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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary information statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive information statement
Homefree Village Resorts, Inc.
Homefree Investors L.P.
-------------------------------------------------
(Names of Registrants as Specified in Charters)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 011(c)(ii), or 14c-5(g)
[X] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, $.001 Par Value; Assignee Limited Partnership Interests
(2) Aggregate number of securities to which transaction applies:
4,158,694 shares of Common Stock; 4,158,694 Assignee Limited Partnership
Interests
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
$0.05 per unit, each unit consisting of one share of Common Stock of Homefree
Village Resorts, Inc. (the "Corporation") and one Assignee Limited Partnership
Interest of Homefree Investors L.P. (the "Partnership, and together with the
Corporation, the "Company"). The shares of Common Stock of the Corporation and
the Assignee Limited Partnership Interests of the Partnership are "paired" on
a one-for-one basis and may only be transferred in units consisting of one
share of Common Stock and one Assignee Limited Partnership Interest. The
Company proposes to pay $0.05 per share of Common Stock and "paired" Assignee
Limited Partnership Interest in lieu of the issuance of fractional shares of
Common Stock to persons who would hold less than one whole share of Common
Stock after the proposed reverse stock split described in the information
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2
statement, and to other stockholders who desire to liquidate their investment
in the Company. The filing fee of $42 represents one-50th of one percent of
the maximum aggregate value (approximately $208,000) of the fractional shares
that may be repurchased by the Company on this basis.
(4) Proposed maximum aggregate value of transaction:
Approximately $208,000 (see the preceding Item 3).
(5) Total fee paid:
$42
[ ] Fee paid previously with preliminary materials
[X] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
$42
(2) Form, Schedule or Registration Statement No.:
Schedule 13E-3
(3) Filing Party:
Homefree Village Resorts, Inc./Homefree Investors L.P.
(4) Date Filed:
March 25, 1996
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Item 1. INFORMATION REQUIRED BY ITEMS OF SCHEDULE 14A.
The following cross-references indicate where the information required by the
Items of Schedule 14A may be found in the information statement:
<TABLE>
<CAPTION>
Schedule 14A Item No. Location in Information Statement
- - - --------------------- ----------------------------------
<S> <C>
Item 1. Date, Time and Not applicable.
Place Information.
Item 2. Revocability of Not applicable.
Proxy.
Item 3. Dissenters' "Special Factors--Lack of Appraisal Rights."
Rights of Appraisal. (Page 21)
Item 4. Persons Making Cover page of Information Statement.
the Solicitation.
Item 5. Interest of Not applicable.
Certain Persons in
Matters to be Voted Upon.
Item 6. Voting Securities "Security Ownership of Certain Beneficial Owners
and Principal Holders and Management." (Page 31)
Thereof.
Item 7. Directors and Not applicable.
Executive Officers.
Item 8. Compensation of Not applicable.
Directors and Executive
Officers.
Item 9. Independent Not applicable.
Public Accountants.
Item 10. Compensation Not applicable.
Plans.
Item 11. Authorization or Not applicable.
Issuance of Securities
Otherwise Than for
Exchange.
Item 12. Modification or Not applicable.
Exchange of Securities.
Item 13. Financial and "Financial Information." (Page 32)
Other Information.
</TABLE>
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4
<TABLE>
<CAPTION>
Schedule 14A Item No. Location in Information Statement
- - - --------------------- ---------------------------------
<S> <C>
Item 15. Acquisition or Not applicable.
Disposition of Property.
Item 16. Restatement of Not applicable.
Accounts.
Item 17. Action With Not applicable.
Respect to Reports.
Item 18. Matters Not Not applicable.
Required to be Submitted.
Item 19. Amendment of Not applicable.
Charter, By-Laws, or
Other Documents.
Item 20. Other proposed Special Factors. (Pages 17-28)
action.
Item 21. Voting "Special Factors--Further Stockholder Approval Not
Procedures. Required." (Page 21)
Item 22. Information Not applicable.
Required in Investment
Company Proxy Statements.
</TABLE>
ITEM 2. STATEMENT THAT PROXIES ARE NOT SOLICITED.
See cover page of Information Statement.
ITEM 3. INTEREST OF CERTAIN PERSONS IN OR IN OPPOSITION TO MATTERS TO BE ACTED
UPON.
Not applicable.
ITEM 4. PROPOSALS FROM SECURITY HOLDERS.
Not applicable.
