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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 1998
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: DECEMBER 16, 1997
(DATE OF EARLIEST EVENT REPORTED)
LEGEND PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-9885 36-3465359
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
13662 OFFICE PLACE, SUITE 201, WOODBRIDGE, VA 22192
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(703) 680-2226
(REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On December 16, 1997, Legend Properties, Inc. ("Legend") announced that the
settlement has become effective in the shareholder lawsuit arising out of the
merger between RGI U.S. Holdings, Inc. and Banyan Mortgage Investment Fund (now
known as Legend Properties, Inc.) The settlement was approved on November 12,
1997 (reported in 8-K filing dated November 17, 1997) by the Chancery Court in
Delaware and became effective with the expiration of the 30 day appeal period.
It provides for a full and complete release of any and all claims which may
challenge or question the validity of the vote on the merger.
Additionally, Legend announced on January 5, 1998, the company has closed its
sale of Laguna Seca Ranch, a proposed residential development site in Monterey,
California, for $12.8 million. The sale is expected to result in a gain of
approximately $4 million for financial reporting purposes. The actual gain
recognized may differ based upon any adjustments to the allocation of the
purchase price to the net assets acquired. A copy of the press release issued by
Legend on January 5, 1998 is included as Exhibit 99.1 hereto and incorporated by
reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits
99.1 Press Release of the Registrant dated January 5, 1998.
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 thereunto duly authorized.
Date: January 16, 1998
LEGEND PROPERTIES, INC.
(Registrant)
By: /s/ EDWARD F. PODBOY
---------------------------------
Edward F. Podboy
President, Chief Executive Officer
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[PASTORE COMMUNICATIONS GROUP LETTERHEAD]
NEWS RELEASE
LEGEND PROPERTIES CLOSES SALE OF
LAGUNA SECA RANCH DEVELOPMENT SITE
FOR $12.8 MILLION
WOODBRIDGE, Va. Jan. 5 - Legend Properties (formerly NASDAQ:LPROE) has closed
its sale of Laguna Seca Ranch, a proposed residential development site in
Monterey, Calif. for $12.8 million.
Laguna Seca is the second of two assets Legend has recently sold which together
generated proceeds of more than $32 million. On Nov. 18, the company sold the
Lynnwood Center, a retail property in Lynnwood, Wa. for $20.2 million.
The gain from the Laguna Seca sale is expected to be $4 million and the gain
from the Lynwood sale is expected to be approximately $195,000.
President Ed Podboy said, "These sales help to further sharpen our focus on
Legend's core assets on the East Coast, where we are developing large
residential properties in Maryland and Virginia near Washington, D.C. and on
Florida's east coast near Vero Beach. In August, we moved our headquarters from
Seattle, Wash., to metro Washington, D.C., to consolidate our efforts and reduce
operating costs."
Mr. Podboy also said, "We believe that the proceeds from the California and
Washington sales should allow us to fund 1998 operations without raising
additional capital." He said Legend plans to use the sales proceeds as a source
of operating capital and to fund the development and construction of its core
East Coast assets.
Woodbridge, Va-based Legend Properties, Inc. is a real estate development
company with properties in Vero Beach, Fla., and suburban Washington, DC. The
company owns more than 5,800 acres of development properties, with approvals
for more than 10,000 homes and six million square feet of commercial and
industrial property.
NOTE: Certain statements in this news release that are not historical fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of
-more-
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Page two
Pastore/Legend Properties
Jan. 5, 1997
1995. Without limiting the foregoing, words such as "believe," "should,"
"expects" and similar expressions are intended to identify forward-looking
statements. For a discussion of factors affecting the company's business plan,
see the company's 1996 annual report on Form 10-K - management's discussion and
analysis - "factors affecting Legend's business plan." These statements are
subject to a number of risks and uncertainties. Actual results could differ
materially from those projected in the forward-looking statements. The company
undertakes no obligation to update these forward-looking statements to reflect
future events or circumstances.
