of
5/31/97:
RGI Holdings beneficially owns 4,990,446 shares of Registrant Common Stock,
which constitutes approximately 79.3% 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 4,990,446 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
Resource Group 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.
Page 14 of __ Pages
<PAGE>
Resource Group International beneficially owns 6,400 shares of Registrant
Common Stock, which constitutes approximately 0.10% of the outstanding
shares of Registrant Common Stock; in addition, Resource Group
International, as an intermediate parent holding company for RGI Holdings,
may be deemed to beneficially own the 4,990,446 shares of Registrant Common
Stock beneficially owned by RGI Holdings.
Each of Aker RGI, RGI Europe and RGI Denmark, as parent holding companies
for Resource Group International, may be deemed to beneficially own the
shares of Registrant Common Stock beneficially owned by Resource Group
International and RGI Holdings, all of which constitutes 4,996,846 shares
of Registrant Common Stock or approximately 79.4% of the outstanding shares
of Registrant Common Stock.
(b)
RGI Holdings has sole power to vote and dispose of 4,990,446 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
4,990,446 shares of Registrant Common Stock over which RGI Holdings has sole
voting and dispositive power.
Resource Group 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 4,996,846 shares of Registrant Common Stock over which RGI
Real Estate has shared voting and dispositive power.
Each of Aker RGI, RGI Europe and RGI Denmark, as parent holding companies for
Resource Group International, may be deemed to have shared power to vote and
dispose of the 4,996,846 shares of Registrant Common Stock over which RGI
International and/or RGI Holdings have sole or shared voting and dispositive
power.
Page 15 of __ Pages
<PAGE>
(c)
On April 30, 1997, the Registrant and RGI Holdings entered into a Stock Purchase
Agreement whereby the Registrant sold 34,130 of its shares of Common Stock to
Holdings at $11.72 per share for a total subscription price of $400,003.60.
As a result of this transaction, Holdings is now a beneficial owner of
4,996,846 shares of Registrant's Common Stock or approximately 79.4% of the
Registrant's outstanding shares. A copy of this Stock Purchase Agreement
between Registrant and Holdings, dated April 30, 1997, is attached to this
Schedule as Exhibit 14, and this description of such Stock Purchase Agreement
is qualified in its entirety by reference to such Exhibit 14, and which is
incorporated by reference in its entirety.
Page 16 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 17 of __ Pages
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In June 1996, RGI Holdings entered into an Addendum No. 1 to Agreement
between RGI Real Estate, Inc, and Avantor International, pursuant to which
RGI Holdings 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.
Pursuant to a second amendment to this Agreement entered into as of April 7,
1997, the option term was extended to December 31, 1999. 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. The second amendment also
provides that (i) if Avantor exercises its option during the option period,
it will not distribute or sell the shares without the consent of Aker RGI,
and if Aker RGI sells its shares in the registrant, Avantor has the right to
include its shares proportionally in such sale; and (ii) if Avantor exercises
its option and wishes to nominate a representative to the Registrant's board
of directors, Aker RGI will vote in favor of Avantor's nominee; however,
Avantor agrees that its nominee will not be in lieu of Revhaug or Uptain who
are both current directors of the Registant. A copy of this second amendment,
Shareholder Agreement between Avantor ASA and Aker RGI ASA, dated April 7,
1997, is attached to this Schedule as Exhibit 13.2 and this description of
such Agreement is qualified in its entirety by reference to Sections 1,2 and
3 of such Exhibit 13.2, which is incorporated by reference in its entirety.
On April 30, 1997, the Registrant and RGI Holdings entered into a Stock Purchase
Agreement whereby the Registrant sold 34,130 of its shares of Common Stock to
Holdings at $11.72 per share for a total subscription price of $400,003.60.
As a result of this transaction, Holdings is now a beneficial owner of
4,996,846 shares of Registrant's Common Stock or approximately 79.4% of the
Registrant's outstanding shares. A copy of this Stock Purchase Agreement
between Registrant and Holdings, dated April 30, 1997, is attached to this
Schedule as Exhibit 14, and this description of such Stock Purchase Agreement
is qualified in its entirety by reference to such Exhibit 14, and which is
incorporated by reference in its entirety.
Page 18 of __ Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 13.2 - Shareholder Agreement between Avantor ASA and Aker RGI ASA.
Exhibit 14 - Stock Purchase Agreement
<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 11th day of June, 1997
Aker RGI ASA
By: /s/
------------------------------
Name:
Its:
RGI (Europe) B.V.
By:/s/
------------------------------
Name: Bjorn R. Gjelsten
Its: Managing Director
RGI (Denmark) ApS
By:/s/
------------------------------
Name: Bjorn R. Gjelsten
Its: Director
RESOURCE GROUP INTERNATIONAL, INC.
By: /s/
------------------------------
Name: Rodney Eaton
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. ***
13.1 Addendum No. 1 to Agreement between RGI Real
Estate, Inc. and Avantor International AS. ****
13.2 Shareholder Agreement between Avantor ASA and
Aker RGI ASA.
14 Stock Purchase Agreement between RGI Holdings
and Legend Properties.
- -----------
* 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.
**** Filed as Exhibit 13 to Amendment No.6 to Schedule 13D.
<PAGE>
SHAREHOLDER AGREEMENT
BETWEEN
AVANTOR ASA AND AKER RGI ASA
This agreement has reference to the following existing agreements:
- - Agreement between RGI Real Estate, Inc. and Avantor International AS of 3
July 1995
- - Addendum No.1 to Agreement between RGI Real Estate, Inc. and Avantor
International AS of June 1996
Avantor ASA has the right, through Avantor International (Avantor Int'l) to
exchange its equity interest in RGI Holdings, Inc. for shares in Legend
Properties, Inc. (formerly Banyan Mortgage Investment Fund). In this context,
the parties agree the following:
1. The option period for converting to Legend shares will be increased by
one year to 31 December 1999.
2. If Avantor Int'l exercises its option during this period, Avantor Int'l
undertakes not to distribute on or sell such shares before the end of the
option period without the consent of Aker RGI. If Aker RGI (or
companies owned by Aker RGI) sells shares in Legend during the option
period, Avantor Int'l has the right to include its shares
proportionally (in relation to the number of shares owned) in such a sale.
3 If Avantor Int'l, after having exercised the option, and for as long as
the option shares are owned by Avantor (or its wholly-owned subsidiaries),
wishes to nominate a representative to the board of directors of
Legend, Aker RGI will vote in favor of this. Avantor Int'l accepts that
such nomination will not be made at the expense of the seats of Storetvedt
and Uptain on the board.
Oslo, den 7/4/97
/s/ /s/
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Avantor ASA Aker RGI ASA
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LEGEND PROPERTIES, INC.
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made as of April 30, 1997, by and between
LEGEND PROPERTIES, INC., a Delaware corporation (the "Company"), and RGI
HOLDINGS, INC., a Washington corporation (the "Subscriber") who is subscribing
hereby for Thirty-four Thousand One Hundred and Thirty (34,130) shares of the
Company's Common Stock, par value $0.01 per share (the "Shares").
In consideration of the Company's agreement to sell to the Subscriber the
Shares, upon the terms and conditions set forth herein, the Subscriber and the
Company hereby agree as follows:
SECTION 1
SUBSCRIPTION
1.1 Subject to the terms and conditions set forth herein, the Subscriber
subscribes for, and the Company agrees to sell, the Shares at a price of $11.72
per Share for an aggregate purchase price of Four Hundred Thousand Three Dollars
and Sixty Cents ($400,003.60) (the "Subscription Price"). The Company shall
issue the Shares to Subscriber in consideration of cash or a certified or bank
check in the amount of the Subscription Price.
1.2 The Subscriber understands and acknowledges that:
(a) The Shares have not been registered under the Securities Act of
1933, as amended (the "Act"), or under the securities laws of any state, in
reliance on certain exemptions from the registration requirements under the Act
and such state laws and therefore the Shares are "restricted securities" within
the meaning of Rule 144 under the Act.
(b) No assignment, sale, transfer, exchange or other disposition of
the Shares or other securities of the Company can be made except in accordance
with applicable federal and state securities laws. Consequently, the economic
risk of the investment must be borne indefinitely by the Subscriber.
(c) The Subscriber is familiar with Rule 144 promulgated under the
Act, which permits limited public resales of securities acquired in a non-public
offering and/or securities held by "affiliates" of the issuer, subject to the
satisfaction of certain conditions and is aware that the Shares may not be sold
pursuant to Rule 144 unless all of the conditions of that Rule are met.
(e) No federal or state agency has made any finding or determination as to
the fairness of
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this offering for investment, nor any recommendation or endorsement of the
Shares.
(f) The Subscriber hereby consents to the placement of a legend on all
certificates representing the Shares in substantially the following form:
These securities have not been registered under the
Securities Act of 1933, as amended, or the securities act of
any state (collectively, the "Securities Laws"). They may
not be sold or offered for sale in the absence of an
effective registration statement under the Securities Laws,
or an opinion of counsel satisfactory to the issuer of these
securities that an exemption under the Securities Laws is
available and that such registration is not required.
SECTION 2
REPRESENTATIONS AND WARRANTIES
2.1 The Company has made available to the Subscriber all documents that
the Subscriber has requested, and the Subscriber has requested all documents and
other information which the Subscriber has deemed necessary to consider,
relating to this investment in the Company and the Company has provided answers
to all questions raised by the Subscriber concerning the offering and an
investment in the Company. The Subscriber has carefully considered and has, to
the extent the Subscriber believes such discussion necessary, discussed with the
Subscriber's professional legal, tax and financial advisers and his
representative (if any), the suitability of an investment in the Company for the
Subscriber's particular tax and financial situation. All information which the
Subscriber has provided to the Company concerning the Subscriber and the
Subscriber's financial position is correct and complete as of the date set forth
below, and if there should be any material adverse change in such information
prior to the acceptance of this Subscription Agreement by the Company, the
Subscriber will immediately provide such information to the Company.
2.2 The Subscriber knows that the Shares have not been registered under
either federal or state securities laws, and the Subscriber represents and
warrants that the Subscriber is purchasing the Shares for investment for its own
account and not on behalf of any other person, nor with a view to, or for resale
or other distribution of such Shares. The Subscriber also understands that the
Company is under no obligation and has no intention to register the Shares or,
except as provided in Section 3.1, to take any actions so as to make available
exemptions from the registration requirements of the state and federal
securities laws and that the Shares or other securities of the Company cannot be
sold or otherwise distributed in the absence of an exemption from such
registration requirements.
2.3 The Subscriber's overall commitment to investments which are not
readily marketable is not disproportionate to the Subscriber's net worth. The
Subscriber's investment in the Shares will not cause such overall commitment to
become excessive.
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2.4 The Subscriber has adequate net worth and means of providing for its
current needs and personal contingencies to sustain a complete loss of the
investment in the Company at the time of investment, and the Subscriber has no
need for liquidity in the investment in the Shares.
2.5 Subscriber represents and warrants that it is an "accredited investor"
in that it is a corporation (i) not formed for the specific pursuant of
acquiring the Shares and (ii) having total assets in excess of $5,000,000.
2.6 Subscriber represents that it has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of an investment in the Shares.
2.7 The Subscriber represents and warrants that all of the information set
forth herein is complete and correct.
SECTION 3
MISCELLANEOUS
3.1 With a view to making available to the Subscriber the benefits of Rule
144, the Company agrees to use its best efforts to (i) make and keep public
information available, as those terms are defined and understood under Rule 144;
(ii) file with the Securities and Exchange Commission in a timely manner all
reports and other documents required under the Act and the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); and (iii) so long as the
Subscriber owns the Shares, provide the Subscriber promptly upon request with a
written statement by the Company as to its compliance with the reporting
requirements of Rule 144, and of the Act and the Exchange Act, a copy of the
most recent annual or quarterly report of the Company filed with the Securities
and Exchange Commission, and such other reports and documents in the possession
of or reasonably obtainable by the Company which the Subscriber may request in
availing itself of the benefits of Rule 144.
3.2 This Subscription Agreement shall be enforced, governed and construed
in all respects in accordance with the laws of the State of Delaware. This
Subscription Agreement and the rights, powers and duties set forth herein shall
be binding upon and inure to the benefit of each of the parties hereto, such
parties legal representatives, successors and assigns.
IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement
as of the date first above written.
SUBSCRIBER:
RGI HOLDINGS, INC.,
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a Washington corporation
By: /s/
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Kenneth L. Uptain
Its President
COMPANY:
LEGEND PROPERTIES, INC.,
a Delaware corporation
By: /s/
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Raymond J. Whitty
Its Secretary
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