SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 27, 2000
GRAND COURT LIFESTYLES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-21249 22-3423087
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
2650 North Military Trail, Suite 350, Boca Raton, Florida 33431
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 997-0323
n/a
(Former name or address, if changed since last report)
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Item 5. Other Events
As previously reported: on March 20, 2000, Grand Court Lifestyles, Inc.
(the "Company") filed a petition for reorganization in the United States
Bankruptcy Court, District of New Jersey (the "Bankruptcy Court"), Case No.
00-32578 (NLW), under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code"); on June 27, 2000, at the request of the Equity Holders
Committee, the Official Committee of Unsecured Creditors (collectively, the
"Official Committees") and the U.S. Trustee, with the Company's consent, the
Bankruptcy Court ordered the appointment of an examiner pursuant to Section
1104(c)(2) of the Bankruptcy Code; on July 7, 2000, Brian T. Moore, CPA, of
Arthur Andersen LLP, was appointed as examiner (the "Examiner"); on November 10,
2000, by application (the "Application") to the Bankruptcy Court, the Company
requested, among other things, authorization, pursuant to Section 363 and other
sections of the Bankruptcy Code, to sell (A) substantially all of the Company's
interests in its portfolio of syndicated senior living communities (the "Senior
Living Assets") and (B) the rights relating to the management of such senior
living communities (the "Management Rights"), and to reduce the claims held by
limited partners against the Company (the "Claims Reduction"); in the
Application, the Company further requested that the Bankruptcy Court establish
sale and bidding procedures for the Senior Living Assets (the "Procedures"),
approve the form of solicitation to limited partners (the "Solicitation
Materials") and authorize the settlement of the controversy regarding the motion
of the Equity Holders Committee to terminate the Company's partnership and
management agreements; on November16, 2000, the Bankruptcy Court entered an
order which, among other things, approved the Procedures and Solicitation
Materials.
On December 27, 2000, the Bankruptcy Court entered an order (identified on
Exhibit 99.2) which, among other things, approved the sale of the Senior Living
Assets and the Management Rights (the "Proposed Sale") to GFB-AS Investors, LLC,
a Delaware limited liability company (the "Purchaser") whose members are Apollo
Real Estate Advisors IV, L.P., Fortress Investment Group LLC and Michael L.
Ashner, for $10,250,000, subject to the terms and conditions of the Asset
Purchase Agreement among the parties (identified on Exhibit 99.1). The Official
Committees and the Company determined that the price offered by the Purchaser
was the highest and best offer received at the auction of the Senior Living
Assets and Management Rights conducted on December 20, 2000 in accordance with
the Procedures. All documents filed with the Bankruptcy Court are available to
the public.
As the Proposed Sale is subject to satisfaction or waiver of certain
conditions precedent, such as obtaining consents and releases from secured
lenders and consents from limited partners, there is no assurance that the
Proposed Sale will be consummated.
This Report (including, but not limited to, Exhibits 99.1 and 99.2 hereto)
contains forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934. Important factors that could cause actual
results to differ materially from those in the forward-looking statements
include the decisions of the Bankruptcy Court, the Official Committees, the
Examiner and the Company's creditors, the Company's ability to successfully
reorganize, the possibility of liquidation if the Company cannot successfully
reorganize and competitive factors affecting the long-term care services
industry. For a discussion of other important factors, refer to the Company's
documents and reports that are available from the
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Securities and Exchange Commission, including the Company's Annual Report on
Form 10K for the fiscal year ended January 31, 1999 at Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations - Safe
Harbor for Forward-Looking Statements." Forward-looking statements are all
statements other than statements of historical fact, including, without
limitation, those that are identified by the use of the words "anticipates,"
"expects", "intends", "believes", and similar expressions. The Company's actual
results could differ materially from such forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
Item 7. Exhibits
99.1 Form of Asset Purchase Agreement by and among Grand Court Lifestyles,
Inc. and its affiliates, the Official Committee of Unsecured Creditors of Grand
Court Lifestyles, Inc., GFB-AS Investors, LLC and the Official Committee of the
Unsecured Equity Investors of Grand Court.
99.2 The Bankruptcy Court's December 27, 2000 Order Authorizing (I) Sale
of Substantially All of the Debtor's Interests in its Senior Living Portfolio;
(II) Reduction of Claims Held by Limited Partners against the Debtor; and (III)
Approval of Settlement of Controversy Regarding the Motion of the Official
Committee of Unsecured Equity Investors to Terminate the Debtor's Partnership
and Management Agreements.
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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.
GRAND COURT LIFESTYLES, INC.
By: /s/ John Luciani
JOHN LUCIANI,
Chairman of the Board and Chief Executive Officer
Dated: January 10, 2001
