-----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, IfS0bl+LY8eTtQFqi5JwgGgobRErAdfHaJkXgef167zjvewbtFbr6O7g5L7omwce q/e8a9WIuuJXQDk41Rgw8g== 0000897423-98-000268.txt : 19981102 0000897423-98-000268.hdr.sgml : 19981102 ACCESSION NUMBER: 0000897423-98-000268 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981026 DATE AS OF CHANGE: 19981030 SROS: NYSE 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: 7000 IRS NUMBER: 954582157 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-47333 FILM NUMBER: 98730383 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 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 1 SUNTERRA CORPORATION SCHEDULE 13D 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. 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: 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. 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). 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. 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-----