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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
HOMEFREE VILLAGE RESORTS, INC.
HOMEFREE INVESTORS L.P.
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(Names of the Issuers)
HOMEFREE VILLAGE RESORTS, INC.
HOMEFREE INVESTORS L.P.
CRAIG M. BOLLMAN, JR.
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(Names of the Persons Filing Statement)
COMMON STOCK, $.001 PAR VALUE
ASSIGNEE LIMITED PARTNERSHIP INTERESTS
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(Titles of Classes of Securities)
437 393 101 (Common Stock)
437 393 200 (Assignee Limited Partnership Interests)
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(CUSIP Numbers of Classes of Securities)
Craig M. Bollman, Jr., c/o Homefree Village Resorts, Inc.
1400 S. Colorado Boulevard, Suite 410, Denver, Colorado 80222; (303) 757-3002
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(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Persons Filing Statement
This statement is filed in connection with (check appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3 under the Securities
Exchange Act of 1934.
b. [_] The filing of a registration statement under
the Securities Act of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [_]
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Calculation of Filing Fee
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Transaction Valuation Amount of Filing Fee
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$208,000* $42
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* Calculated based on the maximum aggregate number of fractional shares of
Common Stock to be repurchased in connection with the Reverse Stock Split,
at a valuation of $0.05 per fractional share, the price to be paid for such
fractional shares as described in the attached filing.
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previously paid: $42.00
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Form or registration no.: Schedule 13E-3
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Filing parties: Homefree Village Resorts, Inc.;
Homefree Investors L.P.
Date filed: March 25,1996
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CROSS-REFERENCES
The information required to be contained in this Schedule 13e-3 is
incorporated herein by reference from the information statement filed with
Schedule 14C filed concurrently herewith pursuant to Section 14(c) of the
Securities Exchange Act of 1934 (the "Information Statement"). The following
cross-references indicate where the information called for by each Item of this
Schedule 13e-3 is contained in the Information Statement.
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Item of Information
Schedule Statement
13e-3 Section Title(s) in the Information Statement Page(s)
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Item 1. Issuer and Class of Security Subject to
the Transaction.
(a) Cover page of the Information Statement. 1
(b) The Company--Organization. 4, 12
(c) There is no established trading market for 6, 24
the Company's stock and there has been limited
trading in such stock.
See also. Fairness of the Reverse Stock Split--Factors Considered
in Fairness Determination--Current and Historical
Market Prices for the Common Stock.
(d) No dividends paid within the past two years.
(e) Not applicable.
(f) Not applicable.
Item 2. Identity and Background.
(a) Homefree Village Resorts, Inc.
Homefree Investors L.P.
Craig M. Bollman, Jr.
Bollman Associates, Inc.
(b) Business Address for All
1400 S. Colorado Boulevard, Suite 410
Denver, Colorado 80222
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<CAPTION>
Item of Information
Schedule Statement
13e-3 Section Title(s) in the Information Statement Page(s)
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<S> <C> <C>
(c) Craig M. Bollman, Jr. is Chairman of the Board of
Directors and President of Homefree Village Resorts, Inc.
(d) Craig M. Bollman, Jr. has been employed as President
of Homefree Village Resorts, Inc. since 1974.
(e) With respect to all the persons named in paragraph (a)
above, the answer is negative.
(f) With respect to all the persons named in paragraph (a)
above, the answer is negative.
(g) Craig M. Bollman is a citizen of the United States. 4, 5
Homefree Village Resorts, Inc. and Bollman Associates,
Inc. are Delaware corporations. Homefree Investors L.P. is
a Delaware limited partnership. For a description of their
principal business, see The Company.
Item 3. Past Contacts, Transactions, or Negotiations.
(a) Not applicable.
(b) Not applicable.
Item 4. Terms of the Transaction.
(a) The Reverse Stock Split 5, 19
(b) Not applicable.
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(e) Not applicable.
(f)-(g) Reasons for the Reverse Stock Split 5, 20
Termination of Reporting Company Status
Item 6. Source and Amount of Funds or Other
Consideration.
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(a) Financing of the Reverse Stock Split. 10, 32
(b) Financing of the Reverse Stock Split. 10, 32
(c) Not applicable.
(d) Not applicable.
Item 7. Purposes, Alternatives, Reasons and Effects.
(a) Reasons for the Reverse Stock Split. 5, 20
(b) Reasons for the Reverse Stock Split--Form 21
of Transaction.
(c) Reasons for the Reverse Stock Split. 5, 20
(d) Reasons for the Reverse Stock Split; Conduct 5, 20
of the Company's Business after the Reverse 29, 30, 32
Stock Split; Exchange of Stock Certificates; Cash
Payments in Lieu of Shares; Certain Federal Income
Tax Consequences.
Item 8. Fairness of the Transaction.
(a) Fairness of the Reverse Stock Split. 6, 24
(b) Fairness of the Reverse Stock Split. 6, 24
(c) Further Stockholder Approval Not Required. 30
(d) Fairness of the Reverse Stock Split--Absence 24, 25, 26
of Independent Third-Party Valuation or
Arms'-Length Negotiation.
(e) Fairness of the Reverse Stock Split--Conflicts 11, 28
of Interest.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) Fairness of the Reverse Stock Split--Absence 26
of Independent Third-Party Valuation or
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Arms'-Length Negotiation.
(b) Not applicable.
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<CAPTION>
Item of Information
Schedule Statement
13e-3 Section Title(s) in the Information Statement Page(s)
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<S> <C> <C>
(c) Not applicable.
Item 10. Interest in Securities of the Issuer.
(a) Security Ownership of Certain Beneficial Owners 34
and Management.
(b) Not applicable.
Item 11. Contracts, Arrangements or Understandings
with Respect to the Issuer's Securities.
Not applicable.
Item 12. Present Intention and Recommendation of
Certain Persons with Respect to the
Transaction.
(a) Fairness of the Reverse Stock Split--Conflicts 11, 28
of Interest.
(b) Fairness of the Reverse Stock Split. 6, 24
Item 13. Other Provisions of the Transaction.
(a) Lack of Appraisal Rights. 30, 31
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information.
(a)(1) Independent Auditor's Report, and Combined [_]
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<S> <C> <C>
Financial Statements and Consolidated Financial 35
Statements of the Company and the Partnership
for the Years Ended December 31, 1995 and
December 31, 1994
(a)(2) Unaudited Combined Financial Statements and 35
Consolidated Financial Statements of the Company
and the Partnership for the Nine Month Period
Ending September 30, 1996 and September 30, 1995
(a)(3) Summary Financial Information for the Years Ended 35
December 31, 1995 and December 31, 1994 and for
the Nine Month Period Ended September 30, 1996
and September 30, 1995 on Exhibit A to the Information
Statement
(a)(4) Summary Financial Information for the Years Ended 35
December 31, 1995 and December 31, 1994 and
for the Nine Month Period Ended September 30, 1996
and September 30, 1995 on Exhibit A.to the Information
Statement
(b) Pro Forma Data - Not Material
Item 15. Persons and Assets Employed, Retained or Utilized.
(a) Financing of the Reverse Stock Split. 10, 32
(b) Not applicable.
Item 16. Additional Information.
Not applicable.
Item 17. Material to be Filed as Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) See Schedule 14C materials sent to stockholders
(e) Not applicable.
(f) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated April 9, 1997
HOMEFREE VILLAGE RESORTS, INC.
By /s/ Craig M. Bollman, Jr.
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Craig M. Bollman, Jr.
Chairman and President
HOMEFREE INVESTORS L.P.
By: Homefree General Partners,
its General Partner
By: Homefree Village Resorts, Inc.,
a General Partner
By /s/ Craig M. Bollman, Jr.
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Craig M. Bollman, Jr.
Chairman and President
/s/ Craig M. Bollman, Jr.
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Craig M. Bollman, Jr.
