UNITED STATES
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): JUNE 25, 2002 (JUNE 19, 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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 19, 2002, the Company dismissed Deloitte & Touche LLP
("Deloitte") as the Company's independent auditors. Deloitte's dismissal was
recommended by the Company's Audit Committee and approved by the Company's Board
of Directors. Effective June 19, 2002 the Company appointed BDO Seidman LLP
("BDO") to serve as the Company's new independent auditors.
Deloitte's report on the Company's consolidated financial statements
for the year ended December 31, 1999 did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles. Deloitte's report on the Company's consolidated
financial statements for the year ended December 31, 2000 contained a disclaimer
of opinion because of the possible material effects of the uncertainty related
to the Company's difficulties in meeting its loan agreement covenants and
financing needs, its losses from operations, and its negative cash flows from
operating activities which raise substantial doubt about the Company's ability
to continue as a going concern.
In connection with the Company's audits for the years ended December
31, 1999 and 2000 and subsequently through the date of its dismissal, the
Company had no disagreements with Deloitte on any matter of accounting principle
or practice, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Deloitte, would have
caused it to make reference to the subject matter of the disagreement in its
report on the consolidated financial statements of the Company.
Deloitte advised the Company in a letter dated March 12, 2002 to the
Company's Board of Directors that, in connection with Deloitte's audit of the
Company's consolidated financial statements for the year ended December 31,
2000, Deloitte had noted certain matters involving the Company's internal
controls and its operations that Deloitte considered to be reportable conditions
and a material weakness under standards established by the American Institute of
Certified Public Accountants. Reportable conditions involve matters coming to
the auditor's attention relating to significant deficiencies in the design or
operation of an entity's internal control that, in the auditor's judgment, could
adversely affect the entity's ability to record, process, summarize, and report
financial data consistent with the assertions of management in the financial
statements. A material weakness is a condition in which the design or operation
of one or more of the internal control components does not reduce to a
relatively low level the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the consolidated financial
statements being audited may occur and not be detected within a timely period by
employees in the normal course of performing their assigned functions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
(c) EXHIBITS. THE FOLLOWING EXHIBITS ARE FILED WITH THIS REPORT.
Exhibit
Number Description of Exhibits
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16.1 Letter from Deloitte & Touche, LLP to the Securites
and Exchage Commission dated June 25, 2002
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.
SILVERLEAF RESORTS, INC.
Dated: June 25, 2002 By: /s/ ROBERT E. MEAD
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Name: Robert E. Mead
Title: Chairman and Chief Executive
Officer
Dated: June 25, 2002 By: /s/ HARRY J. WHITE, JR.
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Name: Harry J. White, Jr.
Title: Chief Financial Officer
EXHIBIT INDEX
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<Caption>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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16.1 Letter from Deloitte & Touche, LLP to the Securities
and Exchange Commission dated June 25, 2002
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