RESURGENCE PROPERTIES INC
8-K, 1999-03-24
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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): March 15, 1999



                           RESURGENCE PROPERTIES INC.
               (Exact name of Registrant as specified in charter)



<TABLE>
<S>                                        <C>                               <C>       
            Maryland                       0-24740                           13-3757163
(State or other jurisdiction of    (Commission File Number)      (I.R.S. Employer Identification
incorporation or organization)                                                Number)
</TABLE>


                             411 West Putnam Avenue
                          Greenwich, Connecticut 06830
                                 (203) 862-7000

   (Address, including zip code and telephone number, including area code, of
                   Registrant's principal executive offices)


   (Former name or former address of Registrant, if changed since last report)













<PAGE>



                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 5.  Other Events.

         On March 15, 1999  Resurgence  Properties  Inc. (the  "Company")  filed
Articles of Voluntary  Dissolution  with the State Department of Assessments and
Taxation of Maryland  ("SDAT"),  pursuant to the approval by the shareholders of
the Company of a plan of complete  liquidation and dissolution of the Company on
September 26, 1997. Upon acceptance of the Articles of Voluntary  Dissolution by
SDAT, the Company will file with the  Securities and Exchange  Commission a Form
15 Notice  of Termination of  Registration.  A copy of the Articles of Voluntary
Dissolution,  as filed  with the SDAT on March 15,  1999,  is  attached  to this
Current Report on Form 8-K as Exhibit 99.1.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

The following exhibits are filed herewith:

Exhibit No.

99.1     Articles of Voluntary Dissolution.



                                      - 1 -

<PAGE>



                                   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.


Date: March 23, 1999                     By:/s/ Jay L. Maymudes         
                                            ------------------------------
                                            Jay L. Maymudes   
                                            Chief Financial Officer, Vice      
                                              President & Secretary











C76866.634

                                      - 2 -

<PAGE>



                                  EXHIBIT INDEX



Exhibit
Number     Description of Exhibit

99.1       Articles of Voluntary Dissolution




<PAGE>




                                  Exhibit 99.1



<PAGE>



                           RESURGENCE PROPERTIES INC.

                        ARTICLES OF VOLUNTARY DISSOLUTION


         Resurgence  Properties  Inc.,  a  Maryland   corporation,   having  its
principal   office  in  Baltimore  City,   Maryland   (hereinafter   called  the
"Corporation"),  hereby  certifies to the State  Department of  Assessments  and
Taxation of Maryland that:

FIRST:   The Corporation is hereby dissolved.

SECOND:  The name of the Corporation is as hereinabove  set forth,  and the post
         office address of the principal  office of the Corporation in the State
         of Maryland is 11 East Chase Street, Baltimore, Maryland 21202.

THIRD:   The  name  and  post  office  address  of  the  Resident  Agent  of the
         Corporation in the State of Maryland,  who shall serve for one (1) year
         after the  dissolution  and until the  affairs are wound up are Herbert
         Goldman,  233 East Redwood  Street,  Baltimore,  Maryland  21202.  Said
         Resident Agent is an individual actually residing in this State.

FOURTH:  The  name and  post  office  address  of each of the  Directors  of the
         Corporation are as follows:

         NAME                               ADDRESS

         Charles E. Davidson                17 Hernlock Drive
                                            Greenwich, CT 06831

         Joseph M. Jacobs                   45 East 89th Street, Apt. 34C/D
                                            New York, NY 10128

         Vance C. Miller                    3815 Beverly Drive
                                            Dallas, TX 75205

         Lawrence Howard, M.D.              120 East End Avenue, Apt. 6A
                                            New York, NY 10028

         Jeffrey A. Altman                  250 East 54th Street, Apt. 8C
                                            New York, NY 10022




<PAGE>


FIFTH:   The  name,  title  and  post  office  address  of each  officer  of the
         Corporation are as follows:


         NAME                     POSITION                  ADDRESS

         Charles E. Davidson     Chairman of the Board      17 Hernlock Drive
                                                            Greenwich, CT 06831

         Joseph M. Jacobs        Chief Executive Officer,   45 East 89th Street,
                                 President and Treasurer    Apt. 34C/D
                                                            New York,, NY 10128

         Jay L. Maymudes         Chief Financial Officer,   37 Alwyn Lane
                                 Vice President & Secretary Weston, CT 06883

SIXTH:   The  dissolution of the  Corporation  was approved in the manner and by
         the vote  required  by law and by the Charter of the  Corporation.  The
         dissolution  of the  Corporation  was duly  authorized  by the Board of
         Directors and Stockholders of the Corporation.

SEVENTH: The Corporation has no known creditors.

EIGHTH:  These Articles of Voluntary Dissolution are accompanied by Certificates
         provided by Section  3-407(c)(2) of the  Corporations  and Associations
         Article of the Annotated  Code of Maryland,  stating that all taxes not
         barred by limitations which are levied on assessments made by the State
         Department  of  Assessments  and Taxation of Maryland and billed by and
         payable to the issuer of each of said  Certificates by the Corporation,
         including taxes for the current year, have been paid or provided for in
         a manner satisfactory to the issuer of each of said Certificates.

         IN WITNESS WHEREOF, Resurgence Properties Inc. party to these Articles,
has  caused  these  Articles  to be signed and  acknowledged  in the name and on
behalf of such Corporation by its President and its corporate seal to be affixed
and attested by its  Secretary  this 16th day of February,  1999,  and each such
signatory  hereto  does  hereby  acknowledge  the  same  to be  the  act  of the
Corporation and that to the best of his knowledge,  information and belief,  all
matters and facts stated  herein are true and correct in all material  respects,
said statement being made under penalties for perjury.

ATTEST:                             RESURGENCE PROPERTIES INC.



/s/                                 By: /s/ Joseph M. Jacobs, President   (SEAL)
                                        Joseph M. Jacobs, President


         I hereby  consent to my  designation in this document as resident agent
for this company.

                                    /s/ Herbert Goldman                      
                                    Herbert Goldman




<PAGE>




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