X0101 4 2003-07-03 0000099249 REGENCY AFFILIATES INC RAFI.OB 0001200821 ROYALTY HOLDINGS LLC 0 0 1 0 0001247483 ROYALTY MANAGEMENT INC 0 0 1 0 0001200822 LEVY LAURENCE S 1 1 1 0 Mr. Levy is President and CEO Common Stock 2003-07-03 4 C 0 1037738 2.00 A 1823738 D 5% Convertible Promissory Note 2.00 2003-07-03 4 C 0 2004098 0 D 2002-10-16 2012-10-16 Common Stock 1037738 0 D This statement is filed by Royalty Holdings LLC ("Holdings"), Royalty Management, Inc. ("Management") and Laurence S. Levy. On July 3, 2003, Holdings converted the full $2,004,098 principal amount (and $71,378 accrued interest thereon) of its 5% Convertible Note of the Issuer into 1,037,738 shares of the Company's Common Stock at an exercise price of $2.00 per share, in accordance with the terms of the Note. Mr. Levy disclaims beneficial ownership of such securities for purposes of Section 16 of the Act to the extent in excess of his pecuniary interest therein. Management does not beneficially own any securities of the Issuer for purposes of Section 16 of the Act. Laurence S. Levy 2003-07-07