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As filed with the Securities and Exchange Commission on October 25, 1999
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 15, 1999
(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.)
3755 7th Terrace, Suite 301, Vero Beach , Florida 32960
(Address of principal executive offices)
(561) 778-0180
(Registrant's telephone number including area code)
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ITEM 5. OTHER EVENTS
On October 15, 1999, Legend Properties, Inc. (the "Registrant") announced that
it has received a proposal from RGI Holdings, Inc. ("Holdings") for the merger
of the Registrant with a wholly-owned subsidiary of Holdings. Pursuant to the
offer, Holdings would acquire all of the outstanding shares of the Registrant's
common stock, not currently held by Holdings, for $0.13 per share in cash.
Holdings currently holds approximately 80% of the Registrant's common stock. A
copy of the press release issued by the Registrant on October 15, 1999 is
included as Exhibit 99.1 hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements. Not Applicable
(b) Pro Forma Financial Information. Not Applicable.
(c) Exhibits
99.1 Press Release of the Registrant dated October 15, 1999.
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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 thereunto duly authorized.
Date: October 25, 1999
LEGEND PROPERTIES, INC.
(Registrant)
By: /s/ ROBERT B. CAVOTO
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Robert B. Cavoto
Vice President, Chief Financial Officer
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LEGEND PROPERTIES, INC.
FOR IMMEDIATE RELEASE CONTACT:
Robert B. Cavoto
Chief Financial Officer
Legend Properties, Inc.
Tel: (703) 680-2226
LEGEND PROPERTIES RECEIVES GOING PRIVATE
BUYOUT OFFER FROM CONTROLLING SHAREHOLDER
WOODBRIDGE, VA - (October 15, 1999) Legend Properties, Inc. today announced that
it has received a proposal from RGI Holdings, Inc. for the merger of Legend with
a wholly-owned subsidiary of RGI Holdings. Pursuant to the offer, RGI Holdings
would acquire all of the outstanding shares of Legend's common stock not
currently held by RGI Holdings for $0.13 per share in cash. RGI Holdings
currently holds approximately 80% of Legend's capital stock. Aker RGI ASA, a
Norwegian corporation whose shares are traded on the Oslo Stock Exchange, holds
approximately 80% of the capital stock of RGI Holdings.
Legend's Board of Directors has established a special committee to evaluate and
consider the proposal. The proposed merger is subject, among other things, to
(i) the execution of a definitive merger agreement containing customary terms,
(ii) approval of the transaction by Legend's special committee, Board of
Directors and shareholders, (iii) compliance with all applicable regulatory and
governmental requirements and (iv) receipt of an opinion from the special
committee's financial advisor that the consideration to be received by the
public shareholders is fair from a financial point of view.
Legend Properties, Inc. is a diversified real estate operating company engaged
in real estate development and sales, club operations and patient services.
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