-----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, PeCup5naa3lOX5RP463K8HQtTkwSvq2KR9UhWWhZhEvA5PceWfP1gpBhNsnaS3UP ejSub1FU1K6ppqpAjryk1g== 0000950142-97-001012.txt : 19971224 0000950142-97-001012.hdr.sgml : 19971224 ACCESSION NUMBER: 0000950142-97-001012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971223 SROS: NASD GROUP MEMBERS: DAVIDSON KEMPNER ADVISERS INC. GROUP MEMBERS: DAVIDSON KEMPNER ENDOWMENT PARTNERS GROUP MEMBERS: DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C. GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL LTD. GROUP MEMBERS: DAVIDSON KEMPNER PARTNERS GROUP MEMBERS: DAVIDSON M H & CO INC/ GROUP MEMBERS: M.H. DAVIDSON & CO. GROUP MEMBERS: MARVIN H. DAVIDSON 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: SEC FILE NUMBER: 005-44179 FILM NUMBER: 97743060 BUSINESS ADDRESS: STREET 1: 411 WEST PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 10 UNION SQUARE EAST 5TH FL CITY: NEW YORK STATE: NY ZIP: 10003 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. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 5 ) ----------------------- 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) ----------------------- DECEMBER 19, 1997 (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 20 Pages SCHEDULE 13D CUSIP NO. 76126R109 PAGE 2 OF 20 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 375,200 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 375,200 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 375,200 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 20 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 522,000 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 522,000 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 522,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.22% 14 TYPE OF REPORTING PERSON PN - ------ -------------- SCHEDULE 13D CUSIP NO. 76126R109 PAGE 4 OF 20 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 61,400 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 61,400 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .61% 14 TYPE OF REPORTING PERSON CO - ------ -------------- SCHEDULE 13D CUSIP NO. 76126R109 PAGE 5 OF 20 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 POWER NUMBER OF SHARES 284,700 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 284,700 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 284,700 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 20 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 659,900 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 659,900 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 659,900 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 20 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 24,100 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 24,100 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,100 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .24% 14 TYPE OF REPORTING PERSON PN - ------ -------------- SCHEDULE 13D CUSIP NO. 76126R109 PAGE 8 OF 20 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 522,000 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 522,000 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 522,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.22% 14 TYPE OF REPORTING PERSON CO - ------ -------------- SCHEDULE 13D CUSIP NO. 76126R109 PAGE 9 OF 20 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 1,267,400 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,267,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,267,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.67% 14 TYPE OF REPORTING PERSON IN - ------ -------------- SCHEDULE 13D CUSIP NO. 76126R109 PAGE 10 OF 20 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 2,300 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 1,267,400 9 SOLE DISPOSITIVE POWER 2,300 10 SHARED DISPOSITIVE POWER 1,267,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,269,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.7% 14 TYPE OF REPORTING PERSON IN - ------ -------------- SCHEDULE 13D CUSIP NO. 76126R109 PAGE 11 OF 20 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 1,267,400 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,267,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,267,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.67% 14 TYPE OF REPORTING PERSON IN - ------ -------------- SCHEDULE 13D CUSIP NO. 76126R109 PAGE 12 OF 20 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 1,267,400 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,267,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,267,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.67% 14 TYPE OF REPORTING PERSON IN - ------ -------------- SCHEDULE 13D CUSIP NO. 76126R109 PAGE 13 OF 20 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 1,267,400 9 SOLE DISPOSITIVE POWER -- 10 SHARED DISPOSITIVE POWER 1,267,400 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,267,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.67% 14 TYPE OF REPORTING PERSON IN - ------ -------------- SCHEDULE 13D CUSIP NO. 76126R109 PAGE 14 OF 20 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 61,400 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER -- 9 SOLE DISPOSITIVE POWER 61,400 10 SHARED DISPOSITIVE POWER -- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,400 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .61% 14 TYPE OF REPORTING PERSON OO - ------ -------------- SCHEDULE 13D CUSIP NO. 76126R109 PAGE 15 OF 20 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 900 SHARES 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 20 PAGES --------------------------- AMENDMENT NO. 5 TO SCHEDULE 13D This is Amendment No. 5 ("Amendment No. 5") to the original statement on Schedule 13D filed by the Davidson Kempner group, dated April 6, 1995 as amended by Amendment No. 1 dated January 19, 1996, Amendment No. 2, dated November 7, 1996, Amendment No. 3 dated March 12, 1997 and Amendment No. 4 dated August 15, 1997 (the "Schedule 13D"). This Amendment No. 5 is being filed by the Reporting Parties to amend or supplement certain information contained in the Schedule 13D. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. The Schedule 13D is hereby amended as follows: Item 4. Purpose of the Transaction. - ------- --------------------------- Item 4 of the Schedule 13D as previously filed is amended to read as follows: The Company is currently managed and administered by Wexford Management LLC ("Wexford"). As reported in the Company's 10-Q for the period ended September 30, 1997, Wexford's management agreement is due to expire on December 31, 1997. On December 19, 1997, one of the Reporting Parties participated in a discussion with four directors and two other principal shareholders of the Company during which the Reporting Party's views regarding the future management and direction of the Company were solicited. The representative of the Reporting Parties expressed support for seeking an interim extension of Wexford's management agreement and for identifying and engaging new management in early 1998. The representative of the Reporting Parties also expressed support for encouraging new management to seek ways to increase Company value. The Reporting Parties intend to engage in further communications with one or more of the Company's shareholders, officers and/or directors regarding new management for the Company and maximizing shareholder value including but not limited to the possibility of operating the Company as a going concern. The Reporting Parties may, at any time and from time to time, and reserve 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 the Reporting Parties in light of their general investment policies, market conditions or other factors. SCHEDULE 13D CUSIP NO. 76126R109 PAGE 17 OF 20 PAGES --------------------------- Except as set forth above, the Reporting Parties 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; (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. SCHEDULE 13D CUSIP NO. 76126R109 PAGE 18 OF 20 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. December 23, 1997 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 19 OF 20 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 20 OF 20 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 -----END PRIVACY-ENHANCED MESSAGE-----