-----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, LcUKGeZoOwdiV9+8aV4zVOXu5dY2VR7RP3lY4kDP0bzXZT6m95/Bssfw5UzmFSPH gRSkedZQNdTqBog/kpEddw== 0000921530-03-000593.txt : 20031009 0000921530-03-000593.hdr.sgml : 20031009 20031009161454 ACCESSION NUMBER: 0000921530-03-000593 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031009 GROUP MEMBERS: ALCR CORP GROUP MEMBERS: ANDREW SANDLER GROUP MEMBERS: FOUR JK CORP. GROUP MEMBERS: JOHN KORNREICH GROUP MEMBERS: MICHAEL J. MAROCCO GROUP MEMBERS: MJDM CORP. GROUP MEMBERS: SANDLER ASSOCIATES GROUP MEMBERS: SANDLER ASSOCIATES II, L.P. GROUP MEMBERS: SANDLER CAPITAL MANAGEMENT GROUP MEMBERS: SANDLER OFFSHORE FUND, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNTERRA CORP CENTRAL INDEX KEY: 0001016577 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT) [6532] IRS NUMBER: 954582157 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47333 FILM NUMBER: 03935175 BUSINESS ADDRESS: STREET 1: 3865 W CHEYENNE AVENUE STREET 2: BUILDING NO. 5 CITY: NORTH LAS VEGAS STATE: NV ZIP: 89032 BUSINESS PHONE: 7028048600 MAIL ADDRESS: STREET 1: 3865 W CHEYENNE AVENUE STREET 2: BUILDING NO. 5 CITY: NORTH LAS VEGAS STATE: NV ZIP: 89032 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: SANDLER CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001000742 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 112792496 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127548100 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 45TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G 1 sandler13g_092503.txt 13G 09/25/03 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) SUNTERRA CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 86787D 20 8 - -------------------------------------------------------------------------------- (CUSIP Number) September 25, 2003 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 13G Page 2 of 25 86787D 20 8 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Management 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY 0 EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 1,150,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,150,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,150,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4% 12 TYPE OF REPORTING PERSON PN CUSIP No. 13G Page 3 of 25 86787D 20 8 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Associates 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY OWNED BY 799,250 EACH REPORTING PERSON WITH 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,150,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 799,250 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.4% 12 TYPE OF REPORTING PERSON PN CUSIP No. 13G Page 4 of 25 86787D 20 8 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Associates II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 40,250 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 0 7 SOLE DISPOSITIVE POWER 40,250 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,250 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2% 12 TYPE OF REPORTING PERSON PN CUSIP No. 13G Page 5 of 25 86787D 20 8 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Offshore Fund, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 310,500 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 0 7 SOLE DISPOSITIVE POWER 310,500 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 310,500 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.7% 12 TYPE OF REPORTING PERSON CO CUSIP No. 13G Page 6 of 25 86787D 20 8 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MJDM Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,150,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,150,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,150,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4% 12 TYPE OF REPORTING PERSON CO CUSIP No. 13G Page 7 of 25 86787D 20 8 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Four JK Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,150,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,150,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,150,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4% 12 TYPE OF REPORTING PERSON CO CUSIP No. 13G Page 8 of 25 86787D 20 8 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ALCR Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,150,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,150,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,150,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4% 12 TYPE OF REPORTING PERSON CO CUSIP No. 13G Page 9 of 25 86787D 20 8 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Andrew Sandler 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,150,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,150,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,150,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4% 12 TYPE OF REPORTING PERSON IN CUSIP No. 13G Page 10 of 25 86787D 20 8 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Michael J. Marocco 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,150,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,150,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,150,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4% 12 TYPE OF REPORTING PERSON IN CUSIP No. 13G Page 11 of 25 86787D 20 8 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John Kornreich 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5 SOLE VOTING POWER SHARES BENEFICIALLY 0 OWNED BY EACH 6 SHARED VOTING POWER REPORTING PERSON WITH 1,150,000 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 1,150,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,150,000 shares of Common Stock 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.4% 12 TYPE OF REPORTING PERSON IN CUSIP No. 13G Page 12 of 25 86787D 20 8 SCHEDULE 13G Item 1. (a) Name of Issuer: Sunterra Corporation (b) Address of Issuer's Principal Executive Offices: 3865 West Cheyenne Avenue North Las Vegas, Nevada 89032 Item 2. 1. (a) Name of Person Filing: Sandler Capital Management (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler Capital Management is a registered investment advisor and general partnership organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 86787D 20 8 2. (a) Name of Person Filing: Sandler Associates ("Sandler Associates") (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler Associates is a limited partnership organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 86787D 20 8 3. (a) Name of Person Filing: Sandler Associates II, L.P. ("Sandler Associates II") CUSIP No. 13G Page 13 of 25 86787D 20 8 (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler Associates II is a limited partnership organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 86787D 20 8 4. (a) Name of Person Filing: Sandler Offshore Fund, Inc. ("Sandler Offshore") (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: Sandler Offshore is a corporation organized under the laws of the British Virgin Islands. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 86787D 20 8 5. (a) Name of Person Filing: MJDM Corp. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: MJDM Corp. is a corporation organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 86787D 20 8 6. (a) Name of Person Filing: Four JK Corp. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 CUSIP No. 13G Page 14 of 25 86787D 20 8 (c) Citizenship or Place of Organization: Four JK Corp. is a corporation organized under the laws of the State of Delaware. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 86787D 20 8 7. (a) Name of Person Filing: ALCR Corp. (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: ALCR Corp. is a corporation organized under the laws of the State of New York. (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 86787D 20 8 8. (a) Name of Person Filing: Andrew Sandler (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 86787D 20 8 9. (a) Name of Person Filing: Michael J. Marocco (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 86787D 20 8 CUSIP No. 13G Page 15 of 25 86787D 20 8 10. (a) Name of Person Filing: John Kornreich (b) Address of Principal Business Office, or, if none, Residence: 767 Fifth Avenue New York, New York 10153 (c) Citizenship or Place of Organization: United States (d) Title of Class of Securities: Common Stock, $0.01 par value (e) CUSIP Number: 86787D 20 8 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. 1. Sandler Capital Management: Amount beneficially owned: 1,150,000(1)(2) shares of Common Stock, $0.01 cents par value, of Sunterra Corporation. Reporting Person is managed by a committee (the "Management Committee") consisting of the principal stockholders of ALCR Corp., MJDM Corp., and Four JK Corp. (Andrew Sandler, Michael J. Marocco and John Kornreich). All decisions regarding Sandler Associates, Sandler Associates II and Sandler Offshore's investment in the securities of the Issuer require the consent of the Management Committee. Sandler Capital Management is the investment advisor of Sandler Associates, Sandler Associates II and Sandler Offshore. (b) Percent of class: 6.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,150,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares CUSIP No. 13G Page 16 of 25 86787D 20 8 (iv) Shared power to dispose or to direct the disposition of: 1,150,000 (1)(2) shares 2. Sandler Associates: (a) Amount beneficially owned: 799,250 shares of Common Stock, $0.01 par value, of Sunterra Corporation. (b) Percent of class: 4.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 799,250 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 799,250 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 3. Sandler Associates II, L.P.: (a) Amount beneficially owned: 40,250 shares of Common Stock, $0.01 par value, of Sunterra Corporation. (b) Percent of class: 0.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 40,250 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 40,250 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 4. Sandler Offshore Fund, Inc. (a) Amount beneficially owned: 310,500 shares of Common Stock, $0.01 CUSIP No. 13G Page 17 of 25 86787D 20 8 par value, of Sunterra Corporation. (b) Percent of class: 1.7% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 310,500 shares (ii) Shared power to vote or to direct the vote: 0 shares (iii) Sole power to dispose or to direct the disposition of: 310,500 shares (iv) Shared power to dispose or to direct the disposition of: 0 shares 5. ALCR Corp.: (a) Amount beneficially owned: 1,150,000(1)(2) shares of Common Stock, $0.01 par value, of Sunterra Corporation. Reporting Person is a general partner of Sandler Capital Management, which is the investment advisor of Sandler Associates, Sandler Associates II and Sandler Offshore. (b) Percent of class: 6.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,150,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 1,150,000 (1)(2) shares 6. MJDM Corp.: (a) Amount beneficially owned: 1,150,000 (1)(2) shares of Common Stock, $0.01 par value, of Sunterra Corporation. Reporting Person is a general partner of Sandler Capital Management, which is the investment advisor of Sandler Associates, Sandler Associates II and Sandler Offshore. CUSIP No. 13G Page 18 of 25 86787D 20 8 (b) Percent of class: 6.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,150,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 1,150,000 (1)(2) shares 7. Four JK Corp.: (a) Amount beneficially owned: 1,150,000 (1)(2) shares of Common Stock, $0.01 par value, of Sunterra Corporation. Reporting Person is a general partner of Sandler Capital Management, which is the investment advisor of Sandler Associates, Sandler Associates II and Sandler Offshore. (b) Percent of class: 6.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,150,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 1,150,000 (1)(2) shares 8. Andrew Sandler: (a) Amount beneficially owned: 1,150,000 (1)(2) shares of Common Stock, $0.01 par value, of Sunterra Corporation. Reporting Person is the sole shareholder of ALCR Corp., a member of the Management Committee of Sandler Capital Management, which is the investment advisor of Sandler Associates, Sandler Associates II and Sandler Offshore. CUSIP No. 13G Page 19 of 25 86787D 20 8 (b) Percent of class: 6.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,150,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 1,150,000 (1)(2) shares 9. Michael J. Marocco: (a) Amount beneficially owned: 1,150,000 (1)(2) shares of Common Stock, $0.01 par value, of Sunterra Corporation. Reporting Person is the sole shareholder of MJDM Corp., a member of the Management Committee of Sandler Capital Management, which is the investment advisor of Sandler Associates, Sandler Associates II and Sandler Offshore. (b) Percent of class: 6.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,150,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the 1,150,000 (1)(2) shares 10. John Kornreich: (a) Amount beneficially owned: 1,150,000 (1)(2) shares of Common Stock, $0.01 par value, of Sunterra Corporation. Reporting Person is the majority shareholder of Four JK Corp., a member of the Management Committee of Sandler Capital Management, which is the investment advisor of Sandler Associates, Sandler Associates II, and Sandler Offshore. CUSIP No. 13G Page 20 of 25 86787D 20 8 (b) Percent of class: 6.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 shares (ii) Shared power to vote or to direct the vote: 1,150,000 (1)(2) shares (iii) Sole power to dispose or to direct the disposition of: 0 shares (iv) Shared power to dispose or to direct the disposition of: 1,150,000 (1)(2) shares - ------------------------- (1) Includes 799,250, 40,250 and 310,500 shares of Common Stock beneficially owned by Sandler Associates, Sandler Associates II and Sandler Offshore, respectively. (2) The reporting person disclaims beneficial ownership of these securities except to the extent of his/her/its equity interest therein. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. See Item 4. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. See Exhibit A for Joint Filing Agreement. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. CUSIP No. 13G Page 21 of 25 86787D 20 8 By signing below each party certifies that, to the best of his, her or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and dare not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 13G Page 22 of 25 86787D 20 8 SIGNATURE 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. Date: October 9, 2003 SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a general partner By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: October 9, 2003 SANDLER ASSOCIATES By: /s/ Andrew Sandler -------------------------- Name: Andrew Sandler Title: General Partner Date: October 9, 2003 SANDLER ASSOCIATES II, L.P. By: /s/ Andrew Sandler -------------------------- Name: Andrew Sandler Title: General Partner Date: October 9, 2003 SANDLER OFFSHORE FUND, INC. By: /s/ Steven Warshavsky -------------------------- Name: Steven Warshavsky Title: Director CUSIP No. 13G Page 23 of 25 86787D 20 8 Date: October 9, 2003 ALCR CORP. By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: October 9, 2003 MJDM CORP. By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: October 9, 2003 FOUR JK CORP. By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: October 9, 2003 By: /s/ Andrew Sandler -------------------------- Name: Andrew Sandler Date: October 9, 2003 By: /s/ Michael J. Marocco -------------------------- Name: Michael J. Marocco Date: October 9, 2003 By: /s/ John Kornreich -------------------------- Name: John Kornreich CUSIP No. 13G Page 24 of 25 86787D 20 8 Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Sunterra Corporation and that this Agreement be included an Exhibit to such statement. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the 9th day of October, 2003. Date: October 9, 2003 SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a general partner By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: October 9, 2003 SANDLER ASSOCIATES By: /s/ Andrew Sandler -------------------------- Name: Andrew Sandler Title: General Partner Date: October 9, 2003 SANDLER ASSOCIATES II, L.P. By: /s/ Andrew Sandler -------------------------- Name: Andrew Sandler Title: General Partner Date: October 9, 2003 SANDLER OFFSHORE FUND, INC. By: /s/ Steven Warshavsky -------------------------- Name: Steven Warshavsky Title: Director Date: October 9, 2003 ALCR Corp. By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President CUSIP No. 13G Page 25 of 25 86787D 20 8 Date: October 9, 2003 MJDM Corp. By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: October 9, 2003 Four JK Corp. By: /s/ Moira Mitchell -------------------------- Name: Moira Mitchell Title: President Date: October 9, 2003 By: /s/ Andrew Sandler -------------------------- Name: Andrew Sandler Date: October 9, 2003 By: /s/ Michael J. Marocco -------------------------- Name: Michael J. Marocco Date: October 9, 2003 By: /s/ John Kornreich -------------------------- Name: John Kornreich -----END PRIVACY-ENHANCED MESSAGE-----