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: DECEMBER 29, 2003
(DATE OF EARLIEST EVENT REPORTED): DECEMBER 23, 2003
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)
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)
NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
INFORMATION TO BE INCLUDED IN REPORT
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) The following are furnished as Exhibits to this Report:
Exhibit No. Description
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<Caption>
3.1 Third Amended And Restated Articles of Incorporation of the
Registrant dated December 17, 2003
3.2 Amended and Restated Certificate of Incorporation of
Silverleaf Finance II, Inc. dated December 23, 2003
10.1 Developer Transfer Agreement dated as of December 19, 2003
between the Registrant and Silverleaf Finance II, Inc.
10.2 Loan and Security Agreement Receivables Credit Facility
provided by Textron Financial Corporation to Silverleaf
Finance II, Inc., dated as of December 19, 2003
10.3 Schedule 1 -- Defined Terms to Textron Receivables Credit
Facility
10.4 First Amendment to Amended and Restated Loan, Security and
Agency Agreement (Tranche A) dated as of December
19, 2003 between the Registrant and Textron Financial
Corporation
10.5 First Amendment to Amended and Restated Loan, Security and
Agency Agreement (Tranche B) dated as of December 19, 2003
between the Registrant and Textron Financial Corporation
10.6 First Amendment to Amended and Restated Loan, Security and
Agency Agreement (Tranche C) dated as of December 19, 2003
between the Registrant and Textron Financial Corporation
10.7 Third Amendment to Loan and Security Agreement (Inventory
Loan) dated as of December 19, 2003 between the Registrant and
Textron Financial Corporation
10.8 Third Amendment to Amended and Restated Revolving Credit
Agreement dated as of December 19, 2003 by and among the
Registrant, Sovereign Bank, and Liberty Bank
10.9 Third Amendment Agreement dated as of December 19, 2003 to the
Amended and Restated Receivables Loan and Security Agreement
dated as of April 30, 2002, among Silverleaf Finance I, Inc.;
the Registrant; Autobahn Funding Company LLC; Agent; U.S. Bank
Trust National Association; and Wells Fargo Bank Minnesota,
National Association
99.1 Press Release dated December 23, 2003 issued by the Registrant
</Table>
ITEM 9. REGULATION FD DISCLOSURE
Pursuant to Item 9, "Regulation FD Disclosure," information is being furnished
with respect to the Registrant's press release, issued on December 23, 2003,
announcing, among other things, that the Registrant has completed a $66.4
million conduit loan transaction and amended certain of its loan agreements with
its senior lenders, copies of which amendments are filed as exhibits hereto. A
copy of the press release issued on December 23, 2003, is furnished as Exhibit
No. 99.1 to this Report on Form 8-K. The Registrant's reports on Forms 10-K,
10-Q and 8-K and other publicly available information should be consulted for
other important information about the Registrant.
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: December 29, 2003 By: /s/ ROBERT E. MEAD
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Name: Robert E. Mead
Title: Chairman and Chief
Executive Officer
Dated: December 29, 2003 By: /s/ HARRY J. WHITE, JR.
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Name: Harry J. White, Jr.
Title: Chief Financial Officer