-----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, GVd8NOvFVvjA2/gv8wrY+nJtyQO5puYU7sJTqi1QMpABr/pqD9t0VaaQYVrUE/Ck SlOddwD1r8nEkohRwQ99SA== 0000950134-02-004529.txt : 20020503 0000950134-02-004529.hdr.sgml : 20020503 ACCESSION NUMBER: 0000950134-02-004529 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020503 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILVERLEAF RESORTS INC CENTRAL INDEX KEY: 0001033032 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 752259890 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13003 FILM NUMBER: 02634071 BUSINESS ADDRESS: STREET 1: 1221 RIVERBEND DR STREET 2: SUITE 120 CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146311166 MAIL ADDRESS: STREET 1: 1221 RIVERBEND DR STREET 2: SUITE 120 CITY: DALLAS STATE: TX ZIP: 75247 8-K 1 d96553e8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 3, 2002 ----------- Silverleaf Resorts, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Texas - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-13003 75-2250990 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification Number) 1221 River Bend Drive, Suite 120, Dallas, Texas 75247 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 214-631-1166 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On May 3, 2002, the Company issued a press release announcing the completion of the exchange offer and the debt restructuring previously announced on March 15, 2002. A copy of the press release is filed as Exhibit 99.1 hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS (c) Exhibits: EXHIBIT INDEX Exhibit Description of Exhibits Number 99.1 Press release issued by Silverleaf Resorts, Inc. on May 3, 2002 (filed herewith) SIGNATURE 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 hereunto duly authorized. Dated: May 3, 2002 By: /s/ Robert E. Mead -------------------------------- Name: Robert E. Mead Title: Chairman and Chief Executive Officer Dated: May 3, 2002 By: /s/ Harry J. White, Jr. -------------------------------- Name: Harry J. White, Jr. Title: Chief Financial Officer EXHIBIT INDEX
Exhibit Number Description of Exhibits - ------ ----------------------- 99.1 Press release issued by Silverleaf Resorts, Inc. on May 3, 2002 (filed herewith)
EX-99.1 3 d96553ex99-1.txt PRESS RELEASE DATED MAY 03, 2002 EXHIBIT 99.1 SILVERLEAF RESORTS, INC. 1221 RIVER BEND DRIVE SUITE 120 DALLAS, TEXAS 75247 Contact: Harry J. White, Jr. Chief Financial Officer (214) 631-1166 SILVERLEAF RESORTS, INC. ANNOUNCES COMPLETION OF EXCHANGE OFFER AND DEBT RESTRUCTURING DALLAS, TEXAS. (May 3, 2002) - Silverleaf Resorts, Inc. today announced completion of the exchange offer commenced on March 15, 2002 regarding its 10 1/2% senior subordinated notes due 2008. A total of $56,934,000 in principal amount of the Company's 10 1/2% senior subordinated notes were exchanged for a combination of $28,467,000 in principal amount of the Company's new class of 6.0% senior subordinated notes due 2007 and 23,937,489 shares of the Company's common stock representing approximately 65% of the common stock outstanding after the exchange offer. Under the terms of the exchange offer, tendering holders will collectively receive cash payments of $1,335,544.61 on May 16, 2002, and a further payment of $334,455.11 on October 1, 2002. A total of $9,766,000 in principal amount of the Company's 10 1/2% notes were not tendered and remain outstanding. As a condition of the exchange offer, the Company has paid all past due interest to non-tendering holders of its 10 1/2% notes. Under the terms of the exchange offer, the acceleration of the maturity date on the 10 1/2% notes which occurred in May 2001 has been rescinded, and the original maturity date in 2008 for the 10 1/2% notes has been reinstated. Past due interest paid to nontendering holders of the 10 1/2% notes was $1,827,805.62. The indenture under which the 10 1/2% notes were issued was also consentually amended as a part of the exchange offer. The Company also announced that it has completed amendments to its credit facilities with its principal senior lenders as well as amendments to a $100 million conduit facility through one of its subsidiaries. Finalization of its exchange offer and the amendment of its principal credit facilities marks the completion of the Company's previously announced debt restructuring which was necessitated by severe liquidity problems first announced by the Company on February 27, 2001. As a part of the debt restructuring, the Company's noteholders and senior lenders waived all previously declared events of default. This release contains certain forward-looking statements that involve risks and uncertainties and actual results many differ materially from those anticipated. The Company is subject to specific risks associated with the timeshare industry, the regulatory environment, and various economic factors. Additionally, anticipated results are dependent upon the Company's ability to identify and acquire or develop other operations under terms that are beneficial to the Company and its shareholders. Other risk factors are more fully discussed under "Cautionary Statements" in the Company's SEC reports, including the Company's 1999 annual report on Form 10K (pages 29 through 35 thereof). -----END PRIVACY-ENHANCED MESSAGE-----