-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S0Inmvbcesh4nzcIfpZeH7iwawAn/OkDaV4OB7xYV47L49CnyU5nD1sG2f98KdOY yYNQVccdKB4nfx00X3Vshw== 0000897423-98-000291.txt : 19981211 0000897423-98-000291.hdr.sgml : 19981211 ACCESSION NUMBER: 0000897423-98-000291 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981210 GROUP MEMBERS: KEYSTONE INC ET AL GROUP MEMBERS: KEYSTONE, INC GROUP MEMBERS: ROBERT M. BASS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNTERRA CORP CENTRAL INDEX KEY: 0001016577 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS, ROOMING HOUSE, CAMPS & OTHER LODGING PLACES [7000] IRS NUMBER: 954582157 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47333 FILM NUMBER: 98766843 BUSINESS ADDRESS: STREET 1: 1875 SOUTH GRANT STREET STREET 2: SUITE 650 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6503127171 MAIL ADDRESS: STREET 1: 1875 SOUTH GRANT STREET STREET 2: SUITE 650 CITY: SAN MATEO STATE: CA ZIP: 94402 FORMER COMPANY: FORMER CONFORMED NAME: SIGNATURE RESORTS INC DATE OF NAME CHANGE: 19980722 FORMER COMPANY: FORMER CONFORMED NAME: KGK RESORTS INC DATE OF NAME CHANGE: 19960611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE INC ET AL CENTRAL INDEX KEY: 0000924069 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173908400 MAIL ADDRESS: STREET 1: 201 MAIN ST STREET 2: STE 2600 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 SUNTERRA CORPORATION SCHEDULE 13D, AMEND. NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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) December 8, 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 3,023,100 shares, which constitutes approximately 8.4% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 35,902,671 shares outstanding. 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. 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: 3,023,100 (1) Number of Shares Beneficially 8. Shared Voting Power: -0 Owned By Each Reporting 9. Sole Dispositive Power: 3,023,100 (1) Person With 10. Shared Dispositive Power: -0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 3,023,100 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 8.4% 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. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated October 15, 1998 (the "Schedule 13D"), relating to the Common Stock, par value $0.01 per share (the "Stock"), of Sunterra Corporation. Unless otherwise indicated, all defined terms used herein shall have the same meanings respectively ascribed to them in the Schedule 13D. Item 1. SECURITY AND ISSUER. No material change. Item 2. IDENTITY AND BACKGROUND. No material change. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated in its entirety as follows: 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) $ 7,422,999.48 (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. No material change. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (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, and because of his individual ownership of 872,400 shares of the Stock, R. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,023,100 shares of Stock, which constitutes approximately 8.4% 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 2,150,700 shares of Stock. In his individual capacity, R. Bass has sole power to vote or to direct the vote and to dispose or to direct the disposition of 872,400 shares of the Stock. (c) On December 8, 1998, R. Bass purchased 500,000 shares of the Stock at a price of $9.06 per share in a transaction on the New York Stock Exchange. 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 since the last 13D filing. (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. No material change. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii). 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: December 10, 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. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith EX-99.1 2 JOINT FILING AGRMT FOR SCHED. 13D 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. -----END PRIVACY-ENHANCED MESSAGE-----