As filed with the Securities and Exchange Commission on August
24, 1999
Registration No. 333-13511
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4 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>
Proposed Proposed Amount
Title of Amount maximum maximum of
Securities being being offering price aggregate registration
registered registered per Interest offering price fee
Vacation Interests 150 Interests $18,500 (A)
Classes A-F, with Rental $60,000 (F) $,4,248,000 $1,288*
Rental Pool Pool
Arrangement Arrangement
</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 Statement Cover Page of Prospectus
and Outside Front Cover Page of
Prospectus
2.Inside Front and Outside Back Outside Back Cover of Prospectus
Cover Pages of Prospectus
3.Summary Information, Risk Factors Summary; Risk 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 and Management's Discussion and
Analysis of Financial Analysis Financial Condition
Condition and Results of and Results of Operations
Operations
11. General Information
as to Registrant The Company
12. Policy with Respect
to Certain Activities The Company
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 Certain Federal Income Tax
Registrant and its Security Considerations;
Holders Certain Florida Tax Matters
17. Market Price of and Dividends on Not applicable
the Registrant's Common Equity
and Related Stockholder Matters
18. Description of Registrant's
Securities The Interests
19. Legal Proceedings Legal Matters
20. Security Ownership of Certain
Beneficial Owners and Management Management
21. Directors and Executive Officers Management
22. Executive Compensation Management
23. Certain Relationships and Conflicts of Interest of
Related Transactions Management and
Affiliates
24. Selection, Management and Custody
of Registrant's Conflicts of
Interest of Management and
Investments Affiliates
25. Policies with Respect Conflicts of Interest of
to Certain Transactions Management and
Affiliates
26. Limitations of Liability The Interests
27. Financial Statements Financial Statements and
and Information Related Information
28. Interest of Named
Experts and Counsel Experts
29. Disclosure of Commission Liability and Indemnification
Position on of Officers
Indemnification for and Directors
Securities Act Liabilities
SUPPLEMENT #2
SUPPLEMENT DATED AUGUST 17, 1999
TO PROSPECTUS DATED OCTOBER 17, 1997.
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
This Supplement No. 2 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 two Charthouse Suites Vacation Interests, with Rental Pool
Arrangement (the "Interests") have been sold and the proceeds are
currently held in escrow.
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 or in the prospectus.
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.
Revenue from the Chart House Hotel, which the Company intends to
purchase, for the six month period ended June 30, 1999 is not
necessarily indicative of the results that may be expected for the year
ended December 31, 1999 because of the seasonal nature of the hotel
operations.
DERIVED AVERAGE UNIT WEEK RENTAL REVENUE
<TABLE>
<S> <C> <C> <C> <C> <C>
For the Six Months
Ended
June 30, 1999 For the Years Ended December 31
1998 1997 1996 1995
Rental Income
(Actual) $251,387 $410,252 $457,495 $465,244 $328,232
Pro Forma
Rental Pool
Fee (5%) (12,569) (20,513) (22,875) (23,262) (16,412)
Pro Forma Net
Rental Revenue
(95%) $238,818 $389,739 $434,620 $441,982 $311,820
Number of Unit
Weeks 26 52 52 52 52
Number of Hotel
Suites 25 25 25 25 25
Pro Forma Average
Unit Week Rental
Revenue $ 367 $ 300 $ 334 $ 340 $ 240
</TABLE>
RENTAL POOL
PRO FORMA STATEMENT OF RENTAL POOL REVENUES
(UNAUDITED)
<TABLE>
<S> <C> <C> <C> <C> <C>
For the
Six Months
Ended
June 30, 1999 For the Years Ended December 31
1998 1997 1996 1995
Rental Income
(Actual) $251,387 $410,252 $457,495 $465,244 $328,232
Less Property
Management Fee
(5.0%) (12,569) (20,513) (22,875) (23,262) (16,412)
Total
Revenues $238,818 $389,739 $434,620 $441,982 $311,820
</TABLE>
*Other income (i.e. interest income, vending income and telephone
income) is not included in the pro forma computation of rental pool
revenues because all such income generated shall not be included in the
rental pool. Other income shall be used to the expenses of the Chart
House Hotel, thereby reducing the amount of expense to be assessed in
the annual dues. The above example assumes that 100% of the Unit Weeks
are placed into the rental pool at all times 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>
Pro Forma
Off For the
Total Season Daily Six
Number Annual Nightly Gross Months
of Rental Walk- Potential Ended For the Years Ended
Rooms/ Days Per In Rental June 30, December 31,
Suites Class Rate Income 1999 1998 1997 1996 1995
Class A 6 2,190 $70 420 42,056 68,633 76,537 77,833 54,912
Class B 4 1,460 $75 300 30,040 49,024 54,669 55,595 39,223
Class C 6 2,190 $85 510 51,068 83,341 92,938 94,512 66,679
Class D 6 2,190 $120 720 72,096 117,657 131,206 133,428 94,134
Class E 2 730 $130 260 26,035 42,487 47,380 48,183 33,993
Class F 1 365 $175 175 17,523 28,597 31,890 32,431 22,880
25 9,125 $2,385 238,818 389,739 434,620 441,982 311,821
</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> <C>
Class Total Per Interest
For the Years Ended December 31, For the Years Ended December 31,
For For
the the
Six Six
Months Months
Ended 1998 1997 1996 1995 Ended
Number June (48 (48 (48 (48 June
of 30, Unit Unit Unit Unit 30,
Interests 1999 Weeks) Weeks) Weeks) Weeks) 1999 1998 1997 1996 1995
Class A 36 42,056 63,354 70,649 71,846 50,688 1,168 1,760 1,962 1,996 1,408
Class B 24 30,040 45,253 50,464 51,319 36,206 1,252 1,886 2,103 2,138 1,509
Class C 36 51,068 76,930 85,789 87,242 61,549 1,419 2,137 2,383 2,423 1,710
ClassD 36 72,096 108,606 121,114 123,164 86,893 2,003 3,017 3,364 3,421 2,414
Class E 12 26,035 39,219 43,735 44,476 31,378 2,170 3,268 3,645 3,706 2,615
Class F 6 17,523 26,397 29,437 29,936 21,120 2,921 4,400 4,906 4,989 3,520
150 238,818 359,759 401,188 407,983 287,834
</TABLE>
CERTAIN OCCUPANCY INFORMATION
The following unaudited information sets forth the financial results and
percentage occupancy for the six months ended June 30, 1999, and for the
years ended December 31, 1998, 1997, 1996 and 1995, respectively.
CHART HOUSE SUITES HOTEL
RESULTS BY CLASS OF INTERESTS
<TABLE>
<S> <C> <C> <C> <C> <C>
For the Six
Months Ended
June 30, For the Years Ended December 31,
Average Occupancy 1999 1998 1997 1996 1995
Class A 61% 67% 71% 77% 63%
Class B 58% 54% 63% 69% 58%
Class C 55% 64% 63% 69% 51%
Class D 53% 41% 38% 45% 38%
Class E 58% 59% 58% 61% 59%
Class F* 70% 76% 80% 91% 97%
All Units 58% 60% 66% 65% 54%
</TABLE>
The occupancy levels presented above have been adjusted to eliminate the
effect of the hotel studios and suites that were not available for rent
because they were deposited with the RCI Exchange Program.
Average Unit Week Rental Amount
(Collected)
<TABLE>
<S> <C> <C> <C> <C> <C>
Class A $284 $232 $258 $263 $185
Class B $304 $248 $277 $281 $198
Class C $345 $281 $314 $319 $225
Class D $486 $397 $443 $450 $318
Class E $527 $430 $480 $488 $344
Class F* $709 $579 $646 $656 $463
</TABLE>
*Primarily rented on a monthly basis in 1995 and 1996.
See the Form 10-KSB for year ended December 31, 1998 and the Form 10-QSB
for the period ended June 30, 1999, which are attached to the Supplement and
incorporated by reference hereby for additional information and the audited
financial statements.
PROPERTY MANAGEMENT FEE
Effective November 1, 1999, the Company anticipates amending its
Property Management Agreement with Decade Properties, Inc. to provide that
the monthly fee will be $2,500 a month (such fee to increase by CPI index
increase on the first of each year beginning January 1, 2000). Prior to the
amendment, the fee was $2,500 a month increased by the CPI index increase on
the first of each year beginning January 1, 1998.
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
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) 18,000
Legal Fees (estimate) 247,000
Accounting Fees (estimate) 75,000
Blue Sky Fees and Expense (estimate) 5,000
Marketing Expenses (estimate) 100,000
Miscellaneous (estimate) 6,562
Total 456,000
</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 August 16, 1999.
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
By /s/ Jeffrey L. Keierleber
Jeffrey L. Keierleber
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.
/s/ Jeffrey L. Keierleber
Jeffrey L. Keierleber
CHARTHOUSE SUITES VACATION OWNERSHIP, INC.
* * * * *
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-11
<TABLE>
<S> <C>
Exhibit
Number Description
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)**
10.17 Amended Property Management Agreement**
23.1 Consent of Quarles & Brady (included in Exhibits 5.1 and 8.1)**
23.2 Consent of Virchow, Krause & Company, LLP
</TABLE>
**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, February
17, 1998, and March 18, 1999, in Post-Effective Amendment No. 4 to the
Registration Statement (Form S-11 No. 333-13511) and related
prospectus of Charthouse Suites Vacation Ownership, Inc. for the
Registration of 150 vacation ownership interests.
VIRCHOW, KRAUSE & COMPANY, LLP
Waukesha, Wisconsin
August 16, 1999
