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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 31, 2000
SUNTERRA CORPORATION
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(Exact name of registrant as specified in its charter)
MARYLAND 000-21193 95-4582157
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1781 PARK CENTER DRIVE
ORLANDO, FLORIDA 32835
"WWW.SUNTERRA.COM"
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(Address of principal executive offices)
407-532-1000
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(Registrant's telephone number, including area code)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On May 31, 2000, Sunterra Corporation, a Maryland corporation (the
"Company"), and certain of its subsidiaries (collectively, the "Debtors") filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code. The petitions were filed in the United States Bankruptcy Court for the
District of Maryland (Baltimore) (the "Chapter 11 cases"). A list of Debtors is
attached hereto as Exhibit 99.1. The Chapter 11 cases have been consolidated and
will be jointly administered under Case No. 00-5-6931-55-JS.
On May 31, 2000, the Bankruptcy Court approved the various motions of the
Debtors for authority to, among other things, pay the pre-petition salaries,
wages and benefits of their employees, pay certain other pre-petition
indebtedness including homeowner association dues, pay the fees, costs, expenses
and disbursements of professionals retained by the Debtors or any statutory
committees subsequently appointed in the Chapter 11 cases, on a monthly, interim
basis, and pay prospective fees and expenses owed to the lender under the
debtor-in-possession financing facility described below. The Bankruptcy Court
also entered an order approving, on an interim basis, a $25 million
debtor-in-possession financing facility entered into with Ableco Finance LLC
(the "Lender"), an affiliate of Ceberus Capital Management LP and Gabriel
Capital Group. Subject to satisfactory completion of other conditions, including
further due diligence by the Lender and Bankruptcy Court approval, the Lender
has agreed to expand the facility to $53 million.
No trustee, examiner with extended powers, receiver, fiscal agent or
similar officer has been appointed with regard to the Debtors, which continue to
operate as debtors in possession under the Bankruptcy Code.
Related press releases issued on May 31, 2000 are attached hereto as
Exhibits 99.2 and 99.3 and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
(c) Exhibits
EXHIBIT NO. DESCRIPTION PAGE NO.
99.1 List of Debtors 4
99.2 Press release issued May 31, 2000. 5
99.3 Press release issued May 31, 2000 7
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SIGNATURES
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.
SUNTERRA CORPORATION
(Registrant)
Date June 2, 2000 By: /s/ RICHARD GOODMAN
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Richard Goodman
Executive Vice President and
Chief Financial Officer
