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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECEMBER 15, 1998
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(Date of earliest event reported)
THOUSAND TRAILS, INC.
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(Exact name of Registrant as Specified in Charter)
DELAWARE 0-197430 75-2138671
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(State or other jurisdiction of (Commission File Number) (I.R.S. employer
incorporation or organization) identification no.)
2711 LBJ FREEWAY, SUITE 200, DALLAS, TX 75234
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 243-2228
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ITEM 5. OTHER EVENTS
On December 15, 1998, Thousand Trails, Inc. (the "Company"), completed the
redemption of all $34.8 million principal amount of its 12% Senior Subordinated
Pay-In-Kind Notes Due 2003 ("PIK Notes"). The Company funded this redemption
with $12.5 million of its existing cash and $24.0 million of new borrowings
under its Credit Agreement with Foothill Capital Corporation.
Pursuant to the terms of the Indenture for the PIK Notes, the holders of
the PIK Notes received from the Company on December 15, 1998 the sum of $1,000,
plus accrued interest from July 15, 1998 to December 15, 1998 of $50.00 for each
$1,000 principal amount of PIK Notes, for a total price of $1,050.00 for each
$1,000 principal amount of PIK Notes (the "Redemption Price"). On December 15,
1998, interest ceased to accrue and the holders have no other rights as holders
other than the right to receive the Redemption Price, without further interest,
upon surrender of their certificates representing the PIK Notes.
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ITEM 7. EXHIBITS
The following document is filed as an exhibit to this report.
Exhibit
Number Description
99.1 Press Release dated December 16, 1998
[SIGNATURE ON THE NEXT PAGE]
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THOUSAND TRAILS, INC.
(Registrant)
Date: December 22, 1998 By: /s/ William J. Shaw
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William J. Shaw
President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated December 16, 1998
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FOR IMMEDIATE RELEASE
THOUSAND TRAILS, INC.
COMPLETES REDEMPTION OF PIK NOTES
Dallas, Texas, December 16, 1998 -- Thousand Trails, Inc. (AMEX:TRV), one
of the nation's largest owners and operators of membership-based campgrounds,
today announced that it has completed the redemption of all $34.8 million
principal amount of its 12% Senior Subordinated Pay-In-Kind Notes Due 2003 ("PIK
Notes"). The Company funded this redemption with $12.5 million of its existing
cash and $24.0 million of new borrowings under its Credit Agreement with
Foothill Capital Corporation.
Pursuant to the terms of the Indenture for the PIK Notes, the holders of
the PIK Notes received from the Company on December 15, 1998 the sum of $1,000,
plus accrued interest from July 15, 1998 to December 15, 1998 of $50.00 for each
$1,000 principal amount of PIK Notes, for a total price of $1,050.00 for each
$1,000 principal amount of PIK Notes (the "Redemption Price"). On December 15,
1998, interest ceased to accrue and the holders have no other rights as holders
other than the right to receive the Redemption Price, without further interest,
upon surrender of their certificates representing the PIK Notes.
"We anticipate that the redemption of the PIK Notes will lower our
interest costs in future periods," said Bill Shaw, President and CEO. "The
interest rate on the PIK Notes is 12%, compared with an expected average
interest rate of approximately 8% on the borrowings under the Credit Agreement,
based on today's prime rate of 7.75%."
Portions of this release may constitute "forward-looking statements" as
defined by federal law. Although the Company believes any such statements are
based on reasonable assumptions, there is no assurance that actual outcomes will
not be materially different. Additional information about issues that could lead
to material changes in financial performance is contained in the Company's
annual report on Form 10-K, which is filed with the Securities and Exchange
Commission.
Founded in 1969 to provide a secure, friendly, and affordable camping
experience, Thousand Trails today offers a premium outdoors destination to
111,000 members through a system of 53 membership-based camping preserves
located in 17 states and British Columbia, Canada. Thousand Trails also provides
a reciprocal use program for members of approximately 325 recreational
facilities and manages 130 public campgrounds for the US Forest Service.
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For further information contact:
Bryan Reed (972) 243-2228
