<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1999.
REGISTRATION NO. 333-_____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
THOUSAND TRAILS, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
2711 LBJ FREEWAY, SUITE 200
DELAWARE DALLAS, TEXAS 75234 75-2138671
(State or Other Jurisdiction of (Address of Principal Executive Offices (I.R.S. EMPLOYER
Incorporation or Organization) Including Zip Code) IDENTIFICATION NUMBER)
</TABLE>
----------------------
THOUSAND TRAILS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(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
(Name and Address of Agent For Service)
---------------------
(972) 243-2228
(Telephone Number, Including Area Code, of Agent For Service)
----------------
COPIES TO:
IRWIN F. SENTILLES, III, ESQ. DAVID I. SCHILLER, ESQ.
GIBSON, DUNN & CRUTCHER LLP GIBSON, DUNN & CRUTCHER LLP
1717 MAIN STREET, SUITE 5400 1717 MAIN STREET, SUITE 5400
DALLAS, TEXAS 75201 DALLAS, TEXAS 75201
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE REGISTRATION FEE
- ----------------------- -------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
COMMON STOCK, PAR VALUE 25,000 SHARES $4.625 $115,625 $32.14
$.01 PER SHARE
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement on Form S-8
(this "Registration Statement") also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated in accordance with Rule 457(c) under the Securities Act, solely
for the purpose of calculating the registration fee. The Proposed Maximum
Offering Price Per Share and the Proposed Maximum Aggregate Offering
Price are based on the average of the high and low prices of the Common
Stock as reported on the American Stock Exchange on July 6, 1999.
<PAGE> 2
INTRODUCTION
This Registration Statement on Form S-8 is filed by Thousand Trails,
Inc., a Delaware corporation (the "Company"), relating to 25,000 Shares of
Common Stock, par value $.01, to be made available through issuance of
authorized but unissued shares, Treasury shares, and/or open market purchases to
eligible employees of the Company, pursuant to the terms of the Thousand Trails,
Inc. Employee Stock Purchase Plan (the "Plan"). Pursuant to the terms of the
Plan, the Shares will be valued based on price quotations as reported on the
American Stock Exchange.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information requested in Part I of this Registration Statement is
included in the prospectus for the Plan, which the Company has excluded from
this Registration Statement in accordance with the instructions to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents that the Company has previously filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated by
reference into this Registration Statement:
1. The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act");
2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
Company's latest annual report referred to in 1. above; and
3. The description of the Shares set forth in the Registration Statement
on Form S-1, filed by the Company with the Commission on March 4, 1997
(Registration No. 333-22705), under which the Company registered the
Shares under the Securities Act of 1933, as amended (the "Securities
Act").
All reports and other documents that the Company subsequently files
with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment indicating that
all of the securities offered under this Registration Statement have been
purchased or that deregisters the distribution of all such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement from the date that the Company files such report or
document. Any
2
<PAGE> 3
statement contained in this Registration Statement or any report or document
incorporated into this Registration Statement by reference, however, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in a subsequently dated report or
document that is also considered part of this Registration Statement, or in any
amendment to this Registration Statement, is inconsistent with such prior
statement. The Company's file number with the Commission is 333-22705.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under its Bylaws, the Registrant must indemnify its present and former
directors and officers for the damages and expenses that they incur in
connection with threatened or pending actions, suits, or proceedings arising
because of their status as directors and officers, provided that they acted in
good faith and in a manner that they reasonably believed to be in or not opposed
to the best interests of the Registrant (or with respect to any criminal action
or proceeding, provided that they had no reasonable cause to believe that their
conduct was unlawful).
The Registrant must advance funds to these individuals to enable them
to defend any such threatened or pending action, suit, or proceeding. The
Registrant cannot release such funds, however, until it receives an undertaking
by or on behalf of the requesting individual to repay the amount if a court of
competent jurisdiction ultimately determines that such individual is not
entitled to indemnification.
Section 145 of the Delaware Corporate Law provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if such person acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interests of
the Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and then, where the person is adjudged
to be liable to the corporation, only if and to the extent that the Court of
Chancery of the State of Delaware or the court in which such action was brought
determines that such person is fairly and
3
<PAGE> 4
reasonably entitled to such indemnity and then only for such expenses as the
court shall deem proper.
The Registrant has entered into Indemnity Agreements with its directors
and officers contractually obligating the Registrant to provide indemnification
rights substantially similar to those described above.
The Registrant is empowered by Section 102(b)(7) of the Delaware
Corporate Law to include a provision in its Certificate of Incorporation that
limits a director's liability to the Registrant or its stockholders for monetary
damages for breaches of his or her fiduciary duty as a director. The
Registrant's Certificate of Incorporation states that directors shall not be
liable for monetary damages for breaches of their fiduciary duty to the fullest
extent permitted by the Delaware Corporate Law.
The Registrant also maintains directors' and officers' insurance for
certain expenses and losses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Thousand Trails, Inc. Employee Stock Purchase Plan
5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of signature page)
ITEM 9. UNDERTAKINGS.
A. RULE 415 OFFERING. The undersigned registrant 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, (ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement, and (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement, provided, however, that
clauses (i) and
4
<PAGE> 5
(ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference 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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and each filing of the Plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement 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.
C. REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
STATEMENT ON FORM S-8. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant 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 ON THE NEXT PAGE]
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 this 21st day of July,
1999.
THOUSAND TRAILS, INC.
By: /s/ William J. Shaw
--------------------------------------------
Name: William J. Shaw
Title: President and Chief Executive Officer
POWER OF ATTORNEY
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 date indicated. Each of the directors and/or officers of
the Company whose signature appears below hereby appoints Walter B. Jaccard as
his or her attorney-in-fact and agent, each with full power of substitution, for
him or her and in his or her name, place and stead, to sign his or her name and
on his or her behalf, in any and all capacities stated below, and to file with
the Securities and Exchange Commission any and all amendments (including
post-effective amendments) and supplements to this Registration Statement as
appropriate, and to file the same, with all exhibits thereto, and other
documents in connection therewith, and generally to do all such things in their
behalf in their capacities as officers and directors to enable the Company to
comply with the provisions of the Securities Act of 1933, and all requirements
of the Securities and Exchange Commission.
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE DATE
- --------------------------------------- --------------------- -------------
<S> <C> <C>
/s/ William J. Shaw Chairman of the Board July 21, 1999
- ---------------------------------------
William J. Shaw
/s/ Andrew M. Boas Director July 21, 1999
- ---------------------------------------
Andrew M. Boas
/s/ William P. Kovacs Director July 21, 1999
- ---------------------------------------
William P. Kovacs
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ Donald R. Leopold Director July 21, 1999
- ---------------------------------------
Donald R. Leopold
/s/ H. Sean Mathis Director July 21, 1999
- ---------------------------------------
H. Sean Mathis
/s/ Douglas K. Nelson Director July 21, 1999
- ---------------------------------------
Douglas K. Nelson
</TABLE>
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ------------------------------------------------------
<S> <C>
4.1 Thousand Trails, Inc. Employee Stock Purchase Plan
5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Arthur Andersen LLP
24 Power of Attorney (included as part of signature page)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
THOUSAND TRAILS, INC.
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
PURPOSE
1.1. The Thousand Trails, Inc. Employee Stock Purchase Plan is intended
to encourage Eligible Employees of Thousand Trails, Inc. to participate in the
ownership of the Company through the purchase of Stock in the Company, to
provide a common interest and benefit in the performance of the Company for both
the Company shareholders and Eligible Employees. It is believed that the Plan
will encourage Eligible Employees to remain in the employ of Thousand Trails,
Inc. and will permit the Company to better compete with other companies in
hiring and retaining its employees in a highly competitive market.
ARTICLE II
DEFINITIONS
The following words and phrases shall have the meanings indicated for
the purposes of the Plan:
2.1. "Board" or "Board of Directors" means the Board of Directors of
Thousand Trails, Inc.
2.2. "Committee" means the Compensation Committee of the Board.
2.3. "Company" means Thousand Trails, Inc., a Delaware corporation, and
its subsidiaries.
2.4. "Compensation" means taxable earnings as reported on Form W-2, or,
for non-employee directors, Form 1099.
2.5. "Deferral Balance" means, as of any given date during the Plan
Year, the total amount of money deducted from a Participant's Compensation
during the Plan Year, less the amount previously used to purchase Shares of
Stock hereunder.
2.6. "Eligible Employee" means any Employee who
(a) is not covered by a collective bargaining agreement;
(b) is not a "seasonal employee" or "temporary employee"
hired for a limited period of time or for a specified
task;
(c) is not a part-time employee; and
(d) was an Employee on the first day of the calendar
quarter preceding his desired Entry Date.
<PAGE> 2
2.7. "Employee" means any person who is an active, regular full-time
common law employee on the payroll records of the Company, or who is a
non-employee member of the Board of Directors.
2.8. "Ending Deferral Balance" means a Participant's Deferral Balance
on the Grant Date.
2.9. "Entry Date" means the first day of each calendar quarter.
2.10. "Exercise Price" means 85% of the Per-Share Price.
2.11. "Grant Date" means January 1 and July 1, on which Shares shall be
purchased and/or issued for transfer to the Stock Accounts of Participants under
the Plan.
2.12. "Participant" means an Eligible Employee who has a valid Employee
Stock Purchase Plan Payroll Deduction Agreement on file with the Plan
Administrator.
2.13. "Per-Share Price" means the closing market price of the Stock as
traded on the American Stock Exchange on the Grant Date or, if the Stock is not
traded on the Grant Date, on the first day preceding the Grant Date on which the
Stock traded.
2.14. "Plan" means the Thousand Trails, Inc. Employee Stock Purchase
Plan.
2.15. "Plan Administrator" means Thousand Trails, Inc. Thousand Trails,
Inc. may delegate all or any part of its plan administration duties to the
Committee.
2.16. "Plan Year" means the calendar year. However, the first Plan Year
shall commence on August 1, 1999 and end on December 31, 1999.
2.17. "Shares" or "Stock" means common stock, par value $.01, of the
Company as traded on the American Stock Exchange.
2.18. "Stock Account" means a Stock ownership account which shall be
established in the name of each Participant by the Plan Administrator.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1. Only Eligible Employees shall be entitled to participate in the
Plan. Eligible Employees may enter the Plan as of any Entry Date by timely
completing and submitting to the Plan Administrator, on or before the deadline
established by the Plan Administrator from time to time, an Employee Stock
Purchase Plan Payroll Deduction Agreement, which shall be provided to all
Eligible Employees by the Plan Administrator. Each Eligible Employee who wishes
to participate in the Plan shall designate a fixed percentage of his
Compensation to be deducted from his salary for each pay period, which shall be
a whole number from 1% to 10% of his Compensation as of the Entry Date on which
the Participant's participation in the Plan commences for a particular Plan
Year.
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<PAGE> 3
3.2. Eligible Employees may begin participation effective as of any
Entry Date after satisfying the conditions for being an Eligible Employee.
Eligible Employees who do not choose to begin participation at the time they are
first eligible may begin participation on any subsequent Entry Date.
3.3. For each Plan Year, the Company shall deduct and withhold from
each Participant's Compensation for each pay period during the Plan Year an
amount equal to the Participant's Compensation for such Pay Period, multiplied
by the percentage specified in such Participant's Payroll Deduction Agreement.
No cash contributions shall be permitted.
3.4. The Plan Administrator shall establish and maintain a record of
each Participant's Deferral Balance. Each Participant's Deferral Balance shall
be increased each pay period by the dollar amount of his salary deduction during
such pay period. No interest or earnings shall accrue on such Deferral Balance.
3.5. A Participant's Payroll Deduction Agreement shall remain valid
until the end of the Plan Year, and shall be automatically renewed on the first
day of each succeeding Plan Year unless canceled or modified by the Participant.
3.6. Except as otherwise provided herein, a Participant's Payroll
Deduction Agreement shall be irrevocable between each Grant Date and the
Participant may only increase or decrease the amount specified in his Payroll
Deduction Agreement as of any Grant Date. However, a Participant may terminate
his Payroll Deduction Agreement under the terms of Article VI.
3.7. All amounts deducted from each Participant's salary under the Plan
shall be maintained as part of the general assets of the Company until the Stock
is actually allocated to the Participant's Account.
ARTICLE IV
STOCK PURCHASES AND ALLOCATION
4.1. The Plan Administrator intends that Stock will be acquired
hereunder through acquisition from the Company (either from Treasury stock or
new issuance), although the Plan Administrator also reserves the right to
purchase Stock on the open market. Each Eligible Employee who is a Participant
in the Plan as of the Grant Date shall have credited to his Stock Account by the
Plan Administrator, as of the Grant Date, a number of Shares of Stock, equal to
such Participant's Ending Deferral Balance divided by the Exercise Price rounded
down to the nearest whole share. All costs and expenses associated with the
acquisition and/or issuance and initial transfer of the Stock on the Grant Date
(including the additional cost per share of Stock over the Exercise Price as
well as all administrative fees and commissions) shall be paid by the Company.
The Company's contributions to the Plan shall be fully taxable to the
Participant as additional wages but shall not be deemed part of the
Participant's Compensation for purposes of this or any other employee benefit
plan.
4.2. Upon the allocation of Stock to each Participant's Stock Account,
such Participant's Deferral Balance shall be reduced by the number of Shares
allocated to his Stock Account multiplied by the applicable Exercise Price. Any
Deferral Balance remaining shall be carried forward to the next Grant Date.
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<PAGE> 4
4.3. The Grant Dates shall be designated each year by the Plan
Administrator in its sole discretion.
4.4. Notwithstanding anything to the contrary herein, curtailments or
suspension of purchases, sales or issuance of Stock hereunder may be made at any
time when such purchases, sales, or issuance could, in the judgment of the
Company, contravene or be restricted by any applicable regulations,
interpretations, or orders of the Securities and Exchange Commission or any
other governmental commission, agency, instrumentality, court, securities
exchange, or the National Association of Securities Dealers Inc., and neither
the Company nor Committee shall be accountable or liable for failure to make
purchases, sales or issuances of Stock at such times. In addition, the issuance
of Stock hereunder is further conditioned upon the registration of the Stock to
be issued with the Securities and Exchange Commission. In no event shall any
Stock be issued hereunder prior to the effective date of registration with the
Securities and Exchange Commission.
ARTICLE V
STOCK OWNERSHIP
5.1. Each person for whom the Plan Administrator maintains a Stock
Account shall have a restricted ownership interest in all Shares of Stock held
in his Stock Account. All whole Shares of Stock held in such Stock Account must
be held under the Plan for at least one year from the applicable Grant Date, and
may not be sold, transferred, hypothecated, alienated, encumbered, or pledged
during such time, but thereafter may be sold or otherwise transferred by such
person at any time. After the one-year holding period has expired, a Participant
may utilize the services of any registered stock broker to effectuate the sale
of any or all of the Shares in his Stock Account. All costs of sale, including
all commissions and transfer taxes, shall be paid by such Participant.
5.2. After the applicable one-year holding period has expired, each
Participant with a balance in his Stock Account upon request and at his own
expense, may receive stock certificates evidencing his ownership of Stock in the
Company, which shall be issued in such person's name, equal to the number of
whole Shares in his Stock Account. Stock certificates shall be issuable for
whole shares only. Upon issue, the number of Shares which are evidenced by such
stock certificates shall be deducted from such person's Stock Account. Shares
evidenced by such certificates may be sold through the broker of such person's
choice.
5.3. Dividends paid on Shares held in a Stock Account shall be
automatically reinvested in additional whole Shares of Stock, to be added to
such Stock Account. Any commissions which are applicable to such dividend stock
purchases, and any applicable state or federal taxes shall be borne by the
holder of the Stock Account and shall be automatically deducted from such
dividends before additional Stock is purchased. Only whole Shares shall be
credited to a participant's Stock Account hereunder, and any cash dividend
amount remaining after allocating such Stock shall be allocated to such
Participant's Deferral Account.
5.4. No Participant shall have any ownership interest in Stock which
has not been allocated to such Participant's Stock Account, and no Participant
shall be considered to have any tangible or intangible option or right to
purchase Stock at a given price prior to the applicable
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<PAGE> 5
Grant Date. No adjustments shall be made for dividends, distributions, or other
rights for which the record date is prior to the applicable Grant Date.
ARTICLE VI
WITHDRAWAL AND TERMINATION
6.1. A Participant may cancel his Payroll Deduction Agreement at any
time during the Plan Year. Upon such cancellation such Participant shall be paid
a sum of money equal to his Deferral Balance at the time of the cancellation,
without interest, and such Participant shall not be entitled to receive an
allocation of Stock on the next Grant Date. Any Participant who cancels his
Payroll Deduction Agreement shall be ineligible to participate in the Plan until
the next Entry Date which is at least six months from the cancellation of such
Agreement or until the beginning of the next Plan Year, whichever is later.
6.2. Any Participant who ceases to be an Eligible Employee for any
reason shall be paid a sum of money equivalent to his Deferral Balance at the
time his eligibility ceases, without interest, and shall not be entitled to
receive an allocation of Stock relating to such returned salary deductions. If
an Employee takes a leave of absence for any reason or leaves the employ of the
Company for any reason, such Employee is no longer an Eligible Employee. Any
Participant removed from the Plan under this paragraph 6.2 may reenter the Plan
on any Entry Date following the date, if any, on which he again becomes an
Eligible Employee.
6.3. In the event of the death of a Participant, a sum of money
equivalent to such Participant's Deferral Balance at the time of his death,
without interest, shall be paid to said Participant's estate and/or personal
representative, and such Participant's estate and/or personal representative
shall not receive any further grants of stock under the Plan. All assets in said
Participant's Stock Account will remain in his Stock Account until the person
with whom such Participant has elected a joint account with right of
survivorship, or his estate's legal representative requests delivery of said
assets from the Plan Administrator and submits such documentation as may be
required to show proof of entitlement thereto. Any restrictions imposed
hereunder on transfer of Stock in a Participant's Stock Account shall
immediately terminate upon the Participant's death.
6.4. Any Participant for whom the Plan Administrator maintains a Stock
Account shall be entitled to hold his Shares in such Stock Account with the Plan
Administrator regardless of his continued eligibility or participation in the
Plan. Upon termination of employment (or resignation or removal from the Board,
as applicable), however, the Plan Administrator shall distribute to such
Participant certificates reflecting the total number of whole Shares of Stock to
his credit which shall be automatically distributed as of the later of (1) the
date of such Employee's termination (or resignation or removal) or (2) the date
that no Shares in such Employee's Stock Account are subject to any restriction
on transfer.
ARTICLE VII
ADMINISTRATION
7.1. The Plan Administrator shall have complete discretion and
authority to interpret and construe the Plan, to decide all questions of
eligibility and benefits (including any underlying factual determinations), and
adjudicate all claims and disputes. The Plan
-5-
<PAGE> 6
Administrator may delegate its duties to the Committee to administer the Plan
pursuant to the terms of this Article VII. The Plan Administrator may engage the
services of third parties (including a broker or one or more third party
administrators) to render advice or provide such services as are necessary or
appropriate to administer the Plan.
7.2. To the fullest extent permitted by law, no member of the Committee
shall be liable to any person for any action taken or omitted in connection with
the interpretation and administration of this Plan, unless attributable to his
own gross negligence or willful misconduct. To the maximum extent required or
permitted under the Delaware General Corporation Law as presently in effect and
as hereafter amended from time to time, the Company shall indemnify the members
of the Committee against any and all claims, losses, damages and expenses,
including any amounts paid in settlement with the Committee's approval and any
attorney's fees, arising from their action or failure to act in administering
the Plan.
ARTICLE VIII
AMENDMENT AND TERMINATION
8.1. The Company, in its sole discretion, acting either through its
Board or any authorized officer, may amend, modify, suspend, or terminate the
Plan at any time. In addition, the Committee may amend the Plan as long as it
determines that any such amendment either (a) is necessary or appropriate to
comply with applicable law, or (b) does not materially increase the costs of the
Company. In the event the Plan is terminated, each Participant shall be paid an
amount of money equal to his Deferral Balance, without interest, and shall not
be entitled to receive any subsequent allocations of Stock under the Plan.
ARTICLE IX
RECAPITALIZATION OR REORGANIZATION
9.1. If the Company shall be the surviving corporation in any merger,
consolidation or reorganization, this Plan shall continue, subject to the
provisions of Article VIII. In the event of a dissolution, liquidation or merger
of the Company in which the Company is not the surviving entity, this Plan shall
terminate and each Participant shall receive cash equal to his Deferral Balance,
without interest, and shall not be entitled to receive any subsequent
allocations of Stock under the Plan.
ARTICLE X
MISCELLANEOUS
10.1. The Plan shall not be construed to give any Employee the right to
be retained in the employ of the Company (or to remain on the Board). The
Company retains the unqualified right to terminate the employment or
directorship of any Employee at any time in accordance with applicable law.
10.2. No right, title or interest of any kind in the Plan shall be
transferable or assignable by any Participant or be subject to alienation,
anticipation, encumbrance, garnishment, attachment, execution or levy of any
kind, whether voluntary or involuntary, nor subject to the debts, contracts,
liabilities, engagements, or torts of the Participant. Any attempt to alienate,
anticipate, encumber, sell, transfer, assign, pledge, garnish, attach or
otherwise subject to legal or equitable process, or to dispose of any interest
in the Plan, shall be void.
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<PAGE> 7
10.3. In the event that any provision of this Plan shall be declared
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining provisions of this Plan but shall be fully severable and
this Plan shall be construed and enforced as if said illegal or invalid
provision had never been a part of this Plan.
10.4. The article and section headings are included only for
convenience of reference and are not to be taken as limiting or extending the
meaning of any of the terms or provisions contained herein. When appropriate,
words used in the singular shall include the plural and the plural shall include
the singular. As used herein, the masculine gender includes the feminine gender.
10.5. The validity and effect of this Plan and the rights and
obligations of all persons affected hereby shall be construed and determined in
accordance with the laws of the State of Delaware, unless superseded by federal
law.
ARTICLE XI
TAX STATEMENTS; WITHHOLDING
11.1 The Company's subsidy for the purchase of Stock (i.e., the
difference between the fair market value of Shares allocated to a Participant
and the applicable Exercise Price) plus each Participant's pro rata share of
brokerage commissions (if any) paid on their behalf by the Company in connection
with the original allocation of the Stock, will be reported on the appropriate
form or forms to the Internal Revenue Service and to all Participants. The
Company shall withhold from each Participant's earnings income tax, social
security taxes and other taxes required to be withheld with respect to such
amounts (if any). In the event a Participant's earnings are insufficient to
satisfy such withholding requirements, the Plan Administrator shall have the
right to effect the sale of Stock in such Participant's Stock Account to satisfy
the deficiency, or take any other action necessary to fulfill such obligation.
ARTICLE XII
EFFECTIVE DATE
12.1 The Plan shall become effective as of August 1, 1999, subject to
the approval of the Board of Directors.
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<PAGE> 1
EXHIBIT 5.1
July 9, 1999
Thousand Trails, Inc.
2711 LBJ Freeway, Suite 200
Dallas, Texas 75234
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Thousand Trails, Inc., a Delaware
corporation (the "Company") in connection with the registration of an aggregate
of 25,000 shares of Common Stock, par value $0.01 per share, of the Company
pursuant to a registration statement on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), which shares (the
"Shares") may be offered and sold under the Thousand Trails, Inc. Employee
Stock Purchase Plan.
We have examined the original, or a photostatic or certified copy, of
such records of the Company, certificates of officers of the Company and of
public officials and such other documents as we have determined relevant and
necessary as the basis for the opinion set forth below. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon our examination mentioned above, we are of the opinion that
when the Shares are issued in accordance with the terms set forth in the
Registration Statement and in the
<PAGE> 2
Thousand Trails, Inc.
July 9, 1999
Page 2
Plan, including the payment for the Shares, the Shares so issued will be
legally issued and will be fully paid and nonassessable.
This opinion is limited to the present laws of the State of Delaware.
We undertake no obligation to advise you as a result of developments occurring
after the date hereof or as a result of facts or circumstances brought to our
attention after the date hereof. We consent to the filing of this opinion as an
Exhibit to the Registration Statement and to the reference to our firm
appearing on the cover of the Registration Statement. In giving this consent,
we do not admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the General Rules and Regulations of the
Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
-----------------------------------------
GIBSON, DUNN & CRUTCHER LLP
IFS/DIS/JAD/jcg
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated September 4, 1998, on the consolidated financial statements of Thousand
Trails, Inc. and Subsidiaries (and to all references to our Firm), incorporated
by reference in the Registration Statement on Form S-8.
/s/ Arthur Andersen LLP
-----------------------------------------
Dallas, Texas,
July 21, 1999
