-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ISALtuaBrFAaDUwqa+yfBRFElI4zVVQ97xMMfRleRwpEVPDWG3MuFi/ldtoWiL+w rNwMdnp+Vt3wmvKo8TrsyA== 0000905718-08-000156.txt : 20080214 0000905718-08-000156.hdr.sgml : 20080214 20080214104738 ACCESSION NUMBER: 0000905718-08-000156 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: STEPHEN C. SMITH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGENCY AFFILIATES INC CENTRAL INDEX KEY: 0000099249 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 720888772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33017 FILM NUMBER: 08609563 BUSINESS ADDRESS: STREET 1: 729 SE FEDERAL HWY STREET 2: STE 307 CITY: STUART STATE: FL ZIP: 34994 BUSINESS PHONE: 5612207662 MAIL ADDRESS: STREET 1: 729 SE FEDERAL HWY STREET 2: STE 307 CITY: STUART STATE: FL ZIP: 34994 FORMER COMPANY: FORMER CONFORMED NAME: TRANSCONTINENTAL ENERGY CORP/DE/ DATE OF NAME CHANGE: 19880417 FORMER COMPANY: FORMER CONFORMED NAME: TRANSCONTINENTAL OIL CORP/NEW/ DATE OF NAME CHANGE: 19810820 FORMER COMPANY: FORMER CONFORMED NAME: TRANSCONTINENTAL ENERGY CORP DATE OF NAME CHANGE: 19800609 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Meagher Michael J CENTRAL INDEX KEY: 0001393198 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: 212-616-7700 MAIL ADDRESS: STREET 1: 360 MADISON AVENUE STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G/A 1 regency13gam1.txt SC13GAM1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Regency Affiliates, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 758847305 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2007 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 758847305 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Michael J. Meagher - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 257,583* -------------------------------------- (6) Shared Voting Power: 0 -------------------------------------- (7) Sole Dispositive Power: 257,583* -------------------------------------- (8) Shared Dispositive Power: 0 -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 257,583* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 7.4%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: IN - -------------------------------------------------------------------------------- * As of December 31, 2007, Seaport V LLC, a Minnesota limited liability company ("Seaport V"), held 257,583 shares of Regency Affiliates, Inc. common stock, par value $0.01 per share (the "Common Stock"). Seaport V is a wholly owned subsidiary of The Seaport Group LLC, a Delaware limited liability company. Stephen C. Smith and Michael J. Meagher possess the sole power to vote and the sole power to direct the disposition of all shares of Common Stock held by Seaport V. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Smith and Mr. Meagher, as of December 31, 2007, are deemed to beneficially own 257,583 shares of Common Stock, or 7.4% of those shares of Common Stock deemed issued and outstanding as of that date. Mr. Smith's and Mr. Meagher's interest in such securities is limited to the extent of their pecuniary interest in Seaport V, if any. CUSIP No. 758847305 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Stephen C. Smith - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 257,583* -------------------------------------- (6) Shared Voting Power: 0 -------------------------------------- (7) Sole Dispositive Power: 257,583* -------------------------------------- (8) Shared Dispositive Power: 0 -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 257,583* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 7.4%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: IN - -------------------------------------------------------------------------------- * As of December 31, 2007, Seaport V LLC, a Minnesota limited liability company ("Seaport V"), held 257,583 shares of Regency Affiliates, Inc. common stock, par value $0.01 per share (the "Common Stock"). Seaport V is a wholly owned subsidiary of The Seaport Group LLC, a Delaware limited liability company. Stephen C. Smith and Michael J. Meagher possess the sole power to vote and the sole power to direct the disposition of all shares of Common Stock held by Seaport V. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Smith and Mr. Meagher, as of December 31, 2007, are deemed to beneficially own 257,583 shares of Common Stock, or 7.4% of those shares of Common Stock deemed issued and outstanding as of that date. Mr. Smith's and Mr. Meagher's interest in such securities is limited to the extent of their pecuniary interest in Seaport V, if any. Item 1(a). Name of Issuer: Regency Affiliates, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 610 N.E. Jensen Beach Boulevard, Jensen Beach, Florida 34957 Item 2(a). Name of Person Filing: Michael J. Meagher Stephen C. Smith Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business office of Michael J. Meagher and Stephen C. Smith is c/o The Seaport Group LLC, 360 Madison Avenue, 22nd Floor, New York, New York 10017 Item 2(c). Citizenship: Mr. Meagher and Mr. Smith are citizens of the United States. Item 2(d). Title of Class of Securities: Common Stock, par value $0.01 per share Item 2(e). CUSIP No.: 758847305 Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a: Not Applicable. Item 4. Ownership (a) Amount Beneficially Owned (as of December 31, 2007): 257,583* (b) Percent of Class (as of December 31, 2007): 7.4%* (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote: 257,583* (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 257,583* (iv) shared power to dispose or to direct the disposition of: 0 * As of December 31, 2007, Seaport V LLC, a Minnesota limited liability company ("Seaport V"), held 257,583 shares of Regency Affiliates, Inc. common stock, par value $0.01 per share (the "Common Stock"). Seaport V is a wholly owned subsidiary of The Seaport Group LLC, a Delaware limited liability company. Stephen C. Smith and Michael J. Meagher possess the sole power to vote and the sole power to direct the disposition of all shares of Common Stock held by Seaport V. Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Smith and Mr. Meagher, as of December 31, 2007, are deemed to beneficially own 257,583 shares of Common Stock, or 7.4% of those shares of Common Stock deemed issued and outstanding as of that date. Mr. Smith's and Mr. Meagher's interest in such securities is limited to the extent of their pecuniary interest in Seaport V, if any. Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE 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. February 14, 2008 By: /s/ Michael J. Meagher ---------------------------------------- Michael J. Meagher, in his capacity as a member of The Seaport Group LLC By:/s/ Stephen C. Smith ---------------------------------------- Stephen C. Smith, in his capacity as a member of The Seaport Group LLC Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----