SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 15, 2002
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Silverleaf Resorts, Inc.
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(Exact name of registrant as specified in its charter)
Texas
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(State or other jurisdiction of incorporation)
1-13003 75-2250990
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(Commission File Number) (IRS Employer Identification Number)
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1221 River Bend Drive, Suite 120, Dallas, Texas 75247
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(Address of principal executive offices) (Zip Code)
214-631-1166
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On March 15, 2002, the Company issued a press release providing updated
information concerning its previously announced liquidity issues, announcing
results for the year ended December 31, 2000, announcing that it would restate
its consolidated financial statements for 1998, 1999 and the first three
quarters of 2000, and other operational matters. A copy of the press release is
filed as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
(c) Exhibits:
Exhibit
Number Description of Exhibits
99.1 Press release issued by Silverleaf Resorts,
Inc. on March 15, 2002 (filed herewith)
99.2* Offer to Exchange and Solicitation of Consents
dated March 15, 2002
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* Filed as Exhibit T3E.1 to the Company's Application for Qualification of
Indenture Under the Trust Indenture Act of 1939 on Form T-3, filed on March
15, 2002, and incorporated herein by reference.
ITEM 9. REGULATION FD DISCLOSURE
On March 15, 2002, pursuant to the Offer to Exchange and Solicitation
of Consents incorporated herein by reference as Exhibit 99.2, the Company
commenced an offer to exchange all of its $66.7 million in outstanding 10 1/2%
Senior Subordinated Notes due 2008 for a combination of cash, new subordinated
notes due 2007, and common stock. The exchange offer may not be consummated
unless at least 80% in principal amount of the existing notes are tendered. This
information, including Exhibit 99.2, is furnished pursuant to Item 9 and shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: March 15, 2002 By: /s/ Robert E. Mead
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Name: Robert E. Mead
Title: Chairman and Chief
Executive Officer
Dated: March 15, 2002 By: /s/ Harry J. White, Jr.
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Name: Harry J. White, Jr.
Title: Chief Financial Officer
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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99.1 Press release issued by Silverleaf Resorts, Inc. on March 15, 2002
(filed herewith)
99.2* Offer to Exchange and Solicitation of Consents dated March 15, 2002
</Table>
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* Filed as Exhibit T3E.1 to the Company's Application for Qualification of
Indenture Under the Trust Indenture Act of 1939 on Form T-3, filed on March
15, 2002, and incorporated herein by reference.