EXHIBIT 10.7
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AMENDED AND RESTATED SUBSCRIPTION AGREEMENT
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SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of February 10, 1997
among VISTANA, INC., a Florida corporation (the "Company"), and the persons
whose signatures appear on the execution pages of this Agreement (collectively,
the "Purchasers"),
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company has heretofore been organized under the Florida
Business Corporation Act, as amended;
WHEREAS, the Company is authorized to issue an aggregate of 105,000,000
shares of capital stock, of which (i) 5,000,000 shares are designated as
Preferred Stock, $.01 par value; and (ii) 100,000,000 shares are designated as
common stock, par value U.S. $0.01 per share (the "Common Stock");
WHEREAS, the Company and certain of the Purchasers executed a Subscription
Agreement dated as of December 27, 1996 (the "Original Agreement") relating to
the matters referred to herein;
WHEREAS, subsequent to the date of the Original Agreement, certain of the
Purchasers who are parties to the Original Agreement expressed their desire to
transfer certain of their respective Securities (as hereinafter defined) to
certain specified transferees and the contemplated transferees of such
Securities indicated their desire to assume the obligations of a Purchaser under
the Original Agreement;
WHEREAS, the Company has consented to the transfers referred to in the
foregoing recital and the related assignments of the relevant Purchaser's rights
under the Original Agreement;
WHEREAS, each Purchaser desires to subscribe for and purchase the number of
shares of Common Stock hereinafter specified, and the Company desires to accept
such subscription and to issue and sell such shares of Common Stock to
Purchaser, on the terms herein set forth;
WHEREAS, in light of the foregoing, the parties hereto desire to amend and
restate the Original Agreement upon the terms and subject to the conditions set
forth below; and
NOW, THEREFORE, in consideration of the premises, the mutual covenants,
representations, warranties and agreements set forth in this Agreement, and of
other good and valuable consideration, the receipt, sufficiency and adequacy of
which is hereby acknowledged, the parties hereto, intending legally to be bound,
hereby covenant and agree, and amend and restate the Original Agreement, as
follows:
ARTICLE I
ISSUANCE AND SALE OF COMMON STOCK
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1.1 Sale of the Common Stock.
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(a) Subject to the terms and conditions set forth herein, on the
Closing Date (as hereinafter defined), each Purchaser will purchase, and the
Company will issue and sell to such Purchaser, the number of shares of Common
Stock set forth on Schedule A attached hereto and incorporated herein by this
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reference.
(b) In consideration for the Company's issuance and sale of Common
Stock pursuant to this Agreement, on or prior to the Closing Date, each
Purchaser shall deliver to the Company one or more stock certificates or other
instruments evidencing such Purchaser's ownership of the securities (the
"Securities") set forth on Schedule B attached hereto and incorporated herein by
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this reference, together with appropriate assignments separate from certificate
or other appropriate instruments duly executed and in proper form to effect the
transfer of the Securities to the Company on the books of the respective issuer
of the Securities (or such issuer's security transfer agent) at such time as the
Company may desire to do so.
(c) On the Closing Date, the Company will deliver to each Purchaser
certificates representing the Common Stock purchased by such Purchaser, duly
registered in the name of such Purchaser.
1.2 Conditions to Closing.
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(a) The obligation of each Purchaser to purchase the shares of
Common Stock described herein pursuant to Section 1.1 and to deliver such
Purchaser's Securities to the Company shall be subject to satisfaction or waiver
of each of the following conditions precedent:
(i) each other Purchaser shall have consummated its respective
purchase of Common Stock pursuant to this Agreement and satisfied its
obligations to deliver its respective Securities to the Company pursuant
to Section 1.1(b);
(ii) the representations and warranties of the Company set
forth in Article II hereof shall be true and correct in all respects on and
as of the Closing Date as if such representations and warranties were made
on such date;
(iii) the Company shall have performed all covenants and
obligations and satisfied all conditions on its
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part to be performed or satisfied pursuant to this Agreement;
(iv) each other Purchaser shall have executed and delivered a
counterpart to that certain Shareholders' Agreement dated as of December
27, 1996 (the "Shareholders' Agreement"), a copy of which has been
previously made available to each Purchaser; and
(v) the Company shall have completed the sale of approximately
4,625,000 shares of Common Stock to the public pursuant to an underwritten
offering (the "Initial Public Offering").
(b) The Company's obligation to issue and sell the shares of Common
Stock described herein pursuant to Section 1.1 shall be subject to satisfaction
or waiver of each of the following conditions precedent:
(i) each Purchaser shall have consummated its respective
purchases of Common Stock pursuant to this Agreement and satisfied its
obligation to deliver its respective Securities to the Company pursuant to
Section 1.1(b);
(ii) the representations and warranties of Purchaser set forth
in Article III hereof shall be true and correct in all respects on and as
of the Closing Date as if such representations and warranties were made on
such date;
(iii) Purchaser shall have performed all covenants and
obligations and satisfied all conditions on its part to be performed or
satisfied by it pursuant to this Agreement; and
(iv) the Company shall have completed the Initial Public
Offering.
1.3 Timing of Closing; Termination.
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(a) The completion of the transactions contemplated hereby (the
"Closing") shall take place at the offices of Neal, Gerber & Eisenberg, Two
North LaSalle Street, Suite 2200, Chicago, Illinois 60602 concurrently with the
completion of the Initial Public Offering or such earlier date as (i) all of the
conditions set forth in Section 1.2 hereof are satisfied; or (ii) such other
date, place or time as shall be agreed upon by the parties hereto (the date of
the Closing is hereinafter referred to as the "Closing Date").
(b) Each Purchaser and the Company shall have the right to terminate
this Agreement, without any liability of any party hereto, (i) if one or more
identified conditions to such party's
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obligations to consummate the transactions contemplated herein shall not have
been satisfied prior to the Closing Date or (ii) the Closing shall not have
occurred prior to June 30, 1997.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
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In order to induce each Purchaser to purchase shares of Common Stock
hereunder, the Company represents and warrants to each Purchaser that the
following representations and warranties are true and correct in all respects as
of the date hereof, and will be so as of the Closing Date, and that:
2.1 Corporate Status.
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(a) The Company is duly incorporated and validly existing and its
status is active under the laws of the State of Florida.
(b) The Company has the corporate power and authority to own, lease
and operate its properties and to conduct its business as currently owned,
leased, operated and conducted and to enter into and perform its obligations
under this Agreement.
2.2 Authorization/Enforceability. This Agreement has been duly
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authorized, executed and delivered by the Company and constitutes a valid and
legally binding obligation of the Company, enforceable against the Company in
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
2.3 Non-Contravention. The issuance and sale of shares of Common Stock
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pursuant to Section 1.1 hereof, the compliance by the Company with all of the
provisions of this Agreement and the consummation of the transactions herein
contemplated will not conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, or result in the
creation or imposition of any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, security interest, lien, charge, easement
(other than any easement not materially impairing usefulness or marketability),
encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement having substantially the
same economic effect as any of the foregoing) (any of the foregoing, a "Lien")
upon any share of such Common Stock, or any properties or assets of the Company
pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company is
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a party or by which the Company is bound or to which any share of such Common
Stock, properties or assets of the Company is subject, nor will such action
result in any violation of the provisions of the Articles of Incorporation of
the Company or any statute or any order, rule or regulation of any governmental
authority having jurisdiction over the Company or any of its properties or
assets.
2.4 Consents/Approvals. No consent, approval, authorization, order,
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registration or qualification of or with any governmental authority or other
person or entity is required for the issuance and sale of shares of Common Stock
by the Company to any Purchaser or the consummation by the Company of the
transactions contemplated by this Agreement.
2.5 Share Authorization. The shares of Common Stock to be issued pursuant
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to this Agreement have been duly authorized and, when issued and delivered
against payment therefor as provided herein, will be duly and validly issued and
fully paid and nonassessable. At the Closing, good and valid title to each
share of Common Stock to be issued pursuant to this Agreement will be
transferred by the Company to each Purchaser, free and clear of all Liens.
2.6 Capitalization. As of the date hereof, the authorized capital stock
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of the Company consists of 105,000,000 shares of capital stock, of which (i)
5,000,000 shares are designated Preferred Stock, $.01 par value, none of which
are issued or outstanding; and (ii) 100,000,000 shares are designated as Common
Stock, 20 shares of which are issued and outstanding. No other class or series
of capital stock of the Company is authorized. Except as contemplated by this
Agreement and the Initial Public Offering and except for options to acquire
shares of Common Stock granted under the Vistana Stock Plan (of which options to
acquire 535,000 shares of Common Stock had been granted as of the date hereof),
there are not as of the date hereof, and at the Closing Date there will not be,
any shares of capital stock of the Company issued or outstanding or any
subscriptions, options, warrants, calls, rights, convertible securities or other
agreements or commitments of any character relating to issued or unissued
capital stock or other securities of the Company, or otherwise obligating the
Company to issue, transfer or sell any of such securities.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
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In order to induce the Company to issue and sell shares of Common Stock
hereunder, each Purchaser severally represents and warrants to the Company that
the following representations and warranties are true and correct in all
respects as of the date hereof, and will be so as of the Closing Date, and that:
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3.1Corporate Status.
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(a) Purchaser is duly organized as a trust under the laws of the
jurisdiction of it organization.
(b) Purchaser has the requisite power and authority to enter into and
perform its obligations under this Agreement.
3.2Authorization/Enforceability. Each of this Agreement and the
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Shareholders' Agreement has been duly authorized, executed and delivered by
Purchaser and constitutes a valid and legally binding obligation of Purchaser,
enforceable against such Purchaser in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
3.3Non-Contravention. The purchase of shares of Common Stock pursuant to
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Section 1.1 hereof by Purchaser, the compliance by Purchaser with all of the
provisions of this Agreement and the Shareholders' Agreement and the
consummation of the transactions herein contemplated will not conflict with or
result in a breach or violation of any of the terms or provisions of, or
constitute a default under, or result in the creation or imposition of any Lien
upon any of the shares of Common Stock purchased by Purchaser hereunder pursuant
to the terms of any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which Purchaser is a party or by which it is bound or
to which any of its properties or assets is subject, nor will such action result
in any violation of the provisions of Purchaser's governing instruments, as
amended to date, or any statute or any order, rule or regulation of any
governmental authority having jurisdiction over Purchaser or any of its
properties or assets.
3.4Consents/Approvals. No consent, approval, authorization, order,
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registration or qualification of or with any governmental authority or other
entity or person is required for the purchase of shares of Common Stock or the
consummation by Purchaser of the transactions contemplated by this Agreement.
3.5Investment Intent.
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(a) Purchaser (i) qualifies as an "accredited investor" (as defined in
Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the
"Securities Act")) or, if not an accredited investor, Purchaser, either alone or
with such Purchaser's purchaser representative (as defined in Rule 501(h) of
Regulation D under the Securities Act) has such knowledge and experience in
financial and business matters that he is capable of evaluating the merits and
risks of an investment in the Common Stock and (ii) is acquiring shares of
Common Stock hereunder for its own account and with no intention of distributing
or selling
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such shares of Common Stock, except for the sale of certain shares of Common
Stock in the Initial Public Offering. Purchaser understands that shares of
Common Stock being acquired by it hereunder have not been (and are not being)
registered under the Securities Act by reason of their contemplated issuance in
transaction(s) exempt from the registration and prospectus delivery requirements
of the Securities Act pursuant to Section 4(2) thereof, and that the reliance of
the Company on such exemption from registration is predicated in part on the
representations and warranties of Purchaser hereunder.
(b) Purchaser agrees that it will not sell or otherwise dispose of
any share(s) of Common Stock acquired by it hereunder unless such sale or other
disposition has been registered or is exempt from registration under the
Securities Act and has been registered or qualified or is exempt from
registration or qualification under applicable securities laws of any State.
(c) Purchaser understands that a restrictive legend substantially in
the form set forth in Section 4.1 of the Shareholders' Agreement has been or
will be placed on the certificates evidencing shares of Common Stock to be
issued to Purchaser hereunder, and related stop transfer instructions will be
noted in the transfer records of the Company and/or its transfer agent for the
Common Stock.
3.6The Securities. Purchaser has good title to each of the Securities to
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be transferred by Purchaser to the Company pursuant to Section 1.1(b) free and
clear of all Liens. At the Closing, Purchaser will convey to the Company good
and valid title to the Securities to be transferred by Purchaser to the Company
pursuant to Section 1.1(b), free and clear of any and all Liens.
ARTICLE IV
MISCELLANEOUS
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4.1 Non-Waiver of Remedies and Actions. No course of dealing between the
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Company and Purchaser, whether jointly or severally, with respect to any shares
of Common Stock, or any delay on the part of any party in exercising any rights
available to such party, shall operate as a waiver of any right of such party,
except to the extent expressly waived in writing by such party.
4.2 Headings and terms. The headings in this Agreement are for purposes
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of reference only and shall not be considered in construing this Agreement.
Terms defined in the singular shall have a comparable meaning when used in the
plural, and vice versa.
4.3 Counterparts. This Agreement may be executed in any number of
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counterparts, each of which when so executed and delivered shall constitute an
original and all together shall
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constitute one agreement.
4.4 Successors and Assigns. Except as otherwise specifically provided
----------------------
herein, this Agreement shall bind and inure to the benefit of the Company's and
each Purchaser's respective successors and permitted assigns; provided, however,
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that neither the Company nor any Purchaser shall have any right to assign any of
its rights hereunder or any interest herein without obtaining the written
consent of the other parties to such assignment, and any purported assignment
made without obtaining such written consent shall be null and void.
4.5 Survival. Notwithstanding any investigation made by either party, all
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covenants, agreements, representations and warranties made herein and in
certificates delivered pursuant hereto shall survive the Closing Date and the
delivery to each Purchaser of shares of Common Stock pursuant hereto.
4.6 Enforceability. If any term or provision of this Agreement, or the
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application thereof to any person, entity or circumstance, shall, to any extent,
be invalid or unenforceable, the remaining terms and provisions of this
Agreement or application to other persons, entities and circumstances shall not
be invalidated thereby, and each term and provision hereof shall be construed
with all other remaining terms and provisions hereof to effect the intent of the
parties hereto to the fullest extent permitted by law.
4.7 Law Governing. This Agreement shall be construed and enforced in
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accordance with and shall be governed by the laws of the State of Florida,
without giving effect to its conflict of laws provisions.
4.8 Notices. All communications among the parties shall be in writing and
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shall be deemed to have been duly given as of the date of hand delivery or three
days after mailing via certified or registered mail, return receipt requested,
proper postage prepaid, to the addresses specified for each party on attached
Schedule A or such other address as a party shall from time to time specify in a
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notice delivered in accordance with this Section 4.8.
4.9 Integration. This Agreement and the Schedules hereto contain the
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entire understanding of the parties with respect to the subject matter hereof,
and cancel and supersede any and all prior agreements, understandings or
arrangements, whether written or oral, among the parties hereto with respect to
such subject matter.
4.10Trustee Exculpation. The execution of this Agreement by the trustees
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of a Purchaser is by such trustees, not individually, but solely in their
capacities as trustees, and nothing contained herein shall be deemed to impose
any personal liability on such trustees individually.
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4.11Several Obligations. The Xn of this Agreement by the trustees of a
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Purchaser is by such trustees, not individually, but solely in their capacities
as trustees, and nothing contained herein shall be deemed to impose any personal
liability on such trustees individually.
4.11Several Obligations. The obligations of the Purchasers hereunder are
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several and not joint.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.
THE COMPANY:
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VISTANA, INC., a Florida corporation
By: /s/ Raymond L. Gellein, Jr.
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Name: Raymond L. Gellein, Jr.
Title: Chairman of the Board
By: /s/ Jeffrey A. Adler
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Name: Jeffrey A. Adler
Title: President
PURCHASERS:
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/s/ Raymond L. Gellein, Jr.
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Raymond L. Gellein, Jr., Trustee of the
Raymond L. Gellein, Jr. Revocable Trust
/s/ Raymond L. Gellein, Jr.
----------------------------------------
Raymond L. Gellein, Jr., Trustee of the
Raymond L. Gellein, Jr. Grantor Retained
Annuity Trust
/s/ Raymond L. Gellein, Jr.
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Raymond L. Gellein, Jr., Trustee of the
Matthew James Gellein Irrevocable Trust
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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/s/ Raymond L. Gellein, Jr.
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Raymond L. Gellein, Jr., Trustee of the
Brett Tyler Gellein Irrevocable Trust
/s/ Raymond L. Gellein, Jr.
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Raymond L. Gellein, Jr., Trustee of JGG
Holdings Trust
/s/ Raymond L. Gellein, Jr.
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Raymond L. Gellein, Jr., Trustee of the
Janice G. Gellein Grantor Annuity Trust
/s/ Raymond L. Gellein, Jr.
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Raymond L. Gellein, Jr., Trustee of the
Catherine Male Gift Trust
/s/ Raymond L. Gellein, Jr.
----------------------------------------
Raymond L. Gellein, Jr., Trustee of the
Cherie Doherty Gift Trust
/s/ Raymond L. Gellein, Jr.
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Raymond L. Gellein, Jr., Trustee of
Susan Faetz Gift Trust
/s/ Jeffrey A. Adler
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Jeffrey A. Adler, Trustee of the Jeffrey
A. Adler Revocable Trust
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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/s/ Jeffrey A. Adler
----------------------------------------
Jeffrey A. Adler, Trustee of the Jeffrey
A. Adler Grantor Annuity Trust #1
/s/ Jeffrey A. Adler
----------------------------------------
Jeffrey A. Adler, Trustee of the Jeffrey
A. Adler Grantor Annuity Trust #2
/s/ Lee I. Miller
----------------------------------------
Lee I. Miller, Trustee of the ARA Trust
/s/ Lee I. Miller
----------------------------------------
Lee I. Miller, Trustee of the DLA Trust
[SIGNATURES CONTINUED FROM PRECEDING PAGE]
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SCHEDULE A
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Purchaser Name and Address/(1)/ No of Shares
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Raymond L. Gellein, Jr. 3,203,540
Revocable Trust
c/o Raymond L. Gellein, Jr.,
Trustee
Raymond L. Gellein, Jr. 254,440
Grantor Retained Annuity
Trust
c/o Raymond L. Gellein, Jr.,
Trustee
Matthew James Gellein 42,880
Irrevocable Trust
c/o Raymond L. Gellein, Jr.,
Trustee
Brett Tyler Gellein 42,880
Irrevocable Trust
c/o Raymond L. Gellein, Jr.,
Trustee
JGG Holdings Trust 3,203,550
c/o Raymond L. Gellein, Jr.,
Trustee
Janice G. Gellein Grantor 278,700
Annuity Trust
c/o Raymond L. Gellein, Jr.,
Trustee
Catherine Male Gift Trust 20,500
c/o Raymond L. Gellein, Jr.,
Trustee
Cherie Doherty Gift Trust 20,500
c/o Raymond L. Gellein, Jr.,
Trustee
Susan Faetz Gift Trust 20,500
c/o Raymond L. Gellein, Jr.,
Trustee
Jeffrey A. Adler Revocable Trust 6,854,490
c/o Jeffrey A. Adler,
Trustee
A-1
Purchaser Name and Address No of Shares
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Jeffrey A. Adler Grantor Annuity 50,000
Trust #1
c/o Jeffrey A. Adler,
Trustee
Jeffrey A. Adler Grantor Annuity 60,000
Trust #2
c/o Jeffrey A. Adler,
Trustee
ARA Trust 61,500
c/o Lee I. Miller,
Trustee
Suite 1800
203 North LaSalle Street
Chicago, Illinois 60601-1293
DLA Trust 61,500
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c/o Lee I. Miller,
Trustee
Suite 1800
203 North LaSalle Street
Chicago, Illinois 60601-1293
14,174,980
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______________________
/(1)/ Unless otherwise specified, all addresses are 8001 Vistana Centre Drive,
Orlando, Florida 32821.
A-2
SCHEDULE B
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Securities to be Delivered to the Company
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Raymond L. Gellein, Jr. Revocable Trust.
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(1) 33 shares of Class A Voting Common Stock and 1,459.5 shares of Class B
Non-Voting Common Stock of VISTANA CAPITAL HOLDINGS, INC.
(2) 33 shares of Class A Voting Common Stock and 1,633.5 shares of Class B
Non-Voting Common Stock of VISTANA CAPITAL MANAGEMENT, INC.
(3) 33 shares of Class A Voting Common Stock and 1,633.5 shares of Class B
Non-Voting Common Stock of VCH COMMUNICATIONS, INC.
(4) 33 shares of Class A Voting Common Stock and 1,633.5 shares of Class B
Non-Voting Common Stock of VCH TRADEMARK, INC.
(5) 33 shares of Class A Voting Common Stock and 1,633.5 shares of Class B
Non-Voting Common Stock of WE4FUN, INC.
(6) 500 shares of Class A Voting Common Stock and 2,000 shares of Class B
Non-Voting Common Stock of VISTANA WGV HOLDINGS, INC.
(7) Any and all rights to receive shares of Common Stock of VISTANA
INTERNATIONAL, INC.
(8) 500 shares of Class A Voting Common Stock and 2,000 shares of Class B
Non-Voting Common Stock of VCH SALES, INC.
(9) 500 shares of Class A Voting Common Stock and 2,000 shares of Class B
Non-Voting Common Stock of VCH OAKS, INC.
(10) 500 shares of Class A Voting Common Stock and 2,000 shares of Class B
Non-Voting Common Stock of VCM OAKS, INC.
(11) 500 shares of Class A Voting Common Stock and 2,000 shares of Class B
Non-Voting Common Stock of VCH FINANCIAL SERVICES, INC.
(12) 500 shares of Class A Voting Common Stock and 2,000 shares of Class B
Non-Voting Common Stock of VCH ADMINISTRATION, INC.
B-1
ADMINISTRATION, INC.
Raymond L. Gellein, Jr. Revocable Trust (continued).
- ---------------------------------------------------
(13) 33 shares of Class A Voting Common Stock and 1,633.5 shares of Class B
Non-Voting Common Stock of VCH SYSTEMS, INC.
(14) 371 shares of Class A Voting Common Stock and 1,481 shares of Class B
Non-Voting Common Stock of VACATION MANAGEMENT SERVICES, INC.
(15) Any and all rights to receive shares of Common Stock of TRADING
PLACES, INC.
(16) Any and all rights to receive shares of Common Stock of VCH
CONSULTING, INC.
(17) Any and all rights to receive shares of Common Stock of VCH
CONTRACTING, INC.
(18) 500 shares of Class A Voting Common Stock and 2,000 shares of Class B
Non-Voting Common Stock of VISTANA MB, INC.
(19) 500 shares of Class A Voting Common Stock and 2,000 shares of Class B
Non-Voting Common Stock of VISTANA WGV INVESTMENT, INC.
(20) 500 shares of Class A Voting Common Stock and 2,000 shares of Class B
Non-Voting Common Stock of VISTANA OP INVESTMENT, INC.
B-2
Raymond L. Gellein, Jr. Grantor Retained Annuity Trust
- ------------------------------------------------------
(1) 130 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
HOLDINGS, INC.
B-3
Matthew James Gellein Irrevocable Trust.
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(1) 22 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
HOLDINGS, INC.
B-4
Brett Tyler Gellein Irrevocable Trust.
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(1) 22 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
HOLDINGS, INC.
B-5
JGG Holdings Trust.
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(1) 1,490.5 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
HOLDINGS, INC.
(2) 1,666.5 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
MANAGEMENT, INC.
(3) 1,666.5 shares of Class B Non-Voting Common Stock of VCH
COMMUNICATIONS, INC.
(4) 1,666.5 shares of Class B Non-Voting Common Stock of VCH TRADEMARK,
INC.
(5) 1,666.5 shares of Class B Non-Voting Common Stock of WE4FUN, INC.
(6) 2,500 shares of Class B Non-Voting Common Stock of VISTANA WGV
HOLDINGS, INC.
(7) Any and all rights to receive shares of Common Stock of VISTANA
INTERNATIONAL, INC.
(8) 2,500 shares of Class B Non-Voting Common Stock of VCH SALES, INC.
(9) 2,500 shares of Class B Non-Voting Common Stock of VCH OAKS, INC.
(10) 2,500 shares of Class B Non-Voting Common Stock of VCM OAKS, INC.
(11) 2,500 shares of Class B Non-Voting Common Stock of VCH FINANCIAL
SERVICES, INC.
(12) 2,500 shares of Class B Non-Voting Common Stock of VCH ADMINISTRATION,
INC.
(13) 1,666.5 shares of Class B Non-Voting Common Stock of VCH SYSTEMS, INC.
(14) 1,852 shares of Class B Non-Voting Common Stock of VACATION MANAGEMENT
SERVICES, INC.
(15) Any and all rights to receive shares of Common Stock of TRADING
PLACES, INC.
(16) Any and all rights to receive shares of Common Stock of VCH
CONSULTING, INC.
(17) Any and all rights to receive shares of Common Stock of VCH
CONTRACTING, INC.
B-6
JGG Holdings Trust (continued).
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(18) 2,500 shares of Class B Non-Voting Common Stock of VISTANA MB, INC.
(19) 2,500 shares of Class B Non-Voting Common Stock of VISTANA WGV
INVESTMENT, INC.
(20) 2,500 shares of Class B Non-Voting Common Stock of VISTANA OP
INVESTMENT, INC.
B-7
Janice G. Gellein Grantor Annuity Trust.
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(1) 143 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
HOLDINGS, INC.
B-8
Catherine Male Gift Trust.
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(1) 11 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
HOLDINGS, INC.
B-9
Cherie Doherty Gift Trust.
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(1) 11 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
HOLDINGS, INC.
B-10
Susan Faetz Gift Trust.
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(1) 11 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
HOLDINGS, INC.
B-11
Jeffrey A. Adler Revocable Trust.
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(1) 33 shares of Class A Voting Common Stock and 3,179 shares of Class B
Non-Voting Common Stock of VISTANA CAPITAL HOLDINGS, INC.
(2) 33 shares of Class A Voting Common Stock and 3,300 shares of Class B
Non-Voting Common Stock of VISTANA CAPITAL MANAGEMENT, INC.
(3) 33 shares of Class A Voting Common Stock and 3,300 shares of Class B
Non-Voting Common Stock of VCH COMMUNICATIONS, INC.
(4) 33 shares of Class A Voting Common Stock and 3,300 shares of Class B
Non-Voting Common Stock of VCH TRADEMARK, INC.
(5) 33 shares of Class A Voting Common Stock and 3,300 shares of Class B
Non-Voting Common Stock of WE4FUN, INC.
(6) 500 shares of Class A Voting Common Stock and 4,500 shares of Class B
Non-Voting Common Stock of VISTANA WGV HOLDINGS, INC.
(7) Any and all rights to receive shares of Common Stock of VISTANA
INTERNATIONAL, INC.
(8) 500 shares of Class A Voting Common Stock and 4,500 shares of Class B
Non-Voting Common Stock of VCH SALES, INC.
(9) 500 shares of Class A Voting Common Stock and 4,500 shares of Class B
Non-Voting Common Stock of VCH OAKS, INC.
(10) 500 shares of Class A Voting Common Stock and 4,500 shares of Class B
Non-Voting Common Stock of VCM OAKS, INC.
(11) 500 shares of Class A Voting Common Stock and 4,500 shares of Class B
Non-Voting Common Stock of VCH FINANCIAL SERVICES, INC.
(12) 500 shares of Class A Voting Common Stock and 4,500 shares of Class B
Non-Voting Common Stock of VCH ADMINISTRATION, INC.
(13) 33 shares of Class A Voting Common Stock and 3,300 shares of Class B
Non-Voting Common Stock of VCH SYSTEMS, INC.
B-12
Jeffrey A. Adler Revocable Trust (continued).
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(14) 371 shares of Class A Voting Common Stock and 3,333 shares of Class B
Non-Voting Common Stock of VACATION MANAGEMENT SERVICES, INC.
(15) Any and all rights to receive shares of Common Stock of TRADING
PLACES, INC.
(16) Any and all rights to receive shares of Common Stock of VCH
CONSULTING, INC.
(17) Any and all rights to receive shares of Common Stock of VCH
CONTRACTING, INC.
(18) 500 shares of Class A Voting Common Stock and 4,500 shares of Class B
Non-Voting Common Stock of VISTANA MB, INC.
(19) 500 shares of Class A Voting Common Stock and 4,500 shares of Class B
Non-Voting Common Stock of VISTANA WGV INVESTMENT, INC.
(20) 500 shares of Class A Voting Common Stock and 4,500 shares of Class B
Non-Voting Common Stock of VISTANA OP INVESTMENT, INC.
(21) 49% interest as a limited partner of VISTANA WGV INVESTMENT, LTD.
(22) 49% interest in and to a interest as a limited partner of VISTANA OP
INVESTMENT, LTD.
(23) 49% interest as a limited partner of VISTANA MYRTLE BEACH, L.P.
B-13
Jeffrey A. Adler Grantor Annuity Trust #1.
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(1) 26 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
HOLDINGS, INC.
B-14
Jeffrey A. Adler Grantor Annuity Trust #2.
- -----------------------------------------
(1) 31 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
HOLDINGS, INC.
B-15
ARA Trust.
- ---------
(1) 32 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
HOLDINGS, INC.
B-16
DLA Trust.
- ---------
(1) 32 shares of Class B Non-Voting Common Stock of VISTANA CAPITAL
HOLDINGS, INC.
B-17