-----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, Fj7hnxR0Iq9rFke+InyVBll+HOONtjmb1u44i43PCBPkpAqGIyWxZgVlfOo6AAZD dnuxakPKU8qbqc7Z6fAVAA== 0000950134-04-006494.txt : 20040504 0000950134-04-006494.hdr.sgml : 20040504 20040504060248 ACCESSION NUMBER: 0000950134-04-006494 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040504 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040504 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: 04775169 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 d14728e8vk.txt FORM 8-K UNITED STATES 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: MAY 4, 2004 (DATE OF EARLIEST EVENT REPORTED): MAY 4, 2004 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) NOT APPLICABLE - -------------------------------------------------------------------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) INFORMATION TO BE INCLUDED IN REPORT ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS (a) Not applicable (b) Not applicable (c) The following are furnished as Exhibits to this Report:
Exhibit No. Description - ----------- ----------- 99.1 Press Release dated May 4, 2004 issued by the Registrant 99.2 Offer to Exchange dated May 4, 2004
ITEM 9. REGULATION FD DISCLOSURE On May 4, 2004, pursuant to the Offer to Exchange incorporated herein by reference as Exhibit 99.2, the Company commenced an offer to exchange all of its $28.467 million in outstanding 6% Senior Subordinated Notes due 2007 ("6% Notes") for 8% Senior Subordinated Notes due 2010. The exchange offer may not be consummated unless at least 80% in principal amount of the 6% Notes are tendered. This information, including Exhibit 99.2, is furnished pursuant to Item 9 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 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. SILVERLEAF RESORTS, INC. Dated: May 4, 2004 By: /s/ ROBERT E. MEAD -------------------------------------------- Name: Robert E. Mead Title: Chairman and Chief Executive Officer Dated: May 4, 2004 By: /s/ HARRY J. WHITE, JR. -------------------------------------------- Name: Harry J. White, Jr. Title: Chief Financial Officer EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 99.1 Press Release dated May 4, 2004 issued by the Registrant *99.2 Offer to Exchange dated May 4, 2004
- ---------- * Filed as Exhibit T3E.1 to the Company's Application for Qualification of Indenture Under the Trust Indenture Act of 1939 on Form T-3, filed on May 4, 2004 and incorporated herein by reference. EX-99.1 2 d14728exv99w1.txt PRESS RELEASE SILVERLEAF RESORTS, INC. 1221 RIVE BEND DRIVE, SUITE 120 DALLAS, TEXAS 75247 (214) 631-1166 Contact: Harry White, Jr. Chief Financial Officer (214) 631-1166 SILVERLEAF RESORTS, INC. ANNOUNCES EXCHANGE OFFER DALLAS, Texas. (May 4, 2004) - Silverleaf Resorts, Inc. today announced that it will immediately commence an exchange offer with the holders of its 6% Senior Subordinated Notes due 2007 (the "6% Notes"). The Company is seeking tenders of up to 100% of the $28.467 million of its 6% Notes currently outstanding. Under the terms of the exchange offer, holders of its 6% Notes will be offered newly issued 8% Senior Subordinated Notes due 2010 and payment of interest on the 6% Notes through the date of exchange. In order for the exchange offer to be consummated, at least 80% in principal amount of the 6% Notes must be tendered for exchange. The exchange offer will expire at 5:00 p.m., New York City Time on Wednesday, June 2, 2004, unless extended by the Company. Tenders of 6% Notes may be withdrawn at any time prior to the expiration date. Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns and operates 12 timeshare resorts in various stages of development. Silverleaf Resorts offer a wide array of country club-like amenities, such as golf, swimming, horseback riding, boating and many organized activities for children and adults. Silverleaf has an ownership base of over 110,000. This release contains certain forward-looking statements that involve risks and uncertainties and actual results may 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 2003 annual report on Form 10-K (pages 22 through 30 thereof). AW/300116 -----END PRIVACY-ENHANCED MESSAGE-----