As filed with the Securities and Exchange Commission on
December 14, 1998
Registration No. 333-13511
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-11
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
(Exact name of registrant as specified in governing instrument)
250 PATRICK BOULEVARD
BROOKFIELD, WISCONSIN 53045
(414) 792-9200
(Address of principal executive offices)
Jeffrey L. Keierleber
c/o Charthouse Suites Vacation Ownership, Inc.
250 Patrick Boulevard
Brookfield, Wisconsin 53045
(414) 792-9200
(Name and address of agent for service)
Copy to:
Conrad G. Goodkind, Esq.
Quarles & Brady
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 277-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Amount Proposed Proposed Amount of
Securities being maximum maximum registrat
being registere offering aggregate ion fee
registered d price per offering
Interest price
Vacation 150 $18,500 (A) $4,248,000 $1,288*
Interests Interests - $60,000
Classes A-F, , with (F)
with Rental Rental
Pool Pool
Arrangement Arrangeme
nt
</TABLE>
* Fee of $1,273 paid with the filing
of Form S-11 on October
7, 1996 and the balance of the
filing fee was paid on July
28, 1997.
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE
SECURITIES TO THE PUBLIC: As soon as practicable after this
Registration Statement becomes effective.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please 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 THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. IF THE
FILING FEE IS CALCULATED PURSUANT TO RULE 457(O) UNDER THE SECURITIES
ACT, ONLY THE TITLE OF THE CLASS OF SECURITIES TO BE REGISTERED, THE
PROPOSED MAXIMUM AGGREGATE OFFERING PRICE FOR THAT CLASS OF SECURITIES
AND THE AMOUNT OF REGISTRATION FEE NEED TO APPEAR IN THE CALCULATION OF
REGISTRATION FEE TABLE. ANY DIFFERENCE BETWEEN THE DOLLAR AMOUNT OF
SECURITIES REGISTERED FOR SUCH OFFERINGS AND THE DOLLAR AMOUNT OF
SECURITIES SOLD MAY BE CARRIED FORWARD ON A FUTURE REGISTRATION STATEMENT
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT.
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
CROSS REFERENCE SHEET
Showing location in Prospectus of information required to be
included in Prospectus in response to items of Form S-11.
ITEM NUMBER AND CAPTION HEADING IN PROSPECTUS
1. Forepart of Registration Cover Page of Prospectus
Statement and Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Outside Back Cover of Prospectus
Back Cover Pages of
Prospectus
3. Summary Information, Risk Summary; Risk Factors
Factors and Ratio of Earnings
to Fixed Charges
4. Determination of Offering Price Determination of Offering Price
5. Dilution Not Applicable
6. Selling Security Holders Not Applicable
7. Plan of Distribution Plan of Distribution
8. Use of Proceeds Use of Proceeds
9. Selected Financial Data Management's Discussion and
Analysis of Financial Condition
and Results of Operation
10. Management's Discussion Management's Discussion and
and Analysis of Financial Condition Analysis of Financial
and Results of Operations Condition and Results of
Operations
11. General Information as The Company
to Registrant
12. Policy with Respect to The Company
Certain Activities
13. Investment Policies of Registrant The Company
14. Description of Real Estate Description of The Chart House
Suites Hotel
15. Operating Data Chart House Results
16. Tax Treatment of Registrant Certain Federal Income Tax
and its Security Considerations; Certain Florida
Holders Tax Matters
17. Market Price of and Dividends Not Applicable
on the Registrant's Common
Equity and Related Stockholder
Matters
18. Description of Registrant's The Interests
Securities
19. Legal Proceedings Legal Matters
20. Security Ownership of Certain Management
Beneficial Owners and Management
21. Directors and Executive Officers Management
22. Executive Compensation Management
23. Certain Relationships and Related Conflicts of Interest of
Transactions Management and Affiliates
24. Selection, Management and Custody Conflicts of Interest of
of Registrant's Investments Management and Affiliates
25. Policies with Respect to Conflicts of Interest of
Certain Transactions Management and Affiliates
26. Limitations of Liability The Interests
27. Financial Statements and Financial Statements and Related
Information Information
28. Interest of Named Experts and Experts
Counsel
29. Disclosure of Commission Position Liability and Indemnification
on Indemnification for of Officers and Directors
Securities Act Liabilities
SUPPLEMENT #1
SUPPLEMENT DATED DECEMBER 14, 1998
TO PROSPECTUS DATED OCTOBER 17, 1997.
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
This Supplement should be read in conjunction with the Prospectus
dated October 17, 1997, and where the Supplement and the Prospectus
conflict, this Supplement (as amended by any later supplements) shall
control. Capitalized, but undefined, terms have the meaning set forth in
the Prospectus.
STATUS OF OFFERING
To date no Charthouse Suites Vacation Interests, with Rental Pool
Arrangement (the "Interests") have been sold.
GUARANTEED RENTAL ARRANGEMENT OR CASH DISCOUNT PROGRAM
As an incentive to early purchasers of the Interests, Holders may
elect to receive guaranteed rental payments, at varying rates for each
Class of Interest, for their Unit Weeks for a specified number of weeks.
Under this guaranteed rental arrangement, Holders who purchase prior to
April 1, 1999 may designate six Unit Weeks and receive a guaranteed
rental rate for the Unit Week. Holders purchasing between April 1, 1999
and June 30, 1999 may designate four Unit Weeks and receive a guaranteed
rental rate. Holders purchasing between July 1, 1999 and September 30,
1999 may designate two Unit Weeks. Holders purchasing after September 30,
1999 are not eligible to participate in this guaranteed rental
arrangement. The guaranteed rental rate paid under this arrangement is
a walk-in, nightly off-season rate that has been arbitrarily selected by
the Company and is set forth at page 39 of the Prospectus. See
"Guaranteed Rental Agreement" for a description of the arrangement, the
guaranteed rates and certain conditions. The guaranteed rental
arrangement must be exercised by October 17, 2002.
In lieu of the guaranteed rental arrangement, early Holders may
elect to receive a cash discount to the subscription price by
surrendering rights to the guaranteed rental arrangement. Holders
purchasing between April 1, 1999 and June 30, 1999 may elect to receive
a 3% discount from the purchase price of an Interest. Holders purchasing
between July 1, 1999 and September 30, 1999 may elect to receive a 1-1/2%
discount from the purchase price of an Interest. Holders purchasing
after September 30, 1999 may not participate in this cash discount
program. See "Guaranteed Rental Arrangement."
NO MINIMUM
There is no requirement that any minimum number of Interests be sold
in the offering. However, if fewer than 76 Interests are sold by October
1, 1999, the Company has the right to cancel the Interests upon the
repayment of the paid subscription amount to the Holders, less amounts
for certain payments or benefits received by the Holder. See "Plan of
Distribution" for a description. The 76 Interest minimum was arbitrarily
selected by the Company. If the Interests are canceled, a written notice
on or before November 30, 1999, will be sent to all Holders. With that
notice, Holders will receive the net amount of any refund and an
accounting of that calculation as to benefits. The sole shareholder of
the Company, Jeffrey Keierleber, has agreed to invest additional funds in
the Company if it is necessary in order to repay any such amounts.
Affiliates of the Company may purchase Interests without limitation as to
amount. See "Plan of Distribution."
HOTEL
Upon purchase of the Chart House Hotel, the Company will own both
the hotel (described on pages 17-18 of the prospectus) and the attached
marina. The marina will not be part of the rental pool and its results
are not described below.
On June 30, 1997, the Company entered into an agreement to acquire
the Hotel and marina from Decade Properties, Inc. for approximately
$1.8 million. The purchase is contingent upon the offering achieving
the sale of the 76 interests. Decade Properties, Inc. will provide
financing for the whole purchase price of approximately $1.8 million
through an unsecured demand note payable with interest only payable
monthly at 8% and the anticipated net proceeds raised in the offering
will be used by the Company to pay the note on the Hotel.
The following is updated performance results as if the Rental Pool
had been operating for the periods set forth below.
DERIVED AVERAGE UNIT WEEK RENTAL REVENUE
<TABLE>
<S> <C> <C> <C> <C>
For the Nine For the Years Ended December 31 1997
Months Ended 1996 1995
September 30,
1998
Rental Income (Actual) $348,554 $457,495 $465,244 $328,232
Pro Forma Rental Pool Fee (5%) (17,428) (22,875) (23,262) (16,412)
Pro Forma Net Rental Revenue $331,126 $434,620 $441,982 $311,820
(95%)
Number of Unit Weeks 39 52 52 52
Number of Hotel Suites 25 25 25 25
Pro Forma Average Unit Week $ 341 $ 334 $ 340 $ 240
Rental Revenue
</TABLE>
RENTAL POOL
PRO FORMA STATEMENT OF RENTAL POOL REVENUES
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C>
For the Nine Months For the Years Ended December 31,
Ended
September 30, 1998 1997 1996 1995
Rental Income $348,554 $457,495 $465,244 $328,232
Less Property Management Fee (5.0%) (17,428) (22,875) (23,262) (16,412)
Total Revenues $331,126 $434,620 $441,982 $311,820
</TABLE>
*Other income (i.e. interest income, vending income and telephone
income) is not included inthe pro forma computation of rental
pool revenues because all such income generated shall notbe included
in the rental pool. Other income shall be used to the expenses of
the ChartHouse Hotel, thereby reducing the amount of expense to be
assessed in the annual dues. Theabove example assumes that 100% of
the Unit Weeks are placed into the rental pool at alltimes and such
income will be distributed to Rental Pool participants under that
assumption.
ALLOCATION OF RENTAL POOL REVENUES ON AVERAGE AMONG
CLASSES OF INTERESTS
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C> <C> <C><C><C> <C> <C>
NUMBER OF For the Nine
ROOMS/ Months Ended
SUITES TOTAL September 30, 1998
ANNUAL
RENTAL OFF SEASON DAILY GROSS
DAYS PER NIGHTLY POTENTIAL
CLASS WALK-IN RENTAL
RATE INCOME For the Years Ended December 31, 1997
1996 1995
Class A 6 2,190 $70 $420 $ 58,312 $ 76,537 $ 77,833 $ 54,912
Class B 4 1,460 $75 $300 $ 41,651 $ 54,669 $ 55,595 $ 39,223
Class C 6 2,190 $85 $510 $ 70,807 $ 92,938 $ 94,512 $ 66,679
Class D 6 2,190 $120 $720 $ 99,962 $131,206 $133,428 $ 94,134
Class E 2 730 $130 $260 $ 36,098 $ 47,380 $ 48,183 $ 33,993
Class F 1 365 $175 $175 $ 24,296 $ $ 32,431 $ 22,880
31,890
25 9,125 $2,385 $331,126 $434,620 $441,982 $311,821
</TABLE>
PRO FORMA DISTRIBUTIONS PER INTEREST FOR EACH CLASS OF INTERESTS
(AVERAGE INCLUDING OTHER INCOME)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class Total Per Interest
For the Years Ended December 31,
Number of For the 1997 1996 1995 For the Nine 1997 1996 1995
Interests Nine Months (48 Unit (48 Unit (48 Unit Months Ended
Ended Weeks) Weeks) Weeks) September
September 30, 30, 1998
1998
Class A 36 $ 53,826 $ 70,649 $ 71,846 $ 50,688 $1,495 $1,962 $1,996 $1,408
Class B 24 $ 38,447 $ 50,464 $ 51,319 $ 36,206 $1,602 $2,103 $2,138 $1,509
Class C 36 $ 65,360 $ 85,789 $ 87,242 $ 61,549 $1,816 $2,383 $2,423 $1,710
Class D 36 $ 92,273 $121,111 $123,164 $ 86,893 $2,563 $3,364 $3,421 $2,414
Class E 12 $ 33,321 $ 43,735 $ 44,476 $ 31,378 $2,777 $3,645 $3,706 $2,615
Class F 6 $ 22,428 $ 29,437 $ 29,936 $ 21,120 $3,738 $4,906 $4,989 $3,520
150 $305,655 $401,188 $407,983 $287,834
</TABLE>
CERTAIN OCCUPANCY INFORMATION
The following unaudited information sets forth the financial
results and percentage occupancy for the nine months ended September
30, 1998, and for the years ended December 31, 1997, 1996 and 1995,
respectively.
CHART HOUSE SUITES HOTEL
RESULTS BY CLASS OF INTERESTS
<TABLE>
<S> <C> <C> <C> <C>
For the
Nine
Months Ended For the YearsEnded December 31,
September
30,
Average Occupancy 1998 1997 1996 1995
Class A 70% 71% 77% 63%
Class B 62% 63% 69% 58%
Class C 66% 63% 69% 51%
Class D 46% 38% 45% 38%
Class E 58% 58% 61% 59%
Class F* 92% 80% 91% 97%
All Units 72% 65% 65% 54%
Average Unit Week
Rental Amount
(Collected)
Class A $522 $476 $442 $397
Class B $567 $491 $474 $426
Class C $534 $508 $449 $396
Class D $795 $725 $672 $563
Class E $818 $797 $821 $709
Class F* $918 $891 $614 $574
</TABLE>
*Primarily rented on a monthly basis in 1995 and 1996.
See the Form 10-KSB for 1997 and the Form 10-QSB for the quarter
ended June 30, 1998, both of which are attached to the Supplement and
incorporated by reference hereby for additional information and the
audited financial statements.
PART II
ITEM 30. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTIONS
SET FORTH BELOW IS A CURRENT ESTIMATE OF THE APPROXIMATE AMOUNT OF
THE FEES AND EXPENSES (OTHER THAN SALES COMMISSIONS) PAYABLE BY
THE REGISTRANT IN CONNECTION WITH THE ISSUANCE AND DISTRIBUTION OF
THE INTERESTS:
<TABLE>
<S> <C>
TYPE OF FEE AMOUNT
_______________
REGISTRATION FEE $ 1,288
NASD FILING FEE 750
FLORIDA TIME SHARE FILING FEE 2,400
PRINTING (ESTIMATE) 15,000
LEGAL FEES (ESTIMATE) 180,000
ACCOUNTING FEES (ESTIMATE) 50,000
BLUE SKY FEES AND EXPENSE (ESTIMATE) 5,000
MARKETING EXPENSES (ESTIMATE) 100,000
MISCELLANEOUS (ESTIMATE) 6,562
TOTAL $361,000
</TABLE>
ITEM 31. SALES TO SPECIAL PARTIES
NONE.
ITEM 32. RECENT SALE OF UNREGISTERED SECURITIES
THE COMPANY HAS SOLD 100 SHARES OF STOCK TO JEFFREY KEIERLEBER, IN
APRIL, 1996, AS PART OF ITS ORGANIZATIONAL ACTIVITIES THAT WERE
EXEMPT FROM REGISTRATION, PURSUANT TO REGULATION D AND SECTION
4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED.
ITEM 33. INDEMNIFICATION OF DIRECTOR AND OFFICERS
THE COMPANY'S OFFICERS AND DIRECTOR ARE, AND WILL BE,
INDEMNIFIED TO THE FULLEST EXTENT PERMITTED UNDER FLORIDA LAW,
AGAINST CERTAIN LIABILITIES, PURSUANT TO THE ARTICLES AND BYLAWS
OF THE COMPANY AND CERTAIN INDEMNIFICATION AGREEMENTS TO BE
ENTERED INTO WITH THE COMPANY, AND THE ARTICLES AND BYLAWS REQUIRE
THE COMPANY TO INDEMNIFY THE DIRECTOR AND OFFICERS, AMONG OTHERS,
AGAINST CLAIMS AND LIABILITIES AND REASONABLE EXPENSES ACTUALLY
INCURRED BY THEM IN CONNECTION WITH ANY SUCH CLAIM OR LIABILITY BY
REASON OF THEIR SERVICES IN THOSE OR OTHER CAPACITIES, UNLESS IT
IS ESTABLISHED THAT THE ACT OR OMISSION OF THE DIRECTOR OR OFFICER
WAS MATERIAL TO THE MATTER GIVING RISE TO THE PROCEEDING AND WAS
COMMITTED IN BAD FAITH, OR WAS THE RESULT OF ACTIVE AND DELIBERATE
DISHONESTY, OR THE DIRECTOR OR OFFICER ACTUALLY RECEIVED AN
IMPROPER PERSONAL BENEFIT, OR IN THE CASE OF ANY CRIMINAL
PROCEEDING, THE DIRECTOR OR OFFICER HAD REASONABLE CAUSE TO
BELIEVE THAT THE ACT OR OMISSION WAS UNLAWFUL.
THE COMPANY WILL ENTER INTO INDEMNIFICATION AGREEMENTS WITH
EACH OF THE COMPANY'S OFFICERS AND THE DIRECTOR. THE
INDEMNIFICATION AGREEMENTS WILL REQUIRE, AMONG OTHER THINGS, THAT
CHARTHOUSE INDEMNIFY ITS DIRECTOR AND OFFICERS TO THE FULLEST
EXTENT PERMITTED BY LAW AND ADVANCE TO THE DIRECTOR AND OFFICERS
ALL RELATED EXPENSES, SUBJECT TO REIMBURSEMENT IF IT IS
SUBSEQUENTLY DETERMINED THAT INDEMNIFICATION IS NOT PERMITTED.
UNDER THESE AGREEMENTS, CHARTHOUSE ALSO MUST INDEMNIFY AND ADVANCE
ALL EXPENSES INCURRED BY THE OFFICERS AND THE DIRECTOR SEEKING TO
ENFORCE THEIR RIGHTS UNDER THE INDEMNIFICATION AGREEMENT AND COVER
THE OFFICERS AND THE DIRECTOR UNDER THE COMPANY'S LIABILITY
INSURANCE, IF ANY. ALTHOUGH THE FORM OF INDEMNIFICATION AGREEMENT
OFFERS SUBSTANTIALLY THE SAME SCOPE OF COVERAGE AFFORDED BY
PROVISIONS IN THE ARTICLES AND BYLAWS, IT PROVIDES GREATER
ASSURANCE TO THE DIRECTOR AND OFFICERS THAT INDEMNIFICATION WILL
BE AVAILABLE BECAUSE, AS A CONTRACT, IT CANNOT BE MODIFIED
UNILATERALLY IN THE FUTURE BY THE DIRECTOR OR TO ELIMINATE THE
RIGHTS IT PROVIDES.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), MAY BE
PERMITTED TO DIRECTORS OR OFFICERS OR PERSONS CONTROLLING THE
COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN
INFORMED THAT, IN THE OPINION OF THE SECURITIES AND EXCHANGE
COMMISSION (THE "COMMISSION"), SUCH INDEMNIFICATION IS AGAINST
PUBLIC POLICY AS EXPRESSED IN THE SECURITIES ACT AND IS THEREFORE
UNENFORCEABLE.
ITEM 34. TREATMENT OF PROCEEDS FROM INTERESTS BEING REGISTERED
NOT APPLICABLE.
ITEM 35. FINANCIAL STATEMENTS AND EXHIBITS
A. FINANCIAL STATEMENTS INCLUDED IN THE PROSPECTUS AND
INCORPORATED HEREIN BY REFERENCE TO SECTION TITLED "FINANCIAL
STATEMENTS AND RELATED INFORMATION."
B. EXHIBITS - SEE EXHIBIT INDEX ON PAGES FOLLOWING SIGNATURE
PAGE OF THIS REGISTRATION STATEMENT, WHICH INDEX IS
INCORPORATED HEREIN BY REFERENCE.
ITEM 36. UNDERTAKINGS
(A) THE COMPANY HEREBY UNDERTAKES:
(1) TO FILE, DURING ANY PERIOD IN WHICH OFFERS OR SALES ARE
BEING MADE, A POST-EFFECTIVE AMENDMENT TO THIS REGISTRATION
STATEMENT:
(I) TO INCLUDE ANY PROSPECTUS REQUIRED BY SECTION
10(A)(3) OF THE SECURITIES ACT OF 1933;
(II) TO REFLECT IN THE PROSPECTUS ANY FACTS OR EVENTS
ARISING AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT (OR THE MOST RECENT POST-EFFECTIVE AMENDMENT
THEREOF) WHICH, INDIVIDUALLY OR IN THE AGGREGATE, REPRESENT A
FUNDAMENTAL CHANGE IN THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENT;
(III) TO INCLUDE ANY MATERIAL INFORMATION WITH RESPECT
TO THE PLAN OF DISTRIBUTION NOT PREVIOUSLY DISCLOSED IN THE
REGISTRATION STATEMENT OR ANY MATERIAL CHANGE TO SUCH
INFORMATION IN THE REGISTRATION STATEMENT.
(2) THAT, FOR THE PURPOSE OF DETERMINING ANY LIABILITY UNDER
THE SECURITIES ACT, EACH SUCH POST-EFFECTIVE AMENDMENT SHALL BE
DEEMED TO BE A NEW REGISTRATION STATEMENT RELATING TO THE
SECURITIES OFFERED THEREIN, AND THE OFFERING OF SUCH SECURITIES AT
THAT TIME SHALL BE DEEMED TO BE THE INITIAL BONA FIDE OFFERING
THEREOF.
(3) THAT ALL POST-EFFECTIVE AMENDMENTS SHALL COMPLY WITH THE
APPLICABLE FORMS, RULES AND REGULATIONS OF THE COMMISSION IN
EFFECT AT THE TIME SUCH POST-EFFECTIVE AMENDMENTS ARE FILED.
(4) TO REMOVE FROM REGISTRATION BY MEANS OF A POST-EFFECTIVE
AMENDMENT ANY OF THE INTERESTS BEING REGISTERED WHICH REMAIN
UNSOLD AT THE TERMINATION OF THE OFFERING.
(B) THE COMPANY UNDERTAKES TO SEND TO EACH HOLDER AT LEAST ON AN
ANNUAL BASIS A DETAILED STATEMENT OF ANY TRANSACTIONS WITH THE COMPANY
AND ITS AFFILIATES, AND OF FEES, COMMISSIONS, COMPENSATION AND OTHER
BENEFITS PAID, OR ACCRUED TO THE COMPANY AND ITS AFFILIATES FOR THE
CALENDAR YEAR COMPLETED, SHOWING THE AMOUNT PAID OR ACCRUED TO EACH
RECIPIENT AND THE SERVICES PERFORMED.
(C) THE COMPANY UNDERTAKES TO PROVIDE TO THE HOLDERS THE
FINANCIAL STATEMENTS REQUIRED BY FORM 10-K FOR THE FIRST FULL FISCAL
YEAR OF OPERATIONS OF COMPANY AND TO SEND TO HOLDERS, WITHIN 45 DAYS
AFTER THE CLOSE OF EACH QUARTERLY FISCAL PERIOD, THE INFORMATION
SPECIFIED BY THE FORM 10-Q, IF SUCH REPORT IS REQUIRED TO BE FILED WITH
THE COMMISSION.
(D) THE COMPANY UNDERTAKES TO FILE A STICKER SUPPLEMENT PURSUANT
TO RULE 424(C) UNDER THE ACT DURING THE DISTRIBUTION PERIOD DESCRIBING
EACH PROPERTY NOT IDENTIFIED IN THE PROSPECTUS AT SUCH TIME AS THERE
ARISES A REASONABLE PROBABILITY THAT SUCH PROPERTY WILL BE ACQUIRED AND
TO CONSOLIDATE ALL SUCH STICKERS INTO A POST-EFFECTIVE AMENDMENT FILED
AT LEAST ONCE EVERY THREE MONTHS, WITH THE INFORMATION CONTAINED IN
SUCH AMENDMENT PROVIDED SIMULTANEOUSLY TO THE EXISTING HOLDERS. EACH
STICKER SUPPLEMENT SHOULD DISCLOSE ALL COMPENSATION AND FEES RECEIVED
BY THE COMPANY AND ITS AFFILIATES IN CONNECTION WITH ANY SUCH
ACQUISITION. THE POST-EFFECTIVE AMENDMENT SHALL INCLUDE AUDITED
FINANCIAL STATEMENTS MEETING THE REQUIREMENTS OF RULE 3-14 OF
REGULATION S-X ONLY FOR PROPERTIES ACQUIRED DURING THE DISTRIBUTION
PERIOD.
(E) THE COMPANY ALSO UNDERTAKES TO FILE, AFTER THE END OF THE
DISTRIBUTION PERIOD, A CURRENT REPORT ON FORM 8-K CONTAINING THE
FINANCIAL STATEMENTS AND ANY ADDITIONAL INFORMATION REQUIRED BY RULE 3-
14 OF REGULATION S-X, TO REFLECT EACH COMMITMENT (I.E., THE SIGNING OF
A BINDING PURCHASE AGREEMENT) MADE AFTER THE END OF THE DISTRIBUTION
PERIOD INVOLVING THE USE OF 10% OR MORE (ON A CUMULATIVE BASIS) OF THE
NET PROCEEDS OF THE OFFERING AND TO PROVIDE THE INFORMATION CONTAINED
IN SUCH REPORT TO THE HOLDERS AT LEAST ONCE EACH QUARTER AFTER THE
DISTRIBUTION PERIOD OF THE OFFERING HAS ENDED.
(F) INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT MAY BE PERMITTED TO THE COMPANY AND ITS AFFILIATES AND
CONTROLLING PERSONS OF COMPANY PURSUANT TO THE FOREGOING PROVISIONS, OR
OTHERWISE, COMPANY HAS BEEN ADVISED THAT IN THE OPINION OF THE
SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST
PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS, THEREFORE, UNENFORCEABLE.
IN THE EVEN THAT A CLAIM FOR INDEMNIFICATION AGAINST SUCH LIABILITIES
(OTHER THAN THE PAYMENT BY COMPANY OF EXPENSES INCURRED OR PAID BY A
COMPANY AND ITS AFFILIATES OR CONTROLLING PERSON OF THE COMPANY IN THE
SUCCESSFUL DEFENSE OF ANY ACTION, SUIT OR PROCEEDING) IS ASSERTED BY
SUCH COMPANY AND ITS AFFILIATE OR CONTROLLING PERSON IN CONNECTION WITH
THE SECURITIES BEING REGISTERED, COMPANY WILL, UNLESS IN THE OPINION OF
ITS COUNSEL THE MATTER HAS BEEN SETTLED BY CONTROLLING PRECEDENT,
SUBMIT TO A COURT OF APPROPRIATE JURISDICTION THE QUESTION WHETHER SUCH
INDEMNIFICATION BY IT IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE
SECURITIES ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH
ISSUE.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on an amendment to Form S-11
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, the City of
Brookfield, State of Wisconsin, on December 13, 1998.
CHARTHOUSE SUITES VACATION
OWNERSHIP, INC.
By
Michael G. Sweet, Secretary
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated above.
Michael G. Sweet, Secretary
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
* * * * *
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-11
<TABLE>
<S> <C>
Exhibit Description
Number
1.1 Form of Underwriting Agreement**
1.2 Form of Soliciting Dealer Agreement**
3.1 Specimen of Certificates for Interests (not applicable)
3.2 Charthouse Suites Vacation Ownership, Inc. Articles of
Incorporation**
3.3 Charthouse Suites Vacation Ownership, Inc. By-laws**
4.1 Subscription and Purchase Agreement (attached as an Annex
and filed herewith)
4.2 Form of License Plan (attached as an Annex and filed
herewith)
4.3 Rules and Regulations for Chart House Suites Hotel
(attached as an Annex)**
4.4 Time Share Public Offering Statement
5.1 Opinion re: Legality of Interests**
8.1 Tax Opinion**
10.1 Property Management Agreement**
10.2 Form of Non-Disturbance and Notice to Creditors
10.3 Form of Guaranteed Rental Arrangement Agreement**
10.4 RCI Agreement**
10.5 Schedule of Weeks (attached as an Annex)
10.6 Escrow Agreement between William Atkinson and Charthouse
Suites Vacation Ownership, Inc.**
10.7 Form of Non-Exclusive Easement**
10.8 Form of Private Letter Ruling Request**
10.9 Form of Revised IRS Private Letter Ruling Request, dated
July 16, 1997**
10.10 Real Estate Sales and Purchase Agreement**
10.11 Personal Property Purchase and Subscription Agreement**
10.12 Escrow Agreement**
10.13 Quit Claim Deed**
10.14 Form of Letter Withdrawing IRS Private Letter Ruling
Request, dated September 9, 1997**
10.15 Ernst & Young LLP letter dated October 3, 1997**
10.16 Artistic Renderings (attached as an Annex)**
23.1 Consent of Quarles & Brady (included in Exhibits 5.1 and
8.1)**
23.2 Consent of Virchow, Krause & Company, LLP
</TABLE>
*To be filed **Previously filed
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
and to the use of our reports dated September 8, 1997 (except for Note
7 as to which the date is October 15, 1997), January 9, 1997, and
February 17, 1998, in Post-Effective Amendment No. 3 to the
Registration Statement (Form S-11 No. 333-13511) and related
prospectus of Charthouse Suites Vacation Ownership, Inc. for the
Registration of 150 ownership interests.
VIRCHOW, KRAUSE & COMPANY, LLP
Waukesha, Wisconsin
December 14, 1998
