UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )
-----------------------
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)
-----------------------
March 12, 1997
(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 27 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 2 of 27 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 374,600
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
374,600
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,600
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 27 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 409,400
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
409,400
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 4 of 27 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 61,400
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
61,400
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.61%
14 TYPE OF REPORTING PERSON
CO
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 5 of 27 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 POWER
NUMBER OF
SHARES 284,700
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
284,700
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
284,700
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
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 6 of 27 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 659,300
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
659,300
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
659,300
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 27 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 20,800
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
20,800
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,800
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 27 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 409,400
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
409,400
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
409,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.1%
14 TYPE OF REPORTING PERSON
CO
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 9 of 27 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
1,150,900
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
1,150,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.51%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 10 of 27 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 2,300
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
1,150,900
9 SOLE DISPOSITIVE POWER
2,300
10 SHARED DISPOSITIVE POWER
1,150,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,153,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.53%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 11 of 27 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
1,150,900
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
1,150,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.51%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 12 of 27 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
1,150,900
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
1,150,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.51%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 13 of 27 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
1,150,900
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
1,150,900
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,150,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.51%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 14 of 27 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 61,400
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
61,400
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.61%
14 TYPE OF REPORTING PERSON
OO
- ------ --------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 15 of 27 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 900
SHARES
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 27 pages
---------------------------
AMENDMENT NO. 2 TO SCHEDULE 13D
-------------------------------
This is Amendment No.3 ("Amendment No.3") 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 and Amendment No.2,
dated November 7, 1996. This Amendment No.3 reflects recent acquisitions of
Common Stock par value $.01 per share (the "Common Stock") of Resurgence
Properties Inc. (the "Company") and removes Masters Fund, L.P., a New York
limited partnership, as a "Reporting Party."
Item 2. Identity and Background.
- ------- ------------------------
Item 2 is amended to delete 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 delete Masters Fund as follows:
Working capital of DKP, DKIP, MHD, DKAI, M.H. Davidson & Co., DKIL,
DKIA 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, 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, 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 17 of 27 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 18 of 27 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 September 30, 1996, which disclosed that 10,000,000 shares of Common Stock
were outstanding at the close of business on November 1, 1996.
Information concerning transactions in the Common Stock effected by
the Reporting Parties is set forth in Appendix I.
As of the close of business on March 12, 1997:
Name of Reporting Party:
- ------------------------
DKP
(a) Aggregate Number of Securities Owned 374,600
------------
Percentage 3.75%
------------
(b) 1. Sole power to vote or to direct
the vote 374,600
------------
2. Shared power to vote or to direct
the vote --
------------
3. Sole power to dispose or to direct
the disposition 374,600
------------
4. Shared power to dispose of or to
direct the disposition --
------------
DKIP
(a) Aggregate Number of Securities Owned 409,400
------------
Percentage 4.1%
------------
(b) 1. Sole power to vote or to direct
the vote 409,400
------------
2. Shared power to vote or to direct
the vote --
------------
3. Sole power to dispose or to direct
the disposition 409,400
------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 19 of 27 pages
---------------------------
4. Shared power to dispose of or to
direct the disposition --
------------
MHD Management Co.
(a) Aggregate Number of Securities Owned 659,300
------------
(b) Percentage 6.6%
------------
1. Sole power to vote or to direct
the vote 659,300
------------
2. Shared power to vote or to direct
the vote --
------------
3. Sole power to dispose or to direct
the disposition 659,300
------------
4. Shared power to direct the
disposition --
------------
M.H. Davidson & Co.
(a) Aggregate Number of Securities Owned 20,800
------------
(b) Percentage .21%
------------
1. Sole power to vote or to direct
the vote 20,800
------------
2. Shared power to vote or to direct
the vote --
------------
3. Sole power to dispose or to direct
the disposition 20,800
------------
4. Shared power to direct the
disposition --
------------
Davidson Kempner Advisers Inc.
(a) Aggregate Number of Securities Owned 409,400
------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 20 of 27 pages
---------------------------
(b) Percentage 4.1%
------------
1. Sole Power to vote or to direct
the vote 409,400
------------
2. Shared Power to vote or to direct
the vote --
------------
3. Sole power to dispose or to direct
the dispositions 409,400
------------
4. Shared power to direct the
disposition --
------------
Davidson Kempner Endowment Partners
(a) Aggregate Number of Securities Owned 284,700
------------
(b) Percentage 2.85%
------------
1. Sole Power to vote or to direct
the vote 284,700
------------
2. Shared Power to vote or to direct
the vote --
------------
3. Sole power to dispose or to direct
the dispositions 284,700
------------
4. Shared power to direct the
disposition --
------------
Marvin H. Davidson
(a) Aggregate Number of Securities Owned 1,150,900
------------
(b) Percentage 11.51%
------------
1. Sole Power to vote or to direct
the vote --
------------
2. Shared Power to vote or to direct
the vote 1,150,900
------------
3. Sole power to dispose or to direct
the dispositions --
------------
4. Shared power to direct the
disposition 1,150,900
------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 21 of 27 pages
---------------------------
Thomas L. Kempner, Jr.
(a) Aggregate Number of Securities Owned 1,153,200 /1/
------------
(b) Percentage 11.53%
------------
1. Sole Power to vote or to direct
the vote 2,300
------------
2. Shared Power to vote or to direct
the vote 1,153,200
------------
3. Sole power to dispose or to direct
the disposition 2,300
------------
4. Shared power to direct the
disposition 1,153,200
------------
Stephen M. Dowicz
(a) Aggregate Number of Securities Owned 1,150,900
------------
(b) Percentage 11.51%
------------
1. Sole Power to vote or to direct
the vote --
------------
2. Shared Power to vote or to direct
the vote 1,150,900
------------
3. Sole power to dispose or to direct
the disposition --
------------
4. Shared power to direct the
disposition 1,150,900
------------
Scott E. Davidson
(a) Aggregate Number of Securities Owned 1,150,900
------------
(b) Percentage 11.51%
------------
1. Sole Power to vote or to direct
the vote --
------------
2. Shared Power to vote or to direct
the vote 1,150,900
------------
- --------
/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 22 of 27 pages
---------------------------
3. Sole power to dispose or to direct
the disposition --
------------
4. Shared power to direct the
disposition 1,150,900
------------
Michael J. Leffell
(a) Aggregate Number of Securities Owned 1,150,900
------------
(b) Percentage 11.51%
------------
1. Sole Power to vote or to direct
the vote --
------------
2. Shared Power to vote or to direct
the vote 1,150,900
------------
3. Sole power to dispose or to direct
the disposition --
------------
4. Shared power to direct the
disposition 1,150,900
------------
DKIL
(a) Aggregate Number of Securities Owned 61,400
------------
(b) Percentage .61%
------------
1. Sole Power to vote or to direct
the vote 61,400
------------
2. Shared Power to vote or to direct
the vote --
------------
3. Sole power to dispose or to direct
the disposition 61,400
------------
4. Shared power to direct the
disposition --
------------
DKIA
(a) Aggregate Number of Securities Owned 61,400
------------
(b) Percentage .61%
------------
1. Sole Power to vote or to direct
the vote 61,400
------------
2. Shared Power to vote or to direct
the vote --
------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 23 of 27 pages
---------------------------
3. Sole power to dispose or to direct
the disposition 61,400
------------
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 --
------------
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 24 of 27 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.
March 13, 1997
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 25 of 27 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 26 of 27 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
<PAGE>
SCHEDULE 13D
CUSIP No. 76126R109 Page 27 of 27 pages
---------------------------
APPENDIX I
Resurgence Properties Inc.
Transaction Schedule
From November 7, 1996 to March 12, 1997
Date Quantity Price/Share Where/How
---- -------------------- ---------
3/12/97 94,400 $8.Open Market Purchase
1/3/97 1,800 $8.Open Market Purchase
11/13/96 22,500 $8.Open Market Purchase
11/13/96 3,000 $8.Open Market Sale
