<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9 - Final Amendment)
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)
BJORN R. GJELSTEN, PRESIDENT
RGI HOLDINGS, INC.
C/O RESOURCE GROUP INTERNATIONAL, INC.
2025 FIRST AVENUE, SUITE 830
SEATTLE, WASHINGTON 98121
(206) 464-0200
------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
AUGUST 31, 2000
------------------------------------------------------------------------------
(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).
<PAGE> 2
----------------------- -------------------
SCHEDULE 13D
CUSIP NO. 06682P106 PAGE 2 OF 19 PAGES
----------------------- -------------------
------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
KJELL INGE ROKKE
------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
------- -----------------------------------------------------------------------
3 SEC USE ONLY
------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NORWAY
----------------------------------- ------ ------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------ ------------------------------------
8 SHARED VOTING POWER 100
------ ------------------------------------
9 SOLE DISPOSITIVE POWER 0
------ ------------------------------------
10 SHARED DISPOSITIVE POWER 100
------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
------- -----------------------------------------------------------------------
<PAGE> 3
----------------------- -------------------
SCHEDULE 13D
CUSIP NO. 06682P106 PAGE 3 OF 19 PAGES
----------------------- -------------------
------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TRG (EUROPE) B.V.
------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
------- -----------------------------------------------------------------------
3 SEC USE ONLY
------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
THE NETHERLANDS
----------------------------------- ------ ------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------ ------------------------------------
8 SHARED VOTING POWER 100
------ ------------------------------------
9 SOLE DISPOSITIVE POWER 0
------ ------------------------------------
10 SHARED DISPOSITIVE POWER 100
------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*[ ]
------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
------- -----------------------------------------------------------------------
<PAGE> 4
----------------------- -------------------
SCHEDULE 13D
CUSIP NO. 06682P106 PAGE 4 OF 19 PAGES
----------------------- -------------------
------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AKER RGI ASA
------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
------- -----------------------------------------------------------------------
3 SEC USE ONLY
------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NORWAY
----------------------------------- ------ ------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------ ------------------------------------
8 SHARED VOTING POWER 100
------ ------------------------------------
9 SOLE DISPOSITIVE POWER 0
------ ------------------------------------
10 SHARED DISPOSITIVE POWER 100
------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
------- -----------------------------------------------------------------------
<PAGE> 5
----------------------- -------------------
SCHEDULE 13D
CUSIP NO. 06682P106 PAGE 5 OF 19 PAGES
----------------------- -------------------
------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RGI (EUROPE) B.V.
------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
------- -----------------------------------------------------------------------
3 SEC USE ONLY
------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
THE NETHERLANDS
----------------------------------- ------ ------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------ ------------------------------------
8 SHARED VOTING POWER 100
------ ------------------------------------
9 SOLE DISPOSITIVE POWER 0
------ ------------------------------------
10 SHARED DISPOSITIVE POWER 100
------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
------- -----------------------------------------------------------------------
<PAGE> 6
----------------------- -------------------
SCHEDULE 13D
CUSIP NO. 06682P106 PAGE 6 OF 19 PAGES
----------------------- -------------------
------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RGI (DENMARK) APS
------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
------- -----------------------------------------------------------------------
3 SEC USE ONLY
------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DENMARK
----------------------------------- ------ ------------------------------------
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------ ------------------------------------
8 SHARED VOTING POWER 100
------ ------------------------------------
9 SOLE DISPOSITIVE POWER 0
------ ------------------------------------
10 SHARED DISPOSITIVE POWER 100
------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
------- -----------------------------------------------------------------------
<PAGE> 7
----------------------- -------------------
SCHEDULE 13D
CUSIP NO. 06682P106 PAGE 7 OF 19 PAGES
----------------------- -------------------
------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RESOURCE GROUP INTERNATIONAL INC.
------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
------- -----------------------------------------------------------------------
3 SEC USE ONLY
------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
WASHINGTON
----------------------------------- ------ ------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------ ------------------------------------
8 SHARED VOTING POWER 100
------ ------------------------------------
9 SOLE DISPOSITIVE POWER
------ ------------------------------------
10 SHARED DISPOSITIVE POWER 100
------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
------- -----------------------------------------------------------------------
<PAGE> 8
----------------------- -------------------
SCHEDULE 13D
CUSIP NO. 06682P106 PAGE 8 OF 19 PAGES
----------------------- -------------------
------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
RGI HOLDINGS, INC.
------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
------- -----------------------------------------------------------------------
3 SEC USE ONLY
------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
WASHINGTON
----------------------------------- ------ ------------------------------------
NUMBER OF 7 SOLE VOTING POWER 100
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
------ ------------------------------------
8 SHARED VOTING POWER 0
------ ------------------------------------
9 SOLE DISPOSITIVE POWER 100
------ ------------------------------------
10 SHARED DISPOSITIVE POWER 0
------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
------- -----------------------------------------------------------------------
<PAGE> 9
PROPERTIES, INC.
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock ("Common Stock"), $.01 par
value per share, of Legend Properties, Inc. (the "Company"), which has its
principal executive offices at 17300 River Ridge Blvd., Dumfries, Virginia
22026.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed on behalf of:
(1) Kjell Inge Rokke, a Norwegian citizen;
(2) TRG (Europe) B.V., a Netherlands corporation wholly-owned by
Mr. Rokke ("TRG");
(3) Aker RGI ASA, a Norwegian corporation ("Aker RGI");
(4) RGI (Europe) B.V., a Netherlands corporation and wholly-owned
subsidiary of Aker RGI ASA ("RGI Europe");
(5) RGI (Denmark) ApS, a Danish limited liability company and
wholly-owned subsidiary of RGI Europe ("RGI Denmark");
(6) Resource Group International Inc., a Washington corporation
and wholly-owned subsidiary of RGI Denmark ("RGI
International"); and
(7) RGI Holdings, Inc., a Washington corporation and 80.45%-owned
subsidiary of RGI International ("RGI Holdings").
TRG, Aker RGI, TRG, RGI Europe, RGI Denmark, RGI International and RGI
Holdings are hereinafter collectively referred to as the "RGI Entities."
TRG is a holding company through which Mr. Rokke owns his controlling
interest in Aker RGI. Aker RGI is an investment company that engages in
acquiring, restructuring, developing and selling companies. Its key investments
are currently in oil and gas technology, ship building and offshore industry
yards and fisheries. RGI Europe, RGI Denmark and RGI International 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.
On January 28, 1997, the merger of Aker ASA with and into a parent of
RGI Europe was consummated. As a result of the merger, the surviving
corporation, Aker RGI, was the ultimate parent of RGI Europe and its
subsidiaries, and Kjell Inge Rokke, who formerly owned 71% of the ultimate
parent of the RGI Europe and its subsidiaries, owned approximately 38% of the
voting stock of Aker RGI. On April 16, 1997, Mr. Rokke transferred the voting
stock of Aker RGI that he owned to TRG. As a result of a series of acquisitions
in 1998 and 1999, TRG increased its ownership to approximately 90.1% of the
voting stock of Aker RGI. In late November 1999, Aker RGI effected a squeeze-out
merger under Norwegian corporate law, leaving TRG as its sole shareholder.
Prior to October 16, 1997, RGI Real Estate, Inc., a Washington
corporation ("RGI Real Estate") owned all of the capital stock of RGI Holdings
and was itself a wholly-owned subsidiary of RGI International. On such date, RGI
Real Estate merged with and into RGI International, and, consequently, RGI
Holdings became a 80.45% owned subsidiary of RGI International.
Page 9 of 19
<PAGE> 10
In July, 1999, RGI International transferred 6,400 shares of the
Company's Common Stock to RGI Holdings.
The address of Mr. Rokke's principal offices is at Flat 3, 37 Chesham
Place, London SW1X8HB, United Kingdom. Mr. Rokke is a Norwegian citizen. His
present principal occupation is Chairman of Aker RGI.
The address of the principal business and principal offices of TRG is
Aert Van Nesstraat 45, 3012 CA Rotterdam, The Netherlands.
The address of the principal business and principal offices of Aker RGI
is Fjordalleen 16, P.O. Box 1423 Vika N-0115, Oslo, 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, and RGI Holdings is 2025 First Avenue, Suite 830, Seattle,
Washington 98121.
(a) - (c) & (f)
TRG
The following sets forth with respect to each executive officer and
director of TRG his name, position with such company, present principal
occupation (if other than with the RGI Entities), residence or principal
business address, and citizenship:
BOARD OF DIRECTORS:
Kjell Inge Rokke
Director
Flat 3, 37 Chesham Place
London SW1 X 8HB
United Kingdom
MeesPierson Trust B.V.
Director
P.O. Box 548
3000 AM Rotterdam
The Netherlands
MeesPierson Trust B.V. is a corporation organized and existing
under the laws of Netherlands, with corporate seat in
Amsterdam, the Netherlands.
EXECUTIVE OFFICERS:
Kjell Inge Rokke
Director
MeesPierson Trust B.V.
Director
Page 10 of 19
<PAGE> 11
AKER RGI
The following sets forth the name of each executive officer and 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
of Directors of Aker RGI is a Norwegian citizen. The position(s) with such
company and present principal occupation (if other than with the RGI Entities)
are set forth below.
BOARD OF DIRECTORS:
Kjell Inge Rokke, Chairman
Bjorn Ivar Flatgard, Deputy Chairman
Olav Revhaug, Board member
Bjorn Gabriel Reed, Board member
Bjorn Rune Gjelsten, Board member
Leif Furre, Board member
Atle Tiegland, Board member
Bjorn Kristiansen, Board member
Svein Ola Moen, Board member
EXECUTIVE OFFICERS:
Bjorn Rune Gjelsten, President and CEO
Helge Lund, Executive Vice President, Acting COO
Bengt A. Rem, Executive Vice President, Financial Reporting
and Administration
Terje D. Skullerud, Executive Vice President, Finance
Trondo Westlie, Executive Vice President, Business Development
Kaci Kullman Five, Executive Vice President, Public Relations
RGI EUROPE
The following sets forth with respect to each executive officer and
director of RGI Europe his or its name, position(s) with such company, present
principal occupation (if other than with the RGI Entities), residence or
principal business address, and citizenship or place of organization:
BOARD OF DIRECTORS:
Bengt A. Rem
Director
Chr. Mikkelsensvei 13b
1472 Fjellhamar, Norway
(Norwegian citizen)
Trond 0. Westlie
Director
Ruglandsveien 30
1342 Jar, Norway
(Norwegian citizen)
Page 11 of 19
<PAGE> 12
MeesPierson Trust B.V.
Director
Kneuterdijk 15
P.O. Box 188
2501 AR The Hague
The Netherlands
(Netherlands corporation)
EXECUTIVE OFFICERS:
MeesPierson Trust B.V.
Managing Director
Kneuterdijk 15
P.O. Box 188
22501 AR The Hague
The Netherlands
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.
RGI DENMARK
The following sets forth with respect to each executive officer and
director of RGI Denmark his name, position with such company, present principal
occupation (if other than with the RGI Entities), residence or principal
business address, and citizenship:
BOARD OF DIRECTORS:
Bengt A. Rem
Director
Beddingen 20
Chr. Mikkelsensvei 13b
1472 Fjellhamar, Norway
(Norwegian citizen)
Trond 0. Westlie
Director
Ruglandsveien 30
1342 Jar, Norway
(Norwegian citizen)
Georg Lett
Director
c/o Lett & Co. Advokatfirma
Borgengade 111
P.O. Box 2231
1019 Copenhagen, Denmark
(Danish citizen)
Page 12 of 19
<PAGE> 13
EXECUTIVE OFFICERS:
Bengt A. Rem
Director
Beddingen 20
Chr. Mikkelsensvei 13b
1472 Fjellhamar, Norway
(Norwegian Citizen)
RGI INTERNATIONAL
The following sets forth with respect to each executive officer and
director of RGI International his name, position(s) with such company, present
principal occupation (if other than with the RGI Entities), residence or
principal business address, and citizenship:
BOARD OF DIRECTORS:
Bill Stokes
President and Chairman of the board
c/o ASC Far East, Inc.
2025 First Ave., Suite 835
Seattle, WA 98121-2154
(US citizen)
Dag Fasmer Wittusen
Vice President
Risstubben 5
0374 Oslo, Norway
(Norwegian citizen)
Debra Dormaier
Treasurer
c/o Resource Group International, Inc.
2025 First Ave., Suite 830
Seattle, WA 98121-2154
(US citizen)
EXECUTIVE OFFICERS:
Bill Stokes, President and Chairman of the board
Michael J. Hyde
Secretary
c/o American Seafoods Company, Inc.
2025 First Ave., Suite 900
Seattle, WA 98121-2154
(US citizen)
Debra Dormaier
Treasurer
c/o Resource Group International, Inc.
2025 First Ave., Suite 830
Seattle, WA 98121-2154
(US citizen)
Page 13 of 19
<PAGE> 14
RGI HOLDINGS
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:
Bjorn R. Gjelsten
President and Director
c/o RGI Holdings, Inc.
2025 First Avenue, Suite 830
Seattle, WA 98121
(U.S. citizen)
Jan Petter Storetvedt
Executive Vice President and Director
Box 4538 Torshov
0404 Oslo, Norway
(Norwegian citizen and business executive)
Debra Dormaier
Vice President, Secretary and Treasurer
c/o RGI Holdings, Inc.
2025 First Avenue, Suite 830
Seattle, WA 98121
(U.S. citizen)
(d) - (e)
During the last five years, none of Mr. Rokke or 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The reporting persons used their own funds for the purpose of the
proposed transactions described in Item 4 of this Statement.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (j)
On October 13, 1999, RGI Holdings presented to the Company's Board of
Directors a proposal, subject to certain terms and conditions, for the merger of
the Company with a company to be formed by RGI Holdings, pursuant to which the
stockholders of the Company, other than RGI Holdings, would receive $0.13 per
share in cash for their shares of Common Stock.
At a meeting of the Company's Board of Directors on October 13, 1999,
the Board of Directors referred the proposal to a special committee of
disinterested directors established to evaluate and consider the proposal. The
Board of Directors also authorized the special committee to engage financial and
legal advisors to assist it in evaluating and considering the proposal. The
proposed transaction was subject, among other things, to (i) entering into a
definitive merger agreement with the Company, (ii) approval of the transaction
by the special committee, the full Board of Directors of the Company and the
Page 14 of 19
<PAGE> 15
Company's stockholders, (iii) the completion of all necessary governmental and
regulatory filings required to be filed in connection with the transaction, the
receipt of all applicable governmental and regulatory approvals that are
required to be obtained by the parties and the expiration of any applicable
waiting periods, and (iv) receipt of a fairness opinion from the financial
advisor to the special committee of the Board of Directors of the Company
stating that the proposed transaction is fair, from a financial point of view,
to the stockholders of the Company. A copy of the proposal is attached hereto as
Exhibit 16 to this Statement.
On January 6, 2000, the Company, RGI Holdings and LP Acquisition Corp.,
a newly-formed, wholly-owned subsidiary of RGI Holdings, entered into an
Agreement and Plan of Merger (the "Merger Agreement") providing for cash Merger
consideration of $0.50 per share. The special committee of the Company's Board
of Directors as well as the Company's full board of Directors unanimously
approved the Merger Agreement at meetings held on January 6, 2000. Pursuant to
the Merger Agreement, (i) LP Acquisition Corp. will merge with and into the
Company (the "Merger"), with the Company as the surviving corporation, (ii) each
outstanding share of the Company's Common Stock (other than shares held by RGI
Holdings) will be converted into the right to receive $0.50 per share in cash,
and (iii) each outstanding option to purchase the Company's Common Stock will be
canceled and the holder thereof will receive a cash payment equal to the
difference between $0.50 and the exercise price of such option (collectively,
the "Transactions"). The Merger Agreement was approved by the special committee
acting on, among other things, a written opinion received from its financial
advisor, Josephthal & Co. Inc. that the Merger consideration is fair to the
Company's public stockholders from a financial point of view. Consummation of
the Merger and the other Transactions is subject, among other things, to (i) the
approval of holders of a majority of the outstanding shares of the Company's
Common Stock and (ii) the completion of all necessary governmental and
regulatory filings required to be filed in connection with the Merger, the
receipt of all applicable governmental and regulatory approvals that are
required to be obtained by the parties and the expiration of any applicable
waiting periods. The foregoing summary of the Merger Agreement and the
Transactions is qualified in its entirety by reference to the text of the Merger
Agreement, which is attached hereto as Exhibit 17 to this Statement.
On August 31, 2000, the Company's stockholders adopted and approved the
Merger Agreement and the Merger was consummated. As a result, each outstanding
share of the Company's Common Stock held by RGI Holdings was cancelled and each
share of common stock of LP Acquisition Corp. (all of which were held by RGI
Holdings) was converted into one share of Common Stock of the Company. All other
outstanding shares of the Company's Common Stock were converted into the right
to receive $0.50 per share in cash.
Upon consummation of the Merger, RGI Holdings now holds 100% of the
Common Stock of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following entities are known to be the beneficial owners of more
than five percent (5%) of the outstanding shares of Common Stock as of
August 31, 2000:
RGI Holdings holds 100 shares of Common Stock, which constitutes 100%
of the outstanding shares of Common Stock.
RGI International, as the owner of 80.45% of RGI Holdings, may be
deemed to beneficially own the 100 shares of Common Stock held by RGI
Holdings.
Each of Aker RGI, RGI Europe, RGI Denmark and RGI International, as
parent holding companies for RGI Holdings (as well as TRG, as the
controlling shareholder of Aker RGI, and Mr. Rokke as the sole
shareholder of TRG), may be deemed to beneficially own the shares of
Common Stock held by RGI Holdings, which constitutes 100 shares of
Common Stock or 100% of the outstanding shares of Common Stock.
(b) RGI Holdings has sole power to vote and dispose of 100 shares of Common
Stock.
Page 15 of 19
<PAGE> 16
Each of Aker RGI, RGI Europe, RGI Denmark and RGI International, as
parent holding companies for RGI Holdings (as well as TRG, as the
controlling shareholder of Aker RGI, and Mr. Rokke as the sole
shareholder of TRG), may be deemed to have shared power to vote and
dispose of the 100 shares of Common Stock over which RGI Holdings has
sole voting and dispositive power.
(c) None of the persons named in response to paragraph (a) have effected
transactions in the Common Stock during the past 60 days. 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 15 to this Statement and
this description of such Agreement is qualified in its entirety by
reference to such Exhibit 15, 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.
(d) None.
(e) N/A.
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. (which has been merged into RGI International) and
Avantor International AS ("Avantor"), pursuant to which RGI Holdings agreed with
the holder of 19.55% of its capital stock, 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 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 Common Stock or
approximately 22% of the 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 Common Stock, 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 Company'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
Company. A copy of this second amendment, Shareholder Agreement between Avantor
and Aker RGI, dated April 7, 1997, was attached to Amendment No. 7 to this
Statement as Exhibit 13.2 and this description of such Agreement is qualified in
its entirety by reference to such Exhibit 13.2, which is incorporated by
reference in its entirety.
On April 30, 1997, the Company and RGI Holdings entered into a Stock
Purchase Agreement whereby the Company sold 34,130 of its shares of Common Stock
to RGI Holdings at $11.72 per share for a total subscription price of
$400,003.60. A copy of this Stock Purchase Agreement between Company and RGI
Holdings, dated April 30, 1997, was attached to Amendment No. 7 to this
Statement as Exhibit 14, and this description of such Stock Purchase Agreement
is qualified in its entirety by reference to such Exhibit 14, which is
incorporated by reference in its entirety.
On July 9, 1998, RGI Holdings acquired an aggregate of 60,800 shares of
Common Stock for a total of $185,000. See Item 5(c) of this Statement.
In July, 1999, RGI International transferred 6,400 shares of the
Company's Common Stock to RGI Holdings.
On January 6, 2000, the Company, RGI Holdings and LP Acquisition Corp.,
a newly-formed, wholly-owned subsidiary of RGI Holdings, entered into the Merger
Page 16 of 19
<PAGE> 17
Agreement, which Merger Agreement was adopted and approved by a majority of the
Company's stockholders at a special meeting of stockholders held on August 31,
2000. Pursuant to the Merger Agreement, LP Acquisition Corp. merged with and
into the Company with the Company being the surviving corporation in the Merger,
and each outstanding share of the Company's Common Stock, other than shares held
by RGI Holdings, was canceled and converted automatically into the right to
receive $0.50 in cash. As a result of the Merger, the Company has become a
privately held company, wholly-owned by RGI Holdings, and will no longer be
subject to the requirements of the Securities Exchange Act of 1934. A copy of
the Merger Agreement is attached hereto as Exhibit 17 to this Statement. See
Item 4 of this Statement.
Page 17 of 19
<PAGE> 18
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION FOOTNOTE
------ ----------- --------
<S> <C> <C>
1 Agreement and Plan of Merger among RGI/US, Holdings and Banyan, dated as of April 12, (1)
1996 as amended and restated as of May 20, 1996.
2 Promissory Note for Initial Shares. (2)
3 Stock Pledge Agreement. (2)
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 (3)
Goodman Financial Services, Inc.
6 Common Stock Purchase and Sale Agreement dated December 3, 1996 by and among RGI (4)
Holdings, Jack Hofert and Marilyn Hofert.
7 Common Stock Purchase and Sale Agreement dated December 3, 1996 by and among RGI Holdings (4)
and Robert Howard.
8 Common Stock Purchase and Sale Agreement dated December 3, 1996 by and among RGI Holdings (4)
and Erste Osterreichishe Sparkasse (First Austrian Bank).
9 Common Stock Purchase and Sale Agreement dated December 5, 1996 by and among RGI Holdings (4)
and Charles F. Trapp.
10 Common Stock Purchase and Sale Agreement dated December 5, 1996 by and among RGI Holdings (4)
and SMC Somerset Kensington, L.P.
11 Common Stock Purchase and Sale Agreement dated December 5, 1996 by and among RGI Holdings (4)
and John Patrick Kneafsey.
12 Common Stock Purchase and Sale Agreement dated December 3, 1996 by
and among RGI (4) Holdings, Gabriel Capital, L.P., Ariel Fund
Limited and Ariel Management Corp. (4)
13.1 Addendum No. 1 to Agreement between RGI Real Estate, Inc. and Avantor International AS. (5)
13.2 Shareholder Agreement between Avantor ASA and Aker RGI ASA. (6)
14 Stock Purchase Agreement between RGI Holdings and Legend Properties. (6)
15 Agreement dated July 9, 1998 by and among John A. Hinson, John W. Temple, RGI Holdings, (7)
Inc. and Kenneth L. Uptain.
16 Letter from RGI Holdings, Inc. to the Board of Directors of Legend Properties, Inc. dated (7)
October 13, 1999.
17 Agreement and Plan of Merger among RGI Holdings, Inc., LP Acquisition Corp. and Legend (7)
Properties, Inc. dated as of January 6, 2000.
</TABLE>
---------------------
(1) 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) Filed as an exhibit to initial Schedule 13D and not restated pursuant to
Rule 13d-2(c).
(3) Filed as an exhibit to Amendment No. 1 to Schedule 13D.
(4) Filed as an exhibit to Amendment No. 2 to Schedule 13D.
(5) Filed as Exhibit 13 to Amendment No. 6 to Schedule 13D.
(6) Filed as an exhibit to Amendment No. 7 to Schedule 13D.
(7) Filed as an exhibit to Amendment No. 8 to Schedule 13D.
Page 18 of 19
<PAGE> 19
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 31st day of August, 2000.
/s/ KJELL INGE ROKKE
-----------------------------------------------
Kjell Inge Rokke
TRG (Europe) B.V.
By: /s/ KJELL INGE ROKKE
-----------------------------------------------
Name: Kjell Inge Rokke
Its: President
Aker RGI ASA
By: /s/ BJORN R. GJELSTEN
-----------------------------------------------
Name: Bjorn R. Gjelsten
Its: President
RGI (Europe) B.V.
By: /s/ BENGT A. REM
-----------------------------------------------
Name: Bengt A. Rem
Its: Director
RGI (Denmark) ApS
By: /s/ BENGT A. REM
-----------------------------------------------
Name: Bengt A. Rem
Its: Director
RESOURCE GROUP INTERNATIONAL, INC.
By: /s/ BILL STOKES
-----------------------------------------------
Name: Bill Stokes
Its: President
RGI HOLDINGS, INC.
By: /s/ BJORN R. GJELSTEN
-----------------------------------------------
Name: Bjorn R. Gjelsten
Its: President
Page 19 of 19
