UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
(CUSIP Number)
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with a copy to
:
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Mr. Stephen Feinberg
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Robert G. Minion, Esq.
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c/o Cerberus Capital Management, L.P.
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Lowenstein Sandler PC
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299 Park Avenue, 22nd Floor
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1251 Avenue of the Americas, 18th Floor
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New York, NY 10171
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New York, NY 10020
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(212) 891-2100
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(973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§
§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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Note
: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§
240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Cusip No. 828395103
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
Stephen Feinberg
2. Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
3. SEC Use Only
4. Source of Funds (See Instructions): OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
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Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7.
Sole Voting Power:
0
Shares Beneficially 8.
Shared Voting Power:
9,349,417
*
Owned by
Each Reporting 9.
Sole Dispositive Power:
0
Person With 10.
Shared Dispositive Power:
9,349,417
*
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 9,349,417*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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(See Instructions):
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Not Applicable
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13. Percent of Class Represented by Amount in Row (11): 24.5%*
14. Type of Reporting Person (See Instructions): IA, IN
* Based upon the information set forth in the Merger Agreement (defined below), there were 38,136,921 shares of common stock, par value $0.01 per share (the “Shares”), of Silverleaf Resorts, Inc. (the “Company”) issued and outstanding as of January 31, 2011. On February 3, 2011, SL Resort Holdings Inc., a Delaware corporation (“Parent”), and Resort Merger Sub Inc., a Texas corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), each of which is owned by one or more funds or accounts affiliated with Cerberus Capital Management, L.P. (“CCM”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company, whereby Merger Sub will be merged with and into the Company, and as a result, the Company will continue as the surviving corporation and will be a wholly owned subsidiary of Parent. Concurrently with the execution and delivery of the Merger Agreement, Parent and Merger Sub entered into a voting agreement (the “Voting Agreement”) with Robert E. Mead, the Chairman and Chief Executive Officer of the Company, in his individual capacity and as trustee of the voting trust between Mr. Mead and his wife, Judith Mead, and Mrs. Mead. As a result of the terms of the Voting Agreement, CCM may be deemed to have certain shared power to vote and shared power to direct the disposition of the 9,349,417 Shares that are the subject of the Voting Agreement. Stephen Feinberg is the sole shareholder of Craig Court, Inc., the managing member of Craig Court GP, LLC, which is the general partner of CCM. As a result of the foregoing, Mr. Feinberg possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by CCM. As a result, Mr. Feinberg may be deemed to beneficially own 9,349,417 Shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Mr. Feinberg or any other person that he or it is the beneficial owner of any of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Item 1.
Security and Issuer
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The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.01 per share (the “Shares”), of Silverleaf Resorts, Inc., a Texas corporation (the “Company”). The principal executive offices of the Company are located at 1221 River Bend Drive, Suite 120, Dallas, Texas 75247.
Item 2.
Identity and Background
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The person filing this statement is Stephen Feinberg, whose business address is 299 Park Avenue, 22nd Floor, New York, NY 10171. Mr. Feinberg is the sole shareholder of Craig Court, Inc., the managing member of Craig Court GP, LLC, which is the general partner of Cerberus Capital Management, L.P. (“CCM”). CCM, through one or more funds and/or accounts managed by it and/or its affiliates (collectively, “Cerberus”), is engaged in the investment in property of all kinds, including but not limited to capital stock, depository receipts, subscriptions, warrants, bonds, notes, debentures, options and other securities and instruments of varying kind and nature. Mr. Feinberg also provides investment management and other services for various other third parties.
Mr. Feinberg has never been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which he was or is now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Feinberg is a citizen of the United States.
Item 3.
Source and Amount of Funds or Other Consideration
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On February 3, 2011, SL Resort Holdings Inc., a Delaware corporation (“Parent”), and Resort Merger Sub Inc., a Texas corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), each of which is owned by one or more funds or accounts affiliated with CCM, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the Company, whereby Merger Sub will be merged with and into the Company, and as a result, the Company will continue as the surviving corporation and will be a wholly owned subsidiary of Parent (the “Merger”). Concurrently with the execution and delivery of the Merger Agreement, Parent and Merger Sub entered into a voting agreement (the “Voting Agreement”) with Robert E. Mead, the Chairman and Chief Executive Officer of the Company, in his individual capacity and as trustee of the voting trust between Mr. Mead and his wife, Judith Mead, and Mrs. Mead. As a result of the terms of the Voting Agreement, Mr. Feinberg may be deemed to beneficially own the 9,349,417 Shares which are the subject of the Voting Agreement.
Item 4.
Purpose of Transaction
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The Voting Agreement was entered into in connection with a potential acquisition of the Company by CCM through a cash merger pursuant to the terms set forth in the Merger Agreement, whereby Merger Sub, an affiliate of CCM and a wholly-owned subsidiary of Parent, also an affiliate of CCM, would be merged with and into the Company, and as a result, the Company would continue as the surviving corporation and would be a wholly owned subsidiary of Parent. Pursuant to, and subject to the terms of, the Voting Agreement, Mr. Mead agreed, among other things, to vote the 9,349,417 Shares beneficially owned by him which are the subject of the Voting Agreement (i) in favor of the adoption of the Merger Agreement and any transactions contemplated thereby, including the Merger, and any actions that could be reasonably expected to be in furtherance thereof, (ii) against any Takeover Proposal (as defined in the Merger Agreement), the adoption of any Acquisition Agreement (as defined in the Merger Agreement) or any other agreement relating to a Takeover Proposal, or and any liquidation, winding-up, reorganization, recapitalization or other restructuring of the Company or its subsidiaries, and (iii) against any other proposal or action that is intended, or that would reasonably be expected, to impede, interfere with, prevent, postpone or delay the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement. The Voting Agreement restricts Mr. Mead from (a) granting any proxies or entering into any voting agreement, voting trust, power-of-attorney, consent or other agreement or arrangement with respect to the voting of any Shares, other than any proxies, voting trusts or voting agreements or arrangements that are not inconsistent and could not reasonably be expected to interfere in any manner with Mr. Mead’s voting obligations contained in the Voting Agreement or the agreements made under the Voting Agreement, or (b) selling, assigning, transferring, hypothecating, pledging, encumbering, permitting the creation of a lien upon, or otherwise disposing of (including by merger, consolidation or otherwise by operation of law) (any of the foregoing, a “Transfer”), or entering into any contract, option, hedging, derivative transaction or other arrangement or understanding with respect to the direct or indirect Transfer of, any Shares or any right, title or interest therein or related thereto. The Voting Agreement also restricts Mr. Mead from (x) initiating, soliciting or knowingly encouraging any inquiries regarding, or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Takeover Proposal, (y) engaging in, continuing or otherwise participating in, any discussions or negotiations regarding, or providing any non-public information or data to any person relating to, or for the purpose of knowingly encouraging, any Takeover Proposal or otherwise knowingly facilitating any effort or attempt to make any Takeover Proposal, or (z) taking any action to make the provisions of any anti-takeover statute or regulation applicable to the Merger to the extent not already applicable thereto as of February 3, 2011.
The Voting Agreement shall automatically terminate and be null and void and have no effect upon the earliest to occur of (i) the mutual written consent of Parent and Mr. Mead, (ii) the Effective Time (as defined in the Merger Agreement) of the Merger, and (iii) the termination of the Merger Agreement in accordance with its terms.
The descriptions of the Merger Agreement and the Voting Agreement set forth herein are qualified in their entirety by reference to the complete agreements governing such matters, which are incorporated by reference herein as Exhibits 1 and 2 hereto, respectively.
Item 5.
Interest in Securities of the Issuer
.
Based upon the information set forth in the Merger Agreement, there were 38,136,921 Shares issued and outstanding as of January 31, 2011. Pursuant to the terms of the Voting Agreement, CCM may be deemed to have certain shared power to vote and shared power to direct the disposition of the 9,349,417 Shares that are the subject of the Voting Agreement. Stephen Feinberg is the sole shareholder of Craig Court, Inc., the managing member of Craig Court GP, LLC, which is the general partner of CCM. As a result of the foregoing, Mr. Feinberg possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by CCM. As a result, as of the filing date of this Schedule 13D, for the purposes of Reg. Section 240.13d-3, Mr. Feinberg may be deemed to beneficially own 9,349,417 Shares, or 24.5% of the Shares deemed issued and outstanding.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Mr. Feinberg or any other person that he or it is the beneficial owner of any of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Other than the transactions described in this Schedule 13D, during the sixty days on or prior to the filing date of this Schedule 13D, there were no transactions effected in the Shares, or securities convertible into, exercisable for or exchangeable for the Shares, by Mr. Feinberg or any person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
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The information set forth in Item 4 herein is hereby incorporated by reference.
Except as otherwise described herein, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between Stephen Feinberg or Cerberus and any other person or entity.
Item 7.
Material to be Filed as Exhibits
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1. Agreement and Plan of Merger, dated as of February 3, 2011, among SL Resort Holdings Inc., Resort Merger Sub Inc. and Silverleaf Resorts, Inc. (incorporated by reference from Exhibit 2.1 to the Form 8-K/Amendment filed by Silverleaf Resorts, Inc. on February 9, 2011).
2. Voting Agreement, dated as of February 3, 2011, among SL Resort Holdings Inc., Resort Merger Sub Inc. and Robert E. Mead (incorporated by reference from Exhibit 99.2 to the Form 8-K/Amendment filed by Silverleaf Resorts, Inc. on February 9, 2011).
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 10, 2011
/s/ Stephen Feinberg
Stephen Feinberg, on behalf of Craig Court, Inc., the managing member of Craig Court GP, LLC, the general partner of Cerberus Capital Management, L.P.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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