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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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THOUSAND TRAILS, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
917326-10-0
(CUSIP Number)
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Iris B. Rosken 1/
Carl Marks Management Company, L.P.
135 East 57th Street
New York, NY 10022-2032
Tel. No.: (212) 909-8400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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July 23, 1999
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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).
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Page 1 of 9 Pages
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1/ Copy to: John C. Kennedy, Esq., Paul, Weiss, Rifkind, Wharton & Garrison,
1285 Avenue of the Americas, New York, New York 10019-6064, Tel:
(212) 373-3000.
<PAGE>
SCHEDULE 13D
CUSIP NO. 917326-10-0 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments, L.P.
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
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,836,863 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
2,836,863 shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,836,863 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.6%
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 917326-10-0 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments II, L.P.
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
Delaware
7 SOLE VOTING POWER
NUMBER OF 1,140,481 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
1,140,481 shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,140,481 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
14 TYPE OF REPORTING PERSON
PN
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<PAGE>
SCHEDULE 13D
CUSIP NO. 917326-10-0 Page 4 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Management Company, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 3,977,344 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON None
WITH
9 SOLE DISPOSITIVE POWER
3,977,344 shares
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,977,344 shares 2/
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.9%
14 TYPE OF REPORTING PERSON
PN, IA
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2/ Includes shares also reported herein as beneficially owned by other
Reporting Persons. See Item 5.
<PAGE>
SCHEDULE 13D
CUSIP NO. 917326-10-0 Page 5 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, 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
United States Citizen
7 SOLE VOTING POWER
NUMBER OF 40,852 shares
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 4,296,917 shares
WITH
9 SOLE DISPOSITIVE POWER
40,852 shares
10 SHARED DISPOSITIVE POWER
4,296,917 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,337,769 shares 3/
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.2%
14 TYPE OF REPORTING PERSON
IN
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3/ Includes shares also reported herein as beneficially owned by other
Reporting Persons. See Item 5.
<PAGE>
SCHEDULE 13D
CUSIP NO. 917326-10-0 Page 6 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Ruocco
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 4,294,329 shares
WITH
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
4,294,329 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,294,329 shares 4/
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.9%
14 TYPE OF REPORTING PERSON
IN
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4/ Includes shares also reported herein as beneficially owned by other
Reporting Persons. See Item 5.
<PAGE>
Page 7 of 9 Pages
Item 1. Security and Issuer.
This Amendment No. 10 to Schedule 13D (this "Amendment") relates to the
Common Stock, par value $.01 per share (the "Common Stock"), issued by Thousand
Trails, Inc. (formerly USTrails Inc.), a Nevada corporation (the "Company"). The
principal executive offices of the Company are located at 2711 LBJ Freeway,
Suite 200, Dallas, Texas 75234.
This Amendment is being filed pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (the "Exchange Act"). This Amendment further amends a
Schedule 13D, dated January 9, 1992, as previously amended by Amendment No. 1,
dated February 7, 1992, Amendment No. 2, dated November 17, 1992, Amendment No.
3, dated March 9, 1993, Amendment No. 4, dated June 30, 1994, Amendment No. 5,
dated November 13, 1995, Amendment No. 5, dated August 8, 1996, Amendment No. 6,
dated December 20, 1996, Amendment No. 7, dated January 10, 1997 Amendment No.
8, dated November 6, 1997 and Amendment No. 9 dated April 22, 1999 (the
"Original Schedule 13D").
Except as amended hereby, the responses in the Original Schedule 13D
remain unchanged.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, Partnership I owned beneficially 2,836,863
shares of Common Stock, constituting approximately 35.6% of the outstanding
shares. In its capacity as general partner of Partnership I, such shares may be
deemed also owned beneficially by the General Partner and, in their capacity as
general partners of the General Partner, by Messrs. Boas and Ruocco. On June 29,
1999, Partnership I exercised 194,521 Warrants at an exercise price of $4.24 for
an aggregate purchase price of $824,769.04. This exercise did not increase the
number of shares of Common Stock beneficially owned by Partnership I.
As of the date hereof, Partnership II owned beneficially 1,140,481
shares of Common Stock, constituting approximately 14.3% of the outstanding
shares. In its capacity as general partner of Partnership II, such shares may be
deemed also owned beneficially by the General Partner and, in their capacity as
general partners of the General Partner, by Messrs. Boas and Ruocco.
As of the date hereof, the Account owned beneficially 316,985 shares of
Common Stock, constituting approximately 4.0 % of the outstanding shares, which
shares may be deemed also owned beneficially by the Manager in its capacity as
investment manager for the Account and, in their capacity as executive officers
of the Manager, by Messrs. Boas and Ruocco.
As of the date hereof, Mr. Boas owned directly 40,852 shares of Common
Stock, including 29,283 shares issuable upon the exercise of certain options,
and the Boas
<PAGE>
Page 8 of 9 Pages
Trusts, for the benefit of Mr. Boas' children as to which Mr. Boas and his wife
are trustees, owned beneficially 2,588 shares of Common Stock, together
constituting approximately 0.5% of the outstanding shares.
By reason of the foregoing (and ownership previously reported in the
Original Schedule 13D), as of the date hereof the Reporting Persons owned
beneficially the following respective aggregate amounts and approximate
percentages of the outstanding shares of Common Stock: (i) Partnership I,
2,836,863 shares (35.6%); (ii) Partnership II, 1,140,481 shares (14.3%); (iii)
the General Partner, 3,977,344 shares (49.9%); (iv) Mr. Boas, 4,337,769 shares
(including 29,283 shares issuable upon exercise of certain options) (49.2%); and
(v) Mr. Ruocco, 4,294,329 shares (53.9%).
(b) Partnership I has the sole power to vote or direct the vote and the
sole power to dispose of or direct the disposition of 2,836,863 shares of Common
Stock.
Partnership II has the sole power to vote or direct the vote and the
sole power to dispose of or direct the disposition of 1,140,481 shares of Common
Stock.
The General Partner has the sole power to vote or direct the vote and
the sole power to dispose of or direct the disposition of 3,977,344 shares of
Common Stock.
Mr. Boas has the sole power to vote or direct the vote and the sole
power to dispose of or direct the disposition of 40,852 shares (including 29,283
shares issuable upon exercise of certain options) of Common Stock. He shares
such powers to vote and to dispose of 4,296,917 shares of Common Stock.
Mr. Ruocco shares the powers to vote or direct the vote and to dispose
of or direct the disposition of 4,294,329 shares of Common Stock.
(c) On July 23, 1999, Partnership I sold 600,000 shares of Common Stock
at a price of $5.25 per share for an aggregate sale price of $3,150,000. The
transaction was privately negotiated.
(d) No person other than the Reporting Persons and the other persons
referred to in this Item 5 is known to have the right to receive or the power to
direct the receipt of dividends from the sale of the shares of Common Stock
listed in this Item 5.
(e) Not applicable.
<PAGE>
Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 26, 1999
CARL MARKS STRATEGIC INVESTMENTS, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
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Name: Andrew M. Boas
Title: General Partner
CARL MARKS STRATEGIC INVESTMENTS II, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
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Name: Andrew M. Boas
Title: General Partner
CARL MARKS MANAGEMENT COMPANY, L.P.
By: /s/ Andrew M. Boas
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Name: Andrew M. Boas
Title: General Partner
ANDREW M. BOAS
By: /s/ Andrew M. Boas
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ROBERT C. RUOCCO
By: /s/ Robert C. Ruocco
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