<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1998
REGISTRATION NO. 333-49065
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
AMENDMENT NO. 5
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
RAINTREE RESORTS INTERNATIONAL, INC.+
CR RESORTS CAPITAL, S. DE R. L. DE C. V.*
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
NEVADA 6552 76-0549149
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
10000 MEMORIAL DRIVE, SUITE 480
HOUSTON, TEXAS 77024
(713) 613-2800
(Address, including zip code, and telephone number including area code of
registrants' principal executive offices)
DOUGLAS Y. BECH
CHAIRMAN
10000 MEMORIAL DRIVE, SUITE 480
HOUSTON, TEXAS 77024
(713) 613-2800
(Name, address, including zip code, and telephone number, including area code of
agent for service)
Copies to:
JULIEN R. SMYTHE
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1900 PENNZOIL PLACE, SOUTH TOWER
711 LOUISIANA STREET
HOUSTON, TEXAS 77002
(713) 220-5800
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable following the effectiveness of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
100,000 Redeemable Senior
Notes, Series B, due
2004................... $100,000,000 100% $100,000,000 $29,500.00
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee.
---------------------
(+) Raintree Resorts International, Inc. changed its name from Club Regina
Resorts, Inc. on May 12, 1998.
(*) CR Resorts Capital, S. de R.L. de C.V., a subsidiary of Raintree Resorts
International, Inc., is a co-registrant, formed under the laws of the United
Mexican States (Mexican tax identification number CRC970811E5A).
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is empowered by Section 78.751 of the Nevada General
Corporation Law (the "NGCL"), subject to the procedures and limitations stated
therein, to indemnify any person who was or is a party 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,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director or officer, against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. In
accordance with Section 78.751, the Company must indemnify a director or officer
to the extent that the officer or director has been successful on the merits or
otherwise in defense of any action, suit or proceeding or in defense of any
claim, issue or matter against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense. The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under the articles of
incorporation, or any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The bylaws of the Company provide for indemnification
by the Company of its directors and officers to the fullest extent permitted by
the NGCL. In addition, the Company has provided in its Articles of Incorporation
that, to the fullest extent permitted by applicable law, no director or officer
shall be personally liable to the Company or stockholder for damages for breach
of fiduciary duty as a director or officer, except for act or omissions that
involve intentional misconduct, fraud, or a knowing violation of law or the
payment of dividends in violation of Section 78.300 of the NGCL.
The Company intends to obtain an insurance policy providing for
indemnification of officers and directors of the Company and certain other
persons against liabilities and expenses incurred by any of them in certain
stated proceedings and under certain stated conditions. The Company has entered
into separate indemnification agreements with each of its directors which may
require the Company, among other things, to indemnify such directors against
certain liabilities that may arise by reason of their status or service as
directors to the maximum extent permitted under Nevada law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
The following instruments and documents are included as Exhibits to this
Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<C> <S>
1.1* -- Purchase Agreement, dated November 26, 1997, among the
Issuers and the Initial Purchaser.
3.1* -- Amended and Restated Articles of Incorporation of
Raintree Resorts International, Inc., formerly known as
Club Regina Resorts, Inc. ("RRI US"), dated August 12,
1997.
3.2* -- Articles of Incorporation of C.R. Resorts Capital, S. de
R.L. de C.V., dated August 11, 1997 (English Translation
which includes by-laws).
3.3* -- By-Laws of Raintree Resorts International, Inc., formerly
known as Club Regina Resorts, Inc., effective April 15,
1997.
3.4* -- Certificate of Designations of Class A Redeemable
Convertible Preferred Stock of RRI US.
</TABLE>
II-1
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
3.5* -- Certificate of Amendment to the Amended and Restated
Articles of Incorporation of Club Regina Resorts, Inc.,
changing the name to Raintree Resorts International,
Inc., dated May 12, 1998.
4.1* -- Indenture (including Forms of Registered Note and
Outstanding Note), dated December 5, 1997, among the
Issuers and IBJ Schroder Bank & Trust Company.
4.2* -- Series B Warrant Agreement (including form of warrant),
dated December 5, 1997, between RRI US and Jefferies &
Company, Inc. (Initial Purchaser).
4.3* -- Warrant Agreement (including form of warrant), dated
December 5, 1997, between RRI US and the Warrant Agent.
5.1* -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
5.2* -- Opinion of Santamarina y Steta, S.C.
8.1( -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
8.2* -- Opinion of Santamarina y Steta, S.C.
10.1* -- Second Amended and Restated Stock Purchase Agreement,
dated August 18, 1997, by and among Bancomer, RRI US,
Desarrollos Turisticos Bancomer, S.A. de C.V. and CR
Hotel Acquisition Company, L.L.C.
10.2* -- Cross Indemnity Agreement, dated August 18, 1997 by and
among Bancomer, RRI US and others named therein.
10.3* -- Post-Closing Agreement, dated August 19 ,1997, by and
among Bancomer, RRI US and others named therein.
10.4* -- Asset Management Agreement, dated August 18, 1997, by and
among Starwood Lodging Corporation and RRI US.
10.5* -- Form of Operating Agreement by and among Starwood and
subsidiaries of RRI US (English translation).
10.6* -- Warrant Shares Registration Rights Agreement, dated
December 5, 1997, between RRI US and the Initial
Purchaser.
10.7* -- A/B Exchange Registration Rights Agreement, dated
December 5, 1997, among the Issuers and the Initial
Purchaser.
10.8* -- Series B Warrant Registration Rights Agreement, dated
December 5, 1997, between RRI US and the Initial
Purchaser.
10.9* -- 1997 Non-Employee Directors' Stock Option Plan.
10.10* -- Form of Indemnity Agreement.
10.11* -- Form of Registration Rights Agreement, by and among RRI
US and stockholders of RRI US.
10.12* -- Form of Shareholders Agreement, by and among RRI US and
stockholders of RRI US.
10.13* -- 1997 Long-Term Incentive Plan.
10.14* -- Tax Allocation Agreement dated August 18, 1997, by and
among Starwood Lodging Corporation and RRI US.
10.15* -- Agreement dated May 20, 1996 by and among Starwood
Capital Group, L.L.C., RRI US and Raintree Capital
Company, LLC.
10.16* -- Agreement dated May 20, 1996 by and among SLT Realty
Limited Partnership, RRI US and Raintree Capital Company,
LLC.
12.1* -- Statements re Computation of Ratios.
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
21.1* -- List of Subsidiaries of RRI US.
23.1* -- Consent of Akin, Gump (included in Exhibit 5.1).
23.2* -- Consent of Santamarina y Steta, S.C. (included in Exhibit
5.2).
23.3* -- Consent of Ernst & Young LLP.
25.1* -- Statement of Eligibility and Qualification on Form T-1
under the Trust Indenture Act of 1939, made by the
Trustee under the Indenture.
25.2* -- Report of Financial Condition of Trustee (included as
Exhibit T-1.6 to Statement of Eligibility filed as
Exhibit -- 25.1).
27.1* -- Financial Data Schedule.
99.1* -- Form of Letter of Transmittal for Exchange Offer.
</TABLE>
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* previously filed
( filed herewith
(b) Financial Statement Schedules:
None. All Schedules are omitted because the required information is not
present in amounts sufficient to require submission of the Schedule or because
the information required is included in the financial statements or notes
thereto.
ITEM 22. UNDERTAKINGS
A. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the company 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 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 company 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 Company 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.
B. The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
C. The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrants
have duly caused this Registration Statement or Amendment to be signed on their
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
the State of Texas, on July 8, 1998.
RAINTREE RESORTS INTERNATIONAL, INC.
By: /s/ DOUGLAS Y. BECH
------------------------------------
Douglas Y. Bech
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DOUGLAS Y. BECH Chairman (principal executive July 8, 1998
- ----------------------------------------------------- officer)
Douglas Y. Bech
* President and Chief Operating July 8, 1998
- ----------------------------------------------------- Officer
John McCarthy
* Senior Vice President -- Finance July 8, 1998
- ----------------------------------------------------- and Accounting (principal
George Stroesenreuther accounting officer)
* Director July 8, 1998
- -----------------------------------------------------
Christopher Allick
* Director July 8, 1998
- -----------------------------------------------------
Christel DeHaan
* Director July 8, 1998
- -----------------------------------------------------
Walker Harman
* Director July 8, 1998
- -----------------------------------------------------
Merrick Kleeman
* Director July 8, 1998
- -----------------------------------------------------
Thomas Powers
*By: /s/ DOUGLAS Y. BECH
-------------------------------------------------
(Douglas Y. Bech)
(Attorney-in-fact for persons indicated)
</TABLE>
II-4
<PAGE> 6
CR RESORTS CAPITAL, S. DE R.L. DE
C.V.
By: /s/ DOUGLAS Y. BECH
----------------------------------
Douglas Y. Bech, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chairman of the Board of Managers July 8, 1998
- ----------------------------------------------------- (principal executive officer)
John McCarthy
/s/ DOUGLAS Y. BECH Secretary and Manager July 8, 1998
- -----------------------------------------------------
Douglas Y. Bech
* Senior Vice President -- Finance July 8, 1998
- ----------------------------------------------------- and Accounting (principal
George Stroesenreuther accounting officer)
*By: /s/ DOUGLAS Y. BECH
-------------------------------------------------
(Douglas Y. Bech)
(Attorney-in-fact for persons indicated)
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
1.1* -- Purchase Agreement, dated November 26, 1997, among the
Issuers and the Initial Purchaser.
3.1* -- Amended and Restated Articles of Incorporation of
Raintree Resorts International, Inc., formerly known as
Club Regina Resorts, Inc. ("RRI US"), dated August 12,
1997.
3.2* -- Articles of Incorporation of CR Resorts Capital, S. de
R.L. de C.V., dated August 11, 1997 (English Translation
which includes by-laws).
3.3* -- By-Laws of Raintree Resorts International, Inc. formerly
known as Club Regina Resorts, Inc., effective April 15,
1997.
3.4* -- Certificate of Designations of Class A Redeemable
Convertible Preferred Stock of RRI US.
3.5* -- Certificate of Amendment to the Amended and Restated
Articles of Incorporation of Club Regina Resorts, Inc.,
changing the name to Raintree Resorts International,
Inc., dated May 12, 1998.
4.1* -- Indenture (including Forms of Registered Note and
Outstanding Note), dated December 5, 1997, among the
Issuers and IBJ Schroder Bank & Trust Company.
4.2* -- Series B Warrant Agreement (including form of warrant),
dated December 5, 1997, between RRI US and Jefferies &
Company, Inc. (Initial Purchaser).
4.3* -- Warrant Agreement (including form of warrant), dated
December 5, 1997, between RRI US and the Warrant Agent.
5.1* -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
5.2* -- Opinion of Santamarina y Steta, S.C.
8.1( -- Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
8.2* -- Opinion of Santamarina y Steta, S.C.
10.1* -- Second Amended and Restated Stock Purchase Agreement,
dated August 18, 1997, by and among Bancomer, RRI US,
Desarrollos Turisticos Bancomer, S.A. de C.V. and CR
Hotel Acquisition Company, L.L.C.
10.2* -- Cross Indemnity Agreement, dated August 18, 1997 by and
among Bancomer, RRI US and others named therein.
10.3* -- Post-Closing Agreement, dated August 19 ,1997, by and
among Bancomer, RRI US and others named therein.
10.4* -- Asset Management Agreement, dated August 18, 1997, by and
among Starwood Lodging Corporation and RRI US.
10.5* -- Form of Operating Agreement by and among Starwood and
subsidiaries of RRI US (English translation).
10.6* -- Warrant Shares Registration Rights Agreement, dated
December 5, 1997, between RRI US and the Initial
Purchaser.
10.7* -- A/B Exchange Registration Rights Agreement, dated
December 5, 1997, among the Issuers and the Initial
Purchaser.
10.8* -- Series B Warrant Registration Rights Agreement, dated
December 5, 1997, between RRI US and the Initial
Purchaser.
10.9* -- 1997 Non-Employee Directors' Stock Option Plan.
10.10* -- Form of Indemnity Agreement.
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
10.11* -- Form of Registration Rights Agreement, by and among RRI
US and stockholders of RRI US.
10.12* -- Form of Shareholders Agreement, by and among RRI US and
stockholders of RRI US.
10.13* -- 1997 Long-Term Incentive Plan.
10.14* -- Tax Allocation Agreement dated August 18, 1997, by and
among Starwood Lodging Corporation and RRI US.
10.15* -- Agreement dated May 20, 1996 by and among Starwood
Capital Group, L.L.C., RRI US and Raintree Capital
Company, LLC.
10.16* -- Agreement dated May 20, 1996 by and among SLT Realty
Limited Partnership, RRI US and Raintree Capital Company,
LLC.
12.1* -- Statements re Computation of Ratios.
21.1* -- List of Subsidiaries of RRI US.
23.1* -- Consent of Akin, Gump (included in Exhibit 5.1).
23.2* -- Consent of Santamarina y Steta, S.C. (included in Exhibit
5.2).
23.3* -- Consent of Ernst & Young LLP.
25.1* -- Statement of Eligibility and Qualification on Form T-1
under the Trust Indenture Act of 1939, made by the
Trustee under the Indenture.
25.2* -- Report of Financial Condition of Trustee (included as
Exhibit T-1.6 to Statement of Eligibility filed as
Exhibit -- 25.1).
27.1* -- Financial Data Schedule.
99.1* -- Form of Letter of Transmittal for Exchange Offer.
</TABLE>
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* previously filed
( filed herewith
<PAGE> 1
EXHIBIT 8.1
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
June 10, 1998
Raintree Resorts International, Inc.
10000 Memorial Drive, Suite 480
Houston, Texas 77024
Dear Sir or Madam:
We are acting as counsel to Raintree Resorts International, Inc., a
Nevada corporation ("RRI US"). RRI US and CR Resorts Capital S. de R.L. de
C.V., a Mexican indirect subsidiary of RRI US ("CR Mexico" and, together with
RRI US the "Issuers") propose to file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "1933 Act"), a
registration statement on Form S-4 (Form No. 333-49065) (the "Registration
Statement") with respect to the registration of its 13% Redeemable Senior Notes
due 2004, Series B (the "Registered Notes") in connection with the Issuer's
offer to exchange $1,000 principal amount of its Registered Notes for each
$1,000 principal amount of their outstanding 13% Redeemable Senior Notes due
2004, Series A, of which $100.0 million principal amount is outstanding, as
required by the Registration Rights Agreement and the Indenture. In addition,
the Issuers have prepared, and we have reviewed, a prospectus which is
contained in and made a part of the Registration Statement (the "Prospectus").
In rendering the opinion set forth below we have relied upon the facts stated
in the Prospectus and upon such other documents as we have deemed appropriate,
including representations of RRI US referred to in the Prospectus. Undefined
capitalized terms are defined in the Registration Statement.
The following opinion is based on the provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), regulations promulgated under
the Code, judicial authority and current published revenue rulings and
procedures, all as of the date of this letter, and all of which may change at
any time. Any change in the relevant law could change our conclusions and
render our opinion inapplicable. This opinion represents our best legal
judgment and has no binding effect on the Internal Revenue Service (the "IRS")
or any court. Accordingly, no assurance can be given that the IRS or a court
would concur with the conclusions reached herein.
<PAGE> 2
EXHIBIT 8.1
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
Raintree Resorts International, Inc.
June 10, 1998
Page 2
Based on and subject to the foregoing, it is our opinion that an
exchange of Outstanding Notes for Registered Notes pursuant to the Exchange
Offer will not constitute a material modification of the terms of Outstanding
Notes. Thus, pursuant to the Exchange Offer U.S. holders of the Notes will
not recognize taxable gain or loss upon the exchange of the Notes for the
Registered Notes. Fur purposes of determining gain or loss upon the subsequent
sale of exchange of the Notes, a Holder's basis in the Notes should be the same
as such Holder's basis in Registered Notes exchanged therefor. In addition,
Holders should be considered to have held the Notes from the time of the
original acquisition of the Registered Notes.
The opinion is furnished to you for use in connection with the
Registration Statement and may be relied upon by U.S. holders of Outstanding
Notes in connection with the exchange of the Outstanding Notes for Exchange
Notes pursuant to the Exchange Offer. Except as specifically provided in the
previous sentence, this opinion may not be used for any other purpose without
our prior written consent. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to this firm under
the caption "Legal Maters" in the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the 1933 Act.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
/s/ Akin, Gump Strauss, Hauer & Feld, L.L.P.
