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Registration No.: 33-57126
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THOUSAND TRAILS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 709 75-2138671
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) entification No.)
2711 LBJ Freeway, Suite 200
Dallas, Texas 75234
(972) 243-2228
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
WALTER B. JACCARD, ESQ.
Vice President, General Counsel and Secretary
Thousand Trails, Inc.
2711 LBJ Freeway, Suite 200
Dallas, Texas 75234
(972) 243-2228
(Name, address including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
IRWIN F. SENTILLES, III, ESQ.
Gibson, Dunn & Crutcher LLP
1717 Main Street, Suite 5400
Dallas, Texas 75201
(214) 698-3100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
If the securities being registered on this Form are being offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check
the following box: [_]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11 (a)(1)
of this form, 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, 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 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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ADOPTION OF REGISTRATION STATEMENT
This Registration Statement relates to the adoption by Thousand Trails,
Inc., a Delaware corporation (the "Company"), of the Registration Statement on
Form S-2 (SEC File No. 33-57126) of USTrails Inc., formerly a Nevada corporation
("USTrails"), declared effective by the Securities and Exchange Commission (the
"Commission") August 2, 1993 (the "Registration Statement"). On November 20,
1996, USTrails was merged with and into the Company, then a subsidiary of
USTrails formed for such purpose, with the Company as the surviving entity. At
the effective time of the merger, each outstanding share of Common Stock of
USTrails was converted into one share of Common Stock of the Company, and each
outstanding warrant to purchase Common Stock of USTrails was converted into a
warrant to purchase Common Stock of the Company. The Company hereby adopts the
Registration Statement as its own registration statement for all purposes of the
Securities Act of 1933 and the Securities Exchange Act of 1934.
WITHDRAWAL OF CERTAIN SHARES FROM REGISTRATION
The Company hereby withdraws 10,170 shares of Common Stock registered
pursuant to this Registration Statement, which shares are issuable upon the
exercise of warrants registered under this Registration Statement. The Company
is withdrawing such shares because they have been registered under the Company's
Form S-1 Registration Statement (SEC File No. 333-22705) filed on March 4, 1997.
The Commission declared that Registration Statement effective on March 5, 1997.
As a result, the withdrawal is in the best interest of the public and the
Company's investors.
[SIGNATURES ON THE FOLLOWING PAGE]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Registrant, Thousand Trails, Inc., a Delaware corporation, has duly
caused this Post-Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on April 21, 1997.
THOUSAND TRAILS, INC.,
A DELAWARE CORPORATION
By: /s/ William J. Shaw
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Name: William J. Shaw
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint William J. Shaw and Walter B.
Jaccard, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including,
without limitation, post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and each of them, or his or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to Registration Statement has been
signed by the following persons in the capacities indicated on April 21, 1997.
Signature Title
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/s/ William J. Shaw Director, Chairman of the Board, President and
- --------------------------- Chief Executive Officer (principal executive
William J. Shaw officer)
/s/ Harry J. White, Jr. Vice President, Chief Financial Officer, Chief
- --------------------------- Accounting Officer and Treasurer (principal
Harry J. White, Jr. financial and accounting officer)
/s/ Andrew M. Boas Director
- ---------------------------
Andrew M. Boas
/s/ William P. Kovacs Director
- ---------------------------
William P. Kovacs
/s/ Donald R. Leopold Director
- ---------------------------
Donald R. Leopold
/s/ H. Sean Mathis Director
- -----------------------
H. Sean Mathis
/s/ Douglas K. Nelson Director
- -----------------------
Douglas K. Nelson
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