<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
LEGEND PROPERTIES, INC.
-----------------------
(NAME OF THE ISSUER)
LEGEND PROPERTIES, INC.
LP ACQUISITION CORP.
KJELL INGE ROKKE
TRG (EUROPE) B.V.
AKER RGI ASA
RGI (EUROPE) B.V.
RGI (DENMARK) APS
RESOURCE GROUP INTERNATIONAL, INC.
RGI HOLDINGS, INC.
AVANTOR INTERNATIONAL AS
----------------------------------
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------
(TITLE OF CLASS OF SECURITIES)
52465 P-10-3
--------------------------------------
(CUSIP NUMBER OF CLASS OF SECURITIES)
PETER J. HENN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LEGEND PROPERTIES, INC.
3755 7TH TERRACE, SUITE 301
VERO BEACH, FLORIDA 32960
--------------------------------------------------------------------------------
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
WITH A COPY TO:
Michael W. Hein, Esq. Michael J. Choate
Greenberg Traurig, P.A. Shefsky & Froelich, Ltd.
1221 Brickell Avenue 444 North Michigan Avenue
Miami, Florida 33131 Chicago, Illinois 60611
(305) 579-0500 (312) 836-4066
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE
TRANSACTION VALUE* AMOUNT OF FILING FEE
------------------------------------------- ----------------------------------
$616,614...................... $123.32
------------------------------------------- ----------------------------------
* For purposes of calculating the fee only. Assumes purchase of 1,233,228
shares of Common Stock, par value $.01 per share, of Legend Properties,
Inc. at $0.50 per share.
[X] Check box if any of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the form or schedule and the
date of its filing.
Amount previously paid: $124.00
Form or Registration No.: Preliminary Information Statement on
Schedule 14C.
Filing Party: Legend Properties, Inc.
Date filed: February 18, 2000
<PAGE> 2
This Rule 13E-3 Transaction Statement (this "Statement") is being filed
pursuant to the requirements of Section 13(e) of the Securities Exchange Act of
1934 in connection with the filing by Legend Properties, Inc. ("Legend" or the
"Company") with the Securities and Exchange Commission (the "Commission") on
July 7, 2000 of a Preliminary Information Statement on Schedule 14C (the
"Information Statement") in connection with a special meeting of Legend's
stockholders called to consider and vote upon an Agreement and Plan of Merger
dated as of January 6, 2000 (the "Merger Agreement") by and among Legend, RGI
Holdings, Inc., the holder of approximately 80% of Legend's outstanding common
stock, and L.P. Acquisition Corp. (the "Purchaser"), a wholly owned subsidiary
of RGI Holdings, Inc. Pursuant to the Merger Agreement, the Purchaser will be
merged with and into Legend and Legend will become a private company wholly
owned by RGI Holdings.
The information in the Information Statement which is attached hereto
as Exhibit (a)(3), including all appendices thereto, is hereby expressly
incorporated herein by reference in response to the items of Schedule 13E-3,
except as otherwise set forth below.
ITEM 2. SUBJECT COMPANY INFORMATION.
Item 1002(e) of Regulation M-A. None.
Item 1002(f) of Regulation M-A. RGI Holdings acquired an
aggregate of 60,800 shares of Common Stock from John A. Hinson and John W.
Temple in connection with settlement of litigation styled JOHN A. HINSON AND
JOHN W. TEMPLE V. RGI HOLDINGS, INC., RGI/US HOLDINGS, INC. AND KENNETH L.
UPTAIN, 96 Civ 9257 (BSJ) filed in the U.S. District Court for the Southern
District of New York. The transaction was pursuant to an Agreement dated July 9,
1998 by and among Messrs. Hinson and Temple, RGI Holdings and Kenneth L. Uptain,
a copy of which is attached hereto as Exhibit (d)(3) to this Statement and this
description of such Agreement is qualified in its entirety by reference to such
Exhibit (d)(3), which is incorporated by reference in its entirety. RGI Holdings
paid a total of $185,000 in connection with the settlement of such litigation
and the acquisition of such shares in July 1998.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
Item 1003(c)(3) and (4) of Regulation M-A. Neither any Affiliate
nor any executive officer, director or person controlling any Affiliate has
during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
judicial or administrative proceeding and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting activities subject to, federal or state securities laws or
finding any violation of such laws.
ITEM 4. TERMS OF THE TRANSACTION.
Item 1004(e) of Regulation M-A. None.
ITEM 13. FINANCIAL STATEMENTS.
Item 1010(b) of Regulation M-A. Not applicable.
ITEM 16. EXHIBITS.
Item 1016 of Regulation M-A. The following documents are filed
as exhibits to this Statement:
2
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------ -------
<S> <C>
(a)(1) Letter to Stockholders (included in Preliminary Information Statement, which is filed herewith as
Exhibit (a)(3)).
(a)(2) Notice of Stockholder Action without a Meeting (included in the Preliminary Information Statement,
which is filed herewith as Exhibit (a)(3)).
(a)(3) Preliminary Information Statement.
(a)(4) Press Release issued by Legend Properties, Inc. dated October 15, 1999 (incorporated by reference to
the Current Report on Form 8-K filed by Legend Properties, Inc. on October 15, 1999).
(a)(5) Press Release issued by Legend Properties, Inc. dated January 5, 2000 (incorporated by reference to
the Current Report on Form 8-K filed by Legend Properties, Inc. on January 13, 2000).
(b) None.
(c)(1) Opinion of Josephthal & Co. Inc. dated January 5, 2000 (included as Appendix B to the Preliminary
Information Statement, which is filed herewith as Exhibit (a)(3)).
(c)(2) Financial Analysis Presentation materials prepared by Josephthal & Co. Inc. dated January 5, 2000 to
the Special Committee of the Board of Directors of Legend Properties, Inc. (filed as Exhibit (c)(2)
to this Statement as filed on February 18, 2000).
(c)(3) PriceWaterhouseCoopers Complete and Self-Contained Appraisal Report of Southbridge Price William
County, VA as of March 31, 1999.
(d)(1) Agreement and Plan of Merger among RGI Holdings, Inc., LP Acquisition Corp. and Legend Properties,
Inc. dated as of January 6, 2000 (included as Appendix A to the Preliminary Information Statement,
which is filed herewith as Exhibit (a)(3)).
(d)(2) Shareholders Agreement dated as of April 7, 1997 between RGI International, Inc. (as successor in
interest to RGI Real Estate, Inc.) and Avantor International AS (incorporated by reference to
Amendment No. 7 to Schedule 13D filed by RGI Holdings, Inc. and certain affiliates on June 11,
1997).
(d)(3) Agreement dated July 9, 1998 by and among John A. Hinson, John W. Temple, RGI Holdings, Inc. and
Kenneth L. Uptain (incorporated by reference to Amendment No. 8 to Schedule 13D filed by RGI
Holdings, Inc. and certain affiliates on January 14, 2000).
(e) None.
(f) None.
(g) None.
(h) None.
</TABLE>
3
<PAGE> 4
SIGNATURES
After due inquiry and to the best of our knowledge and belief, each of
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
<TABLE>
<CAPTION>
<S> <C>
LEGEND PROPERTIES, INC.
Dated: June 29, 2000 By:/s/ PETER J. HENN
---------------------------------------
Name: Peter J. Henn
Title: Chief Executive Officer
Dated: June 29, 2000 LP ACQUISITION CORP.
By:/s/ DEBRA DORMAIER
---------------------------------------
Name: Debra Dormaier
Title: Vice President
KJELL INGE ROKKE
Dated: June 29, 2000 /s/ KJELL INGE ROKKE
------------------------------------------
TRG (EUROPE) B.V.
Dated: June 29, 2000 By:/s/ KJELL INGE ROKKE
---------------------------------------
Name: Kjell Inge Rokke
Title: President
AKER RGI ASA
Dated: June 29, 2000 By:/s/ BENGT A. REM
---------------------------------------
Name: Bengt A. Rem
Title: Vice President
RGI (EUROPE) B.V.
Dated: June 29, 2000 By:/s/ BENGT A. REM
---------------------------------------
Name: Bengt A. Rem
Title: Director
RGI (DENMARK) ApS
Dated: June 29, 2000 By:/s/ BENGT A. REM
---------------------------------------
Name: Bengt A. Rem
Title: Director
RESOURCE GROUP INTERNATIONAL, INC.
Dated: June 29, 2000 By:/s/ BILL STOKES
---------------------------------------
Name: Bill Stokes
Title: President
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C>
RGI HOLDINGS, INC.
Dated: June 29, 2000 By:/s/ DEBRA DORMAIER
---------------------------------------
Name: Debra Dormaier
Title: Vice President
AVANTOR INTERNATIONAL AS
Dated: June 29, 2000 By:/s/ CHRISTIAN JOYCE
---------------------------------------
Name: Christian Joyce
Title: President
</TABLE>
5
<PAGE> 6
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
-------- ----------------
(Item 1016 of Regulation M-A)
(a)(3) Preliminary Information Statement.
(c)(3) PriceWaterhouseCoopers Complete and Self-Contained Appraisal
Report of Southbridge Price William County, VA as of March 31,
1999.
6
