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Legend Properties Inc – ‘10-Q’ for 6/30/00

On: Monday, 8/14/00, at 3:33pm ET · For: 6/30/00 · Accession #: 950133-0-3449 · File #: 1-09885

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/00  Legend Properties Inc             10-Q        6/30/00    2:52K                                    Bowne - DC/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Legend Properties, Inc. Form 10-Q                     21    100K 
 2: EX-27.1     Financial Data Schedule                                1      8K

10-Q — Legend Properties, Inc. Form 10-Q
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Reports on Form 8-K Financial Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risks Signatures
1	1st Page - Filing Submission
2	Item 1. Financial Statements
11	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
18	Item 3. Quantitative and Qualitative Disclosures About Market Risks
19	Item 1. Legal Proceedings
20	Item 6. Exhibits and Reports on Form 8-K
21	Signatures

10-Q 1st Page of 21 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 10-Q
 ---------

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934                                                             

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES         
EXCHANGE ACT OF 1934                                                    

FOR THE TRANSITION PERIOD FROM ____________ TO ____________.

 COMMISSION FILE NUMBER 1-9885

 LEGEND PROPERTIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           DELAWARE                                       36-3465359
      (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

3755 7TH TERRACE, SUITE 301, VERO BEACH, FLORIDA                       32960    
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                          (ZIP CODE)

             REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (561) 778-0180

             ---------------

   Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
Registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days. YES [x]. NO [ ].                      

Shares of common stock outstanding as of June 30, 2000: 6,290,874.

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 TABLE OF CONTENTS

                                                        [Enlarge/Download Table]


                         PART I - FINANCIAL INFORMATION                              
                                                                                     
Item 1.    Financial Statements                                                      

           Condensed Consolidated Balance Sheets at June 30, 2000 (unaudited)        
           and December 31, 1999....................................................3

           Condensed Consolidated Statements of Operations for the Three Months      
           Ended June 30, 2000 and 1999 (unaudited).................................4

           Condensed Consolidated Statements of Operations for the Six Months        
           Ended June 30, 2000 and 1999 (unaudited).................................5

           Condensed Consolidated Statements of Cash Flows for the Six Months        
           Ended June 30, 2000 and 1999 (unaudited).................................6

           Notes to Condensed Consolidated Financial Statements (unaudited).........8

Item 2.    Management's Discussion and Analysis of Financial Condition and           
           Results of Operations...................................................11

Item 3     Quantitative and Qualitative Disclosures about Market Risks.............18

                           PART II - OTHER INFORMATION                               

Item 1.    Legal Proceedings.......................................................19

Item 6.    Exhibits and Reports of Form 8-K........................................20

Signatures ........................................................................21


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PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS                                                 

LEGEND PROPERTIES, INC. AND SUBSIDIARIES
(A SUBSIDIARY OF RGI HOLDINGS, INC.)
 CONDENSED CONSOLIDATED BALANCE SHEETS
 JUNE 30, 2000 AND DECEMBER 31, 1999
 (UNAUDITED)

                                                        [Enlarge/Download Table]


------------------------------------------------------------------------------------------------ 
                                                                         2000         1999       
------------------------------------------------------------------------------------------------ 

                            Assets                                                               
                            ------                                                               
                                                                                                 
Real estate inventory                                              $    74,445,847    75,806,841 
Cash and cash equivalents                                                1,081,510     2,902,359 
Restricted cash and investments                                         13,435,932    10,602,370 
Accounts and notes receivable                                            2,456,982     3,106,856 
Property and equipment, net                                             22,320,239    22,869,703 
Intangible assets, net                                                   1,369,907     1,446,007 
Other assets, net                                                        8,288,298    10,954,824 
                                                                      -------------------------- 

                                                                   $   123,398,715   127,688,960 
                                                                      -------------------------- 

         Liabilities and Stockholders' (Deficit) Equity                                          
         ----------------------------------------------                                          

Notes payable to banks and others                                  $    19,474,924    21,587,213 
Payables to related parties                                             88,418,784    88,661,961 
Accounts payable                                                         3,257,926     3,354,368 
Other notes and liabilities                                             14,187,313    12,785,204 
                                                                      -------------------------- 
                                                                       125,338,947   126,388,746 
                                                                      -------------------------- 

Stockholders'(deficit) equity :                                                                  
    Common stock, $.01 par value.  Authorized 10,000,000 shares;                                 
        6,311,678 shares issued and 6,290,874 shares outstanding                                 
        at June 30, 2000 and December 31, 1999                              63,117        63,117 
    Additional paid-in capital                                          44,171,103    44,171,103 
    Accumulated deficit                                                (46,053,136)  (42,812,690)
    Treasury stock, 20,804 shares at June 30, 2000 and December                                  
        31, 1999                                                          (121,316)     (121,316)
                                                                      -------------------------- 

                          Total stockholders' (deficit) equity          (1,940,232)    1,300,214 
                                                                      -------------------------- 

                                                                   $   123,398,715   127,688,960 
                                                                      -------------------------- 

See accompanying notes to the Condensed Consolidated Financial Statements       

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 LEGEND PROPERTIES INC. AND SUBSIDIARIES
(A SUBSIDIARY OF RGI HOLDINGS, INC.)
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
 (UNAUDITED)

                                                        [Enlarge/Download Table]


-----------------------------------------------------------------------------------------------  
                                                                       2000           1999       
-----------------------------------------------------------------------------------------------  
                                                                                                 
Revenues:                                                                                        
    Real estate sales                                            $     7,125,807     9,827,051   
    Club operations                                                    2,171,143     1,764,560   
    Patient services                                                     717,796       727,056   
    Other                                                                943,112       689,396   
                                                                     --------------------------- 
                     Total revenues                                   10,957,858    13,008,063   
                                                                     --------------------------- 

Operating costs and expenses:                                                                    
    Real estate sales                                                  5,725,958     7,112,070   
    Club operations                                                    2,170,075     1,960,528   
    Patient services                                                     586,366       518,418   
    Other                                                                190,413       748,215   
    Selling, general and administrative                                2,830,445     3,529,437   
    Depreciation and amortization                                        406,405       450,717   
                                                                     --------------------------- 
                    Total operating costs and expenses                11,909,662    14,319,385   
                                                                     --------------------------- 
Operating loss                                                          (951,804)   (1,311,322)  
                                                                     --------------------------- 

Other income (expense):                                                                          
    Interest income                                                      158,049       116,960   
    Interest expense, including loan cost amortization                  (160,800)     (638,135)  
    Interest expense, related party                                   (2,200,612)   (1,914,336)  
                                                                      -------------------------- 
                    Net other expense                                 (2,203,363)   (2,435,511)  
                                                                      -------------------------- 

Loss before income tax benefit                                        (3,155,167)   (3,746,833)  

Income tax benefit                                                     1,069,309             -   
                                                                      ---------------------------
Net loss                                                        $     (2,085,858)   (3,746,833)  
                                                                      ---------------------------
Net loss per share - basic and diluted                          $          (0.33)        (0.60)  
                                                                      ---------------------------
Weighted average number of common shares outstanding                   6,290,874     6,290,874   
-------------------------------------------------------------------------------------------------

See accompanying notes to the Condensed Consolidated Financial Statements       

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 LEGEND PROPERTIES INC. AND SUBSIDIARIES
(A SUBSIDIARY OF RGI HOLDINGS, INC.)
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
 (UNAUDITED)

                                                        [Enlarge/Download Table]


--------------------------------------------------------------------------------------------------
                                                                         2000          1999       
--------------------------------------------------------------------------------------------------
                                                                                                  
Revenues:                                                                                         
    Real estate sales                                           $    20,453,035     24,850,412    
    Club operations                                                   4,897,582      3,953,229    
    Patient services                                                  1,412,900      1,421,213    
    Other                                                             1,374,442      1,436,322    
                                                                      --------------------------  

                     Total revenues                                  28,137,959     31,661,176    
                                                                      --------------------------  

Operating costs and expenses:                                                                     
    Real estate sales                                                15,976,165     18,102,800    
    Club operations                                                   4,425,982      4,111,196    
    Patient services                                                  1,102,002      1,023,142    
    Other                                                               694,000      1,323,458    
    Selling, general and administrative                               5,561,619      8,745,564    
    Depreciation and amortization                                       824,301        897,241    
                                                                      --------------------------  

                    Total operating costs and                        28,584,069     34,203,401    
                        expenses                                                                  
                                                                      --------------------------  

Operating loss                                                         (446,110)    (2,542,225)   
                                                                      --------------------------  

Other income (expense):                                                                           
    Interest income                                                     271,167        323,795    
    Interest expense, including loan cost                              (369,091)    (1,478,624)   
        amortization                                                                              
    Interest expense, related party                                  (4,387,421)    (3,792,629)   
                                                                      --------------------------  

                    Net other expense                                (4,485,345)    (4,947,458)   
                                                                      --------------------------  

Loss before income tax benefit                                       (4,931,455)    (7,489,683)   

Income tax benefit                                                    1,691,009              -    
                                                                      --------------------------  

Net loss                                                        $    (3,240,446)    (7,489,683)   
                                                                      --------------------------- 

Net loss per share - basic and diluted                          $         (0.52)         (1.19)   
                                                                      --------------------------- 

Weighted average number of common shares outstanding                  6,290,874      6,290,874    
--------------------------------------------------------------------------------------------------


See accompanying notes to the Condensed Consolidated Financial Statements       

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LEGEND PROPERTIES, INC. AND SUBSIDIARIES
(A SUSIDIARY OF RGI HOLDINGS, INC.) 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 
(UNAUDITED) 

                                                        [Enlarge/Download Table]

--------------------------------------------------------------------------------------------------------  
                                                                                 2000            1999     
--------------------------------------------------------------------------------------------------------  
                                                                                                          

Cash flows from operating activities:                                                                     
        Net loss                                                             $ (3,240,446)     (7,489,683)
        Adjustments to reconcile net loss to net cash used in operating                                   
           activities:                                                                                    
           Depreciation and amortization                                          824,301         897,241 
           Amortization of loan costs                                              96,130         135,368 
           Related party interest expense not paid                              4,387,421       3,708,602 
           Gain on sale of property and equipment                                 (47,309)             -  
           Deferred tax benefit                                                (1,691,009)             -  
        Change in certain assets and liabilities:                                                         
           Decrease (increase) in real estate inventory and assets for          1,360,994        (288,437)
           sale                                                                                           
           Decrease in accounts and notes receivable and                                                  
              other assets                                                        217,782       3,670,863 
           Increase (decrease) in accounts payable and other notes                                        
              and liabilities                                                   1,305,667      (1,664,739)
                                                                               -------------------------- 

        Net cash provided by operating activities                               3,213,531      (1,030,785)
                                                                               -------------------------- 
Cash flows from investing activities:                                                                     

              (Increase) decrease  in restricted cash and investments          (2,833,562)      7,059,848 
                Proceeds from sale of property and equipment                      286,587         560,499 
                Purchase of property and equipment                               (438,015)       (390,339)
                                                                               -------------------------- 

        Net cash (used in) provided by investing activities                    (2,984,990)      7,230,008 
                                                                               -------------------------- 

Cash flows from financing activities:                                                                     
                Proceeds from notes payable to bank and others                  6,333,484       8,430,196 
                Repayment of notes payable to bank and others                  (8,445,773)    (19,183,348)
                Proceeds of loans from related parties                            127,044       3,750,000 
                Repayments of loans from related parties                             -         (2,248,279)
                Payment of loan fees and other                                    (64,145)        (88,303)
                                                                               -------------------------- 

         Net cash used in financing activities                                 (2,049,390)     (9,339,734)
                                                                               -------------------------- 

Net decrease in cash and cash equivalents                                      (1,820,849)     (3,140,511)

Cash and cash equivalents at beginning of period                                2,902,359       4,446,864 
                                                                               -------------------------- 

Cash and cash equivalents at end of period                                   $  1,081,510       1,306,353 
                                                                               -------------------------- 

                                                                               (Continued)                

--------------------------------------------------------------------------------------------------------- 

See accompanying notes to the Condensed Consolidated Financial Statements       

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LEGEND PROPERTIES, INC. AND SUBSIDIARIES
(A SUBSIDIARY OF RGI HOLDINGS, INC. 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) 
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 
(UNAUDITED) 

                                                        [Enlarge/Download Table]


-------------------------------------------------------------------------------------------------
                                                                           2000         1999     
-------------------------------------------------------------------------------------------------
                                                                                                 

Supplemental Disclosure of Cash Flow Information:                                                
    Cash paid during the period for interest, net of amount                                      
    capitalized of $554,429 in 2000 and $502,579 in 1999            $     246,150     1,247,636  
------------------------------------------------------------------------------------------------ 

Supplemental Disclosure of Non-cash Operating and Financing                                      
    Transactions:                                                                                
    Decrease in other assets and related party debt due                                          
    to utilization of deferred tax asset                            $   4,757,642             -  

-------------------------------------------------------------------------------------------------


See accompanying notes to the Condensed Consolidated Financial Statements       

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LEGEND PROPERTIES, INC. AND SUBSIDIARIES
(A SUBSIDIARY OF RGI HOLDINGS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED) 
JUNE 30, 2000 

1.       BASIS OF PRESENTATION                                                  

Legend Properties, Inc. (the Company or Legend) formerly known as Banyan        
Mortgage Investment Fund (Banyan), is the surviving corporation from the        
December 31, 1996 merger (the Merger) with RGI U.S. Holdings, Inc. (RGI/US).    
Prior to the Merger, RGI/US was a wholly-owned subsidiary of RGI Holdings, Inc. 
(Holdings).                                                                     

As of June 30, 2000, Holdings owns approximately 80% of the outstanding common  
shares of the Company.                                                          

The condensed consolidated financial statements include the accounts of Legend  
and its subsidiaries . In the opinion of management, the accompanying unaudited 
condensed consolidated financial statements contain all adjustments (consisting 
of only normal recurring adjustments) necessary to present fairly the financial 
position, results of operations and cash flows for the periods presented. All   
significant intercompany accounts and transactions have been eliminated in      
consolidation.                                                                  

These condensed consolidated financial statements should be read in conjunction 
with the consolidated financial statements and the related disclosures contained
in the Company's Annual Report on Form 10-K for the year ended December 31,     
1999, filed with the Securities and Exchange Commission.                        

The results of operations for the six months ended June 30, 2000 are not        
necessarily indicative of the results to be expected for the full fiscal year.  

2.       LIQUIDITY                                                              

As of June 30, 2000, the Company's debt obligations, including payables to      
related parties of $88,418,784, totaled $107,893,708 of which $3,537,361 matures
by December 31, 2000 and an additional $6,761,214 by December 31, 2001. None of 
these maturities relate to payables to related parties. In addition to the debt 
maturities under existing financings, the Company requires additional financing 
to advance its business plan. As of June 30, 2000, the Company had $1,081,510 of
cash and cash equivalents, which will not be sufficient to fund these           
obligations.                                                                    

The Company expects to meet its existing debt obligations that mature during    
2000 by the renewal and extension of existing construction lines, and internally
generated funds from real estate sales and operations. Based on alternatives    
available, management believes that sufficient funds will be available to meet  
its obligations during 2000. If sufficient funds are not available from the     
above sources, the Company anticipates delaying certain quarterly interest      
payments to Holdings as allowed under the debt agreements. The Company also has 
available, if needed, a $5 million credit facility from Holdings, which was     
unused at June 30, 2000.                                                        

For future construction and development activities, the Company anticipates     
utilizing existing construction lines or securing additional construction lines 
or development financing as noted above. Once construction lines or development 
financing are secured, they are typically renewed on an annual basis.           

There can be no assurance that the Company will be able to secure the necessary 
construction and development financing to implement its plan or that, if        
available, the terms and conditions will be                                     

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acceptable to the Company. If the Company is unable to secure the necessary     
additional financing or capital when needed, the plans for its projects will    
likely be materially revised, which would have a material adverse effect on the 
Company's financial condition and results of operations. See the Company's 1999 
annual report or Form 10-K "Factors affecting Legend's Business Plan."          

3.       INCOME TAXES                                                           

Income tax benefit attributable to loss from continuing operations was          
$1,691,009 and $0 for the six months ended June 30, 2000 and 1999, respectively.
The entire deferred tax asset of $1,691,009 was recorded in other assets at June
30, 2000. The 2000 income tax benefit resulted from the anticipated utilization 
of the Company's 2000 operating loss by an affiliated consolidated tax group,   
pursuant to a Tax Sharing and Allocation Agreement.                             

4.       OPERATING SEGMENTS                                                     

The Company's reportable operating segments are distinct operations that service
differing markets. The real estate segment consists of the development,         
construction and sales activities for all of the Company's properties. The club 
operations segment consists of the clubhouse and related activities for Grand   
Harbor and Oak Harbor. Patient services consist of the Royal Palm Convalescent  
Center which offers skilled nursing care, and Somerset House which offers       
assisted living care. Summarized information concerning the reportable segments 
for the three and six months ended June 30, 2000 and 1999, is presented in the  
following table.                                                                

Six Months Ended June 30, 2000 and 1999                                         

                                                        [Enlarge/Download Table]

                                                                                 Other,               
                                                       Club        Patient   Corporate and            
          ($000's omitted)             Real Estate  Operations    Services    Eliminations     Total  
------------------------------------------------------------------------------------------------------
                2000                                                                                  
                                                                                                      
Revenues                               $ 20,453       4,898        1,413         1,374       28,138   
Operating costs and expenses            (19,813)     (5,044)      (1,858)       (1,869)     (28,584)  
Other income/ expenses                   (2,927)         -          (120)          253       (2,794)  
                                       ---------------------------------------------------------------
Net income (loss)                      $ (2,287)       (146)        (565)         (242)      (3,240)  
                                       ===============================================================

                1999                                                                                  

Revenues                               $ 24,850       3,953        1,421         1,437       31,661   
Operating cost and expenses             (23,046)     (5,294)      (1,751)       (4,112)     (34.203)  
Other income/expenses                    (4,322)        (61)        (148)         (416)      (4,947)  
                                       ---------------------------------------------------------------
Net income (loss)                      $ (2,518)     (1,402)        (478)       (3,091)      (7,489)  
                                       ===============================================================


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Three Months Ended June 30, 2000 and 1999                                       

                                                        [Enlarge/Download Table]

                                                                                  Other,              
                                                        Club        Patient   Corporate and           
          ($000's omitted)             Real Estate   Operations    Services    Eliminations     Total 
------------------------------------------------------------------------------------------------------

                                                                                                      

                                                        [Enlarge/Download Table]
----------------------------------------------------------------------------------------------------- 
                                                                                                      
                2000                                                                                  
Revenues                               $  7,126        2,171         718            943        10,958 
Operating costs and expenses             (7,811)      (2,448)       (968)          (683)      (11,910)
Other income/ expenses                   (1,648)          -          (44)           558        (1,134)
                                       ---------------------------------------------------------------
Net income (loss)                      $ (2,333)        (277)       (294)           818        (2,086)
                                       ===============================================================

                1999                                                                                  

Revenues                               $  9,827        1,764         727            690        13,008 
Operating cost and expenses              (9,254)      (2,348)       (870)        (1,847)      (14,319)
Other income/expenses                    (2,150)         (18)        (85)          (183)       (2,436)
                                       ---------------------------------------------------------------
Net income (loss)                      $ (1,577)        (602)       (228)        (1,340)       (3,747)
                                       ===============================================================


5.       MERGER                                                                 

On October 15, 1999, the Company received a proposal from Holdings for the      
merger of the Company with a wholly-owned subsidiary of Holdings. The Company's 
Board of Directors established a special committee to evaluate and consider the 
proposal. On January 6, 2000 the Board of Directors approved a merger and the   
Company and Holdings executed a Merger Agreement where Holdings will acquire all
of the outstanding shares, not currently held by Holdings, for $0.50 per share  
in cash. The merger is subject to, among other things, approval by the          
shareholders and compliance with all applicable regulatory and governmental     
requirements.                                                                   

On July 31, 2000, the Company filed the final amendment to information statement
with the Securities and Exchange Commission. The Company anticipated filing the 
definitive information statement in mid August which will be mailed to all      
stockholders of record. The special meeting of stockholders is anticipated to be
held in late August or early September.                                         

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND         
RESULTS OF OPERATIONS                                           

OVERVIEW                                                                        

Legend Properties, Inc., formerly known as Banyan Mortgage Investment Fund (the 
Company or Legend), is the surviving corporation from the December 31, 1996     
merger (the Merger) of Banyan Mortgage Investment Fund (Banyan ) with RGI U.S.  
Holdings, Inc. (RGI/US), a wholly owned subsidiary of RGI Holdings, Inc.        
(Holdings).                                                                     

The Company's strategy is to realize and enhance the market potential of its    
remaining assets. The Company currently controls approximately 2,700 acres of   
land in a master planned community (Southbridge), a residential golf community  
(Grand Harbor), and a retirement community (Oak Harbor.)                        

Grand Harbor, including the Grand Harbor Golf and Beach Club, is a 772-acre     
residential golf community located in Vero Beach, Florida. Oak Harbor, including
the Oak Harbor Club, Royal Palm Convalescent Center and Somerset House, is a    
116-acre retirement community also located in Vero Beach, Florida. The Royal    
Palm Convalescent Center and Somerset House are skilled nursing care and        
assisted living facilities. Southbridge is a 2,685-acre master planned          
development located in Prince William County, Virginia.                         

The Company is currently focused on continuing the development of               
infrastructure, amenities, residential land parcels and residential units at    
Grand Harbor, Oak Harbor and Southbridge consistent with approved zoning and    
development plans. At Southbridge, the Company is attempting to rezone the      
future phases of the project to allow continuation of its development plan. The 
Company's ability to fully implement these objectives is dependent on, among    
other things, securing short-term and long-term financing related to the        
development on acceptable terms. There can be no assurance that the Company will
be able to obtain the necessary financing on acceptable terms, if at all.       

Certain statements in this quarterly report that are not historical fact        
constitute "forward-looking statements" within the meaning of the Private       
Securities Litigation Reform Act of 1995. Without limiting the foregoing, words 
such as "anticipates," "expects," "intends," "plans" and similar expressions are
intended to identify forward-looking statements. These statements are subject to
a number of risks and uncertainties. For a discussion of the factors affecting  
the Company's business plan, see the Company's 1999 Annual Report on Form 10-K  
"Management's Discussion and Analysis - Factors Affecting Legend's Business     
Plan." Actual results could differ materially from those projected in the       
forward-looking statements. The Company undertakes no obligation to update these
forward-looking statements to reflect future events or circumstances.           

LIQUIDITY AND CAPITAL RESOURCES                                                 

Historically, the Company has utilized internally generated funds, third party  
borrowings and loans from related parties (primarily Holdings), to fund its     
construction and development activities, and ongoing operating expenses.        
Deferral of interest due to Holdings pursuant to the terms of the loan          
agreements has also allowed the Company to maintain and preserve its liquidity  
and capital resources.                                                          

As of June 30, 2000, the Company's debt obligations, including payables to      
related parties of $88,418,784, totaled $107,893,708 of which $3,537,361 matures
by December 31, 2000 and an additional $6,761,214 by December 31, 2001. None of 
these maturities relate to payables to related parties. In addition to the debt 
maturities under existing financings, the Company requires additional financing 
to advance its business plan. As of June 30, 2000, the Company had $1,081,510 of
cash and cash equivalents, which will not be sufficient to fund these           
obligations.                                                                    

During the six months ended June 30, 2000, the Company utilized existing cash   
and cash equivalents and third party borrowings to fund its development and     
construction activities.                                                        

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During 2000, the Company contemplates continued expenditures for the development
of residential lots and construction of residential homes at Grand Harbor, Oak  
Harbor and Southbridge, so that finished units and lots will be available during
2000 and beyond to satisfy existing real estate sales contracts. For Grand      
Harbor and Oak Harbor, the Company anticipates utilizing existing construction  
lines for the majority of the construction financing and securing additional    
construction lines from existing third party lenders for the remainder. At      
Southbridge, the Company must arrange for development financing.                

The Company expects to meet its existing debt obligations that mature during    
2000 by the renewal and extension of existing construction lines, and internally
generated funds from real estate sales and operations. Based on alternatives    
available, Management believes that sufficient funds will be available to meet  
its obligations during 2000. If sufficient funds are not available from the     
above sources, the Company anticipates delaying certain quarterly interest      
payments to Holdings as allowed under the debt agreements. The Company also has 
available, if needed, a $5 million credit facility from Holdings, which was     
unused at June 30, 2000.                                                        

For future construction and development activities, the Company anticipates     
utilizing existing construction lines or securing additional construction lines 
or development financing as noted above. Once construction lines or development 
financing are secured, they are typically renewed on an annual basis.           

There can be no assurance that the Company will be able to secure the necessary 
construction and development financing to implement its plan or that, if        
available, the terms and conditions will be acceptable to the Company. If the   
Company is unable to secure the necessary additional financing or capital when  
needed, the plans for its projects will likely be materially revised, which     
would have a material adverse effect on the Company's financial condition and   
results of operations. See the Company's 1999 Annual Report on Form 10-K        
"Factors Affecting Legend's Business Plan".                                     

For each of Legend's projects, cash flow generated from operations can differ   
substantially from reported earnings, depending on the status of the development
cycle. At Southbridge, which is in the initial stages of development,           
significant cash outlays are required for, among other things, land             
acquisitions, processing zoning and other regulatory approvals, construction of 
amenities, sales facilities, major roads, utilities, general landscaping and    
debt service. Since a major part of these initial expenditures is capitalized,  
income reported for financial statement purposes during the initial years may   
significantly exceed operating cash flow. At the Grand Harbor and Oak Harbor    
properties, which have completed the initial stages of development, operating   
cash flow can exceed earnings reported for financial statement purposes, since  
expenses include charges for substantial amounts previously capitalized.        

Six Months Ended June 30, 2000                                                  

The Company had cash and cash equivalents of $1,081,510 and $2,902,359 at June  
30, 2000 and December 31, 1999, respectively. The decrease during the six months
ended June 30, 2000 is attributable to $2,984,990 and $2,049,390 in cash being  
used in investing and financing activities, respectively, which was partially   
offset by cash provided by operating activities of $3,213,531.                  

Cash Flows from Operating Activities: For the six months ended June 30, 2000,   
the Company generated cash flow from operating activities of $3,213,531,        
primarily due to the following:                                                 

    -  A decrease in real estate inventory of $1,360,994, primarily due to the
sale of 30 units at Grand Harbor, 7 units at Oak Harbor, and 64 
finished residential lots and 200 unfinished residential lots at
     Southbridge, which reduced inventory by $13,507,172.  These decreases
were offset by additional development and construction costs of 
       $12,146,178.  Construction of residential units at Grand Harbor and Oak
      Harbor and development of residential lots at Southbridge continues so
      that finished units and lots will be available during the remainder of
2000 and beyond to satisfy existing contracts.                  

   - Related party interest expense of $4,387,421 that was accrued but not
paid pursuant to the terms of the loan agreements.              

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-  A decrease in accounts and notes receivable and other assets and an
increase in accounts payable and other notes and liabilities of 
$217,782 and $1,305,667, respectively.    Fluctuations in these 
      accounts are generally due to the timing of the collection of accounts
      and notes receivable and the payment of certain liabilities, including
     trade accounts payable, advances from customers and prepaid expenses.
These fluctuations can vary significantly from period to period 
depending on the timing of sale closings, and development and   
      construction activities.  Due to the nature of the Company's business,
      significant fluctuations in these operating assets and liabilities are
not considered unusual.                                         

     -  Depreciation and amortization of $824,301 and amortization of loan costs
      of $96,130 related primarily to fixed asset depreciation and loan cost
amortization for Grand Harbor and Oak Harbor.                   

Partially offset by the following:                                              

    -  A net loss of $3,240,446 due to substantial interest expense, corporate
       overhead and operating losses at Oak Harbor and Southbridge, which were
      partially offset by an operating profit at Grand Harbor and the income
    tax benefit recorded.  Grand Harbor's operating profit resulted from
  the sale of residential units which more than offset the operating
       losses generated from club operations.  At Oak Harbor, operating losses
      from club and assisted living operations exceeded the operating profit
       generated from the sale of residential units.  Residential lot sales at
      Southbridge were not sufficient for the project to cover its marketing
and overhead costs which resulted in a slight operating loss.   

 -  Income tax benefit of $1,691,009 that was recorded but not received,
   related to the income tax benefit anticipated to be realized by the
utilization of the Company's 2000 operating loss.               

Cash Flows from Investing Activities: For the six months ended June 30, 2000,   
the Company utilized $2,984,990 in cash flow from investing activities. Customer
deposits increased due to sales activity which increased restricted cash and    
investments $2,833,562. Proceeds from sale of property and equipment totaled    
$286,587 which relates to the Company's disposition of various equipment. Funds 
were utilized for the purchase of $438,015 of property and equipment.           

Cash Flows from Financing Activities: The Company used $2,049,390 in cash flows 
from financing activities during the six months ended June 30, 2000. Borrowings 
from third-party lenders used primarily to fund certain construction and        
development costs at Grand Harbor and Oak Harbor totaled $6,333,484. Debt       
repayments to third party lenders totaled $8,445,773, resulting from the sale of
residential units and club memberships at Grand Harbor and Oak Harbor. Payment  
of loan fees totaled $64,145.                                                   

Six Months Ended June 30, 1999                                                  

The Company had cash and cash equivalents of $1,306,353 and $4,446,864 at June  
30, 1999 and December 31, 1998, respectively. The decrease during the six       
months ended June 30, 1999 is attributable to $1,030,785 and $9,339,734 in cash 
being used in operating and financing activities, respectively, which was       
partially offset by cash provided by investing activities of $7,230,008.        

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Cash Flows from Operating Activities: For the six months ended June 30, 1999,   
the Company utilized cash flow from operating activities of $1,030,785,         
primarily due to the following:                                                 

-  Net losses of $7,489,683 due to substantial interest expenses,     
       corporate overhead, including severance costs of $850,000 and operating
      losses at Oak Harbor, Southbridge, and Ashburn, offset by an operating
      profit at Grand Harbor. Ashburn incurred certain costs associated with
holding the property during the period it has been held for sale
   without any related revenues. Grand Harbor's operating profits have
       resulted from the timing of unit closing which are traditionally higher
during the first half and better than expected sales results.   

    -  A slight increase in real estate inventory of $288,437 primarily due to
    the acquisition of the second parcel in Ashburn and additional costs
      for construction and development of $13,729,871.  These increases were
       offset by the sale of 39 units at Grand Harbor, 16 units at Oak Harbor,
  and 74 residential lots at Southbridge, which reduced inventory by
       $15,628,840.  Construction of residential units at Grand Harbor and Oak
      Harbor and development of residential lots at Southbridge continues so
       that finished units and lots would be available during the remainder of
1999 and beyond to satisfy existing contracts.                  

Partially offset by the following:                                              

   -  Depreciation and amortization of $1,032,609 related primarily to fixed
      asset depreciation and loan cost amortization for Grand Harbor and Oak
Harbor.                                                         

    -  Related party interest expense of $3,708,602 that was not paid pursuant
to the terms of the loan agreements.                            

-  A decrease in accounts and notes receivable and other assets of    
      $3,670,863 partially offset by a decrease in accounts payable an other
    notes and liabilities of $1,664,739.  Fluctuations in these accounts
      are generally due to the timing of the payments or collections related
    to certain assets and liabilities, including trade accounts payable,
 advances from customers, prepaid expenses, and accounts and notes
     receivable.  These fluctuations can vary significantly from period to
period depending on the timing of closings, and construction and
    development activities. Due to the nature of the Company's business,
      significant fluctuations in these operating assets and liabilities are
not considered unusual.                                         

Cash Flows from Investing Activities: For the six months ended June 30, 1999,   
the Company generated cash flow from investing activities of $7,230,008. Certain
deposits that were held as collateral against a bank loan were released and used
to pay down that debt pursuant to a renegotiated loan agreement. Moreover,      
customer deposits declined as a result of sales activity which, when combined   
with the release of the deposit, caused a decline in restricted cash and        
investments of $7,059,848. Proceeds from sale of property and equipment totaled 
$560,499 which relates to the Company's disposition of a corporate condo. All of
these were partially offset by the purchase of $390,339 of property and         
equipment.                                                                      

Cash Flows from Financing Activities: The Company used $9,339,734 in cash for   
financing activities during the six months ended June 30, 1999. Borrowings from 
third-party lenders used primarily to fund certain construction and development 
costs at Grand Harbor and Oak Harbor totaled $8,430,196. A portion of the debt  
repayments of $19,183,348 relate to the loan payment made from the release of   
the deposit that was discussed previously. The remainder resulted from the sale 
of residential units and club memberships at Grand Harbor and Oak Harbor. In    
addition, the Company borrowed $3,750,000 from related parties which was used to
repay $2,248,279 of maturing related party debt and a portion of maturing third 
party lender debt.                                                              

RESULTS OF OPERATIONS                                                           

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Results of operations for the six months ended June 30, 2000, consisted of the  
consolidated revenues and expenses of Grand Harbor, Oak Harbor and Southbridge, 
whereas the results of operations for the six months ended June 30, 1999        
consisted of the consolidated revenues and expenses of Grand Harbor, Oak Harbor,
Southbridge, and Ashburn. Ashburn's two parcels were acquired in March 1998 and 
April 1999 and sold during September 1999.                                      

Six  months ended June 30, 2000 compared with 1999                              

Total revenues for the six months ended June 30, 2000 and 1999 were $28,137,959 
and $31,661,176, respectively.                                                  

Real estate sales revenues decreased $4,397,377 for the six months ended June   
30, 2000 as compared to 1999 due to a decline in sales at Grand Harbor, Oak     
Harbor and Southbridge. Grand Harbor's sales declined from 39 units in 1999 to  
30 units in 2000. The average sale price increased from $366,000 to $379,000. At
Oak Harbor sales declined from 16 units at an average sales price of $342,000   
during 1999 versus 7 units at an average sale price of $426,000 in 2000. Sales  
prices range from $165,000 to $1,100,000 at Grand Harbor and Oak Harbor, and    
accordingly average sales prices may fluctuate significantly from period to     
period.                                                                         

Southbridge sold 64 finished residential lots at an average sales price of      
approximately $51,000 during the first six months of 2000, as compared to 74    
finished lots at an average sale price of $41,000 for the first six months in   
1999. In addition, 200 unfinished lots were sold in bulk at an average sale     
price of $4,000 during the first six months of 2000. The decrease in finished   
lots sold resulted from delays in the development of finished lots that would   
be available for delivery because of wet weather and labor shortages            
experienced by certain contractors. Finished lot sales prices range from        
$24,000 to over $65,000 at Southbridge and accordingly, average sales prices    
may fluctuate from period to period.                                            

Partially offsetting the decline in real estate sales revenues was the increase 
in club operations revenues. Continued sales activities at both Grand Harbor and
Oak Harbor was the chief component in the rise of club membership and the       
corresponding operating revenues between the six months ended June 30, 2000 and 
1999.                                                                           

Patient service revenues remained relatively unchanged in the six months ended  
June 30, 2000, compared to the same period in 1999, due to fairly stable patient
levels.                                                                         

A decline in real estate sales expense and selling, general and administrative  
costs were primarily responsible for the decrease in operating costs and        
expenses between the six months ended June 30, 2000 and 1999.                   

Gross margin as a percentage of real estate sales was 22% for the six months    
ended June 30, 2000, compared to 27% for the comparable period in 1999. Gross   
margins realized on the sale of residential units at Grand Harbor and Oak Harbor
may fluctuate significantly depending upon the type of product sold. Changes in 
the mix of product types sold accounts for the decline in the gross margin      
between 2000 and 1999.                                                          

Club operations costs and expenses increased $314,786 between 1999 and 2000.    
This increase is chiefly due to the increase in club operations that was        
discussed earlier. Club operations for Grand Harbor are an amenity provided to  
Grand Harbor residences in order to promote real estate sales, while the Oak    
Harbor Club is in its initial stages of operations. Profitability of these      
operations can vary from period to period depending upon sales volume and       
operating costs, which are linked to factors such as the seasonal nature of     
their usage depending on the time of year, overall membership levels, and       
similar factors.                                                                

Patient services costs and expenses remained relatively constant between 1999   
and 2000 which is attributable to stable patient levels.                        

Selling, general and administrative decreased $3,183,946 between 1999 and 2000  
due primarily to a decrease in marketing costs as well as a reduction of payroll
related costs. Also contributing to the decline                                 

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was the elimination of the costs of holding Ashburn which was sold during 1999. 
Certain incentive compensation decreased in 2000 as compared to 1999 and        
$600,000 in severance and relocation costs were recorded in 1999 that were not  
incurred in 2000.                                                               

Total other expense decreased primarily due to a reduction of third party       
interest expense between 1999 and 2000. Interest expense declined due to a net  
reduction in external indebtedness that was attributable to the repayment of the
Ashburn loan upon its sale in September 1999 and sales of residential units at  
Grand Harbor and Oak Harbor. The increase in related party interest expense     
between 1999 and 2000 is due to the higher outstanding loan payable to related  
parties which is attributable to the capitalization of unpaid interest on these 
advances into the loan payable balance on December 31, 1999.                    

The combination of the above changes resulted in a net loss of $3,240,446 ($0.52
per share) for the six months ended June 30, 2000, as compared to a net loss of 
$7,489,683 ($1.19 per share) for the six months ended June 30, 1999.            

Three  months ended June 30 , 2000 compared with 1999                           

Total revenues for the three months ended June 30, 2000 and 1999 were           
$10,957,858 and $13,008,063, respectively.                                      

Real estate sales revenues decreased $2,701,244 for the three months ended June 
30, 2000 as compared to 1999 due to a decline in sales at Grand Harbor, Oak     
Harbor and Southbridge. Grand Harbor's sales declined from 16 units in 1999 to  
10 units in 2000. The average sale price increased from $327,000 to $398,000. At
Oak Harbor sales declined from 7 units at an average sales price of $365,000    
during 1999 versus 1 unit at a sales price of $375,000 in 2000. Sales prices    
range from $165,000 to $1,100,000 at Grand Harbor and Oak Harbor, and           
accordingly average sales prices may fluctuate significantly from period to     
period.                                                                         

Southbridge sold 38 finished residential lots at an average sales price of      
approximately $50,000 during the three months ended June 30, 2000, as compared  
to 34 finished lots at an average sale price of $37,000 for the corresponding   
period in 1999. Finished lot sales prices range from $24,000 to over $65,000 at 
Southbridge and accordingly, average sales prices may fluctuate from period to  
period.                                                                         

Partially offsetting the decline in real estate sales revenues was the increase 
in club operations revenues. Continued sales activities at both Grand Harbor and
Oak Harbor was the chief component in the rise of club membership and the       
corresponding operating revenues between the three months ended June 30, 2000   
and 1999.                                                                       

Patient service revenues remained relatively unchanged in the three months ended
June 30, 2000, compared to the same period in 1999, due to fairly stable patient
levels.                                                                         

A decline in selling, general and administrative costs was primarily responsible
for the decrease in operating costs and expenses between the three months ended 
June 30, 2000 and 1999.                                                         

Gross margin as a percentage of real estate sales was 20% for the three months  
ended June 30, 2000, compared to 28% for the comparable period in 1999. Gross   
margins realized on the sale of residential units at Grand Harbor and Oak Harbor
may fluctuate significantly depending upon the type of product sold. Changes in 
the mix of product types sold accounts for the decline in the gross margin      
between 2000 and 1999.                                                          

Club operations costs and expenses increased $209,547 between 1999 and 2000.    
This increase is chiefly due to the increase in club operations that was        
discussed earlier. Club operations for Grand Harbor are an amenity provided to  
Grand Harbor residences in order to promote real estate sales, while the Oak    
Harbor Club is in its initial stages of operations. Profitability of these      
operations can vary from period to period depending upon sales volume and       
operating costs, which are linked to factors such as the seasonal nature of     
their usage depending on the time of year, overall membership levels, and       
similar factors.                                                                

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Patient services costs and expenses remained relatively constant between 1999   
and 2000 which is attributable to stable patient levels.                        

Selling, general and administrative decreased $698,992 between 1999 and 2000    
due primarily to a decrease in marketing costs as well as a reduction of        
payroll related costs. Also contributing to the decline was the elimination of  
the costs of holding Ashburn which was sold during 1999. Certain incentive      
compensation decreased in 2000 as compared to 1999 and $600,000 in severance    
and relocation costs were recorded in 1999 that were not incurred in 2000.      

Total other expense decreased primarily due to a reduction of third party       
interest expense between 1999 and 2000. Interest expense declined due to a net  
reduction in external indebtedness that was attributable to the repayment of    
the Ashburn loan upon it's sale in September 1999 and sales of residential      
units at Grand Harbor and Oak Harbor. The increase in related party interest    
expense between 1999 and 2000 is due to the higher outstanding loan payable to  
related parties which is attributable to the capitalization of unpaid interest  
on these advances into the loan payable balance on December 31, 1999.           

The combination of the above changes resulted in a net loss of $2,085.858       
($0.33 per share) for the three months ended June 30, 2000, as compared to a    
net loss of $3,746,833 ($0.60 per share) for the three months ended June 30,    
1999.                                                                           

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET                   
RISKS                                                           

The Company is exposed to market risks associated with interest changes on the  
debt used to fund its construction, development, and operating activities. The  
Company's interest rate risk management objective is to limit the impact of     
interest rate changes on earnings and cash flow and to lower overall borrowing  
costs. The Company uses a mixture of fixed rate debt, interest rate swap        
agreements, and offsetting financial instruments such as annuity contracts to   
mitigate this risk. The Company does not enter into other derivative financial  
instruments for speculative purposes.                                           

The Company's interest rate risk is monitored by management. The table below    
presents the principal amounts, weighted-average interest rates and fair values 
required to evaluate the expected cash flows of the Company under debt and      
related agreements and its sensitivity to interest rate changes at June 30,     
2000.                                                                           

                                                        [Enlarge/Download Table]

                                                                          There           Fair 
      (000,000's omitted)         2000     2001    2002   2003     2004   -after   Total  Value
---------------------------------------------------------------------------------------------- 
                                                                                               
Fixed rate debt                       0.2     0.3    0.4      0.4    0.5    2.6    4.4    4.4  
Average interest rate                6.3%    6.3%   6.3%     6.3%   6.3%   6.3%                

Variable rate LIBOR debt              0.1     0.2    0.2     33.4    0.0    0.0   33.9   33.9  
Average interest rate                9.2%    9.2%   9.2%     9.2%   0.0%   0.0%                

Variable rate prime debt              1.6     3.7    0.0     58.3    0.0    0.0   63.6   63.6  
Average interest rate               11.3%   11.4%  11.5%    11.5%   0.0%   0.0%                

Variable rate bank cost of funds      1.6     2.6    1.8      0.0    0.0    0.0    6.0    6.0  
debt                                                                                           
Average interest rate                9.1%    9.1%   9.1%     0.0%   0.0%   0.0%                


The table incorporates those exposures that exist as of June 30, 2000, and does 
not consider those exposures or positions which could arise after that date. As 
a result the Company's cost of funds with respect to interest rate fluctuations 
will depend on the exposures that arise after June 30, 2000, the Company's      
hedging strategy during that period and interest rates.                         

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 PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS                                                       

Podboy                                                                          

In April, 2000, Edward F. Podboy, Jr., the Company's former Chief Executive     
Officer, filed a lawsuit in the United States District Court for the Eastern    
District of Virginia against the Company. Mr. Podboy is seeking in excess of    
approximately $1 million in damages against the Company for breach of contract  
involving amounts that Mr. Podboy claims are due to him in connection with      
serving as the Company's Chief Executive Officer. The Company believes that Mr. 
Podboy's claims are without merit and intends to vigorously defend the lawsuit. 

General Legal Matters                                                           

The Company is subject to various lawsuits arising in the ordinary course of    
business. The Company is of the opinion that the outcome of any such lawsuits   
will not have a material adverse effect on its operations.                      

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                        

(a)    EXHIBITS:                                                

                                                        [Enlarge/Download Table]


EXHIBIT NO.                                                                                 
----------                                                                                  
                                                                                            
3.1     Amended and Restated Certificate of Incorporation of the Registrant.(1)             
3.2     Bylaws of Registrant, as amended and restated as of July 1, 1996.(2)                

10.1    Edward F. Podboy's Employment Contract dated March 31, 1998(3)                      

10.2    Credit Agreements, Notes and Warrants between Registrant and Morgens                
        Waterfall, Vintiadis & Co, Inc.(4)                                                  

10.3    Loan Modification Agreement, dated as May 20, 1996, by and between Registrant       
        and RGI Holdings, Inc. (SoGen Loan) (5)                                             

10.4    Loan Modification Agreement, dated as of May 21, 1996, by and between               
        Registrant and RGI   Holdings, Inc. (Morgens Loan) (5                               

10.5    Registration Rights Agreement, dated as of May 21,1996, by and between              
        Registrant and RGI Holdings,Inc. (5)                                                

10.6    Second Stipulation and Agreement of Settlement, signed September 17, 1997, In Re:   
        Banyan Mortgage Investment Fund Shareholders Litigation.(6)                         

27.1    Financial Data Schedule                                                             

99.1    Form of Director Stock Option Agreements dated July 1, 1993, July                   
        24,1994 and July 7, 1995.(7)                                                        

99.2    Form of Executive Stock Option Agreements dated July 1, 1993, January 12, 1994 and  
        February 8, 1995.(7)                                                                
------------------------------------------------------------------------------------------- 

(1)     Incorporated by reference to the Registrant's Report on Form 10-K for the year ended
        December 31, 1996.                                                                  
(2)     Incorporated by reference to the Registrant's Report on Form 10-Q for the quarter   
        ended June 30, 1996.                                                                
(3)     Incorporated by reference to the Registrant's Report on Form 10-K for the year ended
        December 31, 1997.                                                                  
(4)     Incorporated by reference to Exhibits 10(a) through 10(n) to the Registrant's Report
        on Form 10-k for the year ended December 31, 1994.                                  
(5)     Incorporated by reference to the Registrant's Report on Form 8-K dated May 20, 1996.
(6)     Incorporated by reference to the Registrant's Report on Form 10-K for the quarter   
        ended September 30, 1997.                                                           
(7)     Incorporated by reference to the Registrant's Report on Form 10-K for the year ended
        December 31, 1995.                                                                  


(b)     Reports on Form 8-K:                                    

     There were no reports on Form 8-K filed during the quarter ended June
30, 2000:                                                                       

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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 thereunto duly authorized.                                          

Date:  August 14, 2000                    LEGEND PROPERTIES. INC                

                         By: /s/ Peter J. Henn
                         ---------------------
                 Peter J. Henn
                                         President and Chief Executive Officer

                            By: /s/ Robert B. Cavoto
                            ------------------------
                    Robert B. Cavoto
                           Chief Financial Officer

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	12/31/01	8	11
	12/31/00	8	11
Filed on:	8/14/00	21
	7/31/00	10
For Period End:	6/30/00	1	20
	1/6/00	10		8-K
	12/31/99	2	17	10-K, NT 10-K
	10/15/99	10		8-K
	6/30/99	2	17	10-Q, NT 10-Q
	12/31/98	13		10-K, NT 10-K
	3/31/98	20		10-K, 10-Q
	12/31/97	20		10-K, ARS
	9/30/97	20		10-Q
	9/17/97	20
	12/31/96	8	20	10-K, 10-K/A, 8-K, 8-K/A, NT 10-K
	7/1/96	20
	6/30/96	20		10-Q
	5/21/96	20
	5/20/96	20		10-Q, 8-K
	12/31/95	20		10-K405, 8-K, NT 10-K
	7/7/95	20
	2/8/95	20
	12/31/94	20		PRE 14A
	1/12/94	20
	7/1/93	20
				List all Filings

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Legend Properties Inc – ‘10-Q’ for 6/30/00

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Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Legend Properties, Inc. Form 10-QDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q
Filing Table of Contents

10-Q — Legend Properties, Inc. Form 10-Q
Document Table of Contents