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EXHIBIT (a)(6)
NOTICE TO STOCKHOLDERS
LEGEND PROPERTIES, INC.
3755 7th Terrace
Suite 301
Vero Beach, Florida 32960
September 5, 2000
NOTICE OF MERGER
TO FORMER STOCKHOLDERS OF LEGEND PROPERTIES, INC.:
We are pleased to inform you that on August 31, 2000 (the "Effective
Date"), the merger (the "Merger") of LP Acquisition Corp. ("Mergerco") with and
into Legend Properties, Inc. (the "Company") contemplated by the Agreement and
Plan of Merger (the "Merger Agreement") dated January 6, 2000, between Mergerco,
RGI Holdings, Inc. and the Company became effective upon the filing with the
Secretary of State of the State of Delaware of a Certificate of Merger of
Mergerco into the Company, pursuant to Section 251 of the Delaware General
Corporation Law ("Delaware Law"). At a meeting of the Company's stockholders
held on August 31, 2000, holders of a majority of the outstanding shares of
common stock, par value $.01 per share, of the Company (the "Shares") approved
and adopted the Merger Agreement.
Upon consummation of the Merger, each Share issued and outstanding
immediately prior to the Effective Date (other than any Shares held by Mergerco,
any subsidiary of RGI Holdings, Inc., or any Share held in the treasury of the
Company) was converted into the right to receive $0.50 in cash without interest
(the "Merger Consideration").
The Company has appointed Boston Equiserve as Paying Agent for the
purpose of receiving your stock certificates and distributing checks in payment
of the Merger Consideration.
Enclosed is the Letter of Transmittal that you should use in delivering
to the Paying Agent your certificates evidencing former Shares. Please read the
instructions contained in the Letter of Transmittal carefully before completing
it. MAKE SURE YOU INCLUDE YOUR TAXPAYER IDENTIFICATION NUMBER.
YOU MUST SURRENDER YOUR CERTIFICATES EVIDENCING FORMER SHARES IN ORDER
TO RECEIVE THE CASH TO WHICH YOU ARE ENTITLED.
You are urged to send, by hand or by mail, your certificates (attached
to the Letter of Transmittal) and all other documents required promptly to
Boston Equiserve at the address noted on the attached Transmittal Letter for
payment. If mail is used, registered mail is requested.
LEGEND PROPERTIES, INC.
