SCHEDULE 13D
CONFORMED COPY
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2 )
_______________________
RESURGENCE PROPERTIES INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
76126R109
(CUSIP Number)
_______________________
STEPHEN M. DOWICZ
885 THIRD AVENUE
NEW YORK, NY 10022
TEL. NO.: (212) 371-3047
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
NOVEMBER 7, 1996
(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
statement 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 [ ].
Page 1 of 28 Pages
<PAGE>
CUSIP NO. 76126R109 Page 2 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[X]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING
POWER
NUMBER OF
SHARES 375,700
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
--
9 SOLE
DISPOSITIVE
POWER
375,700
10 SHARED
DISPOSITIVE
POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
375,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.75%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 3 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Institutional Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING
POWER
NUMBER OF
SHARES 291,600
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
--
9 SOLE
DISPOSITIVE
POWER
291,600
10 SHARED
DISPOSITIVE
POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.92%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 4 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner International Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7 SOLE VOTING
POWER
NUMBER OF
SHARES 61,500
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
--
9 SOLE
DISPOSITIVE
POWER
61,500
10 SHARED
DISPOSITIVE
POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.62%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 5 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Endowment Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING
NUMBER OF POWER
SHARES
BENEFICIALLY 285,500
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
--
9 SOLE
DISPOSITIVE
POWER
285,500
10 SHARED DISPOSITIVE
POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.85%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP NO. 76126R109 Page 6 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MHD Management Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING
POWER
NUMBER OF
SHARES 661,200
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
--
9 SOLE
DISPOSITIVE
POWER
661,200
10 SHARED
DISPOSITIVE
POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
661,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 7 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.H. Davidson & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING
POWER
NUMBER OF
SHARES 20,900
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
--
9 SOLE
DISPOSITIVE
POWER
20,900
10 SHARED
DISPOSITIVE
POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.21%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 8 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner Advisers Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING
POWER
NUMBER OF
SHARES 291,600
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
--
9 SOLE
DISPOSITIVE
POWER
291,600
10 SHARED
DISPOSITIVE
POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
291,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.92%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 9 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvin H. Davidson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING
POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
1,037,000
9 SOLE
DISPOSITIVE
POWER
--
10 SHARED
DISPOSITIVE
POWER
1,037,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,037,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 10 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas L. Kempner, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING
POWER
NUMBER OF
SHARES 2,300
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
1,037,000
9 SOLE
DISPOSITIVE
POWER
2,300
10 SHARED
DISPOSITIVE
POWER
1,037,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,039,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 11 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen M. Dowicz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING
POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
1,037,000
9 SOLE
DISPOSITIVE
POWER
--
10 SHARED
DISPOSITIVE
POWER
1,037,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,037,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 12 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott E. Davidson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING
POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
1,037,000
9 SOLE
DISPOSITIVE
POWER
--
10 SHARED
DISPOSITIVE
POWER
1,037,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,037,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 13 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Leffell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING
POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
1,037,000
9 SOLE
DISPOSITIVE
POWER
--
10 SHARED
DISPOSITIVE
POWER
1,037,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,037,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 14 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Davidson Kempner International Advisors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING
POWER
NUMBER OF
SHARES 61,500
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
--
9 SOLE
DISPOSITIVE
POWER
61,500
10 SHARED
DISPOSITIVE
POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.62%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 15 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas L. Kempner Foundation Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(A)[x]
(B)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING
POWER
NUMBER OF
SHARES 900
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
--
9 SOLE
DISPOSITIVE
POWER
900
10 SHARED
DISPOSITIVE
POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.009%
14 TYPE OF REPORTING PERSON
00
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 16 of 28 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masters Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING
POWER
NUMBER OF
SHARES 1,800
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING
POWER
--
9 SOLE
DISPOSITIVE
POWER
1,800
10 SHARED
DISPOSITIVE
POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.018%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 17 of 28 pages
AMENDMENT NO. 2 TO SCHEDULE 13D
This is Amendment No.2 ("Amendment No.2") to the original
statement on Schedule 13D filed by the Davidson Kempner group, dated
April 6, 1995 as amended by Amendment No. 1 hereto dated January 19,
1996. This Amendment No.2 reflects recent acquisitions of Common Stock
par value $.01 per share (the "Common Stock") of Resurgence Properties
Inc. (the "Company") and adds Masters Fund, L.P., a New York limited
partnership, as a "Reporting Party."
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended to add the following:
Masters Fund, L.P. ("Masters Fund"), a New York limited
partnership, whose address is 885 Third Avenue, New York, New York 10022,
and which is engaged in buying and selling securities for investment
purposes.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended to add the following:
Working capital of DKP, DKIP, MHD, DKAI, M.H. Davidson & Co.,
DKIL, DKIA, Masters Fund and Thomas L. Kempner Foundation Inc.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is amended to add the following:
DKP, DKIP, MHD, DKAI, M.H. Davidson & Co., DKIL, Masters Fund,
DKIA and Thomas L. Kempner Foundation Inc. have acquired the shares of
Common Stock for investment purposes.
DKP, DKIP, MHD, DKAI, M.H. Davidson & Co., DKIL, Masters Fund,
DKIA and Thomas L. Kempner Foundation Inc. have no intention, plan or
proposal with respect to:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the
issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any
of its subsidiaries;
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 18 of 28 pages
(c) A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
(d) Any change in the present Board of Directors or management
of the issuer, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the Board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure, including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934;
or
(j) Any action similar to any of those enumerated above.
Each of the Reporting Parties, however, may, at any time and
from time to time, and reserves the right to, acquire additional
securities of the Company, dispose of any such securities of the Company
or formulate other plans or proposals regarding the Company or its
securities, to the extent deemed advisable by such Reporting Party in
light of its general investment policies, market conditions or other
factors.
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 19 of 28 pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended as follows:
The aggregate percentage of shares of Common Stock reported
owned by each person herein is based upon the Issuer's Form 10-Q for the
quarterly period ended June 30, 1996, which disclosed that 10,000,000
shares of Common Stock were outstanding at the close of business on
August 1, 1996.
As of the close of business on November 7, 1996:
NAME OF REPORTING PARTY:
DKP
(a) Aggregate Number of Securities Owned 375,700
Percentage 3.75%
(b) 1. Sole power to vote or to direct
the vote 375,700
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 375,700
4. Shared power to dispose of or to
direct the disposition --
(c) Information concerning transactions in
the Common Stock effected by DKP is set
forth in Appendix I.
DKIP
(a) Aggregate Number of Securities Owned 291,600
Percentage 2.92%
(b) 1. Sole power to vote or to direct
the vote 291,600
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 291,600
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 20 of 28 pages
4. Shared power to dispose of or to
direct the disposition --
(c) Information concerning transactions
in the Common Stock effected by DKIP is
set forth in Appendix I.
MHD MANAGEMENT CO.
(a) Aggregate Number of Securities Owned 661,200
(b) Percentage 6.6%
1. Sole power to vote or to direct
the vote 661,200
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 661,200
4. Shared power to direct the
disposition --
M.H. DAVIDSON & CO.
(a) Aggregate Number of Securities Owned 20,900
(b) Percentage .21%
1. Sole power to vote or to direct
the vote 20,900
2. Shared power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 20,900
4. Shared power to direct the
disposition --
(c) Information concerning transactions
in the Common Stock effected by M.H. Davidson
& Co. is set forth in Appendix I.
DAVIDSON KEMPNER ADVISERS INC.
(a) Aggregate Number of Securities Owned 291,600
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 21 of 28 pages
(b) Percentage 2.92%
1. Sole Power to vote or to direct
the vote 291,600
2. Shared Power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the dispositions 291,600
4. Shared power to direct the disposition -
-
DAVIDSON KEMPNER ENDOWMENT PARTNERS
(a) Aggregate Number of Securities Owned 285,500
(b) Percentage 2.85%
1. Sole Power to vote or to direct
the vote 285,500
2. Shared Power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the dispositions 285,500
4. Shared power to direct the disposition -
-
(c) Information concerning transactions in the Common Stock
effected by DKEP is set forth in Appendix I.
MARVIN H. DAVIDSON
(a) Aggregate Number of Securities Owned 1,037,000
(b) Percentage 10.4%
1. Sole Power to vote or to direct
the vote --
2. Shared Power to vote or to direct
the vote 1,037,000
3. Sole power to dispose or to direct
the dispositions --
4. Shared power to direct the disposition
1,037,000
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 22 of 28 pages
THOMAS L. KEMPNER, JR.
(a) Aggregate Number of Securities Owned 1,039,300 {1}
(a) Percentage 10.4%
1. Sole Power to vote or to direct
the vote 2,300
2. Shared Power to vote or to direct
the vote 1,037,000
3. Sole power to dispose or to direct
the disposition 2,300
4. Shared power to direct the
disposition 1,037,000
STEPHEN M. DOWICZ
(a) Aggregate Number of Securities Owned 1,037,000
(b) Percentage 10.4%
1. Sole Power to vote or to direct
the vote --
2. Shared Power to vote or to direct
the vote 1,037,000
3. Sole power to dispose or to direct
the disposition --
4. Shared power to direct the
disposition 1,037,000
SCOTT E. DAVIDSON
(a) Aggregate Number of Securities Owned 1,037,000
(b) Percentage 10.4%
1. Sole Power to vote or to direct
the vote --
2. Shared Power to vote or to direct
the vote 1,037,000
{1}This amount includes 900 shares held of record by the Kempner
Foundation, of which Mr. Kempner is the President. Mr. Kempner disclaims
beneficial ownership of all such shares.
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 23 of 28 pages
3. Sole power to dispose or to direct
the disposition --
4. Shared power to direct the
disposition 1,037,000
MICHAEL J. LEFFELL
(a) Aggregate Number of Securities Owned 1,037,000
(b) Percentage 10.4%
1. Sole Power to vote or to direct
the vote --
2. Shared Power to vote or to direct
the vote 1,037,000
3. Sole power to dispose or to direct
the disposition --
4. Shared power to direct the
disposition 1,037,000
DKIL
(a) Aggregate Number of Securities Owned 61,500
(b) Percentage .62%
1. Sole Power to vote or to direct
the vote 61,500
2. Shared Power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 61,500
4. Shared power to direct the disposition --
(c) Information concerning transactions in the Common Stock effected
by DKIL is set forth in Appendix I.
DKIA
(a) Aggregate Number of Securities Owned 61,500
(b) Percentage .62%
1. Sole Power to vote or to direct
the vote 61,500
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 24 of 28 pages
2. Shared Power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 61,500
4. Shared power to direct the disposition --
THOMAS L. KEMPNER FOUNDATION INC.
(a) Aggregate Number of Securities Owned 900
(b) Percentage .009%
1. Sole Power to vote or to direct
the vote 900
2. Shared Power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 900
4. Shared power to direct the disposition --
MASTERS FUND
(a) Aggregate Number of Securities Owned 960
(b) Percentage .04%
1. Sole Power to vote or to direct
the vote 960
2. Shared Power to vote or to direct
the vote --
3. Sole power to dispose or to direct
the disposition 960
4. Shared power to direct the disposition --
(c) Information concerning transactions in the Common Stock effected
by Masters Fund is set forth in Appendix I.
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 25 of 28 pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
November 11, 1996
DAVIDSON KEMPNER PARTNERS
By MHD Management Co., its
general partner
By: /S/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
General Partner
DAVIDSON KEMPNER INSTITUTIONAL
PARTNERS, L.P.
By Davidson Kempner Advisers
Inc., its general partner
By: /S/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
Secretary
DAVIDSON KEMPNER ENDOWMENT PARTNERS
By MHD Management Co., its
general partner
By: /S/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
General Partner
MHD MANAGEMENT CO.
By: /S/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
General Partner
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 26 of 28 pages
DAVIDSON KEMPNER ADVISERS INC.
By: /S/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
Secretary
/S/ MARVIN H. DAVIDSON
Marvin H. Davidson
/S/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
/S/ STEPHEN M. DOWICZ
Stephen M. Dowicz
/S/ SCOTT E. DAVIDSON
Scott E. Davidson
/S/ MICHAEL J. LEFFELL
Michael J. Leffell
THOMAS L. KEMPNER FOUNDATION
INC.
By: /S/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
President
DAVIDSON KEMPNER INTERNATIONAL LTD.
By: Davidson Kempner International
Advisors, L.L.C., its investment manager
By: /S/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
A Managing Member
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 27 of 28 pages
DAVIDSON KEMPNER INTERNATIONAL
ADVISORS, L.L.C.
By: /S/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
A Managing Member
M.H. DAVIDSON & CO.
By: /S/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
General Partner
MASTERS FUND, L.P.
By: Davidson Kempner Advisers Inc.,
its Investment Manager
By: /S/ THOMAS L. KEMPNER, JR.
Thomas L. Kempner, Jr.
Secretary
<PAGE>
SCHEDULE 13D
CUSIP NO. 76126R109 Page 28 of 28 pages
APPENDIX I
Resurgence Properties Inc.
Transaction Schedule
From January 19, 1996 to November 7, 1996
M.H. Davidson & Co.
DATE QUANTITY PRICE/SHARE WHERE/HOW
11/7/96 5,200 $8.375 Open Market Purchase
Davidson Kempner Partners
DATE QUANTITY PRICE/SHARE WHERE/HOW
11/7/96 178,700 $8.375 Open Market Purchase
Davidson Kempner Institutional Partners, L.P.
DATE QUANTITY PRICE/SHARE WHERE/HOW
11/7/96 53,000 $8.375 Open Market Purchase
Davidson Kempner International Ltd.
DATE QUANTITY PRICE/SHARE WHERE/HOW
11/7/96 60,800 $8.375 Open Market Purchase
Davidson Kempner Endowment Partners, L.P.
DATE QUANTITY PRICE/SHARE WHERE/HOW
11/7/96 155,000 $8.375 Open Market Purchase
Masters Fund, L.P.
DATE QUANTITY PRICE/SHARE WHERE/HOW
11/7/96 1,800 $8.375 Open Market Purchase
