SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Sunterra Corporation
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
86787D109
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
**The total number of shares of Stock reported herein is 2,523,100 shares, which
constitutes approximately 7.0% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 35,885,279 shares
outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Keystone, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,150,700 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,150,700(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,150,700
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.0%
14. Type of Reporting Person: CO
- - - - - ------------
(1) Power is exercised through its President and sole Director, Robert M.
Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Robert M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 2,523,100 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,523,100 (1)
Person
With
10. Shared Dispositive Power: -0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,523,100 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 7.0%
14. Type of Reporting Person: IN
- - - - - ------------
(1) Solely in his capacity as President and sole Director of Keystone, Inc.,
with respect to 2,150,700 shares of the Stock.
<PAGE>
<PAGE>
Item 1. SECURITY AND ISSUER.
This statement relates to shares of common stock, par value $0.01 per share
(the "Stock"), of Sunterra Corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 1875 South Grant Street, Suite 650, San
Mateo, California 94402.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Act, the undersigned hereby file this Schedule
13D Statement on behalf of Keystone, Inc., a Texas corporation ("Keystone"), and
Robert M. Bass ("R. Bass"). Keystone and R. Bass are sometimes hereinafter
collectively referred to as the "Reporting Persons." The Reporting Persons are
making this single, joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Act, although neither the
fact of this filing nor anything contained herein shall be deemed to be an
admission by the Reporting Persons that a group exists.
(b) - (c)
KEYSTONE
Keystone is a Texas corporation, the principal businesses of which are
investment in marketable securities, real estate investment and development,
ownership and operation of oil and gas properties (through Bass Enterprises
Production Co. ["BEPCO"]), the ownership and operation of gas processing plants
and carbon black plants (through various partnerships) and the ownership of
interests in entities engaged in a wide variety of businesses. The principal
business address of Keystone, which also serves as its principal office, is 201
Main Street, Suite 3100, Fort Worth, Texas 76012. Pursuant to Instruction C
to Schedule 13D of the Act, the name, residence or business address, and present
principal occupation or employment of each director, executive officer and
controlling person of Keystone are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
R. Bass 201 Main St., Ste. 3100 President of
Keystone Fort Worth, Texas 76102
J. Taylor Crandall 201 Main St., Ste. 3100 Vice President and
Chief Fort Worth, Texas 76102 Operating Officer of
Keystone
David G. Brown 201 Main St., Ste. 3100 Vice President - Finance
Fort Worth, Texas 76102 of Keystone
Daniel L. Doctoroff 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Partners, Inc.
Steven Gruber 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Partners, Inc.
Mark A. Wolfson 201 Main St., Ste. 3100 Vice President of and
Fort Worth, Texas 76102 Consultant to Keystone
W. Robert Cotham 201 Main St., Ste. 2600 Vice President/
Fort Worth, Texas 76102 Controller of BEPCO
Gary W. Reese 201 Main St., Suite 2600 Treasurer of BEPCO
Fort Worth, Texas 76102
James N. Alexander 201 Main St., Ste. 3100 Vice President of
Fort Worth, Texas 76102 Keystone
Bernard J. Carl 201 Main St., Ste. 3100 Vice President of
Fort Worth, Texas 76102 Keystone
John R. Monsky 65 E. 55th Street Managing Director of
New York, NY 10022 Oak Hill Partners, Inc.
Oak Hill Partners, Inc. is a Delaware corporation, the principal business
of which is serving as an investment consultant to Acadia Partners, L.P.
("Acadia"). Acadia is a Delaware limited partnership, formed to invest in
public and private debt and equity securities. The principal business address
of Oak Hill Partners, Inc. is 65 E. 55th Street, New York, NY 10022.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal business
address of BEPCO, which also serves as its principal office, is 201 Main Street,
Suite 3100, Fort Worth, Texas 76102.
R. BASS
See above.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used by the Reporting Persons to
purchase shares of Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Keystone Working Capital(1) $28,483,638.48
R. Bass Personal Funds (2) $ 2,892,999.48
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Stock.
(2) As used herein, the term "Personal Funds" may include sums borrowed
from banks and brokerage firm margin accounts, none of which were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Stock.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the Stock reported
herein for investment purposes. Depending on market conditions and other
factors that the Reporting Persons may deem material to their respective
investment decisions, the Reporting Persons may purchase additional Stock in the
open market or in private transactions. Depending on these same factors, the
Reporting Persons may sell all or a portion of the Stock in the open market or
in private transactions.
J. Taylor Crandall, an officer of Keystone, serves on the Board of
Directors of the Issuer; however, his service on the Board pre-dated the
Reporting Persons' investment and is unrelated to the Reporting Persons'
investment.
Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
KEYSTONE
The aggregate number of shares of the Stock that Keystone owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 2,150,700, which
constitutes approximately 6.0% of the outstanding shares of the Stock.
R. BASS
Because of his position as sole director of Keystone, R. Bass may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 2,523,100
shares of Stock, which constitutes approximately 7.0% of the outstanding shares
of Stock.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any Stock.
(b)
KEYSTONE
Acting through R. Bass, its President and sole director, Keystone has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 2,150,700 shares of the Stock.
R. BASS
As sole director and President of Keystone, R. Bass has sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,523,100
shares of Stock.
(c) During the past sixty days, the Reporting Persons have purchased
shares of Stock in open market transactions on the New York Stock Exchange as
follows:
REPORTING NO. OF SHARE PRICE PER
PERSON DATE PURCHASED SHARE
Keystone 10/14/98 36,000 $ 4.76
Keystone 10/15/98 90,500 5.10
Keystone 10/16/98 49,000 5.78
R. Bass 10/16/98 49,000 5.78
Keystone 10/19/98 49,750 6.62
R. Bass 10/19/98 49,750 6.62
Keystone 10/22/98 93,100 8.32
R. Bass 10/22/98 93,100 8.32
Keystone 10/23/98 180,550 8.34
R. Bass 10/23/98 180,550 8.34
Except as set forth in this paragraph (c), to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the Stock during the past 60
days.
(d) Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock owned by such
Reporting Person.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibit filed or to be filed herewith,
there are no contracts, arrangements, understandings or relationships with
respect to the Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii). <PAGE>
<PAGE>
After reasonable 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: October 26, 1998
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham,
Vice President
/s/ W.R. Cotham
W.R. Cotham, Attorney-in-Fact for:
ROBERT M. BASS (1)
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on
behalf of Robert M. Bass previously has been filed with the
Securities and Exchange Commission.
<PAGE>
<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith
Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham,
Vice President
/s/ W.R. Cotham
W.R. Cotham, Attorney-in-Fact for:
ROBERT M. BASS (1)
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on
behalf of Robert M. Bass previously has been filed with the
Securities and Exchange Commission.
