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As filed with the Securities and Exchange Commission on September 30, 1998
Registration No. _________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SILVERLEAF RESORTS, INC.
(Exact Name of Registrant as Specified in its Charter)
TEXAS 75-2259890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1221 RIVERBEND DRIVE, SUITE 120
DALLAS, TEXAS
(214) 631-1166 75247
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK OPTION PLAN FOR SILVERLEAF RESORTS, INC.
(Full title of the plan)
Copy to:
ROBERT E. MEAD DAVID N. REED, ESQ.
CHIEF EXECUTIVE OFFICER MEADOWS, OWENS, COLLIER, REED,
SILVERLEAF RESORTS, INC. COUSINS & BLAU, LLP
1221 Riverbend Drive, Suite 120 901 Main Street, Suite 3700
Dallas, Texas 75247 Dallas, Texas 75202-3792
(214) 631-1166 (214) 744-3700
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each class Proposed maximum Proposed maximum
of securities to be Amount of shares to offering price per aggregate offering Amount of
registered be registered share (1) price (1) registration fee (1)
<S> <C> <C> <C> <C>
Common Stock, 1,600,000 $10.125 $16,200,000 $4,909
$0.01 par value
</TABLE>
(1) Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, based on the average of the high and low prices reported in the
consolidated reporting system on September 24, 1998, a date within five
business days prior to the date of filing of the registration statement.
<PAGE> 2
PART I
INFORMATION REQUIRED IN PROSPECTUS
EXPLANATORY NOTE
The information called for by Item 1 and Item 2 of Part I of Form S-8
is included in the description of the 1997 Stock Option Plan for Silverleaf
Resorts, Inc., as amended (the "Plan") to be delivered to persons eligible to
participate in the Plan. Pursuant to the Note to Part I of Form S-8, this
information is not being filed with or included in this Form S-8. However,
included herein is a prospectus (the "Reoffer Prospectus") to be used by
certain selling shareholders in connection with the reoffer and resale of
shares of common stock, par value $0.01 per share, of Silverleaf Resorts, Inc.
("Silverleaf") acquired pursuant to the Plan. Such Reoffer Prospectus has been
prepared in accordance with the requirements of Form S-3 pursuant to General
Instruction C of Form S-8. The Reoffer Prospectus (as supplemented from time
to time) may be used for reoffers or resales of Silverleaf common stock
acquired by an "affiliate" (as such term is defined in Rule 405 of the General
Rules and Regulations under the Securities Act of 1933, as amended) pursuant to
the exercise of options under the Plan.
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REOFFER PROSPECTUS
1,600,000 SHARES
SILVERLEAF RESORTS, INC.
Common Stock
------------------------------
This Reoffer Prospectus (the "Prospectus") relates to the resale of up
to 1,600,000 shares (the "Shares") of the common stock, par value $0.01 per
share (the "Common Stock") of Silverleaf Resorts Inc. ("Silverleaf" or the
"Company"), which may in the future be issued pursuant to the 1997 Stock Option
Plan for Silverleaf Resorts, Inc. (the "Plan") and may be offered and sold from
time to time by persons who may be deemed to be affiliates of the Company
(collectively, the "Selling Shareholders"). See "Selling Shareholders".
The shares of Common Stock may be sold from time to time to purchasers
directly by any of the Selling Shareholders. Alternatively, sales by the
Selling Shareholders may be made separately through one or more transactions
(which may involve one or more block transactions) on the New York Stock
Exchange (the "NYSE"), or in sales occurring in the public market off the NYSE,
in negotiated transactions, or in a combination of such transactions. Each
sale may be at prices and at terms then prevailing or at prices related to the
then current market price or at negotiated prices and terms. Some or all of
the shares of Common Stock may be sold through brokers acting on behalf of the
Selling Shareholders or to dealers for resale by such dealers and in connection
with such sales, such brokers or dealers may receive compensation in the form
of discounts or commissions from the Selling Shareholders and/or the purchasers
of such shares for whom they may act as broker or agent. Upon any sale of the
Shares offered hereby, the Selling Shareholders and participating agents,
brokers or dealers may be deemed to be underwriters as that term is defined in
the Securities Act of 1993, as amended (the "Securities Act"), and commissions
or discounts or any profit realized on the resale of such securities may be
deemed to be underwriting commissions or discounts under the Securities Act.
See "Plan of Distribution."
The Common Stock is traded on the NYSE under the symbol "SVR." On
September 24, 1998, the last reported sale price of the Common Stock as
reported on the NYSE was $10.125 per share. The Company will pay all expenses
in connection with the offering contemplated by this Prospectus, other than
underwriting discounts or commissions, brokers' fees and the fees of any
counsel to the Selling Shareholders.
Prospective Investors should carefully consider the matters set forth
under the caption "Risk Factors" on page 3 of this Prospectus.
---------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
---------
The date of this Prospectus is September 30, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W. Washington, D.C. 20549, and at the public reference
facilities maintained by the Commission at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such materials can also be
obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a Web site that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission and that is located at http://www.sec.gov. The Company's Common
Stock is quoted on the NYSE. Copies of such reports and other information can
also be inspected at the offices of the NYSE, 20 Broad Street, New York, New
York 10005.
This Prospectus constitutes a part of a Registration Statement filed
by the Company with the Commission under the Securities Act relating to the
securities issuable pursuant to the Plan offered hereby. This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
securities offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents and information heretofore filed with the Commission:
(i) the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997,
(ii) the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1997,
(iii) the Company's Annual Report on Form 10-K/A for the year ended
December 31, 1997,
(iv) the Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1998,
(v) the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1998,
(vi) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (Commission File
No. 001-13003), filed May 16, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering made hereby, shall be deemed incorporated by reference in this
Prospectus and to be a part of this Prospectus from the date of the filing of
such reports. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus may obtain, without
charge, upon written or oral request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such documents
(other than the exhibits expressly incorporated in such documents by
reference). Requests should be directed to the Secretary of the Company at
1221 Riverbend, Suite 120, Dallas, Texas 75247, telephone (214) 631-1166.
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THE COMPANY
The Company is a leading developer, marketer, and operator of
"drive-to" timeshare resorts. Silverleaf currently owns and operates eight
"drive-to" resorts in Texas, Missouri, Illinois and Massachusetts (the "Drive-to
Resorts"). Additionally, Silverleaf has acquired two sites near Kansas City,
Missouri and Atlanta, Georgia for development as new Drive-to Resorts and has
acquired the timeshare management rights and certain unsold Vacation Intervals
at eight existing resorts in Alabama, Mississippi, North Carolina, Pennsylvania,
South Carolina, Tennessee and Texas. Silverleaf also owns two "destination"
resorts in Missouri (the "Destination Resorts"), and has recently acquired sites
in Las Vegas, Nevada and Galveston, Texas, for development as two new
destination resorts (the "New Resorts"). The Drive-to Resorts are designated to
appeal to value conscious vacationers seeking comfortable and affordable
accommodations in locations convenient to their residences and are located
proximate to major metropolitan areas (currently Dallas-Fort Worth, Houston, San
Antonio-Austin, St. Louis, Chicago, Boston and the greater New York City area).
Silverleaf locates its Drive-to Resorts near principal market areas to
facilitate more frequent "short stay" getaways, which it believes is a growing
vacation trend. Silverleaf's Destination Resorts, which are located in the
popular resort area of Branson, Missouri, offer Silverleaf customers the
opportunity to upgrade into a higher quality resort area as their lifestyles and
travel budgets permit. Both the Drive-to Resorts and the Destination Resorts
are in rustic areas and provide a quite, relaxing vacation environment. The New
Resorts are in popular destination resort areas which are accessible to
Silverleaf's customers and complement Silverleaf's strategy of offering its
existing customers attractive upgrade opportunities. Silverleaf believes its
resorts offer its customers an economical alternative to commercial vacation
lodging.
Silverleaf's operations presently include (i) developing and acquiring
timeshare resorts; (ii) marketing and selling one-week annual and biennial
vacation intervals ("Vacation Intervals") to prospective first-time owners;
(iii) marketing and selling upgraded Vacation Intervals to existing owners of
Silverleaf Vacation Intervals; (iv) providing financing for the purchase of
Vacation Intervals; and operating timeshare resorts.
The Company's principal executive offices are located at 1221
Riverbend, Suite 120, Dallas, Texas 75247, and its telephone number is (214)
631-1166.
RISK FACTORS
In addition to the other information contained in, or incorporated by
reference into, this Prospectus, prospective purchasers in this offering should
carefully consider the following factors relating to the Company and its
business when evaluating an investment in the shares offered hereby.
SENSITIVITY OF CUSTOMERS TO GENERAL ECONOMIC CONDITIONS
The Company targets value-conscious customers and approximately
two-thirds of the Company's customers have annual household incomes of less
than $50,000. These customers are generally more vulnerable to deteriorating
economic conditions than consumers in the luxury or upscale markets. Any
economic downturn could depress spending for Vacation Intervals, limit the
availability or increase the cost of financing for the Company and its
customers and adversely affect the collectibility of the Company's loans to
Vacation Interval buyers.
BORROWER DEFAULTS
The Company offers financing to the buyers of Vacation Intervals at the
Company's resorts. These buyers make a down payment of at least 10% of the
purchase price and deliver a promissory note to the Company for the balance; the
promissory notes generally bear interest at a fixed rate, are payable over a
seven year period and are secured by a first mortgage on the Vacation Interval.
The Company bears the risk of defaults on these promissory notes, and this risk
is heightened as the Company generally does not verify the credit history of its
customers and will provide financing if the customer is presently employed and
meets certain household income criteria. At June 30, 1998, the Company had
Vacation Interval customer notes receivable in the principal amount of $143.2
million and notes unrelated to Vacation Intervals in the principal amount of
$9.0 million, was contingently liable with respect to approximately $1.4 million
principal amount of customer notes sold with recourse, and had allowances for
uncollectible notes and future customer returns of approximately $20.3 million.
There can be no assurance that such allowances are adequate.
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REGULATION OF MARKETING AND SALES OF VACATION INTERVALS AND RELATED LAWS
The Company's marketing and sales of Vacation Intervals and other
operations are subject to extensive regulation by the federal government and
the states and jurisdictions in which the Existing Resorts and New Resorts are
located and in which Vacation Intervals are marketed and sold. The laws of
most states require the Company to file a detailed offering statement and
supporting documents with a designated state authority, which describe the
Company, the project and the promotion and sale of Vacation Intervals. The
offering statement must be approved by the appropriate state agency before the
Company may solicit residents of such state. There are also laws in each state
where the Company currently sells Vacation Intervals which grant the purchaser
of a Vacation Interval the right to cancel a contract of purchase at any time
within three to five calendar days following the date the contract was signed
by the purchaser. Most states have additional laws which regulate the
Company's activities and protect purchasers, such as real estate licensure
laws; travel sales licensure laws; anti-fraud laws; consumer protection laws;
telemarketing laws; prize, gift and sweepstakes laws; and other related laws.
The Company believes it is in material compliance with federal, state
and local laws and regulations to which it is currently subject relating to the
sale and marketing of Vacation Intervals. However, the Company is normally and
currently the subject of a number of consumer complaints generally relating to
marketing or sales practices filed with relevant authorities, and there can be
no assurance that all of these complaints can be resolved without adverse
regulatory actions or other consequences. The Company expects some level of
consumer complaints in the ordinary course of its business as the Company
aggressively markets and sells Vacation Intervals in the value segment of the
timeshare industry, which may include individuals who are less financially
sophisticated than more affluent customers. There can be no assurance that the
costs of resolving consumer complaints or of qualifying under Vacation Interval
ownership regulations in all jurisdictions in which the Company desires to
conduct sales will not be significant, that the Company is in material
compliance with applicable federal, state and local laws and regulations, or
that violations of law will not have adverse implications for the Company,
including negative public relations, potential litigation and regulatory
sanctions. The expense, negative publicity and potential sanctions associated
with the failure to comply with applicable laws or regulations could have a
material adverse effect on the Company's results of operations, liquidity and
financial position. Further, there can be no assurance that either the federal
government or states having jurisdiction over the Company's business will not
adopt additional regulations or take other actions which would adversely affect
the Company's results of operations, liquidity and financial position.
In early 1997, the Company was the subject of some consumer complaints
which triggered governmental investigations into the Company's affairs. In
March 1997, the Company entered into an Assurance of Voluntary Compliance with
the Texas Attorney General, in which the Company agreed to make additional
disclosure to purchasers of Vacation Intervals regarding the limited
availability of its Endless Escape program during certain periods. The Company
paid $15,200 for investigatory costs and attorneys' fees of the Attorney
General in connection with this matter. Also, in March 1997, the Company
entered into an agreed order (the "Agreed Order") with the Texas Real Estate
Commission requiring the Company to comply with certain aspects of the Texas
Timeshare Act, Texas Real Estate License Act and Rules of the Texas Real Estate
Commission, with which it had allegedly been in non-compliance until mid-1995.
The allegations included (i) the Company's admitted failure to register the
Missouri Destination Resorts in Texas (due to its misunderstanding of the reach
of the Texas Timeshare Act); (ii) payment of referral fees for Vacation
Interval sales, the receipt of which was improper on the part of the
recipients; and (iii) miscellaneous other actions alleged to violate the Texas
Timeshare Act, which the Company denied. While the Agreed Order acknowledged
that the Company independently resolved ten consumer complaints referenced in
the Agreed Order, discontinued the practices complained of, and registered the
Destination Resorts during 1995 and 1996, the Texas Real Estate Commission
ordered the Company to cease its discontinued practices and enhance its
disclosure to purchase of Vacation Intervals. In the Agreed Order, the Company
agreed to make a voluntary donation of $30,000 to the State of Texas. The
Agreed Order also directed the Company to revise its training manual for
timeshare salespersons and verification officers. While the Agreed Order
resolved all of the alleged violations contained in complaints received by the
Texas Real Estate Commission through December 31, 1996, the Company has
encountered and expects to encounter some level of additional consumer
complaints in the ordinary course of its business.
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EXPANSION INTO NEW GEOGRAPHIC AREAS
Prior to August 1997, all of the Company's operating resorts and
substantially all of its customers and borrowers were located in Texas and
Missouri. Since August 1997, the Company has acquired the Fox River Resort in
Illinois, the Timber Creek Resort near St. Louis, Missouri, the Oak N' Spruce
Resort in Massachusetts, undeveloped beachfront property in Galveston, Texas,
an undeveloped parcel in Las Vegas, Nevada, and undeveloped parcels of land
near Kansas City, Missouri and Atlanta, Georgia. Additionally, the Company
recently acquired timeshare management rights and unsold Vacation Intervals at
eight existing resorts in Alabama, Mississippi, North Carolina, Pennsylvania,
South Carolina, Tennessee and Texas. The recent expansion into new geographic
areas outside of Texas and Missouri poses new risks because the Company does
not possess the same level of familiarity with and experience in these markets
as it possesses with respect to its historical markets in Missouri and Texas,
which could adversely affect the Company's ability to develop and operate
timeshare resorts and sell Vacation Intervals in these new markets. Such
expansion also requires the Company to comply with the laws and regulations of
numerous additional jurisdictions where the Company currently markets or will
market its Vacation Intervals. Additionally, the Company is subject to and
will become subject to zoning and land use laws of additional state and local
jurisdictions. There is no assurance the Company can comply with all of these
requirements economically or at all. All of the above risks associated with
the Company's entrance into the new geographic areas could have a material
adverse effect on the Company's results of operations, liquidity and financial
position.
RAPID GROWTH
The Company has experienced rapid growth which could place a strain on
the company's management, employees and systems. Prior to August 1997, the
Company owned and operated seven resorts. Since then, the Company has acquired
three resorts and sites for two new Destination Resorts, two new Drive-to
Resorts and management rights with respect to eight timeshare resorts. As the
Company's business develops and expands, the Company will require additional
management and employees, and will need to implement enhanced operational and
financial systems. There can be no assurance that the Company will
successfully hire, retain, integrate and utilize management and employees and
implement and maintain such operational and financial systems. Failure to
hire, retain and integrate management and employees or implement such systems
successfully could have a material adverse effect on the Company's results of
operations, liquidity and financial position.
CONCENTRATION IN TIMESHARE INDUSTRY
Because the Company's operations are conducted solely within the
timeshare industry, any adverse changes affecting the timeshare industry such
as an oversupply of timeshare units, a reduction in demand for timeshare units,
changes in travel and vacation patterns, a decrease in popularity of any of the
Company's resorts with consumers, changes in governmental regulations or
taxation of the timeshare industry, as well as negative publicity about the
timeshare industry could have a material adverse effect on the Company's
results of operations, liquidity and financial position.
COMPETITION
The timeshare industry is highly fragmented and includes a large
number of local and regional resort developers and operators. However, some of
the world's most recognized lodging, hospitality and entertainment companies
have entered the industry. Other companies in the timeshare industry which
are, or are subsidiaries of public companies with enhanced access to capital
and other resources, are Signature Resorts, Inc., Fairfield Communities, Inc.,
Vacation Break USA, Inc., Vistana, Inc., Ramada Vacation Suites and TrendWest
Resorts, Inc.
The Company believes these competitors generally target consumers with
slightly higher annual incomes than the Company's target market. The Company's
competitors may possess significantly greater financial, marketing, personnel
and other resources than the Company, and there can be no assurance that such
competitors will not significantly reduce the price of their Vacation Intervals
or offer greater convenience, services or amenities
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than the Company. While the Company's principal competitors are developers of
timeshare resorts, the Company is also subject to competition from other
entities engaged in the commercial lodging business, including condominiums,
hotels and motels, others engaged in the leisure business and, to a lesser
extent, from campgrounds, recreational vehicles, tour packages and second home
sales. A reduction in the product costs associated with any of these
competitors, or an increase in the Company's costs relative to such
competitors' costs, could have a material adverse effect on the Company's
results of operations, liquidity and financial position.
DEVELOPMENT, CONSTRUCTION AND PROPERTY ACQUISITION ACTIVITIES
The Company intends to develop and continue the expansion of the
Existing Resorts, to develop the New Resorts, and to selectively acquire and
develop other resorts. Acquiring and developing resorts places substantial
demands on the Company's liquidity and capital resources, as well as on its
personnel and administrative capabilities. Risks associated with the Company's
development and construction activities include the following: construction
costs or delays at a property may exceed original estimates, possibly making
the expansion or development uneconomical or unprofitable; sales of Vacation
Intervals at a newly completed property may not be sufficient to make the
property profitable; the Company has expanded and will continue to expand into
new geographic areas in which it has no operating history and there is no
assurance the Company will be successful at such locations; and financing may
be unavailable or may not be available on favorable terms for development of or
the continued sales of Vacation Intervals at a property. There can be no
assurance the Company will develop and expand the Existing Resorts, develop the
New Resorts or acquire and develop other resorts.
In addition, the Company's development and construction activities, as
well as its ownership and management of real estate, are subject to
comprehensive federal, state and local laws regulating such matters as
environmental and health concerns, protection of endangered species, water
supplies, zoning, land development, land use, building design and construction,
marketing and sales and other matters. Such laws and difficulties in
obtaining, or failing to obtain, the requisite licenses, permits, allocations,
authorizations and other entitlements pursuant to such laws could impact the
development, completion and sale of the Company's projects.
Most of the Company's resorts are located in rustic areas, often
requiring the Company to provide public utility water and sanitation services
in order to proceed with development. Such activities are subject to
permission and regulation by governmental agencies, the denial or conditioning
of which could limit or preclude development. Operation of the utilities also
subjects the Company to risk of liability in connection with both the quality
of fresh water provided and the treatment and discharge of waste-water.
While the Company's construction activities typically are performed by
third-party contractors whose performance cannot be assured by the Company,
construction claims may be asserted against the Company for construction
defects and such claims may give rise to liabilities. Certain state and local
laws may impose liability on property developers with respect to construction
defects discovered or repairs made by future owners of such property.
POSSIBLE ENVIRONMENTAL LIABILITIES
Under various federal, state and local laws, ordinances and
regulations, as well as common law, the owner or operator of real property
generally is liable for the costs of removal or remediation of certain
hazardous or toxic substances located on, in or emanating from such property,
as well as related costs of investigation and property damage. Such laws often
impose liability without regard to whether the owner knew of, or was
responsible for, the presence of the hazardous or toxic substances. The
presence of such substances, or the failure to properly remediate such
substances, may adversely affect the owner's ability to sell or lease a
property or to borrow money using such real property as collateral. Other
federal and state laws require the removal or encapsulation of
asbestos-containing material when such material is in poor condition or in the
event of construction, demolition, remodeling or renovation. Other statutes
may require the removal of underground storage tanks. Noncompliance with these
and other environmental, health or safety requirements may result in the need
to cease or alter operations at a property. Further, the owner or operator of
a site may be subject to common law claims by third parties based on
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damages and costs resulting from violations of environmental regulations or
from contamination associated with the site. Phase I environmental reports
(which typically involve inspection without soil sampling or ground water
analysis) were prepared in 1994 by independent environmental consultants for
several of the Existing Resorts, and more recent Phase I environmental reports
have been obtained for each of the remaining resorts. The reports did not
reveal, nor is the Company aware of, any environmental liability that would
have a material adverse effect on the Company's results of operations,
liquidity or financial. No assurance, however, can be given that these reports
reveal all environmental liabilities or that no prior owner created any
material environmental condition not known to the Company.
The Company believes that it is in compliance in all material respects
with federal, state and local ordinances and regulations regarding hazardous or
toxic substances.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
Shares by the Selling Shareholders.
DIVIDEND POLICY
The Company has not paid cash dividends on the Common Stock in the
past and does not expect to pay any cash dividends on the common stock in the
foreseeable future. The Company instead intends to retain its earnings to
support the operations and growth of its business. Any future cash dividends
would depend on future earnings, capital requirements, the Company's financial
condition and other factors deemed relevant by the Board of Directors.
SELLING SHAREHOLDERS
This Prospectus relates to the offer and sale by the Selling
Shareholders of an aggregate of up to 1,600,000 Shares issued under the Plan to
the Selling Shareholders. Information related to the Selling Shareholders will
be provided by supplement to this Prospectus.
PLAN OF DISTRIBUTION
The Shares may be sold or otherwise disposed of from time to time by
any of the Selling Shareholders in one or more transactions through any one or
more of the following: (i) to purchasers directly, (ii) in ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (iii)
through underwriters or dealers who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Shareholders or from the purchasers of the Shares for whom they may act as
agent, (iv) the pledge of the Shares as security for any loan or obligation,
including pledges to brokers or dealers who may, from time to time, themselves
effect distributions of the Shares or interests therein, (v) purchases by a
broker or dealer as principal and resale by such broker or dealer for its own
account pursuant to this Prospectus, (vi) a block trade in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction and
(vii) an exchange distribution in accordance with the rules of such exchange,
or in transactions in the over the counter market including, without
limitation, the Nasdaq National Market System. Such sales may be made at prices
and at terms then prevailing or at prices related to the then current market
price or at negotiated prices and terms. In effecting sales, brokers or
dealers may arrange for other brokers or dealers to participate. The Selling
Shareholders and any underwriters, brokers, dealers or agents that participate
in the distribution of the Shares, may be deemed to be "underwriters" within
the meaning of the Securities Act, and any profit on the sale of the Shares by
them and any discounts, commissions or concessions received by any such
underwriters, brokers, dealers or agents may be deemed to be underwriting
commissions or discounts under the Securities Act. In addition, any of the
shares covered by this Prospectus which qualify for sale pursuant to Rule 144
may be sold under rule 144 rather than pursuant to this Prospectus.
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The Company will pay all of the expenses incident to the offering
hereby and sale of the Shares to the public other than underwriting discounts
or commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Shareholders related thereto.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Common
Stock offered hereby have been passed upon for the Company by Meadows, Owens,
Collier, Reed, Cousins, & Blau, L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements of Silverleaf Resorts, Inc.
included in the Company's Annual Report (Form 10-K/A) for the year ended
December 31, 1997, have been audited by Deloitte & Touche LLP, independent
auditors, as set forth in their report included therein and incorporated by
reference herein. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
FORWARD-LOOKING INFORMATION
Certain statements contained in this Prospectus (including the
documents incorporated by reference herein) which are not historical facts are
forward-looking statements that relate to future events or the future financial
performance of the Company. In evaluating such statements, prospective
investors should specifically consider the various matters set forth herein
under the caption "Risk Factors", as well as other risks detailed in the
documents incorporated by reference herein, which would cause actual results to
differ materially from those indicated in such forward-looking statements.
8
<PAGE> 11
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
---------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Forward-Looking Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
1,600,000 SHARES
SILVERLEAF RESORTS, INC.
COMMON STOCK
--------
P R O S P E C T U S
--------
September 30, 1998
<PAGE> 12
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Silverleaf Resorts, Inc., a Texas corporation
(the "Company" and the "Registrant"), are incorporated as of their respective
dates in this Registration Statement by reference:
(a) The Registrant's final prospectus filed under Rule 424(b) on
April 2, 1998, used in connection with the Company's public offering of its
common stock, par value $.01 per share (the "Common Stock"),(File No. 333-47423
filed with the Commission on March 6, 1998);
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on May
16, 1997; and
(c) The Registrant's Annual Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal
year ended December 31, 1997;
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, are incorporated by reference in this
Registration Statement and are a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Charter limits the liability of the Company's directors
and officers to the Company and its shareholders to the fullest extent permitted
by law. The Texas Business Corporation Act ("TBCA") presently permits the
liability of directors and officers to a corporation or its shareholders for
money damages to be limited, except for (i) a breach of the duty of loyalty to
the corporation or its shareholders, (ii) an act or omission not in good faith
that is a breach of a duty to the corporation or that involves intentional
misconduct or a knowing violation of the law, (iii) a transaction in which the
director or officer received an improper benefit, or (iv) other statutory
exceptions. The Company has also entered into an agreement with each of its
directors and certain of its officers wherein it has agreed to indemnify each of
them to the fullest extent permitted by law.
II-1
<PAGE> 13
The Company's Charter and Bylaws require the Company to indemnify its
directors, officers and certain other parties the fullest extent permitted from
time to time by law. The TBCA presently permits a corporation to indemnify its
directors, officers and certain other parties against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party only if (i)
the indemnified party conducted himself in good faith, (ii) if a director, his
conduct was in the corporation's best interest, or, if not a director, his
conduct was not opposed to the corporation's best interests, and (iii) in the
case of any criminal proceeding, the indemnified party had no reasonable cause
to believe his conduct was unlawful. Indemnification may be made against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the director or officer in connection with the proceeding;
provided, however, if the director or officer has been adjudged to be liable to
the corporation or is found liable on the basis that personal benefit was
improperly received, indemnification (1) is limited to reasonable expenses
actually incurred by such person in the proceeding, and (2) shall not be made
in respect of any proceeding in which the person shall have been found liable
for willful or intentional misconduct in the performance of his duty to the
corporation. The termination of any proceeding by judgment, order, settlement,
or conviction, or upon a plea of nolo contendere or its equivalent, is not
itself determinative that the director or officer did not meet the requisite
standard of conduct required for indemnification to be permitted.
The Company has obtained a directors and officers liability insurance
policy with total coverage in the aggregate amount of ten million dollars. The
directors and officers liability policy insures (i) the directors and officers
of the Company from any claim arising out of an alleged wrongful act by such
persons while acting as directors and/or officers of the Company, (ii) the
Company to the extent that it has indemnified the directors and officers for
such loss, and (iii) the Company for losses incurred in connection with claims
made against the Company for covered wrongful acts.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
5.1 Opinion of Meadows, Owens, Collier, Reed, Cousins & Blau,
L.L.P.
10.1 1997 Stock Option Plan for Silverleaf Resorts, Inc.
(incorporated by reference to Exhibit 10.3 filed with the
Registrant's Registration Statement on Form S-1, File No.
333-24273)
10.2 First Amendment to 1997 Stock Option Plan for Silverleaf
Resorts, Inc. (incorporated by reference to Exhibit 4.1 filed
with the Registrant's quarterly report on Form 10-Q for the
period ended June 30, 1998).
23.1 Consent of Meadows, Owens, Collier, Reed, Cousins & Blau,
L.L.P. (included as part of Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included on page II-4)
Item 9. UNDERTAKINGS
(d) 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 of 1933;
II-2
<PAGE> 14
(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 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information included in a post-effective amendment
by those paragraphs contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 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 of 1933, 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) 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.
(e) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(f) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 of 1933 and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 15
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 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 30 day of September,
1998.
SILVERLEAF RESORTS, INC.
By: /s/ ROBERT E. MEAD
-----------------------------------------
Robert E. Mead, 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 dates indicated. Each person whose signature appears
below hereby authorizes Robert E. Mead as attorney-in-fact, with full power of
substitution, to sign on his behalf, individually and in such capacity stated
below, and to file any amendments, including post-effective amendments or
supplements to this Registration Statement.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ ROBERT E. MEAD Chairman of the Board and September 30, 1998
- ---------------------------------- Chief Executive Officer
Robert E. Mead (Principal Executive Officer)
/s/ SHARON K. BRAYFIELD Director and President September 30, 1998
- ----------------------------------
Sharon K. Brayfield
/s/ HARRY J. WHITE, JR. Chief Financial Officer September 30, 1998
- ---------------------------------- and Treasurer
Harry J. White, Jr. (Principal Financial and Accounting Officer)
/s/ MICHAEL A. JENKINS Director September 30, 1998
- ----------------------------------
Michael A. Jenkins
/s/ STUART MARSHALL BLOCH Director September 30, 1998
- ----------------------------------
Stuart Marshall Bloch
/s/ JAMES B. FRANCIS, JR. Director September 30, 1998
- ----------------------------------
James B. Francis, Jr.
</TABLE>
II-4
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
<S> <C>
5.1 Opinion of Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P.
10.1 1997 Stock Option Plan for Silverleaf Resorts, Inc. (incorporated by reference to Exhibit 10.3 filed with
Registrant's Registration Statement on Form S-1, File No. 333 - 24273)
10.2 First Amendment to 1997 Stock Option Plan for Silverleaf Resorts, Inc. (incorporated by reference to
Exhibit 4.1 filed with the Registrant's quarterly report on Form 10-Q for the period ended June 30, 1998)
23.1 Consent of Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P. (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (included as a part of Exhibit 5.1 hereof).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF MEADOWS, OWENS, COLLIER, REED, COUSINS & BLAU, L.L.P.]
September 30, 1998
Silverleaf Resorts, Inc.
1221 Riverbend Drive
Suite 120
Dallas, Texas 75247
RE: SILVERLEAF RESORTS, INC. -- COMMON STOCK, PAR VALUE $0.01 PER SHARE
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), which you intend to file with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of 1,600,000 shares of Common Stock,
par value $0.01 per share (the "Shares"), to be sold by Silverleaf Resorts,
Inc. (the "Company") under The 1997 Stock Option Plan, as amended, of
Silverleaf Resorts, Inc. (the "Plan"). We are familiar with the proceedings
undertaken in connection with the authorization, issuance and sale of the
Shares. Additionally, we have examined such questions of law and fact as we
have considered necessary or appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon issuance of the Shares under the terms of the
Plans and delivery and payment therefor of the consideration set forth in the
Texas Business Corporation Act at least equal to the aggregate par value of the
Shares issued, such Shares will be validly issued, fully paid and
nonassessable.
We consent to your filing this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
MEADOWS, OWENS, COLLIER,
REED, COUSINS & BLAU, L.L.P.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Silverleaf Resorts, Inc. on Form S-8 of our report dated February
24, 1998 (March 6, 1998 as to the last two paragraphs of Note 15), appearing in
the Annual Report on Form 10-K/A of Silverleaf Resorts, Inc. for the year ended
December 31, 1997 and to the reference to us under the heading "Experts" in the
Prospectus which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Dallas, Texas
September 30, 1998
