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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
November 19, 1996
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(Date of Report--Date of Earliest Event Reported)
Thousand Trails, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-13339 75-2138671
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2711 LBJ Freeway, Suite 200, Dallas, Texas 75234
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(Address of Principal Executive Offices)
(972) 243-2228
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(Registrant's Telephone Number, Including Area Code)
New Thousand Trails, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
Exhibit Index on Page 5.
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Item 5. Other Events
On November 19, 1996, the stockholders of USTrails Inc., a Nevada
corporation ("USTrails"), approved the merger (the "Merger") of USTrails into
its newly formed, wholly-owned subsidiary Thousand Trails, Inc., a Delaware
corporation ("Thousand Trails"), formerly known as New Thousand Trails, Inc.
("New Trails"), pursuant to the Agreement and Plan of Merger dated as of October
1, 1996, by and between USTrails and New Trails (the "Merger Agreement"). The
Merger was consummated on November 20, 1996. Pursuant to the terms of the Merger
Agreement, Thousand Trails is the surviving corporation. Each share of USTrails
common stock, par value $.01 per share (the "USTrails Common Stock"),
outstanding prior to the Merger was converted into the right to receive one
share of Thousand Trails common stock, par value $.01 per share (the "Thousand
Trails Common Stock"), and each outstanding stock option, warrant or other right
to purchase or receive USTrails Common Stock was converted into a similar stock
option, warrant or other right to acquire Thousand Trails Common Stock. The
principal purposes of the Merger are to implement the transfer restrictions
described below and to change USTrails' state of incorporation to Delaware.
Transfer of the Thousand Trails Common Stock is subject to restrictions
designed to avoid an "ownership change" within the meaning of section 382 of the
Internal Revenue Code of 1986, as amended (the "Code"). Such restrictions are
set forth in Article IX of Thousand Trails' Restated Certificate of
Incorporation, a copy of which was included in the Proxy Statement/Prospectus of
USTrails dated October 7, 1996. Article IX generally restricts, until June 30,
2011 (or earlier in certain events), direct or indirect transfer of the Thousand
Trails Common Stock that would without the approval of the board of directors of
Thousand Trails (i) increase to more than 4.75% the percentage ownership of
Thousand Trails Common Stock of any person who at any time during the preceding
three-year period did not own more than 4.75% of Thousand Trails Common Stock,
(ii) increase the percentage of Thousand Trails Common Stock owned by any person
that during the preceding three-year period owned more than 4.75% of the
Thousand Trails Common Stock, or by any group of persons treated as a "5 Percent
Shareholder" (as defined in the Code but substituting "4.75%" for "5 Percent"),
or (iii) cause an "ownership change" of Thousand Trails. Article IX provides
that any direct or indirect transfer of the Thousand Trails Common Stock in
violation of Article IX is void ab initio as to the purported transferee, and
the purported transferee will not be recognized as the owner of shares owned in
violation of Article IX for any purpose, including for purposes of voting and
receiving dividends or other distributions in respect of the Thousand Trails
Common Stock. Any shares purportedly acquired in violation of Article IX will be
transferred to a trustee who will be required to sell them.
The Merger will not result in any other change in the business, management,
assets, liabilities or net worth of USTrails. Thousand Trails will continue to
maintain its principal executive offices in Dallas, Texas. The capitalization,
consolidated financial condition and results of operations of Thousand Trails is
the same as those of USTrails immediately prior to the consummation of the
Merger.
The Thousand Trails Common Stock is quoted in the NASD Bulletin Board
pink sheets under the ticker symbol "TRLS."
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Item 7. Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated as of October 1, 1996,
by and between USTrails and New Trails (incorporated by
reference to the proxy statement/prospectus filed with the
SEC on October 3, 1996 as part of the Registration
Statement on Form S-4, Registration Statement No. 333-
13339).
99.1 Press release issued by US Trails on November 21, 1996
[SIGNATURE ON THE NEXT PAGE]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 27, 1996
THOUSAND TRAILS, INC.
By: /s/ Walter B. Jaccard
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Walter B. Jaccard
Vice President
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EXHIBIT INDEX
Exhibit No. Description Page No.
2.1 Agreement and Plan of Merger, dated as of N.A.
October 1, 1996, by and between USTrails and New
Trails (incorporated by reference to the proxy
statement/prospectus filed with the SEC on
October 3, 1996 as part of the Registration
Statement on Form S-4, Registration Statement
No. 333-13339).
99.1 Press release issued by USTrails on November 21, 1996 6
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EXHIBIT 99.1
[USTrails Inc. Logo]
FOR IMMEDIATE RELEASE
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USTRAILS INC. COMPLETES REINCORPORATION
IN DELAWARE AND CHANGES NAME TO
THOUSAND TRAILS, INC.
Dallas, Texas, November 20, 1996 -- USTrails Inc. (OTC:USTQ) announced
today that it has completed reincorporation of the Company in Delaware and
changed the Company's name to Thousand Trails, Inc. The reincorporation was
effected through a merger with a wholly owned subsidiary of the Company that was
approved by the Company's stockholders at their annual meeting. In the
reincorporation transaction, transfer restrictions intended to reduce the
likelihood of an "ownership change" for federal tax purposes that would impair
the Company's substantial net operating loss carryforwards were extended to all
of the Company's common stock. Prior to the merger, similar transfer
restrictions affected most, but not all, of the Company's outstanding common
stock. The Company's new stock trading symbol will be TRLS.
USTrails and its subsidiaries own and operate a system of 58 membership-
based campgrounds located in 19 states and British Columbia, Canada, serving
128,000 members at September 30, 1996. USTrails also manages timeshare
facilities and owns certain real estate at eight full service resorts and
provides a reciprocal use program for members of approximately 320 recreational
facilities.
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For further information contact:
Harry J. White, Jr. (972) 243-2228
