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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THOUSAND TRAILS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2138671
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2711 LBJ Freeway, Suite 200, Dallas, Texas 75234
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(Address of Principal Executive Offices) (Zip Code)
THOUSAND TRAILS, INC.
1993 DIRECTOR STOCK OPTION PLAN
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(Full Title of the Plan)
Walter B. Jaccard, Esq.
Vice President, General Counsel, and Secretary
Thousand Trails, Inc.
2711 LBJ Freeway, Suite 200
Dallas, Texas 75234
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(Name and Address of Agent for Service)
(972) 243-2228
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(Telephone number, including area code, of agent for service)
Notes:
1. If plan interests are being registered, include the following: In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan(s) described
herein.
2. Specific details relating to the fee calculation shall be furnished in
notes to the table, including references to provisions of Rule 457
((S)230.457 of this chapter) relied upon, if the basis of the calculation
is not otherwise evident from the information presented in the table.
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EXPLANATORY NOTE
This Registration Statement relates to the adoption by Thousand Trails,
Inc., a Delaware corporation (the "Company"), of the Registration Statement on
Form S-8 (SEC File No. 33-73752) of USTrails Inc., formerly a Nevada corporation
("USTrails"), filed with the Securities and Exchange Commission (the
"Commission") January 4, 1994 (the "Registration Statement"). On November 20,
1996, USTrails was merged with and into the Company, with the Company as the
surviving entity (the "Merger"). Shares of the Company's common stock, par value
$.01 per share (the "Common Stock"), were exchanged for the common stock, par
value $.01 per share, of USTrails (the "USTrails Common Stock"). At the
effective time of the Merger, each outstanding share of USTrails Common Stock
was converted into one share of Common Stock of the Company and each outstanding
option to purchase USTrails Common Stock was converted into an option to
purchase Common Stock of the Company. Pursuant to Rule 414 under the Securities
Act of 1933 (the "Act"), the Company hereby adopts the Registration Statement as
its own registration statement for all purposes of the Act and the Securities
Exchange Act of 1934.
[SIGNATURES ON THE FOLLOWING PAGE]
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on January 8, 1997.
THOUSAND TRAILS, INC.
By: /s/ William J. Shaw
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Name: William J. Shaw
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below, hereby severally and
individually constitute and appoint Walter B. Jaccard and Harry J. White, Jr.,
and each of them, the true and lawful attorneys and agents (with full power of
substitution and resubstitution in each case) of each of us to execute in the
name, place and stead of each of us (individually and in any capacity stated
below) any and all further amendments to this Registration Statement on Form S-8
and all instruments necessary or advisable in connection therewith and to file
the same with the Securities and Exchange Commission, each of said attorneys and
agents to have the power to act with or without the others and to have full
power and authority to do and perform in the name and on behalf of each of the
undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person, and we hereby ratify and confirm our signatures as
they may be signed by our said attorneys and agents or each of them to any and
all such amendments and instruments.
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
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/s/ William J. Shaw Director, Chairman of the January 8, 1997
- --------------------------- Board, President and Chief
WILLIAM J. SHAW Executive Officer
/s/ Harry J. White, Jr. Vice President, Chief Financial January 8, 1997
- --------------------------- Officer, Chief Accounting
HARRY J. WHITE, JR. Officer and Treasurer
/s/ Andrew M. Boas Director January 8, 1997
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ANDREW M. BOAS
/s/ William P. Kovacs Director January 8, 1997
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WILLIAM P. KOVACS
/s/ Donald R. Leopold Director January 8, 1997
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DONALD R. LEOPOLD
/s/ H. Sean Mathis Director January 8, 1997
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H. SEAN MATHIS
/s/ Douglas K. Nelson Director January 8, 1997
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DOUGLAS K. NELSON
