-----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, OTLAPbK6UK/6Uf+6u8TZgYmoIDtb8wBD118lq8h5ei86zJycTFeyWFYMe0K6rm9q frDRXiolGuYBheDy2UIx/g== 0000931217-02-000002.txt : 20020517 0000931217-02-000002.hdr.sgml : 20020517 20020517161809 ACCESSION NUMBER: 0000931217-02-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SILVERLEAF RESORTS INC CENTRAL INDEX KEY: 0001033032 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 752259890 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52949 FILM NUMBER: 02656408 BUSINESS ADDRESS: STREET 1: 1221 RIVERBEND DR STREET 2: SUITE 120 CITY: DALLAS STATE: TX ZIP: 75247 BUSINESS PHONE: 2146311166 MAIL ADDRESS: STREET 1: 1221 RIVERBEND DR STREET 2: SUITE 120 CITY: DALLAS STATE: TX ZIP: 75247 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GRACE BROTHERS LTD CENTRAL INDEX KEY: 0000931217 IRS NUMBER: 363417056 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: 8477331230 MAIL ADDRESS: STREET 1: 1560 SHERMAN AVE SUITE 900 CITY: EVANSTON STATE: IL ZIP: 60201 SC 13D 1 svr3d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Silverleaf Resorts, Inc. (Name of Issuer) COMMON STOCK, par value $.01 (Title of Class of Securities) 828395103 (CUSIP Number) David J. Allen, Esquire 290 South County Farm Road, Third Floor Wheaton, Illinois 60187-4526 Telephone: (630) 588-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 2, 2002 (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 Section 240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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). 2 Schedule 13D CUSIP No. 828395103 Page 2 of 10 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Grace Brothers, Ltd. 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of Shares 8 Shared Voting Power Beneficially 7,577,219 shares Owned by Each Reporting 9 Sole Dispositive Power Person With 10 Shared Dispositive Power 7,577,219 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 7,577,219 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 20.6% 14. Type of Reporting Person (See instructions) PN, BD 3 Schedule 13D CUSIP No. 828395103 Page 3 of 10 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Bradford T. Whitmore 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 11,571,426 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 11,571,426 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,571,426 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 31.4% 14. Type of Reporting Person (See instructions) IN 4 Schedule 13D CUSIP No. 828395103 Page 4 of 10 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Grace Investments, Ltd. 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Limited Partnership 7 Sole Voting Power Number of Shares 8 Shared Voting Power Beneficially 3,994,206 shares Owned by Each Reporting 9 Sole Dispositive Power Person With 10 Shared Dispositive Power 3,994,206 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,994,206 shares 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 10.8% 14. Type of Reporting Person (See instructions) PN 5 Schedule 13D CUSIP No. 828395103 Page 5 of 10 Pages 1. Names of Reporting Person S.S. OR I.R.S. Identification No. of Above Persons Spurgeon Corporation 2. Check the Appropriate Box if a Member of a Group (See instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See instructions) OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization Illinois Corporation 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned by 11,571,425 shares Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 11,571,425 shares 11. Aggregate Amount Beneficially Owned by Each Reporting Person 11,571,425 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) [ ] 13. Percent of Class Represented by Amount in Row (11) 31.4% 14. Type of Reporting Person (See instructions) CO 6 Page 6 of 10 Pages Item 1. Security and Issuer This Schedule 13D relates to the Common Stock, par value $.01 per share (the "Common Stock") issued by Silverleaf Resorts, Inc., a Texas corporation (the "Company"), whose principal executive offices are located at 1221 River Bend Drive, Suite 120, Dallas, Texas 75247. Item 2. Identity and Background (a) The statement is filed by Grace Brothers, Ltd., an Illinois limited partnership ("Grace") and Grace Investments, Ltd., an Illinois limited partnership ("Grace Investments"). Bradford T. Whitmore ("Whitmore") and Spurgeon Corporation ("Spurgeon") are the general partners of Grace and Grace Investments. (b) The business address of Grace, Grace Investments and Whitmore is 1560 Sherman Avenue, Suite 900, Evanston, Illinois 60201. The business of Spurgeon is 290 South County Farm Road, Third Floor, Wheaton, Illinois 60187. (c) The principal business of Grace is to purchase, sell, invest, and trade in securities. The principal business of Grace Investments is to invest and trade in securities. Whitmore's principal occupation is that of being a general partner of Grace and Grace Investments. The principal business of Spurgeon is that of being a general partner of Grace and Grace Investments. The names, business addresses, and present principal occupation or employment of each director and executive officer of Spurgeon are set forth in Exhibit A hereto. (d) None of the persons referred to 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 persons referred to 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) Grace and Grace Investments are Illinois limited partnerships and Spurgeon is an Illinois corporation. Whitmore is a citizen of the United States. 7 Page 7 of 10 Pages Item 3. Source and Amount of Funds The shares of Common Stock to which this Schedule 13D relates (the "Shares") were issued pursuant to an exchange offer commenced by the Company March 15, 2002 (the "Exchange Offer"), in which the Filers tendered previously outstanding 10-1/2% Senior Subordinated Notes (the "Old Notes"). The Old Notes had been purchased by the Filers with working capital and partnership funds. Item 4. Purpose of Transaction. The Filers participated in the Exchange Offer because they viewed it as the best option to maintain the value of their existing investment in the Old Notes. Reference is made to the Company's May 3, 2002 filing on Form 8-K, generally describing the Exchange Offer and its effects. The Filers desire to effect certain corporate governance changes, as more particularly described in Exhibit B to this Schedule 13D, which will require changes to the Company's charter and by-laws. Also as noted in that Exhibit, the Filers have obtained the agreement of Robert E. Mead, the Chairman and Chief Executive Officer of the Company, to assist the Filers in this effort generally, and to vote his own shares in favor of these changes. The Filers may, depending on market conditions and other factors they deem material, purchase additional shares of Common Stock or dispose of all or a portion of the Shares that they now own or any shares of Common Stock they may hereafter acquire. Except as set forth herein, the Filers have no plans or proposals which relate to or would result in any of the actions set forth in subparagraphs (a) through (j) of this Item 4. Item 5. Interest in Securities of the Issuer (a) As of the date of this filing, Grace beneficially owns 7,577,219 shares of Common Stock, representing approximately 20.6% of the outstanding shares of Common Stock. Grace Investments beneficially owns 3,994,206 shares of Common Stock, representing approximately 10.8% of the outstanding shares of Common Stock. As general partners of Grace and Grace Investments, Whitmore and Spurgeon may be deemed beneficial owners of 11,571,425 shares of Common Stock, or 31.4% of the outstanding shares of Common Stock, although they otherwise disclaim beneficial ownership. 8 Page 8 of 10 Pages (b) Grace: shared voting power (with Whitmore and Spurgeon) 7,577,219 Shares Grace Investments: shared voting power (with Whitmore and Spurgeon) 3,994,206 Shares Whitmore: shared voting power (with Grace, Grace Investments and Spurgeon) 11,571,425 Shares Spurgeon: shared voting power (with Grace, Grace Investments and Whitmore) 11,571,425 Shares (c) The Shares were acquired in the Exchange Offer. No other transactions have occurred in the last 60 days. (d) No person other than the Filers is known to have the right to receive, or the power to direct the receipt of, dividends from or the proceeds from the sale of the Shares. (e) N/A Item 7. Items to be Filed as Exhibits Exhibit A - Directors and Executive Officers of Spurgeon Corporation Exhibit B - Letter Agreement dated April 12, 2002 between Robert Mead and Grace regarding certain corporate governance matters. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer There are no contracts, arrangements, understandings or other relationships with respect to any securities of the Company. Item 7. Items to be Filed as Exhibits Exhibit A - Directors and Executive Officers of Spurgeon Corporation SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement with respect to it is true, complete and correct. Dated: May 15, 2002 Grace Brothers, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner Grace Investments, Ltd. By: /s/ Bradford T. Whitmore Name: Bradford T. Whitmore Its: General Partner 9 Page 9 of 10 Pages Exhibit A Director and Officers of Spurgeon Corporation Judith M. Van Kampen Box 770 101 Washington St. Grand Haven, MI 49417-0070 Director of Spurgeon. Trustee of Judith M. Van Kampen Trust which is Manager of Van Kampen Asset Management Company, LLC. Karla M. Van Kampen-Pierre Box 770 101 Washington St. Grand Haven, MI 49417-0070 Director of Spurgeon. Trustee of Judith M. Van Kampen Trust which is Manager of Van Kampen Asset Management Company, LLC. David Wisen Box 770 101 Washington St. Grand Haven, MI 49417-0070 Director and President of Spurgeon. President of Van Kampen Asset Management Company, LLC. David J. Allen 290 South County Farm Road Third Floor Wheaton, IL 60187 Vice President and Secretary of Spurgeon. Trustee of Judith M. Van Kampen Trust which is Manager of Van Kampen Asset Management Company, LLC. Senior Vice President and General counsel of Van Kampen Asset Management Company, LLC. Jerald A. Trannel 290 South County Farm Road Third Floor Wheaton, IL 60187 Vice President and Treasurer of Spurgeon. Controller of Grace Brothers, Ltd. and Senior Vice President and Treasurer of Van Kampen Asset Management Company, LLC. J. Timothy Onufrock 290 South County Farm Road Third Floor Wheaton, IL 60187 Assistant Secretary of Spurgeon. All are United States Citizens. The Business address of Van Kampen Asset Management Company, LLC is 290 South County Farm Road, Third Floor, Wheaton, IL 60187. The principal business of Van Kampen Asset Management Company, LLC is investment and asset management. 10 Page 10 of 10 Pages Exhibit B Letter Agreement dated April 12, 2002 between Robert Mead and Grace regarding certain corporate governance matters. April 12, 2002 Robert Mead Silverleaf Resorts, Inc. 1221 River bend Drive Dallas, TX 75247 Re: Corporate issues of Silverleaf Resorts, Inc. (the "Company") Dear Bob: The purpose of this letter is to describe the understanding reached between us today relating to the Offer to Exchange the Silverleaf 10-1/2% notes for, among other consideration, shares of common stock of the Company (the "Exchange"). In exchange for us agreeing to participate in the Exchange, you agree that, in your capacity as a shareholder as well as a director of the Company, you will endeavor, as soon as practicable after the Exchange is completed, to cause a meeting of shareholders to take place, which meeting will be for the purpose of voting on corporate issues of the Company as follows: 1. A proposal to modify the Company's Charter to provide that all provisions in the Charter may be amended by a majority vote of all shares outstanding. 2. Modify the Charter (and any other governing document, if applicable) to remove the provision for a staggered Board of Directors, and provide for election of directors at the annual meeting of shareholders, whose term shall be for one year. 3. Modify the Company's Articles of Incorporation or Bylaws, as necessary, to expressly elect to not be governed by the Texas Business Combination Law; and provide that a merger, share exchange, consolidation, dissolution, or sale of all or substantially all of the assets of the Company must be approved by a majority vote of all shares outstanding (which currently requires 2/3 of the votes). Further, you agree to vote, at any shareholder meeting convened to vote on these proposals, all of your shares currently held, as well as any additional shares you acquire (to include all shares, held directly or indirectly, over which you have control), in favor of the modifications described above. In the event that the modifications can otherwise be made without a formal meeting, you agree to vote your shares to accomplish such modifications. Sincerely, Agreed: By: /s/ Bradford T. Whitmore By: /s/ Robert Mead Bradford T. Whitmore Robert Mead General Partner -----END PRIVACY-ENHANCED MESSAGE-----