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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUNTERRA CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
86787D 1 0 9
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(CUSIP Number)
Andrew D. Hutton, Esq.
Vice President, General Counsel and Secretary
Sunterra Corporation
1875 South Grant Street, Suite 650
San Mateo, California 94402
(650) 312-7171
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 5, 1998
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(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 Rule 13d-1(b)(3) or (4), check the following box
[ ].
(continued on following page)
(Page 1 of 6 Pages)
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SCHEDULE 13D
CUSIP No. 86787D 1 0 9 PAGE 2 OF 6
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1 NAME OF REPORTING PERSON
ANDREW J. GESSOW
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
3,556,306 SHARES
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,556,306 SHARES
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,556,306 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
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14 TYPE OF REPORTING PERSON*
IN
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PAGE 3 OF 6
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, par value $.01
per share (the "Common Stock"), of Sunterra Corporation, a Maryland corporation,
formerly known as Signature Resorts, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 1875 South Grant Street, Suite
650, San Mateo, California 94402.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Andrew J. Gessow, an
individual ("Mr. Gessow").
(b) - (c) Mr. Gessow's principal occupation is that of Chief
Executive Officer of Sunterra Corporation. His business address is 1875 South
Grant Street, Suite 650, San Mateo, California 94402.
(d) - (e) During the last five years, Mr. Gessow has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and was not 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) Mr. Gessow is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Gessow acquired the 25,000 shares of Common Stock to which
this report relates for an aggregate consideration of $387,415 (excluding
brokerage commissions). Mr. Gessow has sole voting and dispositive power over
such shares. The source of such consideration was Mr. Gessow's personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Gessow acquired the shares of Common Stock reported herein
for investment purposes only. Depending upon general market and economic
conditions affecting the Issuer and Mr. Gessow's view of the prospects for the
Issuer and other relevant factors, Mr. Gessow may, from time to time, in open
market transactions or in private transactions or otherwise, purchase additional
shares of Common Stock or dispose of all or a portion of the Common Stock he
currently owns.
Except as set forth herein, Mr. Gessow has no present plans or
proposals which relate to or would result in any of the events described in
Items 4(a) - (j) of Schedule 13D. However, nothing contained herein shall
prohibit Mr. Gessow from developing and implementing any such plans or proposals
in the future.
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PAGE 4 OF 6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, Mr. Gessow beneficially owns 3,556,306
shares of Common Stock. According to the Issuer's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1998, on May 1, 1998, there were
35,884,679 shares of Common Stock outstanding. Based upon that number, Mr.
Gessow beneficially owns approximately 9.9% of the Issuer's outstanding Common
Stock.
(b) Mr. Gessow has the sole power to vote or to direct the vote,
and to dispose or to direct the disposition of, 3,556,306 shares of Common
Stock. Mr. Gessow does not share the power to vote or to direct the vote, and to
dispose or direct the disposition of, the 3,556,306 shares of Common Stock with
any other individual or entity.
(c) See Schedule I hereto.
(d) No other person, other than Mr. Gessow, has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock owned by Mr. Gessow.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
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PAGE 5 OF 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: July 29, 1998
/s/ Andrew J. Gessow
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Andrew J. Gessow
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PAGE 6 OF 6
SCHEDULE I
TRANSACTIONS EFFECTED BY MR. GESSOW
DURING THE PAST 60 DAYS
<TABLE>
<CAPTION>
Date No. of Shares Price per Share
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<S> <C> <C>
6/5/98 10,000 $14.79
6/8/98 2,500 $15.75
6/8/98 2,500 $15.68
6/8/98 2,500 $15.81
6/8/98 2,500 $16.25
6/9/98 2,000 $15.87
6/9/98 1,000 $15.81
6/9/98 2,000 $16.62
</TABLE>
