-----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, CzFD911nYQhUSiWdXcwPgvfFnJ5/PUCsmt23i7Fj0zx0UpV2tIIfNAjkR9GV4/XH 5kTshgPPUbetLMrSM0o68Q== 0000950142-96-000604.txt : 19961113 0000950142-96-000604.hdr.sgml : 19961113 ACCESSION NUMBER: 0000950142-96-000604 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961112 SROS: NASD GROUP MEMBERS: DAVIDSON KEMPNER ADVISERS INC. GROUP MEMBERS: DAVIDSON KEMPNER ENDOWMENT PARTNERS GROUP MEMBERS: DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL ADVISORS, GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL LTD. GROUP MEMBERS: DAVIDSON KEMPNER PARTNERS GROUP MEMBERS: DAVIDSON M H & CO INC/ GROUP MEMBERS: L.L.C. GROUP MEMBERS: L.P. GROUP MEMBERS: M.H. DAVIDSON & CO. GROUP MEMBERS: MARVIN H. DAVIDSON GROUP MEMBERS: MASTERS FUND, L.P. GROUP MEMBERS: MHD MANAGEMENT CO. GROUP MEMBERS: MICHAEL J. LEFFELL GROUP MEMBERS: SCOTT E. DAVIDSON GROUP MEMBERS: STEPHEN M. DOWICZ GROUP MEMBERS: THOMAS L. KEMPNER FOUNDATION INC. GROUP MEMBERS: THOMAS L. KEMPNER, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESURGENCE PROPERTIES INC CENTRAL INDEX KEY: 0000929223 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 133757163 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44179 FILM NUMBER: 96659913 BUSINESS ADDRESS: STREET 1: 411 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2148795800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON M H & CO INC/ CENTRAL INDEX KEY: 0000937617 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 885 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123713000 MAIL ADDRESS: STREET 2: 885 THIRD AVE SUITE 810 CITY: NEW YORK STATE: NY ZIP: 10022-4834 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 2 SCHEDULE 13D CONFORMED COPY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2 ) _______________________ 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) _______________________ NOVEMBER 7, 1996 (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 28 Pages CUSIP NO. 76126R109 Page 2 of 28 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 SHARES 375,700 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 375,700 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 375,700 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 SCHEDULE 13D CUSIP NO. 76126R109 Page 3 of 28 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 SHARES 291,600 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 291,600 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 291,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.92% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 76126R109 Page 4 of 28 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 SHARES 61,500 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 61,500 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .62% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 76126R109 Page 5 of 28 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 NUMBER OF POWER SHARES BENEFICIALLY 285,500 OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 285,500 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 285,500 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 SCHEDULE 13D CUSIP NO. 76126R109 Page 6 of 28 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 SHARES 661,200 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 661,200 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 661,200 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 SCHEDULE 13D CUSIP NO. 76126R109 Page 7 of 28 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 SHARES 20,900 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 20,900 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,900 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 SCHEDULE 13D CUSIP NO. 76126R109 Page 8 of 28 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 SHARES 291,600 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 291,600 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 291,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.92% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP NO. 76126R109 Page 9 of 28 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 1,037,000 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,037,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,037,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 76126R109 Page 10 of 28 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 SHARES 2,300 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,037,000 9 SOLE DISPOSITIVE POWER 2,300 10 SHARED DISPOSITIVE POWER 1,037,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,039,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 76126R109 Page 11 of 28 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 1,037,000 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,037,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,037,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 76126R109 Page 12 of 28 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 1,037,000 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,037,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,037,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 76126R109 Page 13 of 28 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 1,037,000 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,037,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,037,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP NO. 76126R109 Page 14 of 28 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 SHARES 61,500 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 61,500 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .62% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP NO. 76126R109 Page 15 of 28 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 SHARES 900 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 SCHEDULE 13D CUSIP NO. 76126R109 Page 16 of 28 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Masters Fund, 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 New York 7 SOLE VOTING POWER NUMBER OF SHARES 1,800 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 1,800 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,800 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .018% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP NO. 76126R109 Page 17 of 28 pages AMENDMENT NO. 2 TO SCHEDULE 13D This is Amendment No.2 ("Amendment No.2") 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. This Amendment No.2 reflects recent acquisitions of Common Stock par value $.01 per share (the "Common Stock") of Resurgence Properties Inc. (the "Company") and adds Masters Fund, L.P., a New York limited partnership, as a "Reporting Party." ITEM 2. IDENTITY AND BACKGROUND. Item 2 is amended to add 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 add the following: Working capital of DKP, DKIP, MHD, DKAI, M.H. Davidson & Co., DKIL, DKIA, Masters Fund 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, Masters Fund, 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, Masters Fund, 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; SCHEDULE 13D CUSIP NO. 76126R109 Page 18 of 28 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. SCHEDULE 13D CUSIP NO. 76126R109 Page 19 of 28 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 June 30, 1996, which disclosed that 10,000,000 shares of Common Stock were outstanding at the close of business on August 1, 1996. As of the close of business on November 7, 1996: NAME OF REPORTING PARTY: DKP (a) Aggregate Number of Securities Owned 375,700 Percentage 3.75% (b) 1. Sole power to vote or to direct the vote 375,700 2. Shared power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 375,700 4. Shared power to dispose of or to direct the disposition -- (c) Information concerning transactions in the Common Stock effected by DKP is set forth in Appendix I. DKIP (a) Aggregate Number of Securities Owned 291,600 Percentage 2.92% (b) 1. Sole power to vote or to direct the vote 291,600 2. Shared power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 291,600 SCHEDULE 13D CUSIP NO. 76126R109 Page 20 of 28 pages 4. Shared power to dispose of or to direct the disposition -- (c) Information concerning transactions in the Common Stock effected by DKIP is set forth in Appendix I. MHD MANAGEMENT CO. (a) Aggregate Number of Securities Owned 661,200 (b) Percentage 6.6% 1. Sole power to vote or to direct the vote 661,200 2. Shared power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 661,200 4. Shared power to direct the disposition -- M.H. DAVIDSON & CO. (a) Aggregate Number of Securities Owned 20,900 (b) Percentage .21% 1. Sole power to vote or to direct the vote 20,900 2. Shared power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 20,900 4. Shared power to direct the disposition -- (c) Information concerning transactions in the Common Stock effected by M.H. Davidson & Co. is set forth in Appendix I. DAVIDSON KEMPNER ADVISERS INC. (a) Aggregate Number of Securities Owned 291,600 SCHEDULE 13D CUSIP NO. 76126R109 Page 21 of 28 pages (b) Percentage 2.92% 1. Sole Power to vote or to direct the vote 291,600 2. Shared Power to vote or to direct the vote -- 3. Sole power to dispose or to direct the dispositions 291,600 4. Shared power to direct the disposition - - DAVIDSON KEMPNER ENDOWMENT PARTNERS (a) Aggregate Number of Securities Owned 285,500 (b) Percentage 2.85% 1. Sole Power to vote or to direct the vote 285,500 2. Shared Power to vote or to direct the vote -- 3. Sole power to dispose or to direct the dispositions 285,500 4. Shared power to direct the disposition - - (c) Information concerning transactions in the Common Stock effected by DKEP is set forth in Appendix I. MARVIN H. DAVIDSON (a) Aggregate Number of Securities Owned 1,037,000 (b) Percentage 10.4% 1. Sole Power to vote or to direct the vote -- 2. Shared Power to vote or to direct the vote 1,037,000 3. Sole power to dispose or to direct the dispositions -- 4. Shared power to direct the disposition 1,037,000 SCHEDULE 13D CUSIP NO. 76126R109 Page 22 of 28 pages THOMAS L. KEMPNER, JR. (a) Aggregate Number of Securities Owned 1,039,300 {1} (a) Percentage 10.4% 1. Sole Power to vote or to direct the vote 2,300 2. Shared Power to vote or to direct the vote 1,037,000 3. Sole power to dispose or to direct the disposition 2,300 4. Shared power to direct the disposition 1,037,000 STEPHEN M. DOWICZ (a) Aggregate Number of Securities Owned 1,037,000 (b) Percentage 10.4% 1. Sole Power to vote or to direct the vote -- 2. Shared Power to vote or to direct the vote 1,037,000 3. Sole power to dispose or to direct the disposition -- 4. Shared power to direct the disposition 1,037,000 SCOTT E. DAVIDSON (a) Aggregate Number of Securities Owned 1,037,000 (b) Percentage 10.4% 1. Sole Power to vote or to direct the vote -- 2. Shared Power to vote or to direct the vote 1,037,000 {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. SCHEDULE 13D CUSIP NO. 76126R109 Page 23 of 28 pages 3. Sole power to dispose or to direct the disposition -- 4. Shared power to direct the disposition 1,037,000 MICHAEL J. LEFFELL (a) Aggregate Number of Securities Owned 1,037,000 (b) Percentage 10.4% 1. Sole Power to vote or to direct the vote -- 2. Shared Power to vote or to direct the vote 1,037,000 3. Sole power to dispose or to direct the disposition -- 4. Shared power to direct the disposition 1,037,000 DKIL (a) Aggregate Number of Securities Owned 61,500 (b) Percentage .62% 1. Sole Power to vote or to direct the vote 61,500 2. Shared Power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 61,500 4. Shared power to direct the disposition -- (c) Information concerning transactions in the Common Stock effected by DKIL is set forth in Appendix I. DKIA (a) Aggregate Number of Securities Owned 61,500 (b) Percentage .62% 1. Sole Power to vote or to direct the vote 61,500 SCHEDULE 13D CUSIP NO. 76126R109 Page 24 of 28 pages 2. Shared Power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 61,500 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 -- MASTERS FUND (a) Aggregate Number of Securities Owned 960 (b) Percentage .04% 1. Sole Power to vote or to direct the vote 960 2. Shared Power to vote or to direct the vote -- 3. Sole power to dispose or to direct the disposition 960 4. Shared power to direct the disposition -- (c) Information concerning transactions in the Common Stock effected by Masters Fund is set forth in Appendix I. SCHEDULE 13D CUSIP NO. 76126R109 Page 25 of 28 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. November 11, 1996 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 SCHEDULE 13D CUSIP NO. 76126R109 Page 26 of 28 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 SCHEDULE 13D CUSIP NO. 76126R109 Page 27 of 28 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 MASTERS FUND, L.P. By: Davidson Kempner Advisers Inc., its Investment Manager By: /S/ THOMAS L. KEMPNER, JR. Thomas L. Kempner, Jr. Secretary SCHEDULE 13D CUSIP NO. 76126R109 Page 28 of 28 pages APPENDIX I Resurgence Properties Inc. Transaction Schedule From January 19, 1996 to November 7, 1996 M.H. Davidson & Co. DATE QUANTITY PRICE/SHARE WHERE/HOW 11/7/96 5,200 $8.375 Open Market Purchase Davidson Kempner Partners DATE QUANTITY PRICE/SHARE WHERE/HOW 11/7/96 178,700 $8.375 Open Market Purchase Davidson Kempner Institutional Partners, L.P. DATE QUANTITY PRICE/SHARE WHERE/HOW 11/7/96 53,000 $8.375 Open Market Purchase Davidson Kempner International Ltd. DATE QUANTITY PRICE/SHARE WHERE/HOW 11/7/96 60,800 $8.375 Open Market Purchase Davidson Kempner Endowment Partners, L.P. DATE QUANTITY PRICE/SHARE WHERE/HOW 11/7/96 155,000 $8.375 Open Market Purchase Masters Fund, L.P. DATE QUANTITY PRICE/SHARE WHERE/HOW 11/7/96 1,800 $8.375 Open Market Purchase -----END PRIVACY-ENHANCED MESSAGE-----