SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 26, 1997
RESURGENCE PROPERTIES INC.
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(Exact name of registrant as specified in its charter)
Maryland 0-24740 13-3757163
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
411 West Putnam Avenue, Greenwich, CT 06830
(Address of principal executive offices)
(203) 862-7000
(Registrant's telephone number, including area code)
(Former name, or former address, if changed since last report)
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Item 5. Other Events.
On September 26, 1997, the shareholders of Resurgence Properties Inc.
(the "Company") approved a plan of complete liquidation and dissolution of the
Company.
The complete text of the press release issued by the Company and the
Plan of Complete Liquidation and Dissolution of Resurgence Properties Inc. is
attached hereto as an exhibit and is hereby incorporated by reference in its
entirety to this item.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
c. Exhibits
99.1 Press Release, dated September 26, 1997.
99.2 Plan of Complete Liquidation and Dissolution of
Resugence Properties Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RESURGENCE PROPERTIES INC.
Dated: September 30, 1997 By: /s/Jay L. Maymudes
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Jay L. Maymudes
Vice President, Chief
Financial Officer & Secretary
RESURGENCE PROPERTIES INC. ANNOUNCES SHAREHOLDER APPROVAL OF PLAN OF
LIQUIDATION AND DISSOLUTION AND THE FIRST IN A SERIES OF LIQUIDATING
DIVIDENDS OF $2.25 PER SHARE
FOR IMMEDIATE RELEASE
Contact:
Jay L. Maymudes
Wexford Management LLC
(203) 862-7000
Greenwich, CT (September 26, 1997)--Resurgence Properties Inc. (NASDAQ SmallCap
Market: RPIA) announced at its annual meeting of shareholders held today, that
the shareholders approved a plan of complete liquidation and dissolution of the
Company (the "Plan") and elected all of the nominees to the board of directors.
Among the key features of the Plan are: (1) the cessation of all business
activities, other than those in furtherance of the Plan; (2) the sale or
disposition of all of the Company's assets; (3) the satisfaction of all
outstanding liabilities; (4) the payment of liquidating distributions to
shareholders in complete redemption of the Common Stock and; (5) the filing of
Articles of Dissolution.
Resurgence also announced today the first in a series of liquidating dividends
on its Common Stock of $2.25 per share to shareholders of record as of October
7, 1997. The dividend will be paid on October 16, 1997.
Resurgence is engaged in diversified real estate activities including the
ownership, operation and management of retail, office, industrial/warehouse and
multi-family real estate located throughout the United States, and investments
in mortgage loans. Resurgence was formed as a result of the consummation of the
Chapter 11 reorganization of Liberte Investors (f/k/a Lomas and Nettleton
Mortgage Investors) on April 7, 1994. Pursuant to the reorganization, Liberte
transferred most of its assets to Resurgence. Resurgence is managed and
administered by Wexford Management LLC.
PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION
OF RESURGENCE PROPERTIES INCE.
WHEREAS, the Board of Directors (the "Board") of Resurgence Properties
Inc. (the "Company"), a Maryland corporation, has approved and determined that
this Plan of Complete Liquidation and Dissolution of the Company (this "Plan")
is advisable and in the best interests of the stockholders of the Company; and
WHEREAS, the Board has directed that this Plan be submitted to the
holders of the outstanding shares of the Company's common stock, par value $.01
per share (the "Common Stock"), for their approval or rejection at the annual
meeting of stockholders in accordance with the requirements of the Maryland
General Corporation Law (the "MGCL"0 and the Company's Articles of Incorporation
and has authorized the filing with the Securities and Exchange Commission (the
"Commission") and distribution of a proxy statement (the "Proxy Statement") in
connection with the solicitation of proxies for such meeting; and
WHEREAS, upon approval of this Plan by its stockholders, the Company
shall voluntarily dissolve and completely liquidate in accordance with the MGCL
and the Internal Revenue Code of 1986, as amended (the "Code"), upon the terms
and conditions set forth below;
NOW, THEREFORE, the Board hereby adopts and sets forth this Plan of
Complete Liquidation and Dissolution of Resurgence Properties Inc., as follows:
1. Effective Date of Plan.
The effective date of this Plan (the "Effective Date") shall be the
date on which this Plan is approved by the affirmative vote of the holders of a
majority of the outstanding shares of common stock of the Company entitled to
vote thereon, in accordance with the MGCL.
2. Cessation of Business Activities.
After the Effective Date, the Company shall not engage in any
business activities except for the purpose of preserving the value of its
assets, prosecuting and defending suits by or against the Company, adjusting and
winding up its business and affairs and distributing its assets in accordance
with this Plan. The directors now in office and, at their pleasure, the officers
of the Company now in office, shall continue in office solely for these purposes
and as otherwise provided in this Plan.
3. Liquidation of Assets.
The Company shall sell, exchange or otherwise dispose of all of its
property and assets to the extent, for such consideration (which may consist in
whole or in part of money or other property) and upon such terms and conditions
as the Board deems expedient and in the best interests of the Company and its
stockholders. As part of the liquidation of its property and assets, the Company
shall collect, or make provision for the collection of, all acounts receivable,
debts and claims owing to the Company.
4. Payment of Debts.
Prior to making any distribution to its stockholders, the Company
shall pay, or as determined by the Board, make reasonable provision to pay, all
claims and obligations of the Company, including all contingent, conditional or
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unmatured claims known to the Company, and shall make such provision, as
determined by the Board, as will be reasonably likely to be sufficient to
provide compensation for claims that have not been made known to the Company or
that have not arisen, but that, based on facts known to the Company, are likely
to arise or to become known to the company prior to the expiration of applicable
statues of limitation.
5. Distributions.
Following the payment or the provision for the payment of the
Company's claims and obligations as provided in Section 4, the Company shall
distribute pro rata to its stockholders all of its remaining property and
assets. If and to the extent deemed necessary or appropriate by the Board, the
Company may establish and set aside a reasonable amount (the "Contingency
Reserve") to satisfy claims against the Company and expenses incurred in
connection with the collection and defense of the Company's property and assets
and the liquidation and dissolution provided for in this Plan. The Contingency
Reserve may consist of cash or property. Following the payment, satisfaction or
other resolution of such claims and expenses, any amount remaining in the
Contingency Reserve shall be distributed to the stockholders.
Prior to the date the Articles of Dissolution are accepted by the
State Department of Assessments and Taxation of the State of Maryland and the
Company is dissolved, as provided for in Section 7 below, the Company shall make
distributions to the stockholders in cash or in kind (allocated pro rata in the
discretion of the Board) as expeditiously as is practicable consistent with
prudence and reasonable business judgment, in such manner, and at such time, as
the Board in its sole discretion may determine in accordance with the provisions
of the MGCL.
Following the date on which the date the Articles of Dissolution are
accepted by the State Department of Assessments and Taxation of the State of
Maryland and the Company is dissolved, as provided for in Section 7 below, any
assets remaining available for distribution to stockholders shall be distributed
(the "Dissolution Distribution") only in accordance with the provisions of the
MGCL.
6. Notice of Liquidation.
As soon as practicable after the Effective Date, but in no event
later than 20 days prior to the filing of Articles of Dissolution as provided in
paragraph 7 below, the Company shall mail notice in accordance with the MGCL to
all its creditors and employees that this Plan has been approved by the Board
and the stockholders.
7. Articles of Dissolution.
At such time as the Board has determined that all necessary requirements for
dissolution have been satisfied under Maryland law, the appropriate officers of
the Company shall execute and cause to be filed in the State Department of
Assessments and Taxation of the State of Maryland, and elsewhere as may be
required or deemed appropriate, such documents as may be required to effectuate
the dissolution of the Company. From and after the date such documents are
accepted by the State Department of Assessments and Taxation of the State of
Maryland, the Company will be deemed to be completely dissolved, but will
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continue to exist under Maryland law for the purposes of paying, satisfying and
discharging any existing debts or obligations, collecting and distributing its
assets, and doing all other acts required to liquidate and wind up the Company's
business affairs. The members of the Board in office at the time the Articles of
Dissolution (the "Articles") are accepted for filing by the State Department of
Assessments and Taxation of the State of Maryland shall be deemed to be trustees
of the assets of the Company for the purposes of liquidation and shall have all
powers provided to them under the MGCL.
8. Powers of Board and Officers.
The Board and the officers of the Company are authorized to approve
such changes to the terms of any of the transactions referred to herein, to
interpret any of the provisions of this Plan, and to make, execute and deliver
such other agreements, conveyances, assignments, transfers, certificates and
other documents and take such other action as the Board and the officers of the
Company deem necessary or desirable in order to carry out the provisions of this
Plan and effect the complete liquidation and dissolution of the Company in
accordance with the Code and the MGCL and any rules and regulations of the
Commission or any state securities commission, including, without limitation,
any instruments of dissolution, Articles of Amendment, Articles Supplementary,
or other documents, and withdrawing any qualification to conduct business in any
state in which the Company is so qualified, as well as the preparation and
filing of any tax returns.
9. Cancellation of Common Stock.
The distributions to the Company's stockholders pursuant to Section
5 hereof shall be in complete redemption and cancellation of all of the
outstanding Common Stock. As a condition to the receipt of the Dissolution
Distribution under the Plan, the Board may require stockholders to surrender
their certificates evidencing Common Stock to the Company or its agent for
cancellation. If a stockholder's certificate for shares of Common Stock has been
lost, stolen or destroyed, as a condition to the receipt of any distribution,
such stockholder may be required to furnish to the Company satisfactory evidence
of the loss, theft or destruction thereof, together with a surety bond or other
security or indemnity reasonable satisfactory to the Company.
10. Record Date and Restrictions on Transfer of Shares.
The Company shall close its stock transfer books and discontinue
recording transfers of Common Stock at the close of business on the record date
fixed by the Board for the Dissolution Distribution (the "Record Date"), and
thereafter certificates representing Common Stock shall not be assignable or
transferable on the books of the Company except by will, intestate succession or
operation of law. The proportionate interests of all of the stockholders of the
Company shall be fixed on the basis of their respective stockholdings at the
close of business on the Record Date, and, after the Record Date, any
distributions made by the Company shall be made solely to the stockholders of
record at the close of business on the Record Date except as may be necessary to
reflect subsequent transfers recorded on the books of the Company as a result of
any assignments by will, intestate succession or operation of law.
11. Liquidating Trust.
If advisable for any reason to complete the liquidation and
distribution of the Company's assets to its stockholders, the Board may at any
time transfer to a liquidating trust (the "Trust") the remaining assets of the
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Company. The Trust thereupon shall succeed to all of the then remaining assets
of the Company, including the Contingency Reserve, and any remaining liabilities
and obligations of the Company. The sole purpose of the Trust shall be to
prosecute and defend suits by or against the Company, to settle and close the
business of the Company, to dispose of and convey the assets of the Company, to
satisfy the remaining liabilities and obligations of the Company and to
distribute the remaining assets of the Company to its stockholders. The Board
may appoint one or more individuals or corporate persons to act as trustee or
trustees of the Trust and to cause the Company to enter into a liquidation trust
agreement with such trustee or trustees on such terms and conditions as the
Board determines. Adoption of the Plan by the stockholders also will constitute
the approval by the stockholders of any appointment of the trustees and of the
liquidating trust agreement.
12. Compensation.
The Company may pay to the Company's directors and agents, or any of
them, compensation for services rendered in connection with the implementation
of the Plan. Adoption of the Plan by the stockholders of the Company shall
constitute the approval of the stockholders of the payment of any such
compensation. The Company may continue to pay to Wexford Management LLC
("Wexford") compensation for services rendered in accordance with Amendment No.
2 to the Management Agreement among the Company, Resurgence Properties Texas,
L.P., and Wexford, which Management Agreement can be terminated in accordance
with its terms.
13. Indemnification.
The Company shall continue to indemnify its officers, directors,
employees and agents in accordance with its Articles of Incorporation, By-Laws
and any contractual arrangements as therein or elsewhere provided, and such
indemnification shall apply to acts or omissions of such persons in connection
with the implementation of the Plan and the winding up of the affairs of the
Company. The Company's obligation to indemnify such persons may be satisfied out
of assets transferred to the Trust, if any. The Board and the trustees of any
Trust are authorized to obtain and maintain insurance as may be necessary to
cover the Company's indemnification obligations.
14. Costs.
The Company is authorized, empowered and directed to pay all legal,
accounting, printing and other fees and expenses of persons rendering services
to the Company in connection with the preparation, adoption and implementation
of the Plan, including, without limitation, any such fees and expenses incurred
in connection with the preparation of a proxy statement for the special meeting
of stockholders to be held for the purpose of voting upon the approval of the
Plan.
