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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 4
LEGEND PROPERTIES, INC.
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(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
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(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
52465 P-10-3
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(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
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(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
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TRANSACTION VALUE* AMOUNT OF FILING FEE
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$616,614................. $123.32
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* 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
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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 adoption and approval by the stockholders of Legend
Properties, Inc. ("Legend") of 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. ("RGI Holdings"), at a special meeting of the Company's
stockholders held on August 31, 2000. Pursuant to the Merger Agreement, the
Purchaser was merged with and into Legend and Legend and became wholly owned by
RGI Holdings.
The information in the Definitive Information Statement on Schedule 14C
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.
In July, 1999, RGI International transferred 6,400 shares of
the Company's Common Stock to RGI Holdings.
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(a) of Regulation M-A. As a result of the Merger, each
share of Common Stock that was issued and outstanding immediately prior to the
effective time of the Merger (the "Effective Time") (other than shares held by
RGI Holdings) was converted as of the Effective Time into the right to receive
$0.50 per share in cash, in accordance with the Merger Agreement and as
described in the Information Statement. In addition, all options to purchase
Common Stock that were outstanding immediately prior to the Effective Time
became vested and exercisable in full, all outstanding options to purchase
Common Stock that were not exercised prior to the Effective Time were canceled
and terminated and expired as of the Effective Time, and in consideration for
such cancellation, each option holder received an amount in cash for each option
determined by multiplying (i) the excess, if any, of $0.50 over the applicable
exercise price per share for each share underlying such option by (ii) the
number of shares such option holder could have purchased had it exercised such
option in full immediately prior to the Effective Time. The exercise price of
all such options exceeded $0.50 per share.
Item 1004(e) of Regulation M-A. None.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
At the Special Meeting of Stockholders held on August 31,
2000, the Merger Agreement was approved by the affirmative vote of the holders
of a majority of the Company's Common Stock. The same day, a certificate of
merger with respect to the Merger was filed with the Secretary of State of the
State of Delaware, and, as a result, the Merger became effective on August 31,
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2000. The Merger was consummated as described in the Company's
Definitive Information Statement dated August 9, 2000 filed as
Exhibit (a) (3) to Amendment No. 3 to this Schedule 13E-3.
ITEM 7. PURPOSE, ALTERNATIVES, REASONS AND EFFECTS.
On September 15, 2000, Legend, as the surviving corporation of
the Merger, filed a certification on Form 15 pursuant to Rule
12g-4 and Rule 12h-3 relating to the Common Stock to provide
notice of termination of registration under Section 12(g) of the
Securities Exchange Act of 1934, as amended, and to suspend its
duty to file reports under Section 13 thereof.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 1008 (a) of Regulation M-A. As a result of consummation of
the Merger Agreement on August 31, 2000, RGI Holdings holds 100
shares of Common Stock, which constitutes 100% of the
outstanding shares of Common Stock.
Resource Group International, Inc. as the owner of 80.45% of RGI
Holdings' Common Stock, may be deemed to beneficially own the
100 shares of Common Stock held by RGI Holdings.
Each of Aker RGI ASA, RGI (Europe) B.V., RGI (Denmark) ApS and
Resource Group International, Inc., as parent holding companies
for RGI Holdings (as well as TRG (Europe) B.V., as the
controlling shareholder of Aker RGI ASA, and Mr. Rokke as the
sole shareholder of TRG (Europe) B.V.), 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.
Item 1008 (b) 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:
EXHIBIT
NUMBER EXHIBIT
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(a)(1) Letter to Stockholders (included in the Definitive
Information Statement, which was filed as Exhibit (a)(3) to
this Statement on August 9, 2000).
(a)(2) Notice of Special Meeting of Stockholders (included in the
Definitive Information Statement, which was filed as Exhibit
(a)(3) to this Statement on August 9, 2000).
(a)(3) Definitive 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).
(a)(6) Notice to Stockholders.
(a)(7) Letter of Transmittal.
(b) None.
(c)(1) Opinion of Josephthal & Co. Inc. dated January 5, 2000
(included as Appendix B to the Definitive Information
Statement, which was filed as Exhibit (a)(3) to this
Statement on August 9, 2000).
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EXHIBIT
NUMBER EXHIBIT
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(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 (filed as Exhibit (c)(3) to this Statement as filed
on July 7, 2000).
(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 Definitive
Information Statement, which was filed as Exhibit (a)(3) to
this Statement on August 9, 2000).
(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.
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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.
LEGEND PROPERTIES, INC.
Dated: September 15, 2000 By: /s/ PETER J. HENN
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Name: Peter J. Henn
Title: Chief Executive Officer
Dated: September 15, 2000 LP ACQUISITION CORP.
By: /s/ DEBRA DORMAIER
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Name: Debra Dormaier
Title: Vice President
KJELL INGE ROKKE
Dated: September 15, 2000 /s/ KJELL INGE ROKKE
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TRG (EUROPE) B.V.
Dated: September 15, 2000 By: /s/ KJELL INGE ROKKE
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Name: Kjell Inge Rokke
Title: President
AKER RGI ASA
Dated: September 15, 2000 By: /s/ BENGT A. REMM
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Name: Bengt A. Rem
Title: Vice President
RGI (EUROPE) B.V.
Dated: September 15, 2000 By: /s/ BENGT A. REM
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Name: Bengt A. Rem
Title: Director
RGI (DENMARK) ApS
Dated: September 15, 2000 By: /s/ BENGT A. REM
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Name: Bengt A. Rem
Title: Director
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RESOURCE GROUP INTERNATIONAL, INC.
Dated: September 15, 2000 By: /s/ BILL STOKES
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Name: Bill Stokes
Title: President
RGI HOLDINGS, INC.
Dated: September 15, 2000 By: /s/ DEBRA DORMAIER
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Name: Debra Dormaier
Title: Vice President
AVANTOR INTERNATIONAL AS
Dated: September 15, 2000 By: /s/ CHRISTIAN JOYS
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Name: Christian Joys
Title: President
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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(a)(6) Notice to Stockholders
(a)(7) Letter of Transmittal
