UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-1
Under the Securities Exchange Act of 1934
(Amendment No. 1)
RESURGENCE PROPERTIES, INC.
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(Name of issuer)
Common Stock, par value $.01 per share
(Title of class of securities)
76126R 10 9
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(CUSIP number)
Arthur H. Amron
Wexford Management LLC
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
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(Name, address and telephone number of person authorized to receive notices and
communications)
October 13, 1998
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(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
schedule because ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule ss. 240.13d-7
Page 1 of 8 Pages
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CUSIP No. 76126R 10 9
1. Names of Reporting Persons. Wexford Capital Partners II, L.P.
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Delaware
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 1,090,703
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power
(see Item 5 below) 1,090,703
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 1,090,703
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 10.9%
14. Type of Reporting Person (See Instructions) PN
Page 2 of 8 Pages
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CUSIP No. 76126R 10 9
1. Names of Reporting Persons. Wexford Overseas Partners I, L.P.
I.R.S. Identification Nos. of Above Persons (entities only)
(Intentionally Omitted)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Cayman Islands
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 486,597
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power
(see Item 5 below) 486,597
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 486,597
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 4.9%
14. Type of Reporting Person (See Instructions) PN
Page 3 of 8 Pages
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CUSIP No. 76126R 10 9
1. Names of Reporting Persons. Charles E. Davidson
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 0
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 1,577,300
Reporting
Person With 9. Sole Dispositive Power 0
10. Shared Dispositive Power
(see Item 5 below) 1,577,300
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 1,577,300
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 15.8%
14. Type of Reporting Person (See Instructions) IN
Page 4 of 8 Pages
<PAGE>
CUSIP No. 76126R 10 9
1. Names of Reporting Persons. Joseph M. Jacobs
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check the Appropriate Box if a Member of a Group (a) [x]
(See Instructions) (b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) AF
5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization United States
Number of Shares 7. Sole Voting Power 50,000
Beneficially
Owned by Each 8. Shared Voting Power (see Item 5 below) 1,577,300
Reporting
Person With 9. Sole Dispositive Power 50,000
10. Shared Dispositive Power
(see Item 5 below) 1,577,300
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 1,627,300
12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13. Percent of Class Represented by Amount in Row (11) 16.3%
14. Type of Reporting Person (See Instructions) IN
Page 5 of 8 Pages
<PAGE>
This Amendment No. 1 to Schedule 13D modifies and supplements the
Schedule 13D filed on April 14, 1995 with respect to the Common Stock, par value
$.01 per share (the "Common Stock"), of RESURGENCE PROPERTIES INC. (the
"Company"). Except to the extent supplemented by the information contained in
this Amendment No. 1, such Schedule 13D remains in full force and effect.
Capitalized terms used herein without definition have the respective meanings
ascribed to them in such Schedule 13D.
Item 2. Identity - Background
This statement is also being filed by Joseph M. Jacobs with respect to
the shares of Common Stock owned by each of the Wexford Partnerships.
The general partners of the Wexford General Partners are corporations
controlled by Mr. Jacobs. The address and principal place of business
of Mr. Jacobs is 411 West Putnam Avenue, Greenwich, Connecticut 06830.
Mr. Jacobs is a United States citizen.
Item 5. Interest in Securities of the Issuer.
Since the filing of the Schedule 13D, Wexford Capital Partners and
Wexford Overseas Partners acquired an aggregate of 399,203 and 178,097
shares of Common Stock, respectively. All of such purchases were
effected in open market transactions.
In addition, an irrevocable proxy granted to Charles E. Davidson
covering an aggregate of 218,500 shares of Common Stock expired.
As a result of the foregoing, the Reporting Persons may be deemed to
beneficially own the respective percentages and numbers of shares of
Common Stock set forth below (on the basis of 10,000,000 shares of
Common Stock issued and outstanding):
1. Wexford Capital Partners
(a) Aggregate number of shares of Common Stock
beneficially owned: 1,090,703
Percentage: 10.9%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 1,090,703
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 1,090,703
(c) Other than as reported above, there were no transactions
by Wexford Capital Partners during the past 60 days.
(d) Wexford Capital Partners may be deemed to have the right
to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, Common
Stock.
(e) Not applicable.
2. Wexford Overseas Partners
(a) Aggregate number of shares of Common Stock
beneficially owned: 486,597
Percentage: 4.9%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 486,597
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 486,597
Page 6 of 8 Pages
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(c) Other than as reported in above, there were no
transactions by Wexford Overseas Partners during the past
60 days.
(d) Wexford Overseas Partners may be deemed to have the right
to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, Common
Stock.
(e) Not applicable.
3. Charles E. Davidson
(a) Aggregate number of shares of Common Stock
beneficially owned: 1,577,300
Percentage: 15.8%
(b) 1. Sole power to vote or to direct vote: -0-
2. Shared power to vote or to direct vote: 1,577,300
3. Sole power to dispose or to direct
the disposition: -0-
4. Shares power to dispose or to direct
the disposition: 1,577,300
(c) Other than as reported in above, there were no
transactions by Mr. Davidson during the past 60 days.
(d) Mr. Davidson may be deemed to have the right to receive
or the power to direct the receipt of dividends from, or
proceeds from the sale of, Common Stock.
(e) Not applicable.
4. Joseph M. Jacobs
(a) Aggregate number of shares of Common Stock
beneficially owned: 1,627,300
Percentage: 16.3%
(b) 1.Sole power to vote or to direct vote: 50,000
2.Shared power to vote or to direct vote: 1,577,300
3.Sole power to dispose or to direct
the disposition: 50,000
4.Shares power to dispose or to direct
the disposition: 1,577,300
(c) Other than as reported in above, there were no
transactions by Mr. Jacobs during the past 60 days.
(d) Mr. Jacobs may be deemed to have the right to receive or
the power to direct the receipt of dividends from, or
proceeds from the sale of, Common Stock.
(e) Not applicable.
Each of Mr. Jacobs and Mr. Davidson may, by reason of his status as a
controlling person of the Wexford Partnerships, be deemed to own
beneficially the interests in the Common Stock of which Wexford Capital
Partners and Wexford Overseas Partners possess beneficial ownership.
Each of Mr. Jacobs and Mr. Davidson share the power to vote and to
dispose of the interests in the Common Stock the Wexford Partnerships
beneficially own.
* * * * *
Page 7 of 8 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: October 27, 1998
WEXFORD CAPITAL PARTNERS II, L.P.
By: WEXFORD CAPITAL II, L.P., general partner
By: WEXFORD CAPITAL CORPORATION, general partner
By: /s/Charles E. Davidson
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Name: Charles E. Davidson
Title: President
WEXFORD OVERSEAS PARTNERS I, L.P.
By: WEXFORD CAPITAL OVERSEAS, L.P., general partner
By: WEXFORD CAPITAL LIMITED, general partner
By: /s/Charles E. Davidson
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Name: Charles E. Davidson
Title: President
/s/ Charles E. Davidson
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Charles E. Davidson
/s/ Joseph M. Jacobs
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Joseph M. Jacobs
Page 8 of 8 Pages
