UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 14f-1/A

Under the Securities Exchange Act of 1934

Trendwest Resorts, Inc.
(Exact name of registrant as specified in its corporate charter)

000-22979
----------
Commission File No.

Oregon 93-1004403
State of Incorporation (IRS Employer
Identification No.)

9805 Willows Road
Redmond, Washington 98052
(Address of principal executive offices)

(425) 498-2500
(Registrant's telephone number, including area code)

April 30, 2002

Trendwest Resorts, Inc.

Schedule 14f-1

Introduction

This information statement is being furnished pursuant to Section 14(f)
of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 14f-1
thereunder, in connection with a proposed change in the membership of the board
of directors of Trendwest Resorts, Inc (the "Board"). The date of this
information statement is April 15, 2002.

This information statement is being mailed to stockholders of record as
of April 11, 2002 and filed with the Securities and Exchange Commission (the
"SEC") on April 15, 2002.

On March 30, 2002, JELD-WEN, inc. ("JELD-WEN") and certain other
shareholders (together with JELD-WEN, the "Selling Stockholders") of Trendwest
entered into a Stock Purchase Agreement with Cendant Corporation ("Cendant") and
a wholly-owned subsidiary of Cendant ("Merger Sub"). Under the terms of the
Stock Purchase Agreement, Merger Sub will purchase all shares of Trendwest
common stock held at the time of purchase by the Selling Stockholders and
certain other shareholders of Trendwest (the "Stock Purchase") in exchange for
shares of common stock of Cendant, par value $0.01 per share, designated as CD
common stock. The shares of Trendwest common stock held by the Selling
Stockholders constitute approximately 91% of the number of shares of Trendwest
common stock outstanding as of the date of the Stock Purchase Agreement. In
addition, concurrently with the Stock Purchase Agreement, we entered into an
Agreement and Plan of Merger and Reorganization with Cendant, Merger Sub and
JELD-WEN (the "Merger Agreement") pursuant to which Merger Sub will be merged
into us, following the effectiveness of a registration statement on Form S-4 to
be filed by Cendant with the Securities and Exchange Commission covering the
shares of common stock of Cendant to be issued in the merger, upon the filing by
Merger Sub of articles of merger with the office of the Secretary of State of
the State of Oregon or at such other time as Cendant and Trendwest shall have
agreed and specified in the articles of merger (the "Effective Time"). Following
the merger, Trendwest will be a wholly-owned subsidiary of Cendant.

Pursuant to the Merger Agreement, we agreed that promptly upon
consummation of the Stock Purchase, Cendant shall be entitled to designate such
number of directors, rounded up to the next whole number, of the Board (giving
effect to the directors elected or designated by Cendant pursuant to this
sentence) multiplied by the percentage that the aggregate number of shares of
Trendwest common stock owned by Merger Sub, Cendant and any of their affiliates
bears to the total number of shares of Trendwest common stock then outstanding.
Trendwest shall, upon Cendant's request, use its best efforts promptly either to
increase the size of the Board, including by amending the Bylaws of Trendwest if
necessary so as to increase the size of the Board, or to secure the resignations
of such number of its incumbent directors other than directors on Trendwest's
designated special committee, or both, as is necessary to enable such designees
of Cendant be so elected or appointed to the Board, and Trendwest shall take all
actions available to it to cause such designees of Cendant to be so elected or
appointed at such time. At such time, Trendwest shall, upon Cendant's request,
also take all action necessary to cause persons designated by Cendant to
constitute the same percentage (rounded up to the next whole number) as is on
the Board of each committee of the Board.

In the event that Cendant's designees are elected or appointed to the
Board, then, until the Effective Time, neither Cendant nor Merger Sub shall take
any action to remove any of the special committee directors without cause or
fail to nominate for re-election or elect such directors to another term and, in
any case, in the event that any of such individuals shall resign or decline to
be nominated for re-election, the Board shall have at least two directors who
meet the independence requirements of the rules and regulations of Nasdaq
(including any of the special committee directors) (the "Independent
Directors"), provided, that, in such event, if the number of Independent
Directors shall be reduced below two for any reason whatsoever, any remaining
Independent Directors (or Independent Director, if there be only one remaining)
shall be entitled to designate persons to fill such vacancies who shall be
deemed to be Independent Directors or, if no Independent Director then remains,
the other directors shall designate two persons to fill such vacancies who shall
not be shareholders, affiliates, employees or associates of Trendwest, JELD-WEN,
Cendant or Merger Sub, and such persons shall be deemed to be Independent
Directors. Notwithstanding anything in the Merger Agreement to the contrary, in
the event that Cendant's designees constitute

a majority of the directors on the Board, the affirmative vote of a majority of
the Independent Directors shall be required after the consummation of the Stock
Purchase and prior to the effective time of the merger, to (a) amend or
terminate the Merger Agreement by Trendwest, (b) exercise or waive any of
Trendwest's rights, benefits or remedies under the Merger Agreement if such
exercise or waiver would materially and adversely affect holders of shares of
Trendwest common stock other than Cendant or Merger Sub, or (c) take any other
action under or in connection with the Merger Agreement if such action would
materially and adversely affect holders of shares of Trendwest common stock
other than Parent or Merger Sub; provided, that, if there shall be no such
directors, such actions may be effected by unanimous vote of the entire Board.

THIS INFORMATION STATEMENT IS REQUIRED BY SECTION 14(F) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER IN CONNECTION WITH THE
APPOINTMENT OF CENDANT'S DESIGNEES TO THE BOARD. NO ACTION IS REQUIRED BY OUR
STOCKHOLDERS IN CONNECTION WITH THE RESIGNATION AND APPOINTMENT OF ANY DIRECTOR.

Voting Securities

As of March 28, 2002, there were 38,173,114 shares of our common stock
outstanding. Each share of common stock entitles the holder thereof to one vote
on each matter which may come before a meeting of the stockholders.

Change of Control

The following summaries of the Stock Purchase Agreement, Merger
Agreement and Stock Option Agreement (the "Agreements") are summaries and are
qualified in their entirety by references to the agreements which we filed as
exhibits to our Current Report on Form 8-K filed with the SEC on April 1, 2002.

General

On March 30, 2002, the Selling Stockholders entered into a Stock
Purchase Agreement with Cendant and Merger Sub. Under the terms of the Stock
Purchase Agreement, Merger Sub will purchase all shares of Trendwest common
stock held at the time of purchase by the Selling Stockholders in exchange for a
number of shares of common stock of Cendant, designated as CD common stock equal
to the exchange ratio described below per share of Trendwest common stock. The
Selling Stockholders have agreed in the Stock Purchase Agreement not to transfer
to any person any of their shares of Trendwest common stock prior to termination
of the Stock Purchase Agreement, except, in the case of JELD-WEN, in connection
with the MountainStar Redemption (as described below). The shares of Trendwest
common stock held by the Selling Stockholders constitute approximately 91% of
the number of shares of Trendwest common stock outstanding as of the date of the
Stock Purchase Agreement. In addition, we entered into the Merger Agreement
pursuant to which Merger Sub will be merged into us following consummation of
the purchase under the Stock Purchase Agreement and the satisfaction of certain
other conditions.

The transactions under the Agreements, as structured, are intended to
qualify as a tax-free reorganization under the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder. Pursuant to the
Stock Purchase Agreement, the number of shares of CD common stock to be issued
per share of Trendwest common stock to the Selling Stockholders will determined
by dividing $24.00 by the average closing price of CD common stock for the 10
consecutive NYSE trading days ending on (and including) the second trading day
immediately prior to, and excluding, the closing under the Stock Purchase
Agreement (the "Average Cendant Share Price"), as follows:

Average Cendant Share Price Exchange Ratio

$16.15 or less 1.486
$16.15-$18.50 1.486 to 1.297
$18.50 or greater 1.297

Pursuant to the Merger Agreement, Trendwest shareholders other than
JELD-WEN will receive shares based on an exchange ratio that is the higher of
the exchange ratio in the Stock Purchase as described above and an exchange
ratio determined according to the same formula but based on the average of the
closing sales prices of CD Common Stock for the ten consecutive NYSE trading
days ending on (and including) the second trading day immediately prior to (and
excluding) the date that Cendant's registration statement covering shares to be
issued to Trendwest shareholders other than the Selling Stockholders becomes
effective (the " Average Cendant Merger Trading Price"). In addition, in the
event that the Average Cendant Merger Trading Price is less than $13.50, the
exchange ratio will be increased so that Trendwest shareholders other than
JELD-WEN will receive that number of CD common stock determined by dividing
$20.06 by the Average Cendant Share Price.

Pursuant to the Merger Agreement, Merger Sub, after the satisfaction of
certain conditions, will merge with and into Trendwest, with Trendwest
continuing as the surviving corporation. Following the merger, Trendwest will be
a wholly-owned subsidiary of Cendant.

Accordingly, the acquisition by Cendant of Trendwest will, as described
above, be consummated in two steps. In the first step of the transaction - the
Stock Purchase - approximately 90% of the outstanding shares of Trendwest common
stock will be purchased from the Selling Stockholders. If the Average Cendant
Share Price per share is less than $13.50, JELD-WEN will have a right to
terminate the transaction. In the second step of the transaction, the remaining
approximately 10% of the outstanding shares of Trendwest common stock will be
acquired pursuant to the merger. Cendant intends to effect the merger without a
meeting of shareholders of Trendwest in accordance with the provisions of
Section 60.491 of the Oregon Revised Statutes, which allow an

entity which owns at least 90% of the outstanding shares of another entity (as
would be the case with Merger Sub in respect of Trendwest) to merge with that
entity no sooner than 30 days following the delivery to all shareholders of a
notice of its intent to effect such a merger (accompanied by a summary plan of
merger) simply by filing articles of merger with the office of the Secretary of
State of the State of Oregon. In addition, under Oregon law, in the case of a
"short form" merger effected pursuant to Section 60.491 of the Oregon Revised
Statutes, shareholders that otherwise would be entitled to exercise dissenters'
appraisal rights do not have these rights if the stock affected is registered on
a national securities exchange or is quoted on the National Association of
Securities Dealers, Inc. Automated Quotation System ("Nasdaq") as a National
Market System issue at the time that a summary plan of merger is mailed to
shareholders pursuant to Section 60.491 of the Oregon Revised Statutes. Since
Trendwest common stock is quoted on the National Association of Securities
Dealers, Inc. Automated Quotation System as a National Market System issue,
dissenters' appraisal rights will not be available in connection with the
merger.

Immediately prior to the closing under the Stock Purchase Agreement, in
accordance with the Merger Agreement and pursuant to a Conditional Stock
Redemption Agreement between JELD-WEN and us, we will transfer the assets
comprising the MountainStar development project and certain assets related
thereto to JELD-WEN in redemption of approximately 1.8 million shares of
Trendwest common stock valued at $24 per share (the "MountainStar Redemption").
After the redemption, the shares will be canceled. The purchase price for
MountainStar will be equal to the carrying value of MountainStar on our books at
the closing date of the MountainStar Redemption, which is estimated to be
approximately $75.5 million less the sum of the amount of debt on the balance
sheet of MountainStar (which we expect will approximate $32.4 million on the
date of the MountainStar Redemption) to be assumed by JELD-WEN as a consequence
of the MountainStar Redemption. The merger agreement provides that if the
average price of CD common stock is less than $10.00 on the closing date of the
merger, then the MountainStar Redemption will be cancelled, JELD-WEN and
Trendwest will be returned to their respective positions prior to the
MountainStar Redemption and the shares that would have been redeemed will be
purchased from JELD-WEN by Merger Sub under the stock purchase agreement at the
price per share paid for JELD-WEN's other Trendwest shares.

We have retained the right to repurchase MountainStar for a period of
two months after the closing of the second step of the transaction in exchange
for the net book value of MountainStar, payable in shares of Cendant common
stock. In addition, we have retained rights to develop timeshare condominiums on
the MountainStar property in Washington State

As an inducement to Cendant's entering into the Merger Agreement, we
entered into a Stock Option Agreement (the "Stock Option Agreement"), dated as
of March 30, 2002, with Merger Sub and Cendant. Pursuant to the Stock Option
Agreement, we granted an option (the "Option") to Merger Sub to purchase at a
purchase price of $24 per share, shares of Trendwest common stock. The Option
may be exercised by Merger Sub at any time and from time to time after Merger
Sub purchases, pursuant to the stock purchase agreement, at least 71% of the
outstanding shares of Trendwest common stock. This option is intended to ensure
that Merger Sub is able to effect the merger without a vote of the Trendwest
shareholders by means of the "short-form" merger provisions of Section 60.491 of
the Oregon Revised Statutes.

Changes to the Board of Directors

We expect that William F. Peare, Jeffery P. Sites, Jerol E. Andres,
Douglas P. Kintzinger, and Roderick C. Wendt will resign as directors (the
"resigning directors") and be replaced by directors designated by Cendant (the
"incoming directors"). The change in directors is expected to occur at any time
following the closing under the Stock Purchase Agreement, but no earlier than
ten (10) days after the date on which this information statement is filed with
the SEC and mailed to all holders of record of Trendwest common stock as
required by Rule 14f-1 of the Exchange Act. This step may be accomplished at a
meeting or by written consent of the Board providing that the size of the Board
will be increased and/or sufficient numbers of current directors will resign
such that, immediately following such action, the number of vacancies to be
filled by Cendant's designees will constitute at least a majority of the
available positions on the Board.

Cendant has informed us that it will choose the incoming directors from
the individuals listed below. Each of the following individuals has consented to
serve as one of our directors if appointed or elected. Cendant has advised us
that, to the best of Cendant's knowledge, except as set forth below, none of the
Cendant designees is currently a director of, or holds any position with, us and
have not been involved in any transactions with us or any

of our directors, executive officers, affiliates or associates which are
required to be disclosed pursuant to the rules and regulations of the SEC.
Cendant has informed us that, to the best of its knowledge, none of the
designees has been convicted in a criminal proceeding, excluding traffic
violations or similar misdemeanors, or has been a party to any judicial or
administrative proceeding during the past five years, except for matters that
were dismissed without sanction or settlement, that resulted in a judgment,
decree or final order enjoining the person from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws.

<Table>
<Caption>
Name Age Business Experience

James E. Buckman 57 Mr. Buckman has been a Vice Chairman since November 1998 and General
Counsel and a Director of Cendant Corporation since December 1997.
Mr. Buckman was a Senior Executive Vice President of Cendant
Corporation from December 1997 until November 1998. Mr. Buckman was
the Senior Executive Vice President and General Counsel and
Assistant Secretary of HFS Incorporated, a predecessor to Cendant
Corporation ("HFS"), from May 1997 to December 1997, a Director of
HFS since June 1994 and was Executive Vice President, General
Counsel and Assistant Secretary of HFS from February 1992 to May
1997. Mr. Buckman also serves as a Director and officer of several
subsidiaries of Cendant Corporation. From November 1994 to February
1996, Mr. Buckman served as the Executive Vice President, General
Counsel and Secretary of Chartwell and until August 1996 he served
as a Director of Chartwell. Mr. Buckman also serves as a Director
of PHH Corporation, a wholly owned subsidiary of Cendant
Corporation, which files reports pursuant to the Exchange Act and
FFD Development Company LLC. Mr. Buckman also serves on the Board
of Trustees of Fordham University and the Gregorian University
Foundation.

Stephen P. Holmes 45 Mr. Holmes has been a Vice Chairman and Director of Cendant
Corporation and Chairman and Chief Executive Officer of the
Hospitality Services Division of Cendant Corporation since December
1997. Mr. Holmes was Vice Chairman of HFS from September 1996 until
December 1997 and was a Director of HFS from June 1994 until
December 1997. From July 1990 through September 1996, Mr. Holmes
served as Executive Vice President, Treasurer and Chief Financial
Officer of HFS. Mr. Holmes also serves as a Director and officer of
several subsidiaries of Cendant Corporation and as a Director of FFD
Development Company LLC. Mr. Holmes is a Director of PHH
Corporation, a wholly owned subsidiary of Cendant Corporation, which
files reports pursuant to the Exchange Act. Mr. Holmes is also a
Director of Avis Europe PLC. Mr. Holmes was a Director of Avis
Group Holdings, Inc. from September 1997 until March 1, 2001. Mr.
Holmes also serves on the Board of Trustees of Chilton Memorial
Hospital in Pompton Plains, New Jersey and on the Board of Directors
of the Boys and Girls Club of Morris County, New Jersey.

Henry R. Silverman 61 Mr. Silverman has been President and Chief Executive Officer and
Director of Cendant Corporation since December 1997 and Chairman of
the Board of Directors and Chairman of the Executive Committee of
the Board of Directors since July 28, 1998. Mr. Silverman was
Chairman of the Board, Chairman of the Executive Committee and Chief
Executive Officer of HFS from May 1990 until December 1997. From
November 1994 until February 1996, Mr. Silverman also served as
Chairman of the Board and Chief Executive Officer of Chartwell.

John W. Chidsey 39 Mr. Chidsey has been Chairman and Chief Executive Officer of the
Financial Services Division and Vehicle Services Division of Cendant
Corporation since August 2001. From March 2000 to August 2001, Mr.
Chidsey was Chief Executive Officer of the Diversified Services
Division, including the Individual Membership Segment. Mr. Chidsey
was Chief Executive Officer of the Diversified Services Division,
excluding the Individual Membership Segment, from January 2000 until
March 2000. Mr. Chidsey was Chairman and Chief Executive Officer of
the Insurance/Wholesale Division of Cendant Corporation from
November 1998 until January 2000. From May 1998 to November 1998,
Mr. Chidsey was President and Chief Operating Officer of the
Alliance Marketing Division of Cendant Corporation. From December
1997 to May 1998, Mr. Chidsey was Executive Vice President, Business
Development of Cendant Corporation. From 1995 to December 1997, Mr.
Chidsey was Senior Vice President, Preferred Alliance Services for
HFS. Prior to joining HFS, Mr. Chidsey was the Chief Financial
Officer at two divisions of PepsiCo, Inc. with responsibilities for
international operations. Mr. Chidsey is a Director of Trilegiant
Corporation.

Thomas D. Christopoul 37 Mr. Christopoul has been Senior Executive Vice President and Chief
Administrative Officer of Cendant Corporation since April 2000.
From January 2000 to April 2000, Mr. Christopoul was President,
Cendant Membership Services. From October 1999 to January 2000, Mr.
Christopoul was Executive Vice President, Corporate Services. From
April 1998 to October 1999, Mr. Christopoul was Executive Vice
President, Human Resources, and from December 1997 until April 1998,
Mr. Christopoul was Senior Vice President, Human Resources. Mr.
Christopoul was Senior Vice President, Human Resources of HFS from
October 1996 until December 1997 and Vice President Human Resources
of HFS from October 1995 until October 1996. He also is Chairman of
Advance Ross Corporation, a subsidiary of Cendant Corporation.

Scott E. Forbes 44 Mr. Forbes has been Senior Executive Vice President and Group
Managing Director of Cendant Europe, Middle East and Africa since
December 2000 and Executive Vice President and Group Managing
Director of Cendant Europe from November 1998. Mr. Forbes was
Executive Vice President, Finance of Cendant and Chief Accounting
Officer from April 1998 to November 1998. From December 1997 until
April 1998 and from August 1993 until April December 1997, Mr.
Forbes was Senior Vice President Finance of Cendant and HFS.

Samuel L. Katz 36 Mr. Katz has been Senior Executive Vice President, Chief Strategic
Officer and Chairman and Chief Executive Officer Travel Distribution
Division since July 2001. From January 2001 to July 2001, Mr. Katz
was Senior Executive Vice President--Strategic and Business
Development and from January 2000 to January 2001, Mr. Katz was
Senior Executive Vice President and Chief Executive Officer of the
Cendant Internet Group. Mr. Katz was Senior Executive Vice
President, Strategic Development of Cendant Corporation from July
1999 to January 2000, Executive Vice President, Strategic
Development from April 1998 until January 2000, and Senior Vice
President, Acquisitions from December 1997 to March 1998. Mr. Katz
was Senior Vice President, Acquisitions of HFS from January 1996 to
December 1997. From June 1993 to December 1995, Mr. Katz was Vice
President of Dickstein Partners Inc., a private investment firm.
Mr. Katz is a Director of NRT Incorporated, Go2 Systems Inc.,
Netgrocer and Trilegiant Corporation.

Kevin M. Sheehan 47 Mr. Sheehan has been Senior Executive Vice President and Chief
Financial Officer of Cendant Corporation since March 1, 2001. From
August 1999 to February 2001, Mr. Sheehan was President--Corporate
and Business Affairs and Chief Financial Officer of Avis Group
Holdings, Inc. and a Director of that company since June 1999. From
December 1996 to August 1999, Mr. Sheehan was Executive Vice
President and Chief Financial Officer of Avis Group Holdings, Inc.
He served as Executive Vice President and Chief Financial Officer of
Avis Car Rental Services, Inc. from December 1996 until March 1,
2001 and of PHH from June 1999 until March 1, 2001. From September
1996 to September 1997, Mr. Sheehan was a Senior Vice President of
HFS. From December 1994 to September 1996, Mr. Sheehan was Chief
Financial Officer for STT Video Partners, a joint venture between
Time Warner, Telecommunications, Inc., Sega of America and HBO.
Prior thereto, he was with Reliance Group Holdings, Inc., an
insurance holding company, and some of its affiliated companies for
ten years and was involved with the formation of the Spanish
language television network, Telemundo Group, Inc. and from 1991
through 1994 was Senior Vice President-- Finance and Controller.

Richard A. Smith 48 Mr. Smith has been Chairman and Chief Executive Officer of the Real
Estate Division of Cendant Corporation since December 1997. Mr.
Smith was President of the Real Estate Division of HFS from October
1996 to December 1997 and Executive Vice President of Operations for
HFS from February 1992 to October 1996. Mr. Smith is a Director of
NRT Incorporated. Mr. Smith also serves on the Easter Seals
National Board, the Harvard Joint Center for Housing and is a member
of Columbus State University's Board of Trustees.

Tobia Ippolito 37 Mr. Ippolito has been Executive Vice President and Chief Accounting
Officer since April 2001. Prior to that, Mr. Ippolito was Executive
Vice President--Finance and Administration of Cendant Internet Group
from April 2000 to April 2001, Senior Vice President, Special
Projects and Strategic Initiatives from September 1999 to April 2000
and from April 1998 to September 1999, he was Senior Vice President,
Finance and Corporate Controller. From December 1997 to April 1998,
Mr. Ippolito was Vice President and Corporate Controller of Cendant
Corporation. From January 1995 to December 1997, Mr. Ippolito was
Vice President and Corporate Controller of HFS and from January 1993
to January 1995, Mr. Ippolito was Corporate Controller of HFS. Mr.
Ippolito is a Director of Trilegiant Corporation.

Eric J. Bock 37 Mr. Bock has been Senior Vice President, Law and Corporate Secretary
of Cendant Corporation since January 2000. From July 1997 to
January 2000, he was Vice President, Legal. From June 1994 to July
1997, Mr. Bock was an associate at the law firm of Skadden, Arps,
Slate, Meagher & Flom, LLP.

</Table>

Directors and Executive Officers

The following is a brief description of our directors other than the
resigning directors and our executive officers:

<Table>
<Caption>
Name Age Business Experience

Directors

Harry L. Demorest 60 Mr. Demorest has served as a director since 1997 and currently is a
member of the audit committee. Mr. Demorest is Chief Executive
Officer of Columbia Forest Products, Inc. having served in this
capacity since March 1996. Previously, he served as President from
March 1994 to March 1996, and as Executive Vice President from April
1992 to February 1994. Prior to his employment by Columbia Forest
Products, Inc., Mr. Demorest was a partner with Arthur Andersen &
Co., serving as Office Managing Partner for the Portland, Oregon
office from 1981 to 1991 and as Partner-in-Charge of the tax
division of the Portland office from 1979 to 1985.

Michael P. Hollern 63 Mr. Hollern has served as a director since 1997 and currently is a
member of both the audit and compensation committees. Mr. Hollern is
Chairman and CEO of Brooks Resources Corporation, having served in
this capacity since 1999 and previously as President since 1983. Mr.
Hollern also serves on the boards of several corporate, civic and
charitable organizations.

Linda M. Tubbs 54 Ms. Tubbs has served as a director since 1997 and currently is a
member of both the compensation and audit committees, serving as
chairperson of the latter. Ms. Tubbs retired from Wells Fargo Bank
as Executive Vice President, having served as Division Manager for
the Northwest Commercial Banking Group in Oregon, Washington, Idaho
and Utah since 1996. Prior to their merger with Wells Fargo Bank,
Ms. Tubbs was Senior Vice President and Manager of First
Interstate's Portland, Oregon, Commercial Banking Administration.
Ms. Tubbs also serves on the boards of several civic and charitable
organizations.
Executive Officers

William F. Peare 64 Mr. Peare has served as President, Chief Executive Officer, and a
director since 1989. Prior to founding Trendwest in 1989, Mr. Peare
served as a management consultant for Eagle Crest Resort in Redmond,
Oregon ("Eagle Crest") and for Elkhorn Resort in Sun Valley, Idaho.
From 1985 to 1987, Mr. Peare was a Senior Vice President at Horizon
Airlines. We expect that Mr. Peare will resign as a director at the
next meeting of our Board following the closing under the Stock
Purchase Agreement.

Jeffery P. Sites 45 Mr. Sites has served as Executive Vice President, Chief Operating
Officer, Secretary and a director since 1989. Mr. Sites oversees our
day-to-day operations. Mr. Sites served as Treasurer from 1989 to
1997. Prior to 1998, he served as director and Treasurer of
WorldMark. We expect that Mr. Sites will resign as a director at
the next meeting of our Board following the closing under the
Stock Purchase Agreement.

Gene F. Hensley 49 Mr. Hensley is an Executive Vice President, having served in this
capacity since 1998. Previously, Mr. Hensley served as Vice
President of Operations from 1995. Mr. Hensley's current
responsibilities include oversight of domestic sales, marketing, and
WorldMark operations. Since 1996, he has served as President of
WorldMark the Club. He also serves as a director of various
Trendwest subsidiaries.

Alan B. Schriber 50 Mr. Schriber is an Executive Vice President, having served in this
capacity since January 1999. Previously Mr. Schriber served as Vice
President - Administration and Finance from 1994 to 1997. Mr.
Schriber is responsible for accounts receivable, data processing,
contract processing, corporate communications, and human resources
functions for Trendwest.

Timothy P. O'Neil 39 Mr. O'Neil is an Executive Vice President, having served in this
capacity since January 2002 and Chief Financial Officer and
Treasurer since April 2000. Previously Mr. O'Neil served as Vice
President - Finance from February 1999 to April 2000. Prior to
joining Trendwest, Mr. O'Neil was Vice President - Loan Sales &
Syndications at Bank One Capital Markets.

</Table>

Compensation of Directors and Executive Officers

Summary Compensation Table

The following table and related notes set forth all compensation
received for the three fiscal years ended December 31, 2001 by our chief
executive officer ("CEO") and the four most highly paid executive officers
(other than the CEO) who were serving as executive officers at the end of 2001
(collectively, together with the CEO, the "Named Executive Officers").

<Table>
<Caption>
Long-Term
Compensation
---------------------
Other Annual Securities
Compensation ($) Underlying
Name and Principal Position Year Salary ($) Bonus ($) (1) Options(#)
- ---------------------------------------- --------- ------------- ------------ -------------------- ---------------------

William F. Peare........................ 2001 $150,000 $299,999 $22,088 12,000
President and CEO 2000 130,000 260,202 13,450 6,000
1999 115,000 195,522 12,276 6,000

Jeffery P. Sites........................ 2001 127,000 245,519 19,600 12,000
Chief Operating Officer 2000 105,000 210,002 19,450 6,000
1999 90,000 159,359 18,560 6,000

Gene F. Hensley......................... 2001 100,000 200,001 21,724 12,000
Executive Vice President 2000 90,000 180,000 20,950 6,000
1999 80,000 136,183 19,597 6,000

Alan B. Schriber........................ 2001 100,000 200,001 20,193 12,000
Executive Vice President 2000 90,000 180,000 18,668 6,000
1999 80,000 136,183 17,545 6,000

Timothy P. O'Neil....................... 2001 85,000 180,190 20,177 12,000
Executive Vice President, Chief 2000 77,000 143,197 16,934 13,500
Financial Officer and Treasurer 1999 64,167 99,313 35,252 10,500

(1) Other annual compensation is comprised of various items such as
401(k) contributions and auto allowance.

</Table>

Option Grants in Last Fiscal Year

The following table sets forth information on stock option grants
during fiscal 2001 to the Named Executive Officers. The options set forth in the
table below were granted in 2001, as part of recipient's 2001 compensation:

<Table>
<Caption>
Potential Realized Value
Percent of Total at Assumed Annual Rates of
Number of Options Granted Stock Appreciation for
Securities to Exercise Option Term (2)
Underlying Employees in Price Expiration ----------------------------
Name Options Granted (1) Fiscal Year ($/Share) Date 5% ($) 10% ($)
- -------------------------- --------------------- ------------------ -------------- ------------ ------------- --------------

William F. Peare 12,000 3.42% $25.20 12/18/09 $190,178 $481,948
Jeffery P. Sites 12,000 3.42% 25.20 12/18/09 190,178 481,948
Gene F. Hensley 12,000 3.42% 25.20 12/18/09 190,178 481,948
Alan B. Schriber 12,000 3.42% 25.20 12/18/09 190,178 481,948
Timothy P. O'Neil 12,000 3.42% 25.20 12/18/09 190,178 481,948

</Table>

(1) Each of the options reflected in these tables was granted to the respective
Named Executive Officer pursuant to our 1997 Employee Stock Option Plan.
The exercise price of each option is equal to the fair market value of the
common stock on the date of grant. The options vest ratably in annual
installments over five years beginning on the first anniversary of the date
of grant.

(2) These assumed rates of appreciation are provided in order to comply with
the requirements of SEC and do not represent our expectation or projection
as to the actual rate of appreciation of the common stock. These gains are
based on assumed rates of annual compound stock price appreciation of 5%
and 10% from the date the options were granted over the full option term.
The actual value of the options will depend on the performance of the
common stock and may be greater or less than the amounts shown.

Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values

The following table sets forth information on the exercise of stock
options during fiscal year 2001 by each of the Named Executive Officers and the
value of unexercised options at December 31, 2001.

<Table>
<Caption>
Number of Unexercised Options In-the-Money Options at Fiscal
Shares at Fiscal Year-End (#) Year-End ($)
Name Acquired on Value ---------------- ---------------- ---------------- ----------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------- -------------- -------------- ---------------- ---------------- ---------------- ----------------

William F. Peare -- -- 46,800 37,200 $673,200 $382,590
Jeffery P. Sites -- -- 46,800 37,200 673,200 382,590
Gene F. Hensley -- -- 46,800 37,200 673,200 382,590
Alan B. Schriber -- -- 46,800 37,200 673,200 382,590
Timothy P. O'Neil -- -- 14,400 33,600 174,123 412,542

</Table>

Employment, Termination and Change of Control Agreements

Messrs. William Peare and Jeffery Sites have entered into employment
agreements with us. For 2002 under the employment agreements, Mr. Peare will
receive a base annual salary of $180,000 and Mr. Sites will receive a base
annual salary of $150,000. In addition, each will have the opportunity to
receive performance bonuses. The agreements contain a covenant not to compete
for a period of two years in the event of termination of employment for any
reason. If employment is terminated by us without cause, the employee will
receive his base salary for a period of one year following the date of
termination plus the amount of bonus earned during the preceding twelve months.

Section 16(a) Beneficial Ownership Reporting Compliance

Under SEC rules, our directors, executive officers and beneficial
owners of more than 10% of any Trendwest equity security are required to file
periodic reports of their ownership, and changes in that ownership, with the
SEC. Based solely on our review of copies of these reports and representations
of such reporting persons, we believe during fiscal 2001, such SEC filing
requirements were satisfied, except Roderick C. Wendt, Director, filed a late
Form 4 detailing a stock disposition transaction for March 2001.

Board Committees and Other Board Information

The Board currently consists of eight directors who are divided into
three classes, as nearly equal in number as possible. The members of each class
serve three-year terms, with one class elected annually. Directors who are not
our employees or an employee of JELD-WEN receive a fee of 25,000 per year. All
non-employee directors are reimbursed for out of pocket expenses for each board
meeting attended.

The Board has an audit committee and a compensation committee. The
audit committee reviews our accounting practices, internal accounting controls
and financial results and oversees the engagement of our independent auditors.
The current members of our audit committee are Messrs. Demorest and Hollern and
Ms. Tubbs, all of whom are independent. The compensation committee reviews and
recommends to the Board salaries, bonuses and other forms of compensation for
our executive officers and administers our stock option plan. The current
members of the compensation committee are Messrs. Hollern and Kintzinger and Ms.
Tubbs. During 2001, the Board met 8 times, the audit committee met 3 times and
the compensation committee met once. Each member of the Board attended at least
75% of the aggregate number of meetings of the Board and committees on which
such director served. We expect that certain of the incoming directors may serve
on our audit committee and compensation committee.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding ownership of our
common stock by each person known to us to own more than 5% of the outstanding
shares of the common stock on April 15, 2002.

<Table>
<Caption>
Shares of Common
Stock Beneficially Percent of
Name and Address of Beneficial Owner Owned Class
--------------------------------------------- --------------------- ----------------

JELD-WEN, inc 30,883,097 80.9%
3250 Lakeport Blvd
Klamath Falls, Oregon 97601

Richard L. Wendt 2,218,686 5.8%
3250 Lakeport Blvd.
Klamath Falls, Oregon 97601
</Table>

The following table sets forth information regarding the beneficial
ownership of common stock on April 15, 2002, by (i) each director other than the
resigning directors and the incoming directors, (ii) our Chief Executive Officer
and the other executive officers named in the executive compensation table set
forth herein and (iii) all directors and executive officers as a group. The
following is based on information furnished by such owners. Each of the persons
named below has sole voting and investment power with respect to the shares
shown, except as noted below.

Shares of Right to Total Shares Percent of
Name of Beneficial Owner Common Stock Acquire (1) Beneficially Owned Class
--------------------------------------------- --------------------- -------------- ------------------ ----------

William F. Peare 492,885 46,800 539,685 1.7%
Jeffery P. Sites 104,718 46,800 151,518 *
Gene F. Hensley 450 46,800 47,250 *
Alan B. Schriber 4,163 46,800 50,963 *
Timothy P. O'Neil 4,725 14,400 19,125 *
Michael Hollern 4,500 (2) 0 4,500 (2) *
Harry Demorest 22,250 (3) 0 22,250 (3) *
Linda M. Tubbs 4,500 0 4,500 *
All incoming directors as a group (4) 0 0 0 *
All directors, executive officers and
incoming directors and as a group 638,191 201,600 839,791 2.2%

* Less than 1%

</Table>
(1) Shares that can be acquired through stock option exercises through June 14,
2002.

(2) Shares held by Hollybrook & Co., a nominee partnership holding shares in a
trust of which Mr. Hollern is a beneficiary.

(3) Shares held by spouse.

(4) We have been informed that, to the best knowledge of Cendant, except for
the shares of our common stock which may be deemed to be beneficially owned
by Cendant by virtue of the Stock Purchase Agreement, none of the incoming
directors beneficially owns any equity securities. The incoming directors
disclaim beneficial ownership of the shares of our common stock which may
be deemed to be beneficially owned by Cendant by virtue of the Stock
Purchase Agreement.

Certain Relationships and Related Transactions

A. Designees of Cendant

In fiscal year 2001, Trendwest was party to an agreement with Resort
Condominiums International, LLC (RCI), a subsidiary of Cendant, and participated
in the vacation interval exchange networks operated by RCI. This agreement was
terminated in 2001. The net amount owed by Trendwest to Cendant in 2001
conjunction with its participation in the RCI agreement was approximately $1.9
million. All the potential director designees are officers of Cendant.

B. Officers and Directors of Trendwest

Relationship with JELD-WEN, inc.

Background. JELD-WEN owns approximately 81% of the outstanding shares
of our common stock as of March 26, 2002. Roderick Wendt and Douglas Kintzinger
are directors and Richard Wendt was a director until March 1997. Richard Wendt,
Roderick Wendt and Douglas Kintzinger are all directors of JELD-WEN. In
addition, Richard Wendt, Roderick Wendt and Douglas Kintzinger own 34.8%, 1.1%
and 0.5%, respectively, of the outstanding shares of JELD-WEN as of December 31,
2001.

Administrative Services. JELD-WEN provides a self-insured health, life
and disability benefits plan to its employees, in which we participate. We paid
JELD-WEN approximately $6.2 million in 2001 to include our employees within the
JELD-WEN plan. JELD-WEN also self-insures its worker's compensation liability,
and we also participate in that plan. We paid JELD-WEN approximately $1.2
million in 2001 to include our employees within the JELD-WEN plan.

Credit Facility. We maintain an unsecured, open, revolving credit line
with JELD-WEN of $10 million which is payable on demand. We pay JELD-WEN
interest at prime plus one percent. As of December 31, 2001, borrowings under
this agreement were $7.1 million. To the extent we have excess funds available
to loan JELD-WEN, such loans earn interest at prime minus two percent. There
were no lendings to JELD-WEN during 2001. The terms of the line of credit are
the same as JELD-WEN provides to its other subsidiaries and divisions. We
believe that the terms of the line of credit as a whole are no less favorable
than could be obtained from an unaffiliated third party.

MountainStar Development. We are developing a resort in central
Washington state known as MountainStar. Prior to June 2000, JELD-WEN owned the
land and we were acting as the developer. In June of 2000, we acquired the
MountainStar development from JELD-WEN. The purchase price was $47.6 million,
consisting of $25 million in cash, a $17.7 million unsecured note payable to
Parent and the settlement of a $4.9 million intercompany receivable from
JELD-WEN. The excess of the purchase price over JELD-WEN's historical cost was
treated as a non-cash reduction to retained earnings due to the accounting
requirement to use historical cost on such a transfer from a controlling
shareholder. We recorded the asset at JELD-WEN's historical cost of $44.3
million; the excess $3.3 million of the purchase price over this amount reduced
retained earnings. The cash payment was funded primarily through our existing
credit facilities.

Relationship with Subsidiaries (collectively, Eagle Crest, Inc. and Running Y
Resort, Inc.)

Receivables Purchase. On September 28, 2001, we entered into an
agreement with Eagle Crest, Inc. (Eagle Crest) and Running Y Resort, Inc.
(Running Y) (collectively "Affiliate"), wholly-owned subsidiaries of JELD-WEN,
to acquire $12.1 million of notes receivable at Affiliate's historical cost of
face value plus accrued interest in exchange for a cash payment of $8.6 million
and a $3.5 million promissory note. The promissory note is non-interest bearing,
payable in equal monthly installments, and is due in full on the earlier of
September 28, 2002 or the closing date of our next securitization transaction
following the acquisition date. Under the agreement, any remaining principal
balance on notes receivable acquired from Affiliate which default reduce the
outstanding amount owed by us under the promissory note.

Land Acquisition. In addition, we acquired land from Affiliate for
future development in McCall, Idaho, in exchange for a non-interest bearing
promissory note of $1.3 million. This note matures on the earlier of September
28, 2003, or commencement of construction on the property by us.

At December 31, 2001, the total amount due to Affiliate was $4.5
million.

Marketing Agreement. In conjunction with the above transactions,
Affiliate entered into an agreement with us and WorldMark to transfer all of its
developed unsold resort properties to WorldMark in exchange for the right to
sell WorldMark vacation credits equal to the credit value of the properties. We
agreed to purchase notes receivable resulting from the subsequent sale of
vacation credits by Affiliate at face value. Affiliate will refund to us any
remaining principal balance on notes receivable purchased from Affiliate that
default. Additionally, we receive a fee from Affiliate for each vacation credit
sale made by Affiliate and must pay a commission fee to Affiliate for any
upgrades of vacation credit sales originated by Affiliate. During 2001 we
purchased $5.7 million of receivables and received $.2 million of fees from
Affiliate and paid $.2 million of commission fees to Affiliate. Through 1999, we
acquired certain notes receivable from Affiliate under a similar agreement which
expired in 1999.

Relationship with Creative Media Development

Servicing Agreement. We purchase merchandise, including incentives
and/or promotional products, from Creative Media Development, Inc. (CMD), a
subsidiary of JELD-WEN, pursuant to the Servicing Agreement dated August 21,
2001. Except for work in process, this agreement is terminable at will by either
party at no cost. During 2001, we purchased merchandise totaling approximately
$.1 million from CMD.

Employment Relationships

Frederick C. Peare, the brother of Mr. William Peare, is employed by us
as a manager of one of our sales offices. During 2001, Frederick C. Peare
received salary (based on commissions), bonus, and 401(k) contributions of
$251,436. Gregory Farnum, the son-in-law of Mr. William Peare, is employed by us
in a sales capacity. During 2001, Mr. Farnum received salary (based on
commissions), bonus, and 401(k) contributions of $101,036. Deborah Hamilton, the
sister of Mr. William Peare, is employed by us in an administrative role. During
2001, Ms. Hamilton received salary, bonus, and 401(k) contributions of $79,564.
Rebecca Benavides, the sister of Mr. William Peare, is employed by us in an
administrative capacity. During 2001, Ms. Benavides received salary, bonus, and
401(k) contributions of $73,772. Vincente Benavides, the nephew of Mr. William
Peare, is employed by us in a sales capacity. During 2001, Mr. Benavides
received salary (based on commissions), bonus, and 401(k) contributions of
$65,838. Michael Holz, the brother-in-law of Mr. William Peare, is employed by
us in an administrative capacity. During 2001, Mr. Holz received salary, bonus,
and 401(k) contributions of $68,337.

Thomas F. Sites, the brother of Mr. Jeffery Sites, is employed by us as
the Vice President of a business unit. During 2001, Thomas Sites received a
salary, bonus and 401(k) contributions of $290,885. Scott Sites, the brother of
Mr. Jeffery Sites, is employed by us in a marketing capacity. During 2001, Scott
Sites received a salary, bonus and 401(k) contributions of $198,419.

Signature

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

TRENDWEST RESORTS, INC.

By: /s/ Timothy P. O'Neil
--------------------------------------------
Timothy P. O'Neil, Chief Financial Officer

Dated: April 30, 2002