<PAGE>
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-30285
PROSPECTUS SUPPLEMENT NO. 3
TO PROSPECTUS DATED OCTOBER 24, 1997
This Prospectus Supplement No. 3 amends and restates pages 47 and 48 of the
Prospectus dated October 24, 1997, as supplemented by the Prospectus
Supplement dated October 31, 1997 and as further supplemented by the
Prospectus Supplement No. 2 dated November 5, 1997. Except as set forth
herein, the contents of the Prospectus remain as set forth therein.
REGISTERING STOCKHOLDERS
All shares indicated below have been registered pursuant to certain
registration rights granted by the Company. An aggregate of 5,289,100 shares
of Common Stock remain to be offered by the Registering Stockholders from
time-to-time. The Company has been informed by certain Registering
Stockholders that an aggregate of 2,089,054 shares of Common Stock have been
sold in the Registered Offering prior to the date of this Prospectus
Supplement No. 3 and, as such, are no longer included herein and available for
sale hereunder. The following table sets forth, as of the date of this
Prospectus Supplement No. 3, the name of each Registering Stockholder, and for
each, the remaining number of shares of Common Stock which may be offered for
sale and the number of shares to be owned beneficially after the Registered
Offering (assumes all shares available for offer will be sold). Applicable
percentage ownership is based on 35,876,486 shares of Common Stock outstanding
as of the date of this Prospectus Supplement No. 3.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL
PRIOR TO THE OWNERSHIP AFTER THE
REGISTERED OFFERING REGISTERED OFFERING
----------------------- --------------------------
NAME AND ADDRESS OF NUMBER OF SHARES
REGISTERING STOCKHOLDER SHARES PERCENTAGE BEING REGISTERED SHARES PERCENTAGE
----------------------- --------- ---------- ---------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Canpartners
Incorporated(b)........ 741,517 2.0% 741,517 -- --
Beth Friedman(b)(c)... 129,282 * 129,282 -- --
Loretta Evensen(b).... 129,282 * 129,282 -- --
Mitchell R. Julis(b).. 129,282 * 129,282 -- --
--------- --- --------- ----------- --------
Total (as a group)... 1,129,363 3.1% 1,129,363 -- --
Robert T. Gow and Kay F.
Gow.................... 1,280,591 3.6% 1,280,591 -- --
Offsite International,
Inc. .................. 1,160,627 3.2% 1,160,627 -- --
Plantation Group
L.P.(l)................ 296,179 * 296,179 -- --
Bush Construction
Corporation............ 264,250 * 264,250 -- --
Peach Tree, Ltd. ....... 235,731 * 235,731 -- --
Sharp Investment Group,
L.P.(l)................ 148,686 * 148,686 -- --
Colonial Capital
L.P.(l)................ 148,686 * 148,686 -- --
EKC Corporation......... 80,301 * 80,301 -- --
First Capital Investment
Fund................... 65,238 * 65,238 -- --
Centaur Corp. .......... 62,912 * 62,912 -- --
KPI Realty, Inc. ....... 53,984 * 53,984 -- --
Old Town L.P.(l)........ 48,162 * 48,162 -- --
Dennis H. Vaughn(e)..... 38,490 * 38,490 -- --
James C. Anderson....... 35,940 * 35,940 -- --
Plantation Group,
L.L.C.(k).............. 34,819 * 34,819 -- --
James W. Geisz.......... 24,038 * 24,038 -- --
Genevieve Giannoni(a)... 23,970(d) * 4,500 19,470(d) *
Charles C. Frey(a)...... 22,850(d) * 9,000 13,850(d) *
Michael C. Ross(f)...... 20,970 * 20,970 -- --
</TABLE>
The date of this Prospectus Supplement is November 19, 1997.
<PAGE>
<TABLE>
<CAPTION>
BENEFICIAL
OWNERSHIP PRIOR TO BENEFICIAL
THE OWNERSHIP AFTER THE
REGISTERED OFFERING REGISTERED OFFERING
-------------------------- --------------------------
NAME AND ADDRESS OF NUMBER OF SHARES
REGISTERING STOCKHOLDER SHARES PERCENTAGE BEING REGISTERED SHARES PERCENTAGE
----------------------- ----------- ----------- ---------------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Arai Development Co.,
Inc. .................. 20,435 * 20,435 -- --
Kumagai El Paseo, Inc. . 20,435 * 20,435 -- --
Martin A. Flannes....... 16,617 * 16,617 -- --
Susan K. Kenninger...... 13,490 * 13,490 -- --
Michael B. Reeves(g).... 12,594 * 12,594 -- --
Charles V. Thornton(h).. 10,260 * 10,260 -- --
Timothy D. Levin(a)..... 9,657(i) * 6,522 3,000(i) *
David M. Roberts........ 8,985 * 8,985 -- --
Ruth L. Kenninger....... 8,985 * 8,985 -- --
James A. Hamilton....... 6,965 * 6,965 -- --
John J. Digges(l)....... 6,615 * 6,615 -- --
Marc B. Sharp(l)........ 6,615 * 6,615 -- --
Michele Z. Ball(l)...... 6,615 * 6,615 -- --
Charles H. Reeves(j).... 1,500 * 1,500 -- --
</TABLE>
- --------
* Less than 1%
(a) Such person is a director and/or executive officer of the Company.
(b) Canpartners Incorporated ("Canyon") is the beneficial owner of 63,329
shares and is the sole general partner of CPI Securities L.P. (which holds
460,379 shares). Canpartners Investments II, L.P. (which holds 151,862
shares) and Canpartners Investments V, L.P. (which holds 65,948 shares).
Mr. Friedman (a director of the Company), Mitchell R. Julis and R.
Christian B. Evensen are the sole shareholders and directors of Canyon and
may be deemed to share beneficial ownership of the shares shown as owned by
Canyon and the indicated limited partnerships. Such persons disclaim
beneficial ownership of such shares. The 741,517 shares shown as
beneficially owned by Canyon do not include 147,282 shares owned by Mr.
Friedman's wife, 147,282 shares owned by Mr. Julis and 147,282 shares owned
by Mr. Evensen's wife, the beneficial ownership of which is disclaimed by
Canyon.
(c) Beth Friedman is the wife of Joshua S. Friedman, a director of the Company.
Loretta Evensen is the wife of R. Christian B. Evensen, a shareholder and
director of Canyon. Mitchell R. Julis is a shareholder and director of
Canyon.
(d) Includes presently exercisable options to purchase 13,850 shares of Common
Stock with respect to Mr. Frey and 19,470 shares of Common Stock with
respect to Ms. Giannoni.
(e) Includes 33,990 shares held by The Vaughn Family Trust, of which Mr. Vaughn
is a co-trustee and 4,500 shares held by the Dennis Vaughn Subtrust, of
which Mr. Vaughn is trustee.
(f) Includes 10,170 shares held by the Ross Revocable Trust, of which Mr. Ross
is a co-trustee and 10,800 shares held by the Latham & Watkins Pension Plan
FBO Michael C. Ross, of which Mr. Ross is beneficiary.
(g) Includes 9,000 shares held by The CCN&M Revocable Trust, of which Mr.
Reeves is co-trustee.
(h) Includes 2,340 shares held by the Paul, Hastings, Janofsky & Walker
Retirement Plan FBO Charles V. Thornton, of which Mr. Thornton is
beneficiary.
(i) Includes presently exercisable options to purchase 3,000 shares of Common
Stock.
(j) The shares indicated are held by a trust of which Mr. Reeves is co-trustee.
(k) Plantation Group L.L.C. distributed 441,039 shares to certain of its
members in October 1997 and 220,519 shares to such members in November
1997.
(l) The shares indicated were distributed to such person by Plantation Group
L.L.C. in October 1997 and November 1997.
2
