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UNITED STATES 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
Date of Report (Date of earliest event reported): December 22, 2000
KSL RECREATION GROUP, INC.
(Exact name of Registrant as specified in its charter)
Commission File Number 333-31025
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<S> <C>
Delaware 33-0747103
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(State or other jurisdiction of (IRS Employer ID Number)
incorporation or organization)
55-880 PGA Boulevard
La Quinta, California 92253
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(Address of principal executive offices) (Zip Code)
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760/564-8000
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(Registrant's telephone number, including area code)
N/A
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(Former name, address and fiscal year, if changed since last report)
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Page 1 of 183 pages
Exhibit Index is on Page 3
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Item 2. Acquisition or Disposition of Assets
On December 22, 2000, KSL Recreation Group, Inc. (the "Company"),
through a wholly-owned subsidiary, acquired certain assets and assumed
certain liabilities comprising the Arizona Biltmore Resort & Spa (the
"Property"), located in Phoenix, Arizona, pursuant to an agreement of
purchase and sale between Biltmore Hotel Partners, LLLP, an Arizona
limited liability limited partnership ("Seller"), and the Company
dated December 22, 2000 ("Agreement"). The Company, by unanimous
consent of the Board of Directors, approved and assigned the Agreement
and all rights, title, interest and obligations thereunder to a newly
formed, wholly-owned subsidiary of the Company, KSL Biltmore Resort,
Inc., a Delaware corporation. There is no relationship between the
Seller and the Company, nor with any associates or affiliates of the
Company.
The purchase price of the Property was $335.0 million (excluding
transaction costs of approximately $5.3 million and a working capital
purchase adjustment of $8.3 million). The Company financed the
acquisition with cash and debt issued under its Amended and Restated
Credit Agreement (as amended December 22, 2000) with various financial
institutions, Credit Suisse First Boston, The Bank of Nova Scotia and
Salomon Smith Barney. In addition, the Company assumed a mortgage of
$59.4 million, secured by the Property. The acquisition was accounted
for using the purchase method of accounting.
The Company intends to continue to operate the Property as a resort
hotel and spa.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Listed below are the financial statements, pro forma financial
information and exhibits, if any, filed as part of this report:
(a) Financial Statements
In accordance with Item 7(a) of Form 8-K, the Company is
required to provide financial statements of the acquired
business. Such financial statements shall be filed by
amendment to this Form 8-K no later than sixty (60) days
after the filing of this report.
(b) Pro Forma Financial Information
In accordance with Item 7(b) of Form 8-K, the Company is
required to provide pro forma financial information
reflecting the acquisition discussed in Item 2 above. Such
pro forma financial information shall be filed by amendment
to this Form 8-K no later than sixty (60) days after the
filing of this report.
(c) Exhibits
10.1 Agreement of purchase and sale between Biltmore Hotel
Partners, LLLP and KSL Biltmore Resort, Inc. dated
December 22, 2000
10.2 Amended and Restated Credit Agreement dated
December 22, 2000
99 News Release dated December 22, 2000
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
KSL RECREATION GROUP, INC.
By: /s/ Larry E. Lichliter
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Larry E. Lichliter
Executive Vice President
Date: January 8, 2001
