As filed with the Securities and Exchange Commission on June 8, 2000
Registration No. 333-
===============================================================================
Securiities Exchange Commission
Washington, D.C. 20549
-----------------------------------
Form S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------------------
Raintree Resorts International, Inc.
(Exact name of registrant as specified in its charter)
Nevada 6552 76-0549149
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or organization) Industrial Identification
Classification Code) No.)
George E. Aldrich
Vice President - Finance and Accounting
10000 Memorial Drive, Suite 480 Raintree Resorts International, Inc.
Houston, Texas 77024 10000 Memorial Drive, Suite 480
(713)613-2800 Houston, Texas 77024
(713)613-2800
(Address, including zip code, and (Name, address, including zip code, and
telephone number, including area telephone number, including area code
code, of registrant's principal of agent for service)
executive offices)
================================
Copies to:
Robert V. Jewell, Esq.
Andrews & Kurth L.L.P.
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4358
================================
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant 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 this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Proposed Maximum
Each Class of Proposed Maximum Aggregate Amount of
Securities to Amount to Offering Price Offering Registration
be Registered Be Registered Per Unit (2) Price (2) Fee (2)
------------- ------------- ---------------- --------------- ------------
Common Stock (1) 1,869,962 $.01 $18,700 $5.00
================================================================================
(1) Includes (i) up to 1,869,962 shares of common stock issuable upon exercise
if common stock purchase warrants and (ii) an indeterminate number of
additional shares of common stock as may from time to time become issuable
upon exercise of the warrants by reason of stock splits, stock dividends
and other similar transactions, which shares are registered hereunder
pursuant to Rule 416 under the Securities Act.
(2) The Registration Fee has been calculated pursuant to Rule 457(g) based on
the exercise price of the warrants of $.01 per share.
<PAGE>
We will amend and complete the information in this prospectus. Although we are
permitted by U.S. Federal Securities laws to offer these securities using this
prospectus, we may not sell them or accept your offer to buy them until the
documentation filed with the SEC relating to these securities has been declared
effective by the SEC. This prospectus is not an offer to sell these securities
or our solicitation of your offer to buy these securities in any jurisdiction
where that would not be permitted or legal.
Subject to Completion, June 8, 2000
Prospectus , 2000
Shares
Raintree Resorts International, Inc.
Common Stock
Raintree Resorts International, Inc.:
* Our business consists of the development, marketing and operation of
luxury vacation ownership resorts located across North America.
* Raintree Resorts International, Inc. 10000 Memorial Drive, Suite 480
Houston, Texas 77024 (713) 613-2800
Trading Markets:
* Our common stock is not currently traded on any national market or
exchange.
The Offering:
* This prospectus relates to the issuance of up to 1,869,962 shares of our
common stock upon exercise of warrants to purchase shares of our common
stock. The warrants are exercisable at $.01 per share. The exercise price
for the warrants is payable (i) in cash,(ii) by surrender of 13% Senior
Notes due 2004 having an aggregate principal amount equal to the exercise
price or (iii) by surrender of warrants having a fair market value equal to
the exercise price. The warrants expire on December 1, 2004.
This investment involves risk. See "Risk Factors" on page 2.
-------------------------------
Neither the SEC nor any state securities commission has approved or disapproved
of these securities or determined this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
-------------------------------
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
THE COMPANY...................................................................................... ...........1
COMMON STOCK.................................................................................................1
RISK FACTORS.................................................................................................2
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995......................................................7
USE OF PROCEEDS..............................................................................................8
WHERE YOU CAN FIND MORE INFORMATION..........................................................................8
PLAN OF DISTRIBUTION........................................................................................10
LEGAL MATTERS...............................................................................................10
EXPERTS.....................................................................................................10
</TABLE>
<PAGE>
THE COMPANY
General
We are a leading developer, marketer and operator of luxury vacation
ownership resorts across North America with resorts in Mexico, the United States
and Canada. We believe that by positioning ourselves in the luxury segment of
the vacation ownership market and offering flexible ownership alternatives and
membership benefits, we are able to capitalize on the increasing acceptance of
vacation ownership by high income consumers who desire larger and more luxurious
vacation accommodations than generally available at upscale hotels. Depending on
the resort, we offer weekly intervals that provide use by or ownership of weekly
intervals ("Weekly Intervals"), and fractional fee simple property interests
typically of two to five week periods ("Fractional Interests"). Our resorts are
located in popular beach, mountain and golf destinations, including Cancun, Los
Cabos, Puerto Vallarta and Acapulco in Mexico, Whistler in British Columbia,
Jackson Hole in Wyoming and Palm Springs, California. Our future plans also
include the development of a resort on ocean-front property we own adjacent to
our resort in Los Cabos and on ocean-front property we own in Cozumel as well as
other locations in the United States, with focus primarily in the western
regions of the United States. The Mexican resorts operate under the name "Club
Regina," the Whistler location operates under the name "Whiski Jack Resorts",
the Jackson Hole resort is called "The Teton Club" and the Palm Springs resort
operates under the name "Cimarron Resorts." Unless otherwise noted, all resorts
are referred to as "Raintree Resorts."
We market two types of vacation ownership interests in resorts which we
own, control, or manage, Weekly Intervals and Fractional Interests (together,
"Vacation Intervals"). Weekly Intervals provide owners the assurance of luxury
accommodations in an efficiency, one- or two-bedroom, fully-furnished vacation
unit for one week annually, representing an attractive alternative to hotel and
lodging accommodations. Owners of Weekly Intervals also receive convenient
check-in and check-out services, full-scale patron restaurants and bars, routine
maid and room service, recreational facilities, health clubs, spas and a
complete range of other personal services. Fractional Interests provide owners a
deeded interest to two- or three-bedroom, fully-furnished vacation residences
for multiple weeks and are an attractive, convenient, lower-cost alternative to
"second home" ownership. Fractional Interests will include most of the amenities
described above and many additional personalized conveniences such as equipment
and clothing storage, pre-arrival shopping services, on-site transportation,
concierge services for a variety of activities and events, ski passes and golf
club memberships or preferred tee times, and maintenance and security services.
Our principal executive offices are located at 10000 Memorial Drive, Suite
480, Houston, Texas 77024, and our telephone number at that address is (713)
613-2800.
COMMON STOCK
The holders of our common stock are each entitled to one vote for each
share held on all matters to which they are entitled to vote, including the
election of directors. Cumulative voting for the election of directors is not
permitted. Any director, or the entire board of directors, may be removed at any
time by 66 2/3% of the aggregate number of votes that may be cast by the holders
of outstanding shares of common stock entitled to vote for the election of
directors.
1
<PAGE>
Subject to the rights of any then outstanding shares of preferred stock,
the holders of our common stock are entitled to such dividends as may be
declared in the discretion of the board of directors out of funds legally
available therefor. Holders of common stock are entitled to share ratably in our
net assets upon liquidation after payment or provision for all liabilities and
any preferential liquidation rights of any preferred stock then outstanding. The
holders of common stock have no preemptive rights to purchase shares of our
common stock. Shares of common stock are not subject to any redemption
provisions and are not convertible into any other of our securities. All
outstanding shares of our common stock are fully paid and nonassessable.
RISK FACTORS
You should consider carefully the following risk factors in addition to the
other information in this prospectus before making an investment in our common
stock. Investing in our common stock involves a high degree of risk. Any of the
following risks could seriously harm our business and could result in a complete
loss of your investment.
Our limited inventory could adversely affect us.
We believe that our remaining developed inventory of Vacation Intervals in
Mexico will be sold in slightly over one year. In Jackson Hole, it is expected
that sell-out of The Teton Club will occur by 2002. In Palm Springs, operations
have only recently begun and when fully developed, it is expected that sales and
marketing for the Cimarron Resort will continue for six to eight years. In
Whistler, the Whiski Jack Resorts generally acquires inventory in the secondary
markets as market demand dictates. There can be no assurance that we will be
able to implement our internal growth and acquisition strategy successfully and
thereby increase our inventory of Vacation Intervals. If we are unable to
acquire or develop additional inventory, our business, results of operations,
and financial condition could be materially adversely affected.
Our high level of debt may adversely affect our business and make it difficult
to secure additional financing, if needed.
To achieve profitable operations, we are dependent on a number of factors,
including our ability to reduce our debt service requirements, our ability to
increase our Vacation Interval inventory through development projects and the
acquisition of existing resort properties and our ability to continually sell
Vacation Intervals on an economical basis, taking into account the cost of those
intervals and related marketing and selling expenses. We expect that our
existing credit capacity combined with additional credit capacity which must be
negotiated during 2000 will be sufficient to enable us to meet our debt service
obligations, including interest payments on our Senior Notes through the first
quarter of 2001. We also expect to be able to fund capital requirements from our
future operations and from anticipated capital project financings which have not
yet been negotiated. However, should we not achieve the anticipated level of
operating results during 2000 or not be able to successfully negotiate
additional credit capacity, there is no assurance that we would be able to meet
all of our debt service obligations. Our level of indebtedness will have several
important effects on our future operations, and could have important
consequences to the holders of our common stock, including, without limitation:
* a substantial portion of our cash flow from operations must be
dedicated to the payment of interest and principal on our
indebtedness;
* covenants contained in the indenture governing our Senior Notes and
the loans and credit agreements with Bancomer, FINOVA, and Textron
will require us to meet certain financial
2
<PAGE>
tests, and other restrictions will limit our ability to pay dividends,
borrow additional funds or to dispose of assets, and may effect our
flexibility in planning for, and reacting to, changes in our business,
including possible acquisition activities;
* our leveraged position will substantially increase our vulnerability
to adverse changes in general economic, industry and competitive
conditions;
* our ability to obtain additional financing for working capital,
capital expenditures, acquisitions, general corporate and other
purposes may be limited; and
* in the event we are subject to a change of control, we may be required
to purchase all of our outstanding Senior Notes at 101% of the
principal amount of the Senior Notes plus any accrued and unpaid
interest thereon, and certain additional interest, if any, to the date
of purchase.
The exercise by the holders of the Senior Notes of their rights to require
us to offer to purchase Senior Notes upon a change of control could also cause a
default under our other indebtedness, even if the change of control itself does
not, because of the financial effect of such purchase on us. Our ability to meet
our debt service obligations and to reduce our total indebtedness will be
dependent upon our future performance, which will be subject to general
economic, industry and competitive conditions and to financial, business and
other factors affecting our operations, many of which are beyond our control. If
we are unable to generate sufficient cash flow from operations in the future to
service our debt, we may be required to seek additional financing in the debt or
equity markets, to refinance or restructure all or a portion of our
indebtedness, including the Senior Notes, to sell selected assets, or to reduce
or delay planned capital expenditures.
We may not be able to successfully implement or manage our intended growth
through acquisitions.
We intend to grow primarily through the development and acquisition of
additional resorts. Our future growth and financial success will depend upon a
number of factors, including our ability to identify attractive resort
acquisition opportunities, consummate the acquisitions of those resorts on
favorable terms, convert those resorts to use as vacation ownership resorts and
profitably sell Vacation Intervals at those resorts. If the vacation ownership
industry continues to consolidate, increased competition for acquisition
candidates may develop such that there may be fewer acquisition opportunities
available to us as well as higher purchase prices. There can be no assurance
that we will be able to finance, identify, acquire or profitably manage
additional businesses, or successfully integrate acquired businesses into our
business without substantial costs, delays or other operational or financial
problems. Further, acquisitions involve a number of special risks, including:
* possible adverse effects on our operating results;
* diversion of management's attention;
* lack of local market knowledge and experience;
* inability to hire, train and retain key acquired personnel;
* inability to secure sufficient marketing relationships with local
hospitality, retail and tourist attraction operators;
* risks associated with unanticipated events or liabilities; and
3
<PAGE>
* adverse changes in zoning laws, changes in real estate taxes and other
operating expenses, some or all of which could have a material adverse
effect on our business, financial condition and results of operations.
Customer dissatisfaction or performance problems at a single acquired company
could have an adverse effect on our reputation and render ineffective our sales
and marketing initiatives.
In addition, as we expand our resort locations to resorts catering to snow
skiing, golf, hiking, fishing and other pursuits, we plan to market additional
Vacation Intervals available to existing members. There can be no assurance that
we will be able to implement such marketing programs on an economic basis, if at
all. Finally, there can be no assurance that we or other businesses acquired in
the future will achieve anticipated revenues and earnings.
We may not be able to successfully implement our intended growth through
expansion.
We intend to construct, redevelop, convert and expand additional resorts as
described in our Annual Report on Form 10-K for the year ended December 31,
1999, which is incorporated herein by reference. There can be no assurance that
we will complete our expansion plans or undertake to develop other resorts or
complete such development if undertaken. Risks associated with our development,
construction and redevelopment/conversion activities may include the risks that:
* acquisition and/or development opportunities may be abandoned;
* construction costs of a property may exceed original estimates,
possibly making the resort uneconomical or unprofitable;
* sales of Vacation Intervals at a newly completed property may be
insufficient to make the property profitable;
* financing may not be available on favorable terms for the development
or the continued sales of Vacation Intervals at a property;
* construction may not be completed on schedule, resulting in decreased
revenues and increased interest expense; and
* borrowing capacity may be limited by our existing indebtedness.
In addition, our construction activities will typically be performed by
third-party contractors, the timing, quality and completion of which we will be
unable to control. Furthermore, construction claims may be asserted against us
for construction defects and those claims may give rise to liabilities. New
development activities, regardless of whether they are ultimately successful,
typically require a substantial portion of management's time and attention.
Development activities are also subject to risks relating to our inability to:
* obtain, or avoid delays in obtaining, all necessary zoning, land-use,
building, occupancy and other required governmental permits and
authorizations;
* coordinate construction activities with the process of obtaining such
permits and authorizations; and
* obtain the financing necessary to complete the necessary acquisition,
construction, and/or conversion work.
4
<PAGE>
In addition, local laws may impose liability on property developers with
respect to construction defects discovered, or repairs made by future owners of
that property. Pursuant to those laws, future owners may recover from us amounts
in connection with any repairs made to the developed property. Finally, to the
extent we elect to develop properties adjacent to luxury hotels to provide
members with service offered to guests of those hotels, we will need to
negotiate the terms by which those hotels would provide services to us and to
our members. There can be no assurance that we will be able to negotiate those
terms on a basis that is favorable to us.
Regulations imposed by foreign jurisdictions may impact our business.
We have recently expanded our business, including Vacation Interval
marketing and sales and acquisition and development of additional resorts
outside of Mexico. These activities are subject to extensive regulation by the
applicable jurisdictions in which our resort properties are located and in which
Vacation Intervals are or are to be marketed and sold. While we will continue to
use our best efforts to be in material compliance with all foreign laws and
regulations to which we may become subject, no assurance can be given that the
cost of qualifying under vacation interval ownership regulations and other
regulations in any jurisdiction in which we desire to conduct sales and operate
our business would not be significant. Any failure to comply with applicable
laws or regulations could have a material adverse effect on us.
Our business is substantially dependent on the Mexican economy. Any adverse
economic, political or social developments in or affecting Mexico could
negatively impact our business.
Many of our resorts are located in Mexico, a significant percentage of the
owners of Weekly Intervals are Mexican nationals and most of our sales offices
are currently located in Mexico. As a result, our financial condition and
results of operations are greatly affected by the strength of the Mexican
economy. Future declines in the gross domestic product of Mexico, continued high
rates of inflation in Mexico or other adverse economic developments in or
affecting Mexico or other emerging market countries could have a generally
adverse effect on the Mexican economy, which could result in a material adverse
effect on our business, results of operations, financial condition, ability to
obtain financing and prospects and on the market price of our securities. In
addition, the value of our securities are, to a varying degree, influenced by
economic and market conditions in other emerging market countries. Although
economic conditions are different in each country, investors' reactions to
developments in one country may have effects on the securities of issuers in
other countries. There can be no assurance that the trading price of our common
stock will not be adversely affected by events elsewhere, especially in emerging
market countries.
The Mexican government has exercised, and continues to exercise,
significant influence over the Mexican economy. Accordingly, Mexican
governmental actions resulting in any change in Mexico's economic policies could
have a material adverse effect on our business, results of operations, financial
condition, ability to obtain financing and prospects. There can be no assurance
that any economic plan of the Mexican government will achieve its stated goals
or the improvement of the Mexican economy will continue in future periods.
Additionally, the future performance of the Mexican economy may be
adversely affected by political instability in Mexico. Presidential elections
are scheduled to be held on July 2, 2000 and the electoral environment may
adversely affect or slow down the economy and our business in Mexico.
Additionally, in the past, small revolutionary groups have initiated attacks in
various parts of Mexico, adversely affecting Mexico's foreign exchange and
securities markets. No assurance can be given that similar attacks in the future
by any insurgent group will not have a similar, or worse, effect on such
markets.
5
<PAGE>
We are exposed to foreign currency and exchange rate risk.
The value of the peso has been subject to significant fluctuations with
respect to the U.S. dollar in the past and may be subject to significant
fluctuations in the future. No assurance can be given that the peso will not
further depreciate in value relative to the U.S. dollar in the future.
The Mexican economy has suffered balance of payment deficits and shortages
in foreign exchange reserves in the past. The Mexican government does not
currently restrict the ability of Mexican or foreign persons or entities to
convert pesos to U.S. dollars, but it does exercise some degree of control over
foreign currency markets, and no assurance can be given that the Mexican
government will not institute a restrictive exchange control policy in the
future. Any such restrictive exchange control policy could adversely affect our
ability to convert dividends or other payments received in pesos into U.S.
dollars, and could also have a material adverse effect on our business and
financial condition.
We are subject to seasonal influences which may materially adversely affect our
business.
The Mexican and Canadian vacation ownership industry in general tends to
follow seasonal buying patterns with peak sales occurring during the peak
travel/tourism seasons, usually December through April and July and August. Our
Mexican resorts are visited more frequently by American tourists in the December
through April season while Mexican tourists tend to travel to these destinations
more frequently during the summer months. The timing of these purchases,
however, may be effected by weather conditions and general and local economic
conditions. Seasonality influences could have a material adverse effect on our
operations.
Our business is particularly vulnerable to any downturn in general economic
conditions.
Any downturn in economic conditions or any price increases related to the
travel and tourism industry could depress discretionary consumer spending and
have a material adverse effect on our business. The vacation ownership industry
is especially sensitive to such an economic downturn, and because our operations
are conducted almost entirely within the vacation ownership industry, any such
downturn could subject us to adverse changes such as an oversupply of vacation
ownership units, a reduction in demand for vacation ownership units, changes in
travel and vacation patterns, changes in governmental regulations of the
vacation ownership industry, increases in construction costs or taxes and
negative publicity, and could have a material adverse effect on our operations.
Any such economic conditions, including recessions, may also adversely affect
the future availability of attractive financing for us or our customers and may
materially adversely affect our business, financial condition and results of
operations. Furthermore, adverse changes in general economic conditions may
adversely affect our ability to collect the Vacation Interval receivables.
If we fail to take advantage of sales leads generated at our off-site sales
offices and other locations, we will have difficulty attracting new customers.
We depend on sales leads generated from guests of our co-located hotels,
other local offices, theme stores, real estate agents and off-site offices. With
respect to off-site offices, as the number of potential customers in the
geographic area of a sales office who have attended a sales presentation
increases, we may experience increasing difficulty in attracting additional
potential customers to a sales presentation at that office and it may become
increasingly difficult for us to maintain current sales levels at our existing
sales offices. Accordingly, we anticipate that a substantial portion of our
future sales growth will depend on opening additional off-site sales offices
which may be subject to local taxes and compliance with additional registration
and other requirements. There can be no assurance, however, that sales from
existing or new off-site sales offices will meet our expectations. If we do not
open additional sales offices or if existing or new sales offices do not perform
as expected, our business, results of operations and financial condition could
be materially adversely affected.
6
<PAGE>
The vacation, lodging and hospitality industries are highly competitive.
We are subject to significant competition from other entities engaged in
the business of resort development, sales and operation, including vacation
interval ownership, condominiums, hotels and motels. Some of the world's most
recognized lodging, hospitality and entertainment companies have begun to
develop and sell vacation intervals in resort properties. Major companies that
now operate or are developing or planning to develop vacation ownership resorts
include Marriott International, Inc., The Walt Disney Company, Hilton Hotels
Corporation, Hyatt Corporation, Four Seasons Hotels & Resorts, Inc.,
Intercontinental Hotels and Resorts, Inc., Westin, and Cardinal Cruise Lines. In
addition, other publicly-traded companies in the vacation ownership industry,
such as Sunterra Resorts, Inc., Trendwest Resorts, Inc., Bluegreen Corp., and
SilverLeaf, Inc. currently compete, or may compete, with us. We believe that the
fractional interest segment of the vacation ownership market is highly
fragmented and, although no major competitors currently exist, includes such
smaller competitors as Franz Klammer Lodge in Telluride, Resort Quest
International, Inc. and America Skiing Corporation, which sells one-quarter
share interests in vacation homes at certain of its ski locations. Many of these
entities possess significantly greater financial, marketing and other resources
than us. We believe that recent and potential future consolidation in the
vacation interval industry will increase industry competition.
An assertion that the independent contractors comprising a portion of our sales
force are actually employees could have a material adverse affect on our
business.
A portion of our sales force has been comprised of independent contractors.
From time to time, U.S., Mexican and Canadian federal, state and provincial
authorities have asserted that independent contractors are employees, rather
than independent contractors. If, as a result of any such assertion we were
required to pay for and administer added benefits and taxes related to the time
those persons have been classified as independent contractors, our operating
costs would increase.
We are not insured against certain natural disasters.
Our resorts may be subject to hurricanes, earthquakes and adverse weather
patterns such as "El Nino" and damages as a result thereof. There are certain
types of losses for which we do not have insurance coverage because they are
either uninsurable or not economically insurable. Should an uninsured loss or a
loss in excess of insured limits occur, we could lose our capital invested in a
resort, as well as the anticipated future revenues from such resort and would
continue to be obligated on any mortgage indebtedness or other obligations
related to the property. Any such loss could have a material adverse effect on
our financial condition and operations.
There is no public market for our common stock and we cannot guarantee that an
active trading market will ever exist.
There is no public trading market for our common stock and we do not
anticipate such a public market developing in the near term. As a result, the
liquidity of your investment in our common stock will be severely restricted.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This prospectus contains or incorporates by reference forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Where any such forward-looking statement includes a statement of the
assumptions or bases underlying such forward-looking statement, we caution that,
while such assumptions or bases are believed to be reasonable and are made in
good faith, assumed facts or bases almost always vary from the actual results,
and the differences between
7
<PAGE>
assumed facts or bases and actual results can be material, depending upon the
circumstances. Where, in any forward-looking statement, we or our management
express an expectation or belief as to future results, such expectation or
belief is expressed in good faith and is believed to have a reasonable basis,
but there can be no assurance that the statement of expectation or belief will
result or be achieved or accomplished. The words "believe," "expect,"
"estimate," "anticipate" and similar expressions may identify forward-looking
statements.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the securities
offered by this prospectus, but will pay all expenses related to the
registration of the securities. The proceeds, if any, received from the exercise
of the warrants will be used for general corporate purposes.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, as amended, and its rules and regulations. This means that we file
reports, proxy and information statements and other information with the
Securities and Exchange Commission. The reports, proxy and information
statements and other information that we file can be read and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, Northwest, Washington, DC 20549; and at the Commission's regional
offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and at Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of
this material can also be obtained from the Commission at prescribed rates
through its Public Reference Section at 450 Fifth Street, Northwest, Washington,
DC 20549. The Commission maintains a Web site that contains the reports, proxy
and information statements and other information that we file electronically
with the Commission and the address of that Web site is http://www.sec.gov.
The SEC allows us to 'incorporate by reference" information into this
document. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be part of this document, except for
information that is superseded by information that is included directly in this
document. We incorporate by reference the documents listed below that we have
previously filed with the SEC. They contain important information about our
company and its financial condition.
(a) Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999; and
(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000.
We incorporate by reference additional documents that we may file with the
SEC until all of the securities offered by this prospectus have been issued.
These documents include all periodic reports required under the Exchange Act,
including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K.
You can obtain any of the documents incorporated by reference in this
document through us or from the SEC through the SEC's web site at the address
provided above. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this document. You can
obtain documents incorporated by reference in this document by requesting them
in writing or by telephone from us at the following address:
8
<PAGE>
Raintree Resorts International, Inc.
10000 Memorial Drive, Suite 480
Houston, Texas 77024
Telephone Number: (713) 613-2800
We have not authorized anyone to give any information or make any
representation about the issuance of the securities contemplated by this
prospectus that differs from, or adds to, the information in this prospectus or
in our documents that are publicly filed with the SEC. Therefore, if anyone does
give you different or additional information, you should not rely on it.
If you are in a jurisdiction where it is unlawful to offer to issue the
shares of common stock offered by this document, or if you are a person to whom
it is unlawful to direct these activities, then the offer presented by this
document does not extend to you.
The information contained in this document speaks only as of its date
unless the information specifically indicates that another date applies.
9
<PAGE>
PLAN OF DISTRIBUTION
The shares of common stock offered hereby are being registered pursuant to
the Warrant Shares Registration Rights Agreement dated December 5, 1997 between
us and Jefferies & Company, Inc. which requires that we register the issuance of
the shares of common stock underlying warrants issued in conjunction with our
Senior Notes. No broker-dealers are being utilized in the issuance of the
securities hereunder and no commissions or any other form of compensation will
be paid in that regard.
We will pay all expenses related to the registration of the shares of
common stock.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed
upon by Andrews & Kurth L.L.P., Houston, Texas.
EXPERTS
The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports thereto, and are included herein in reliance upon the authority of said
firm as experts in accounting and
auditing in giving said reports.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than selling
or underwriting discounts and commissions, to be incurred by Raintree in
connection with the issuance and distribution of the shares of common stock
being registered. All amounts shown are estimated except the Commission
registration fee.
SEC registration fee .......................................... $5
Printing and engraving expenses ............................... *
Legal fees and expenses ....................................... *
Accounting fees and expenses .................................. *
Miscellaneous ................................................. *
Total ................................................ $*
* To be included by the amendment hereto.
Item 15. Indemnification of Directors and Officers
Raintree 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, Raintree 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 Raintree provide for indemnification by Raintree of its directors
and officers to the fullest extent permitted by the NGCL. In addition, Raintree
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 Raintree 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.
Raintree has obtained an insurance policy providing for indemnification of
officers and directors of Raintree and certain other persons against liabilities
and expenses incurred by any of them in certain stated proceedings and under
certain stated conditions. Raintree has entered into separate indemnification
agreements with each of its directors which may require Raintree, 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.
II-1
<PAGE>
Item 16. Exhibits
Exhibit No. Exhibit
4.1 Indenture (including Forms of Registered Note and Outstanding Note),
dated December 5, 1997, among the Issuers and IBJ Schroder Bank &
Trust Company. (Incorporated by reference from Exhibit 4.1 to
Amendment No. 1 dated April 22, 1998 to Registrant's Registration
Statement on Form S-4/A-File No. 333-49065)
4.2 Series B Warrant Agreement (including form of warrant), dated December
5, 1997, between RRI US and Jefferies & Company, Inc. (Initial
Purchaser). (Incorporated by reference from Exhibit 4.2 to Amendment
No. 1 dated April 22, 1998 to Registrant's Registration Statement on
Form S-4/A-File No. 333-49065)
4.3 Warrant Agreement (including form of warrant), dated December, 5,
1997, between RRI US and the Warrant Agent. (Incorporated by reference
from Exhibit 4.3 to Amendment No. 1 dated April 22, 1998 to
Registrant's Registration Statement on Form S-4/A-File No. 333-49065)
*5.1 Opinion of Andrews & Kurth L.L.P.
**23.1 Consent of Arthur Andersen LLP
**23.2 Consent of Arthur Andersen LLP
**23.3 Consent of Arthur Andersen LLP
*23.4 Consent of Andrews & Kurth L.L.P. (included on Exhibit 5.1)
----------------
* To be filed by amendment hereto.
** filed herewith
Item 17. Undertakings
A. 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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the Prospectus any facts or events arising
after the effective date of the 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; and
(c) 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 this Registration
Statement;
II-2
<PAGE>
provided, however, that paragraphs A(l)(a) and A(l)(b) above do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
(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. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, such filing of
Raintree's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
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 herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. 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 provisions described in Item 15 above, 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on June 8, 2000.
RAINTREE RESORTS INTERNATIONAL, INC.
By: /S/ George E. Aldrich
-------------------------
George E. Aldrich
Senior Vice President -
Finance and Accounting
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes Doug
Y. Bech and George E. Aldrich and each of them as attorneys-in-fact with full
power of substitution, to execute in the name and on behalf of such person,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates as indicated.
Signature Title Date
---------- ------- ------
/S/ Doug Y. Bech Chairman and Chief Executive Officer June 8, 2000
---------------- (principal executive officer)
/S/ John McCarthy President and Director June 8, 2000
-----------------
/S/ George E. Aldrich Senior Vice President - June 8, 2000
--------------------- Finance and Accounting
(principal financial and accounting officer)
/S/ Christel DeHaan Director June 8, 2000
-------------------
/S/ Walker G. Harmon Director June 8, 2000
--------------------
II-4
<PAGE>
/S/ Thomas R. Powers Director June 8, 2000
--------------------
/S/ Robert M. Werle Director June 8, 2000
--------------------
II-5
<PAGE>
EXHIBIT LIST
Exhibit No. Exhibit
4.1 Indenture (including Forms of Registered Note and Outstanding Note),
dated December 5, 1997, among the Issuers and IBJ Schroder Bank &
Trust Company. (Incorporated by reference from Exhibit 4.1 to
Amendment No. 1 dated April 22, 1998 to Registrant's Registration
Statement on Form S-4/A-File No. 333-49065)
4.2 Series B Warrant Agreement (including form of warrant), dated December
5, 1997, between RRI US and Jefferies & Company, Inc. (Initial
Purchaser). (Incorporated by reference from Exhibit 4.2 to Amendment
No. 1 dated April 22, 1998 to Registrant's Registration Statement on
Form S-4/A-File No. 333-49065)
4.3 Warrant Agreement (including form of warrant), dated December, 5,
1997, between RRI US and the Warrant Agent. (Incorporated by reference
from Exhibit 4.3 to Amendment No. 1 dated April 22, 1998 to
Registrant's Registration Statement on Form S-4/A-File No. 333-49065)
*5.1 Opinion of Andrews & Kurth L.L.P.
**23.1 Consent of Arthur Andersen LLP
**23.2 Consent of Arthur Andersen LLP
**23.3 Consent of Arthur Andersen LLP
*23.4 Consent of Andrews & Kurth L.L.P. (included on Exhibit 5.1)
---------------
* To be filed by amendment hereto.
** filed herewith
II-6
<PAGE>
