-----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, Er0IgPYuLNBao8Va89qbbg6mEruPrrlYyPbz5p2QZdzy8z7f1IPJlbWvaXxBIr2U hp7OK+2b0gwmO+ZcxGITWQ== 0000931217-02-000004.txt : 20020809 0000931217-02-000004.hdr.sgml : 20020809 20020809170005 ACCESSION NUMBER: 0000931217-02-000004 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020809 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNTERRA CORP CENTRAL INDEX KEY: 0001016577 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT) [6532] IRS NUMBER: 954582157 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47333 FILM NUMBER: 02725259 BUSINESS ADDRESS: STREET 1: 1781 PARK CENTER DR CITY: ORLANDO STATE: FL ZIP: 32835 BUSINESS PHONE: 6503127171 MAIL ADDRESS: STREET 1: 1781 PARK CENTER DR CITY: ORALNDO STATE: FL ZIP: 32835 FORMER COMPANY: FORMER CONFORMED NAME: KGK RESORTS INC DATE OF NAME CHANGE: 19960611 FORMER COMPANY: FORMER CONFORMED NAME: SIGNATURE RESORTS INC DATE OF NAME CHANGE: 19980722 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRACE BROTHERS LTD CENTRAL INDEX KEY: 0000931217 IRS NUMBER: 363417056 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: 8477331230 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 SC 13D 1 snrr3d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Sunterra Corporation (Name of Issuer) COMMON STOCK, par value $.01 (Title of Class of Securities) 828395103 (CUSIP Number) David J. Allen, Esquire 290 South County Farm Road, Third Floor Wheaton, Illinois 60187-4526 Telephone: (630) 588-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 29, 2002 (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 schedule because of Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 Schedule 13D CUSIP No. 86787D208 Page 2 of 8 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Grace Brothers, Ltd. 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of 0 Shares 8 Shared Voting Power Beneficially 5,152,439 shares Owned by Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 5,152,439 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,152,439 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 25.7% 14. Type of Reporting Person (See instructions) PN, BD 3 Schedule 13D CUSIP No. 86787D208 Page 3 of 8 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Bradford T. Whitmore 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check 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 66,416 Shares Beneficially 8 Shared Voting Power Owned by 5,152,439 Each Reporting 9 Sole Dispositive Power Person 66,416 With 10 Shared Dispositive Power 5,152,439 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,218,855 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 26.1% 14. Type of Reporting Person (See instructions) IN 4 Schedule 13D CUSIP No. 86787D208 Page 4 of 8 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Spurgeon Corporation 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Corporation 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 5,152,439 shares Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 5,152,439 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,152,439 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 25.7% 14. Type of Reporting Person (See instructions) CO 5 Page 5 of 8 Pages Item 1. Security and Issuer This Schedule 13D relates to the Common Stock, par value $.01 per share (the "Common Stock") issued by Sunterra Corporation, a Maryland corporation (the "Company"), whose principal executive offices are located at 1781 Park Center Drive, Orlando, Florida 32835. Item 2. Identity and Background (a) The statement is filed by Grace Brothers, Ltd., an Illinois limited partnership ("Grace"), Bradford T. Whitmore ("Whitmore") and Spurgeon Corporation ("Spurgeon") (the "Filers"). Whitmore and Spurgeon are the general partners of Grace. (b) The business address of Grace and Whitmore is 1560 Sherman Avenue, Suite 900, Evanston, Illinois 60201. The business address of Spurgeon is 290 South County Farm Road, Third Floor, Wheaton, Illinois 60187. (c) The principal business of Grace is to purchase, sell, invest, and trade in securities. Whitmore's principal occupation is that of being a general partner of Grace. The principal business of Spurgeon is that of being a general partner of Grace. The names, business addresses, and present principal occupation or employment of each director and executive officer of Spurgeon are set forth in Exhibit A hereto. (d) None of the persons referred to in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the persons referred to in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to , federal or state securities laws or finding any violation with respect to such laws. (f) Grace is a Illinois limited partnership and Spurgeon is an Illinois corporation. Whitmore is a citizen of the United States. 6 Page 6 of 8 Pages Item 3. Source and Amount of Funds The shares of Common Stock to which this Schedule 13D relates (the "Shares") were issued pursuant to the Company's 3rd Amended and Restated Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code approved by the United States Bankruptcy Court for the District of Maryland (Baltimore)on June 20, 2002 (the "Reorganization Plan"), pursuant to which the Filers' previous holdings of allowed pre-petition claims of the Company were exchanged for Common Stock. As a result of the Reorganization Plan, the Company will issue and have outstanding approximately 20,000,000 shares of Common Stock. Pursuant to the Plan, the Filers received 5,218,855 shares of Common Stock. Item 4. Purpose of Transaction. As described above, the Filers received the Shares as a result of the Reorganization Plan which became effective on July 30, 2002. The Filers may, depending on market conditions and other factors they deem material, purchase additional shares of Common Stock or dispose of all or a portion of the Shares that they now own or any shares of Common Stock they may hereafter acquire. Except as set forth herein, the Filers have no plans or proposals which relate to or would result in any of the actions set forth in subparagraphs (a) through (j) of this Item 4. Item 5. Interest in Securities of the Issuer (a) As of the date of this filing, Grace beneficially owns 5,152,439 shares of Common Stock, representing approximately 25.7% of the outstanding shares of Common Stock. As general partner of Grace, Spurgeon may be deemed the beneficial owner of 5,152,439 shares of Common Stock, or 25.7% of the outstanding shares of Common Stock, although they otherwise disclaim beneficial ownership. As general partner of Grace, Whitmore may be deemed the beneficial owner of 5,152,439 shares of Common Stock, and 66,416 shares of Common Stock as direct beneficial owner, or 26.1% of the outstanding shares of Common Stock. 7 Page 7 of 8 Pages (b) Grace: shared voting power (with Whitmore and Spurgeon) 5,152,439 Shares Whitmore: shared voting power (with Grace and Spurgeon) 5,152,439 Shares sole voting power 66,416 Spurgeon: shared voting power (with Grace and Whitmore) 5,152,439 Shares (c) The Shares were acquired pursuant to the Reorganization Plan. Except as described herein, the Filers have not effected any transactions in the Common Stock during the past 60 days. (d) No person other than the Filers is known to have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of the Shares. (e) N/A Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer As part of the Reorganization Plan, Grace was permitted to designate two nominees to the post-bankruptcy Board of Directors of the Company. Grace designated Whitmore and Charles Willes, and these individuals were elected to the Board of Directors effective July 29, 2002. There is no contract, arrangement, understanding or relationship between the Filers and the Company or any other stockholder regarding continued service by Whitmore or Mr. Willes on the Board of Directors. There is no contract, arrangement, understanding or relationship between the Filers and Mr. Willes regarding his service on the Company's Board of Directors or the Filer's ownership of the Shares. The Filers expressly disclaim any "group" status with Mr. Willes. The Company entered into a Registration Rights Agreement with Merrill Lynch and certain holders of new common stock, which provides that the Company shall file a shelf registration statement under the Securities Act of 1933, within 45 days of the filing of its Annual Report on Form 10-K for fiscal 2002, to register the resale of shares of new common stock by certain holders, including shares held by the Filers. Except as described herein, there are no contracts, arrangements, understandings or other relationships with respect to any securities of the Company. Item 7. Items to be Filed as Exhibits Exhibit A - Directors and Executive Officers of Spurgeon Corporation Exhibit B - Third Amended and Restated Joint Plan of Reorganization, dated May 9, 2002, of Sunterra Corporation and its debtor affiliates under Chapter 11 of the Bankruptcy Code (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (date of event: May 9, 2002)) Exhibit C - Registration Rights Agreement, dated as of July 29, 2002, by and among Sunterra Corporation, Merrill Lynch Capital Mortgage Capital Inc. and certain initial holders (incorporated by reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K (date of event: July 29, 2002). SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement with respect to it is true, complete and correct. Dated: August 8, 2002 Grace Brothers, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner 8 Page 8 of 8 Pages Exhibit A Director and Officers of Spurgeon Corporation Judith M. Van Kampen Box 770 101 Washington St. Grand Haven, MI 49417-0070 Director of Spurgeon. Trustee of Judith M. Van Kampen Trust which is Manager of Van Kampen Asset Management Company, LLC. Karla M. Van Kampen-Pierre Box 770 101 Washington St. Grand Haven, MI 49417-0070 Director of Spurgeon. Trustee of Judith M. Van Kampen Trust which is Manager of Van Kampen Asset Management Company, LLC. David Wisen Box 770 101 Washington St. Grand Haven, MI 49417-0070 Director and President of Spurgeon. President of Van Kampen Asset Management Company, LLC. David J. Allen 290 South County Farm Road Third Floor Wheaton, IL 60187 Vice President and Secretary of Spurgeon. Trustee of Judith M. Van Kampen Trust which is Manager of Van Kampen Asset Management Company, LLC. Senior Vice President and General counsel of Van Kampen Asset Management Company, LLC. Jerald A. Trannel 290 South County Farm Road Third Floor Wheaton, IL 60187 Vice President and Treasurer of Spurgeon. Controller of Grace Brothers, Ltd. and Senior Vice President and Treasurer of Van Kampen Asset Management Company, LLC. J. Timothy Onufrock 290 South County Farm Road Third Floor Wheaton, IL 60187 Assistant Secretary of Spurgeon. All are United States Citizens. The Business address of Van Kampen Asset Management Company, LLC is 290 South County Farm Road, Third Floor, Wheaton, IL 60187. The principal business of Van Kampen Asset Management Company, LLC is investment and asset management. -----END PRIVACY-ENHANCED MESSAGE-----