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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1997
REGISTRATION NO. 333-26861
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRENDWEST RESORTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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OREGON 6552 93-1004403
(State or other jurisdiction of (Primary standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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12301 N.E. 10TH PLACE, BELLEVUE, WASHINGTON 98005, (425) 990-2300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
GARY A. FLORENCE, VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
TRENDWEST RESORTS, INC.
12301 N.E. 10TH PLACE, BELLEVUE, WASHINGTON 98005, (425) 990-2300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
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DAVID R. WILSON PETER LILLEVAND
FOSTER PEPPER & SHEFELMAN PLLC ORRICK, HERRINGTON & SUTCLIFFE LLP
1111 THIRD AVENUE, SUITE 3400 OLD FEDERAL RESERVE BANK BUILDING
SEATTLE, WASHINGTON 98101 400 SANSOME STREET
(206) 442-8116 SAN FRANCISCO, CALIFORNIA 94111
(415) 392-1122
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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*1.1 Form of Underwriting Agreement among the Registrant, the Selling Stockholder
and the Underwriters.
#3.1 Form of Amended and Restated Articles of Incorporation of the Registrant,
dated , 1997.
#3.2 Form of Amended and Restated Bylaws of the Registrant, dated ,
1997.
*5.1 Opinion of Foster Pepper & Shefelman PLLC.
#10.1 Management Agreement (Fourth Amended) between the Registrant and WorldMark the
Club ("WorldMark"), dated September 30, 1994.
#10.2 Software Support and Maintenance Agreement between the Registrant and Sage
Systems, Inc. ("Sage"), dated , 1994.
#10.3 Service Agreement between the Registrant and Sage, dated January 1, 1996.
#10.4 Software Transfer Agreement between the Registrant, Sage and James McBride,
Sr., dated August, 1994.
#10.5 Escrow Agreement between the Registrant, Club Esprit (predecessor to
WorldMark) and Sage, dated as of October 25, 1990.
#10.6 Form of WorldMark Retail Installment Contract Vacation Owner Agreement.
#10.7 Indenture among the Registrant, TRI Funding Company I, L.L.C. and LaSalle
National Bank, dated as of March 1, 1996.
#10.8 Servicing Agreement among the Registrant, TRI Funding Company I, L.L.C., Sage
and LaSalle National Bank, dated as of March 1, 1996.
#10.9 Purchase and Sale Agreement among the Registrant, Trendwest Funding I, Inc.,
TWH Funding I, Inc. and TRI Funding Company I, L.L.C., dated March 1, 1996.
#10.10 Receivables Purchase Agreement among the Registrant, TW Holdings, Inc. and
Trendwest Funding I, Inc., dated March 1, 1996.
#10.11 Loan and Security Agreement between the Registrant and Greyhound Financial
Corporation, dated as of May 5, 1993.
#10.12 Receivables Purchase Agreement between Registrant and TW Holdings, Inc., dated
December 1, 1993.
#10.13 Receivables Purchase Agreement between Eagle Crest Partners, Ltd. and TW
Holdings, Inc., dated December 1, 1993.
#10.14 Receivables Transfer Agreement among TW Holdings, Inc., Seattle-First National
Bank and JELD-WEN, inc. ("Jeld-Wen"), dated as of December 1, 1993.
#10.15 Nonexclusive Limited Assignment among the Registrant, Eagle Crest Partners,
Ltd. and WorldMark, dated September 20, 1996.
#10.16 Nonexclusive Limited Assignment among the Registrant, Running Y, Inc. and
WorldMark dated September 20, 1996.
#10.17 Purchase Agreement among the Registrant, Eagle Crest Partnership, Ltd.,
Roderick C. Wendt and Richard L. Wendt, dated December 30, 1992.
#10.18 Purchase Agreement among the Registrant, Roderick C. Wendt and Richard L.
Wendt, dated April 1, 1993.
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#10.19 Purchase Agreement between the Registrant and Jeld-Wen Foundation, dated March
13, 1992.
#10.20 Purchase Agreement between the Registrant and Jeld-Wen, dated March 15, 1993.
#10.21 Purchase Agreement between the Registrant and Jeld-Wen, dated September 30,
1993.
#10.22 Purchase Agreement between the Registrant and Jewel W. Kintzinger, dated
October 12, 1993.
#10.23 Servicing Escrow Agreement between Jewel Kintzinger, the Registrant and Sage,
dated October 12, 1993.
#10.24 Articles of Incorporation of WorldMark, the Club, dated December 10, 1992.
#10.25 Bylaws of WorldMark, dated December 2, 1994.
#10.26 Form of Employment Agreement between William F. Peare and the Registrant.
#10.27 Form of Employment Agreement between Jeffery P. Sites and the Registrant.
#10.28 Trendwest Resorts, Inc. 1997 Employee Stock Option Plan.
#16.1 Letter re change in Certifying Accountant.
16.2 Letter re change in Certifying Accountant.
#21.1 List of all Subsidiaries of the Registrant.
*23.1 Consent of Foster Pepper & Shefelman PLLC.
#23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors.
#24.1 Power of Attorney from officers and directors (contained on signature page).
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*To be filed by amendment
#Previously filed
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Trendwest Resorts, Inc. has duly caused this Amendment No. 1 to its Registration
Statement (File No. 333-26861) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bellevue, State of Washington, on May
15, 1997.
TRENDWEST RESORTS, INC.
By: /s/ JEFFERY P. SITES
------------------------------------
Jeffery P. Sites
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
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/s/ WILLIAM F. PEARE* President, Chief Executive Officer May 15, 1997
- ------------------------------------------ and Director (Principal Executive
William F. Peare Officer)
/s/ JEFFERY P. SITES Executive Vice President, May 15, 1997
- ------------------------------------------ Chief Operating Officer and
Jeffery P. Sites Director
/s/ GARY A. FLORENCE* Vice President, Treasurer May 15, 1997
- ------------------------------------------ and Chief Financial Officer
Gary A. Florence (Principal Financial Officer)
/s/ JEROL E. ANDRES* Director May 15, 1997
- ------------------------------------------
Jerol E. Andres
/s/ DOUGLAS KINTZINGER* Director May 15, 1997
- ------------------------------------------
Douglas Kintzinger
/s/ RODERICK C. WENDT* Director May 15, 1997
- ------------------------------------------
Roderick C. Wendt
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* By Jeffery P. Sites as Attorney-in-Fact pursuant to power of attorney
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EXHIBIT INDEX
(a) Exhibits
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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*1.1 Form of Underwriting Agreement among the Registrant, the Selling
Stockholder and the Underwriters.....................................
#3.1 Form of Amended and Restated Articles of Incorporation of the
Registrant, dated , 1997.................................
#3.2 Form of Amended and Restated Bylaws of the Registrant, dated
, 1997...................................................
*5.1 Opinion of Foster Pepper & Shefelman PLLC............................
#10.1 Management Agreement (Fourth Amended) between the Registrant and
WorldMark the Club ("WorldMark"), dated September 30, 1994...........
#10.2 Software Support and Maintenance Agreement between the Registrant and
Sage Systems, Inc. ("Sage"), dated , 1994..................
#10.3 Service Agreement between the Registrant and Sage, dated January 1,
1996.................................................................
#10.4 Software Transfer Agreement between the Registrant, Sage and James
McBride, Sr., dated August, 1994.....................................
#10.5 Escrow Agreement between the Registrant, Club Esprit (predecessor to
WorldMark) and Sage, dated as of October 25, 1990....................
#10.6 Form of WorldMark Retail Installment Contract Vacation Owner
Agreement............................................................
#10.7 Indenture among the Registrant, TRI Funding Company I, L.L.C. and
LaSalle National Bank, dated as of March 1, 1996.....................
#10.8 Servicing Agreement among the Registrant, TRI Funding Company I,
L.L.C., Sage and LaSalle National Bank, dated as of March 1, 1996....
#10.9 Purchase and Sale Agreement among the Registrant, Trendwest Funding
I, Inc., TWH Funding I, Inc. and TRI Funding Company I, L.L.C., dated
March 1, 1996........................................................
#10.10 Receivables Purchase Agreement among the Registrant, TW Holdings,
Inc. and Trendwest Funding I, Inc., dated March 1, 1996..............
#10.11 Loan and Security Agreement between the Registrant and Greyhound
Financial Corporation, dated as of May 5, 1993.......................
#10.12 Receivables Purchase Agreement between Registrant and TW Holdings,
Inc., dated December 1, 1993.........................................
#10.13 Receivables Purchase Agreement between Eagle Crest Partners, Ltd. and
TW Holdings, Inc., dated December 1, 1993............................
#10.14 Receivables Transfer Agreement among TW Holdings, Inc., Seattle-First
National Bank and JELD-WEN, inc. ("Jeld-Wen"), dated as of December
1, 1993..............................................................
#10.15 Nonexclusive Limited Assignment among the Registrant, Eagle Crest
Partners, Ltd. and WorldMark, dated September 20, 1996...............
#10.16 Nonexclusive Limited Assignment among the Registrant, Running Y, Inc.
and WorldMark dated September 20, 1996...............................
#10.17 Purchase Agreement among the Registrant, Eagle Crest Partnership,
Ltd., Roderick C. Wendt and Richard L. Wendt, dated December 30,
1992.................................................................
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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#10.18 Purchase Agreement among the Registrant, Roderick C. Wendt and
Richard L. Wendt, dated April 1, 1993................................
#10.19 Purchase Agreement between the Registrant and Jeld-Wen Foundation,
dated March 13, 1992.................................................
#10.20 Purchase Agreement between the Registrant and Jeld-Wen, dated March
15, 1993.............................................................
#10.21 Purchase Agreement between the Registrant and Jeld-Wen, dated
September 30, 1993...................................................
#10.22 Purchase Agreement between the Registrant and Jewel W. Kintzinger,
dated October 12, 1993...............................................
#10.23 Servicing Escrow Agreement between Jewel Kintzinger, the Registrant
and Sage, dated October 12, 1993.....................................
#10.24 Articles of Incorporation of WorldMark, the Club, dated December 10,
1992.................................................................
#10.25 Bylaws of WorldMark, dated December 2, 1994..........................
#10.26 Form of Employment Agreement between William F. Peare and the
Registrant...........................................................
#10.27 Form of Employment Agreement between Jeffery P. Sites and the
Registrant...........................................................
#10.28 Trendwest Resorts, Inc. 1997 Employee Stock Option Plan..............
#16.1 Letter re change in Certifying Accountant............................
16.2 Letter re change in Certifying Accountant............................
#21.1 List of all Subsidiaries of the Registrant...........................
*23.1 Consent of Foster Pepper & Shefelman PLLC............................
#23.2 Consent of KPMG Peat Marwick LLP, Independent Auditors...............
#24.1 Power of Attorney from officers and directors (contained on signature
page)................................................................
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* To be filed by amendment
# Previously filed
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EXHIBIT 16.2
[COOPERS & LYBRAND LETTERHEAD]
May 8, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Trendwest Resorts, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form S-1. We agree with the statement
concerning our Firm in such Form S-1.
Very truly yours,
/s/ COOPERS & LYBRAND L.L.P.
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Coopers & Lybrand L.L.P.
Enclosures
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC 20549
Mr. Gary Florence
Trendwest Resorts, Inc.
12301 N.E. 10th Place
Bellevue, WA 98005
