<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
Amendment No. 1
JOINT ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the Fiscal Year Ended: December 31, 1994
Commission File Number: 1-8927 Commission File Number: 0-16156
(formerly 0-6627)
HOMEFREE VILLAGE RESORTS, INC. HOMEFREE INVESTORS L.P.
(Exact name of Registrant (Exact name of Registrant
as specified in its charter) as specified in its charter)
Delaware Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
37-0959405 84-1062287
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1400 S. Colorado Boulevard 1400 S. Colorado Boulevard
Denver, Colorado 80222 Denver, Colorado 80222
(Address of principal executive (Address of principal executive
offices, including zip code) offices, including zip code)
(303) 757-3002 (303) 757-3002
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
Securities registered pursuant to Securities registered pursuant to
Section 12(b) of the Act: Section 12(b) of the Act:
Title of each class Title of each class
Common Stock, $.001 par value None
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Name of exchange on which registered Name of exchange on which registered
None None
Securities registered pursuant to Securities registered pursuant to
Section 12(g) of the Act: Section 12(g) of the Act:
None Assignee Limited
Partnership Interests
("paired" with Common Stock,
$.001 par value, of Homefree
Village Resorts, Inc.)
Indicate by checkmark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
YES NO X
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Park III of this Form 10-K or any amendment to
this Form 10-K. X
----
State the aggregate market value of the voting stock held by non-affiliates of
the registrants as of a specified date within 60 days prior to the date of
filing: $72,000 as of June 8, 1995 (based on the average of the closing bid and
asked prices as reported by NASDAQ).
As of May 31, 1995, the Registrants had outstanding 10,483,982 shares of Common
Stock and 10,483,982 assignee limited partnership interests.
ii
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EXPLANATORY NOTE
----------------
Amendment to Form 10-K is required because Financial Data Schedule
(Exhibit 27) was inadvertently omitted when 10-K was filed for Fiscal year
ended December 31, 1994. Item #14 has been amended to include Exhibit 27. No
other changes were made to initial filing and therefore only the financial data
schedule with cover page and revised signature pages have been included with
this submission.
<PAGE> 4
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K.
<TABLE>
<CAPTION>
Page
----
<S> <C>
INDEPENDENT AUDITOR'S REPORT S-1
COMBINED FINANCIAL STATEMENTS
Combined Balance Sheets --
December 31, 1994, 1993, 1992 and 1991 S-2
Combined Statements of Operations --
Years ended December 31, 1994, 1993,
1992 and 1991. S-4
Combined Statement of Stockholders'
Equity and Partners' Deficit --
Years ended December 31, 1994, 1993,
1992 and 1991. S-5
Combined Statements of Cash Flows --
Years ended December 31, 1994, 1993,
1992 and 1991. S-6
CONSOLIDATED FINANCIAL STATEMENTS
OF THE COMPANY
Consolidated Balance Sheets --
December 31, 1994, 1993, 1992 and 1991 S-8
Consolidated Statements of Operations --
Years ended December 31, 1994, 1993,
1992 and 1991. S-10
Consolidated Statement of Stockholders'
Equity -- Years ended December 31, 1994,
1993, 1992 and 1991. S-11
Consolidated Statements of Cash Flows --
Years ended December 31, 1994, 1993
1992 and 1991. S-12
</TABLE>
27
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<TABLE>
<S> <C>
FINANCIAL STATEMENTS OF THE PARTNERSHIP
Balance Sheets -- December 31, 1994,
1993, 1992 and 1991 S-14
Statements of Operations -- Years ended
December 31, 1994, 1993, 1992 and 1991. S-14
Statement of Partners' Capital (Deficit) --
Years ended December 31, 1994, 1993,
1992 and 1991. S-16
Statements of Cash Flows --
Years ended December 31, 1994, 1993,
1992 and 1991. S-17
NOTES TO FINANCIAL STATEMENTS --
Years ended December 31, 1994, 1993,
1992 and 1991. S-18
</TABLE>
b. Financial Statement Schedules.
None
Schedules have been omitted because they are not required or
the information is included in the financial statements or
notes thereto.
c. Reports on Form 8-K.
None
d. Exhibits.
Exhibit 27 Financial Data Schedule
THE COMPANY
3.1 Certificate of Amendment to Restated Certificate of
Incorporation of Homefree Village Resorts, Inc.
dated May 2, 1988. Incorporated by reference to
Annual Report on Form lO-K for the year ended March
31, 1988.
28
<PAGE> 6
3.2 Amendment to Restated Certificate of Incorporation
of Homefree Village Resorts, Inc. Incorporated by
reference to Quarterly Report on Form 10-Q for the
quarter ended December 31, 1986.
Restated Certificate of Incorporation of Homefree
Village Resorts, Inc. Incorporated by reference to
Annual Report on Form 10-K for the year ended March
31, 1983.
3.3 Bylaws - Incorporated by reference to Annual Report
on Form 10-K for the year ended March 31, 1981.
4.1 Certificate of Amendment to Restated Certificate of
Incorporation of Homefree Village Resorts, Inc. (see
Exhibit 3.1 hereto.) Incorporated by reference to
Annual Report on Form 10-K for the year ended March
31, 1988.
4.2 Amended and Restated Agreement of Limited
Partnership of Homefree Investors L.P. dated as of
March 1, 1988. Incorporated by reference to Annual
Report on Form 10-K for the year ended March 31,
1988.
4.3 Paired Share Certificate of Homefree Village
Resorts, Inc. and Homefree Investors L.P.
Incorporated by reference to Annual Report on Form
10-K for the year ended March 31, 1988.
4.4 Pairing Agreement dated March 31, 1988 between
Homefree Village Resorts, Inc. and Homefree
Investors L.P. Incorporated by reference to Annual
Report on Form 10-K for the year ended March 31,
1988.
10.1 Partnership Administration Agreement dated May 2,
1988 between Homefree Investors L.P. and Homefree
General Partners. Incorporated by reference to
Annual Report on Form 10-K for the year ended March
31, 1988.
10.2 Letter Agreement for sale of Mesa, Arizona land
dated November 11, 1987 between Homefree Village
Resorts, Inc. and Aristek Western Properties Limited
Partnership and Aristek Properties Limited.
Incorporated by reference to Annual Report on Form
10-K for the year ended March 31, 1988.
29
<PAGE> 7
22.1 The Company has a wholly-owned subsidiary,
Resortparks of America, Inc., which was incorporated
under the laws of Delaware in September 1982.
THE PARTNERSHIP
2.0 Proxy Statement of Homefree Village Resorts, Inc.
(the "Proxy Statement"), filed with the Securities
and Exchange Commission on March 8, 1988.
Incorporated by reference to the Annual Report on
Form 10-K for the year ended December 31, 1987.
3.1 Certificate of Limited Partnership of Homefree
Investors L.P. Incorporated by reference to Exhibit
3.1 to Report on Form 10 of Homefree Investors L.P.
("Form 10") filed with the Securities and Exchange
Commission on August 27, 1987.
3.2 Agreement of Limited Partnership of Homefree
Investors L.P. Incorporated by reference to Exhibit
3.2 to Form 10.
3.3 Amended and Restated Agreement of Limited
Partnership of Homefree Investors L.P. Incorporated
by reference to Exhibit 3.3 to Form 10, as amended
by Amendment No. 2 on Form 8 dated February 29, 1988
("Amended Form 10").
4.0 Paired Share Certificate of Homefree Village
Resorts, Inc. and Homefree Investors L.P.
Incorporated by reference to Exhibit 4 to Amended
Form 10.
10.0 Pairing Agreement. Incorporated by reference to
Exhibit 10.0 to Amended Form 10.
10.1 Partnership Administration Agreement. Incorporated
by reference to Exhibit 10.1 to Amended Form 10.
30
<PAGE> 8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, each of the Registrants has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
HOMEFREE VILLAGE RESORTS, INC. HOMEFREE INVESTORS L.P.
By /s/ CRAIG M. BOLLMAN, JR.
----------------------------- By Homefree General
Craig M. Bollman, Jr. Partners, its General
Chairman of the Board Partner
(Principal Executive Officer)
By Homefree Village Resorts,
Inc., a General Partner
Date: August 15, 1995
By /s/ CRAIG M. BOLLMAN, JR.
-------------------------
Craig M. Bollman, Jr.
President
Date: August 15, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrants and in the capacities and on the dates indicated:
/s/ CRAIG M. BOLLMAN, JR. /s/ CRAIG M. BOLLMAN, JR.
---------------------------------- ------------------------------------
Craig M. Bollman, Jr. Craig M. Bollman, Jr.
Chairman of the Board Sole Director,
(Principal Executive and
Financial Officer) Bollman Associates, Inc.
a General Partner of
Dated: August 15, 1995 Homefree General Partners,
General Partner of
Homefree Investors L.P.
(Principal Executive and
Financial Officer)
Date: August 15, 1995
31
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Majority of the Board of Directors
/s/ CRAIG M. BOLLMAN, JR.
----------------------------------
Craig M. Bollman, Jr.
Director
Date: August 15, 1995
/s/ PHYLLIS A. BOLLMAN
----------------------------------
Phyllis A. Bollman
Director
Date: August 15, 1995
/s/ W. PHILLIP MARCUM
----------------------------------
W. Phillip Marcum
Director
Date: August 15, 1995
/s/ MICHAEL T. OLIVER
----------------------------------
Michael T. Oliver
Director
Date: August 15, 1995
/s/ ANTHONY B. PETRELLI
----------------------------------
Anthony B. Petrelli
Director
Date: August 15, 1995
32
<PAGE> 10
EXHIBIT INDEX
Exhibit No. Exhibit Description Page
----------- ------------------- ----
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000065291
<NAME> HOMEFREE VILLAGE RESORTS, INC.
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<CASH> 10,600
<SECURITIES> 0
<RECEIVABLES> 8,915,600
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 20,200
<PP&E> 120,200
<DEPRECIATION> 103,600
<TOTAL-ASSETS> 9,242,300
<CURRENT-LIABILITIES> 93,600
<BONDS> 7,154,500
<COMMON> 10,500
0
0
<OTHER-SE> 1,247,400
<TOTAL-LIABILITY-AND-EQUITY> 9,242,300
<SALES> 0
<TOTAL-REVENUES> 270,700
<CGS> 0
<TOTAL-COSTS> 465,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 128,700
<INTEREST-EXPENSE> 9,600
<INCOME-PRETAX> (323,000)
<INCOME-TAX> (87,000)
<INCOME-CONTINUING> (236,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (236,000)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> 0
</TABLE>
