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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">As filed with the Securities and Exchange Commission on August&nbsp;23, 2004
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>Registration No. <U>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;</U></TD>
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<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>WASHINGTON, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="30%"></DIV>


<P align="center" style="font-size: 18pt"><B>FORM S-8</B>

<DIV align="center" style="font-size: 12pt">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</DIV>
<P align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="30%">

<P align="center" style="font-size: 24pt"><B>Silverleaf Resorts, Inc.</B>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant Specified in its Charter)</DIV>


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    <TD align="center" valign="top"><B>Texas</B>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>75-2259890</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification No.)</TD>
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<DIV align="center" style="font-size: 10pt"><B>1221 River Bend Drive</B></DIV>


<DIV align="center" style="font-size: 10pt"><B>Suite&nbsp;120</B></DIV>


<DIV align="center" style="font-size: 10pt"><B>Dallas, TX 75247</B></DIV>


<DIV align="center" style="font-size: 10pt"><B>214-631-1166</B></DIV>



<P align="center" style="font-size: 10pt">(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant&#146;s Principal


<DIV align="center" style="font-size: 10pt">Executive Offices</DIV>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%"></DIV>



<P align="center" style="font-size: 12pt"><B>2003 Stock Option Plan for Silverleaf Resorts, Inc.</B>


<DIV align="center" style="font-size: 10pt">(Full title of the plan)</DIV>


<DIV align="center" style="font-size: 10pt"><HR align="center" size="1" noshade width="25%"></DIV>


<DIV align="center">
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Robert E. Mead</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Copy to:</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>Chief Executive Officer<BR>
Silverleaf Resorts, Inc.<BR>
1221 River Bend Drive, Suite&nbsp;120<BR>
Dallas, TX 75247<BR>
(214)&nbsp;631-1166</B><BR>
(Name, address, including zip code, and<BR>
Telephone number, including area code,<BR>
of agent for service)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" nowrap><BR>
&nbsp;<B>David N. Reed<BR>
Meadows, Owens, Collier, Reed,<BR>
Cousins &#038; Blau, L.L.P.<BR>
901 Main Street, Suite&nbsp;3700<BR>
Dallas, TX 75202<BR>
(214)&nbsp;744-3700</B></TD>
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<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


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<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Securities to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate Offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered (1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share (2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Price (2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>(2)</B><HR size="1" noshade></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, $.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
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<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Par Value</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">2,209,614</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right" NOWRAP>.315&#150;$1.225</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$727,091.27</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">92.12</TD>
    <TD>&nbsp;</TD>
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<P align="center" style="font-size: 10pt">&nbsp;
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    <TD width="4%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Represents up to 2,175,479 shares of common stock of Silverleaf
Resorts, Inc. (&#147;Common Stock&#148;) that may be issued upon exercise of
outstanding options, or that may become available for future awards in
the event of cancellation or termination without exercise of outstanding options,
and up to 34,135 shares of Common Stock that are authorized for issuance
pursuant to future awards under the 2003 Stock Option Plan for Silverleaf
Resorts, Inc. (the &#147;Plan&#148;). In addition, pursuant to Rule&nbsp;416 under the
Securities Act of 1933, as amended (the &#147;Securities Act&#148;), this
Registration Statement also covers an indeterminate number of additional
 shares of common stock that may become issuable under the Plan by reason
of stock splits, stock dividends, recapitalizations or similar
transactions effected without consideration which result in an increase
or decrease in the number of outstanding shares of Common Stock.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Based on (a)&nbsp;the weighted-average exercise price of $0.315 per
share, with respect to 2,175,479 shares of Common Stock subject to
options outstanding under the Plan, and (b)&nbsp;pursuant to Rule 457(c) and
Rule&nbsp;457(h)(1) under the Securities Act, estimated solely for purposes
of calculation of the registration fee on the basis of the high and low
sales price of the Common Stock on the over-the-counter market on
August&nbsp;19, 2004
($1.225), with respect to 34,135 shares of Common Stock
authorized for issuance pursuant to future awards under the Plan.</TD>
</TR>

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<TR><TD colspan="9"><A HREF="#000"> PART I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001"> PART II</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#002">Item&nbsp;3. Incorporation of Documents by Reference</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003"> Item&nbsp;4. Description of Securities</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004"> Item&nbsp;5. Interests of Named Experts and Counsel</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005"> Item&nbsp;6. Indemnification of Directors and Officers</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item&nbsp;7. Exception from Registration Claimed</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item&nbsp;8. Exhibits</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item&nbsp;9. Undertakings</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009"> SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010"> EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="d17827exv5w1.htm">Opinion/Consent of Meadows, Owens, Collier, Reed, Cousins & Blau, LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="d17827exv23w2.htm">Consent of BDO Seidman, LLP</A></TD></TR>
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<P align="center" style="font-size: 10pt"><B>PART I</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS;<BR>
REOFFER PROSPECTUS</B>



<P align="center" style="font-size: 10pt"><B>EXPLANATORY NOTE</B>



<P align="left" style="font-size: 10pt"><B>Section&nbsp;10(a) Prospectus</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in Part&nbsp;I of this Form
S-8 will be given to option holders under the Plan pursuant to Rule&nbsp;428(b)(1)
under the Securities Act. Such documents are not required to be, and are not
being, filed by the Company as a part of this Form S-8. Such documents,
together with the documents incorporated by reference in this Registration
Statement, constitute a Prospectus that meets the requirements of Section 10(a)
of the Securities Act.


<P align="left" style="font-size: 10pt"><B>Reoffer Prospectus</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The material that follows, up to but not including the page beginning Part
II of the Registration Statement of which the Prospectus is a part, constitutes
a &#147;Reoffer Prospectus,&#148; prepared in accordance with the requirements of Part&nbsp;I
of Form S-3 under the Securities Act in accordance with the General Instruction
C of Form S-8 under the Securities Act. Pursuant to Instruction C of Form S-8,
the Reoffer Prospectus may be used for reoffers or resales of the Shares of the
Common Stock acquired by an &#147;Affiliate&#148; (as such term is defined in Rule&nbsp;405 of
the General Rules and Regulations under the Securities Act) pursuant to the
exercise of options under the Plan.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt"><B>REOFFER PROSPECTUS</B>



<P align="center" style="font-size: 14pt">2,209,614 SHARES



<P align="center" style="font-size: 16pt"><B>Silverleaf Resorts, Inc.</B>



<P align="center" style="font-size: 14pt">Common Stock



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Reoffer Prospectus (the &#147;Prospectus&#148;) relates to the reoffer and
resale of up to 2,209,614 shares (the &#147;Shares&#148;) of our common stock, par value
$0.01 per share (the &#147;Common Stock&#148;), which may in the future be issued
pursuant to the 2003 Stock Option Plan for Silverleaf Resorts, Inc. (the
&#147;Plan&#148;) and may be offered and sold from time to time by persons who may be
deemed to be affiliates of the Company (collectively, the &#147;Selling
Shareholders.&#148;) See &#147;Selling Shareholders.&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares of Common Stock may be sold from time to time to purchasers
directly by any of the Selling Shareholders. Alternatively, sales by the
Selling Shareholders may be made separately through one or more transactions
(which may involve one or more block transactions) on the over-the-counter
bulletin board (&#147;OTCBB&#148;), or in sales occurring in the public market off the
OTCBB, in negotiated transactions, or in a combination of such transactions.
Each sale may be at prices and at terms then prevailing or at prices related to
the then current market price or at negotiated prices and terms. Some or all
of the Shares of Common Stock may be sold through brokers acting on behalf of
the Selling Shareholders or to dealers for resale by such dealers and in
connection with such sales, such brokers or dealers may receive compensation in
the form of discounts or commissions from the Selling Shareholders and/or the
purchasers of such shares for whom they may act as broker or agent. Upon any
sale of the Shares offered hereby, the Selling Shareholders and participating
agents, brokers or dealers may be deemed to be underwriters as that term is
defined in the Securities Act of 1993, as amended (the &#147;Securities Act&#148;), and
commissions or discounts or any profit realized on the resale of such
securities may be deemed to be underwriting commissions or discounts under the
Securities Act. See &#147;Plan of Distribution.&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Common Stock is traded on the OTCBB under the symbol &#147;SVLF.&#148; On
August&nbsp;19, 2004, the last reported sale price of the Common Stock as reported
on the OTCBB was $1.25&nbsp;per share. The Company will pay all expenses in
connection with the offering contemplated by this Prospectus, other than
underwriting discounts or commissions, brokers&#146; fees and the fees of any
counsel to the Selling Shareholders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prospective Investors should carefully consider the matters set forth
under the caption &#147;Risk Factors&#148; on page 3 of this Prospectus.


<P>
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.</B>


<P>
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<P align="center" style="font-size: 10pt">&nbsp;
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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="center" style="font-size: 10pt">The date of this Prospectus is August&nbsp;23, 2004.


<DIV align="center" style="font-size: 10pt"><B>AVAILABLE INFORMATION</B></DIV>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the &#147;Commission&#148;). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W. Washington, D.C. 20549. Please contact the Commission a
1-800-SEC-0330 for further information on their public reference room. The
Commission maintains a site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission and that is located at http://www.sec.gov.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Commission under the Securities Act relating to the
securities issuable pursuant to the Plan offered hereby. This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
securities offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.


<P align="center" style="font-size: 10pt"><B>INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company hereby incorporates by reference into this Prospectus the
following documents and information heretofore filed with the Commission:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Quarterly Report on Form 10-Q for the period ended March&nbsp;31, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Quarterly Report on Form 10-Q for the period ended June&nbsp;30, 2004;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Annual Report on Form 10-K for the year ended December&nbsp;31, 2003;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our Current Reports on Form 8-K filed on May&nbsp;12, 2004, June&nbsp;3, 2004,
and June&nbsp;8, 2004 (File No.&nbsp;001-13003);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the description of the Company&#146;s Common Stock contained in the
Company&#146;s Registration Statement on Form 8-A filed with the Commission
on September&nbsp;4, 1997, as amended on September&nbsp;30, 1997 (Commission
File No.&nbsp;001-13003).</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering made hereby, shall be deemed incorporated by reference in this
Prospectus and to be a part of this Prospectus from the date of the filing of
such reports. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (other than the
exhibits expressly incorporated in such documents by reference). Requests
should be directed to the Secretary of the Company at 1221 River Bend, Suite
120, Dallas, Texas 75247, telephone (214)&nbsp;631-1166.


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>THE COMPANY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our principal business is the development, marketing, and operation of
&#147;drive-to&#148; and &#147;destination&#148; timeshare resorts. We currently own eight
&#147;drive-to resorts&#148; in Texas, Missouri, Illinois, and Georgia (the &#147;Drive-to
Resorts&#148;). We also own four &#147;destination resorts&#148; located in Texas, Missouri,
and Massachusetts (the &#147;Destination Resorts&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Drive-to Resorts are designed to appeal to vacationers seeking
comfortable and affordable accommodations in locations convenient to their
residences and are located near major metropolitan areas. Our Drive-to Resorts
are located close to principal market areas to facilitate more frequent
&#147;short-stay&#148; getaways. We believe such short-stay getaways are growing in
popularity as a vacation trend. Our Destination Resorts are located in or near
areas with national tourist appeal and offer our customers the opportunity to
upgrade into a more upscale resort area as their lifestyles and travel budgets
permit. Both the Drive-to Resorts and the Destination Resorts (collectively,
the &#147;Existing Resorts&#148;) provide a quiet, relaxing vacation environment. We
believe our resorts offer our customers an economical alternative to commercial
vacation lodging. The average price for an annual one-week vacation ownership
(&#147;Vacation Interval&#148;) for a two-bedroom unit at the Existing Resorts was $9,510
for 2003 and $9,846 for 2002.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Owners of Silverleaf Vacation Intervals at the Existing Resorts
(&#147;Silverleaf Owners&#148;) enjoy benefits which are uncommon in the timeshare
industry. These benefits include (i)&nbsp;use of vacant lodging facilities at the
Existing Resorts through our &#147;Bonus Time&#148; Program; (ii)&nbsp;year-round access to
the Existing Resorts&#146; non-lodging amenities such as fishing, boating, horseback
riding, tennis, or golf on a daily basis for little or no additional charge;
and (iii)&nbsp;the right to exchange a Vacation Interval for a different time period
at a different Existing Resort through our internal exchange program. These
benefits are subject to availability and other limitations. Most Silverleaf
Owners may also enroll in the Vacation Interval exchange network operated by
Resort Condominiums International (&#147;RCI&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Silverleaf is the issuer of the shares of Common Stock which will be
issued upon the exercise of the stock options granted under the Plan. The
address of our principal executive office is 1221 River Bend Drive, Suite&nbsp;120,
Dallas, Texas 75247. Our phone number is (214)&nbsp;631-1166.


<P align="center" style="font-size: 10pt"><B>RISK FACTORS</B>



<P align="left" style="font-size: 10pt"><B>If our assumptions and estimates in our Business Model are wrong, we could be
in default under our credit agreements.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The financial covenants in our credit facilities are based upon a business
model prepared by our management and approved by our banks. We used a number
of assumptions and estimates in preparing the business model, including:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>We estimated that we will sell our existing and planned
inventory of Vacation Intervals within 15&nbsp;years;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>We assumed that our level of sales and operating
profits and costs can be maintained; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>We assumed that we can raise the prices on our products
and services as market conditions allow.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These assumptions and estimates are subject to significant business,
economic and competitive risks and uncertainties. If our assumptions and
estimates are wrong, our future financial condition and results of operations
may vary significantly from those projected in the business model. In that
case, we would be in default under our credit facilities and our banks could
cease all funding.


<P align="center" style="font-size: 10pt">3
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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither our past nor present independent auditors have reviewed or
expressed an opinion about our business model or our ability to achieve it.


<P align="left" style="font-size: 10pt"><B>Changes in the timeshare industry could affect our operations.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We operate solely within the timeshare industry. Our results of
operations and financial position could be negatively affected by any of the
following events:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>An oversupply of timeshare units;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A reduction in demand for timeshare units;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Changes in travel and vacation patterns;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>A decrease in popularity of our resorts with our consumers;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Governmental regulations or taxation of the timeshare industry, and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Negative publicity about the timeshare industry.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B>Changes in accounting procedures and standards could negatively impact our
financial results.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Accounting Standards Executive Committee of the American Institute of
Certified Public Accountants has proposed an AICPA Statement of Position (the
&#147;Proposed SOP&#148;) which, if approved, could change the way we account for our
sales of Vacation Intervals. The Proposed SOP was released to the public for
comments on February&nbsp;20, 2003. The Proposed SOP:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>provides criteria for a real estate time-sharing
transaction to be recognized as a sale;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>limits the use of the full accrual method for revenue
recognition and provides that, under various conditions, the
percentage-of-completion method, cash received method, combined
method, or deposit method must be used; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>provides further guidance on accounting for various
other items such as sales incentives, costs incurred to sell
time-shares, cost of sales and time-sharing inventory, credit
losses, rental and other operations during the holding periods
for inventory, special purpose entities, points systems, vacation
clubs, sampler programs and mini-vacations, reloads, upgrades,
and payments to owners associations.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In its present form, the Proposed SOP would be generally effective for
financial statements for fiscal years beginning after June&nbsp;15, 2004. At
transition, the Proposed SOP would be applied retroactively to financial
statements by means of a cumulative effect of a change in accounting principle
rather than the alternatives of prospective application to new transactions
only and retroactive restatement of financial statements.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At its January&nbsp;14, 2004 meeting, the Financial Accounting Standards Board
met with representatives of the AICPA&#146;s Accounting Standards Executive
Committee (&#147;AcSEC&#148;) and discussed clearance of the Proposed SOP<I>, </I>which, if
cleared by the Board would have been issued with a Financial Accounting
Standards Board Statement to amend Statements 66 and 67 for real estate
time-sharing transactions. The Board indicated that AcSEC should not include
any revenue recognition guidance in the Proposed SOP. The Board considered a
number of factors in arriving at its conclusion including (1)&nbsp;changes in
revenue recognition practices that have occurred since AcSEC originally added
the project to its agenda, (2)&nbsp;the Board&#146;s revenue recognition project and the
potential for requiring preparers to change its revenue recognition practices
twice in a short time frame, and (3)&nbsp;the &#147;rules-based&#148; nature of


<P align="center" style="font-size: 10pt">4
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<P align="left" style="font-size: 10pt">the revenue recognition requirements in the Proposed SOP. The Board requested that the
AcSEC task force work with the Financial Accounting Standards Board staff to identify those topics to
be retained and addressed in the Proposed SOP, which the Board will consider at
a future meeting. The Board suggested that AcSEC consider publishing the
proposed revenue recognition guidance in a nonauthoritative source.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we cannot predict what the final version may contain or when it
will be adopted or effective, the above information leads us to believe that
the Proposed SOP will not have a material impact on our consolidated financial
position or results of operations. However, if adopted in its present form, the
Proposed SOP could result in very significant changes in our future financial
statements, and may also make it impossible for us to comply with the financial
covenants contained in certain of our credit agreements. In that event, we will
need to negotiate waivers or forbearance agreements with the lenders.


<P align="left" style="font-size: 10pt"><B>We may not be able to obtain additional financing.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Several unpredictable factors may cause our adjusted earnings before
interest, income taxes, depreciation and amortization to be insufficient to
meet debt service requirements or satisfy financial covenants. We incurred net
losses in two of the past three years. Should we record net losses in future
periods, our cash flow and our ability to obtain additional financing could be
materially and adversely impacted.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Many of the factors that will determine whether or not we generate
sufficient earnings before interest, income taxes, depreciation and
amortization to meet current or future debt service requirements and satisfy
financial covenants are inherently difficult to predict. These factors include:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the number of sales of Vacation Intervals;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the average purchase price per interval;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the number of customer defaults;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our cost of borrowing;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our sales and marketing costs and other operating expenses; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the continued sale of notes receivable.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our current and planned expenses and debt repayment levels are and will be
to a large extent fixed in the short term, and are based in part on past
expectations as to future revenues and cash flows. We have previously reduced
our costs of operations through a reduction in workforce and other cost-savings
measures. We may be unable to further reduce spending in a timely manner to
compensate for any past or future revenue or cash flow shortfall. It is
possible that our revenue, cash flow or operating results may not meet the
expectations of our business model, and may even result in our being unable to
meet the debt repayment schedules or financial covenants contained in our loan
agreements, including the Old and New Indentures.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our leverage is significant and will continue to burden our operations,
impair our ability to obtain additional financing, reduce the amount of cash
available for operations and required debt payments, and make us more
vulnerable to financial downturns.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bank credit agreements may:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>require a substantial portion of our cash flow to be
used to pay interest expense and principal;</TD>
</TR>


</TABLE>

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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>impair our ability to obtain on acceptable terms, if at
all, additional financing that might be necessary for working
capital, capital expenditures or other purposes; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>limit our ability to further refinance or amend the
terms of our existing debt obligations, if necessary or
advisable.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may not be able to reduce our financial leverage as we intend, and we
may not be able to achieve an appropriate balance between the rate of growth
which we consider acceptable and future reductions in financial leverage. If we
are not able to achieve growth in adjusted earnings before interest, income
taxes, depreciation and amortization, we may not be able to amend or refinance
our existing debt obligations and we may be precluded from incurring additional
indebtedness due to cash flow coverage requirements under existing or future
debt instruments.


<P align="left" style="font-size: 10pt"><B>We may be impacted by general economic conditions.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our customers may be more vulnerable to deteriorating economic conditions
than consumers in the luxury or upscale markets. An economic slowdown in the
United States could depress consumer spending for Vacation Intervals.
Additionally, significant increases in the cost of transportation may limit the
number of potential customers who travel to our resorts for a sales
presentation. During an economic slowdown and in past economic slowdowns and
recessions, we have experienced increased delinquencies in the payment of
Vacation Interval promissory notes and monthly Club dues. Consequently, we have
experienced an increased number of foreclosures and loan losses during this
period. It is likely that these delinquencies and losses will continue to
occur until the general economic conditions in the United States improve. Any
or all of the foregoing conditions could have a material adverse effect on our
results of operations, liquidity, and financial position.


<P align="left" style="font-size: 10pt"><B>We are at risk for defaults by our customers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We offer financing to the buyers of Vacation Intervals at our resorts.
These buyers make down payments of at least 10% of the purchase price and
deliver promissory notes to us for the balances. The promissory notes generally
bear interest at a fixed rate, are payable over a seven-year to ten-year
period, and are secured by a first mortgage on the Vacation Interval. We bear
the risk of defaults on these promissory notes. Although we prescreen prospects
in the early stages of the marketing and sales process, we generally do not
perform a detailed credit history review of our customers, as is the case with
most other timeshare developers.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We recorded 43.4% of the purchase price of Vacation Intervals as a
provision for uncollectible notes for the year ended December&nbsp;31, 2003. Our
sales were decreased by $4.0&nbsp;million for customer returns in 2003. When a
buyer of a Vacation Interval defaults, we foreclose on the Vacation Interval
and attempt to resell it. The associated marketing, selling, and
administrative costs from the original sale are not recovered; and we will
incur such costs again when we resell the Vacation Interval. Although we may
have recourse against a Vacation Interval buyer for the unpaid price, certain
states have laws which limit our ability to recover personal judgments against
customers who have defaulted on their loans. For example, if we were to file a
lawsuit to collect the balance owed to us by a customer in Texas (where
approximately 57.2% of Vacation Interval sales took place in 2003), the
customer could file a court proceeding to determine the fair market value of
the property foreclosed upon. In such event, we may not recover a personal
judgment against the customer for the full amount of the deficiency. We would
only recover an amount that the indebtedness owed to us exceeds the fair market
value of the property. Accordingly, we have generally not pursued this remedy.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At December&nbsp;31, 2003, we had Vacation Interval customer notes receivable
in the approximate principal amount of $242.3&nbsp;million, and had an allowance for
uncollectible notes of approximately $48.4&nbsp;million. We cannot be certain that
this allowance is adequate.


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<P align="left" style="font-size: 10pt"><B>We must borrow funds to finance our operations.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business is dependent on our ability to finance customer notes
receivable through our banks. At December&nbsp;31, 2003, we owed approximately
$212.3&nbsp;million of principal to our lenders.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Borrowing Base. </I></B>We have receivable based loan agreements with lenders to
borrow up to approximately $251.7&nbsp;million. We pledged our customer promissory
notes and mortgages as security under these agreements. Our lenders typically
lend us 75% to 85% of the principal amount of our customers&#146; notes, and
payments from Silverleaf Owners on such notes are credited directly to the
lender and applied against our loan balance. At December&nbsp;31, 2003, we had a
portfolio of approximately 32,056 Vacation Interval customer notes receivable
in the approximate principal amount of $242.3&nbsp;million. Approximately $3.9
million in principal amount of our customers&#146; notes were 61&nbsp;days or more past
due and, therefore, ineligible as collateral.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Negative Cash Flow. </I></B>We ordinarily receive only 10% of the purchase price
on the sale of a Vacation Interval, but we must pay in full the costs of
development, marketing, and sale of the interval. Maximum borrowings available
under our credit facilities may not be sufficient to cover these costs, thereby
straining our capital resources, liquidity, and capacity to grow.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Interest Rate Mismatch. </I></B>At December&nbsp;31, 2003, our portfolio of customer
loans had a weighted average fixed interest rate of 14.9%. At such date, our
borrowings (which bear interest at variable rates) against the portfolio had a
weighted average cost of funds of 6.3%. We have historically derived net
interest income from our financing activities because the interest rates we
charge our customers who finance the purchase of their Vacation Intervals
exceed the interest rates we pay to our lenders. Because our existing
indebtedness currently bears interest at variable rates and our customer notes
receivable bear interest at fixed rates, increases in interest rates charged by
our lenders would erode the spread in interest rates that we have historically
enjoyed and could cause the interest expense on our borrowings to exceed our
interest income on our portfolio of customer notes receivable. We have not
engaged in interest rate hedging transactions. Therefore, any increase in
interest rates, particularly if sustained, could have a material adverse effect
on our results of operations, liquidity, and financial position. To the extent
interest rates decrease on loans available to our customers, we face an
increased risk that customers will pre-pay their loans which would reduce our
income from financing activities.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Maturity Mismatch. </I></B>We typically provide financing to our customers over a
seven-year to ten-year period. Our customer notes had an average maturity of
5.9&nbsp;years at December&nbsp;31, 2003. Our revolving credit facilities have scheduled
maturity dates between August&nbsp;2004 (subsequently extended to February&nbsp;2006 in
early 2004) and March&nbsp;2007. Additionally, should our revolving credit
facilities be declared in default, the amount outstanding could be declared to
be immediately due and payable. Accordingly, there could be a mismatch between
our anticipated cash receipts and cash disbursements in 2004 and subsequent
periods. Although we have historically been able to secure financing sufficient
to fund our operations, we do not presently have agreements with our lenders to
extend the term of our existing funding commitments or to replace such
commitments upon their expiration. If we are unable to refinance our existing
loans, we could be required to sell our portfolio of customer notes receivable,
probably at a substantial discount, or to seek other alternatives to enable us
to continue in business. We cannot be certain that we will be able to obtain
required financing in the future.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Impact on Sales. </I></B>Limitations on the availability of financing would
inhibit sales of Vacation Intervals due to (i)&nbsp;the lack of funds to finance the
initial negative cash flow that results from sales that we finance and (ii)
reduced demand if we are unable to provide financing to purchasers of Vacation
Intervals.


<P align="left" style="font-size: 10pt"><B>Our business is highly regulated.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to substantial governmental regulation in the conduct of
our business. See &#147;Item&nbsp;1. Business, Governmental Regulation, Environmental
Matters, Utility Regulation, Other Regulation, and Item&nbsp;3. Legal Proceedings.&#148;
If we are found to have violated any statute, rule, or regulation applicable to
us, our assets, or our business, it could have a material effect on our results
of operations, liquidity, and financial condition.


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<P align="left" style="font-size: 10pt"><B>We are dependent on our key personnel.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During 2001, we were forced to downsize our staff, and we terminated many
employees with extended in-depth experience. However, we retained key members
of management. The loss of the services of the key members of management could
have a material adverse effect on our operations. Should our business develop
and expand again in the future, we would require additional management and
employees. Inability to hire when needed, retain, and integrate needed new or
replacement management and employees could have a material adverse effect on
our results of operations, liquidity, and financial position in future periods.


<P align="left" style="font-size: 10pt"><B>We will incur costs for additional development and construction activities at our Existing Resorts.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We intend to continue to develop the Existing Resorts; however, continued
development of our resorts places substantial demands on our liquidity and
capital resources, as well as on our personnel and administrative capabilities.
Risks associated with our development and construction activities include:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>construction costs or delays at a property may exceed
original estimates which could make the development uneconomical
or unprofitable;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>sales of Vacation Intervals at a newly completed
property may not be sufficient to make the property profitable;
and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>financing may not be available on favorable terms for
development of or the continued sales of Vacation Intervals at a
property.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We cannot be certain that we will have the liquidity and capital resources
to develop and expand the Existing Resorts.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our development and construction activities, as well as our ownership and
management of real estate, are subject to comprehensive federal, state, and
local laws regulating such matters as environmental and health concerns,
protection of endangered species, water supplies, zoning, land development,
land use, building design and construction, marketing and sales, and other
matters. Our failure to maintain the requisite licenses, permits, allocations,
authorizations, and other entitlements pursuant to such laws could impact the
development, completion, and sale of Vacation Intervals at our resorts. The
enactment of &#147;slow growth&#148; or &#147;no-growth&#148; initiatives or changes in labor or
other laws in any area where our resorts are located could also delay, affect
the cost or feasibility of, or preclude entirely the expansion planned at each
of the Existing Resorts.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Most of our resorts are located in rustic areas which often requires us to
provide public utility water and sanitation services in order to proceed with
development. This development is subject to permission and regulation by
governmental agencies, the denial or conditioning of which could limit or
preclude development. Operation of the utilities also subjects us to risk of
liability in connection with both the quality of fresh water provided and the
treatment and discharge of waste-water.


<P align="left" style="font-size: 10pt"><B>We must incur costs to comply with laws governing accessibility of facilities to disabled persons.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to a number of state and federal laws, including the Fair
Housing Act and the Americans with Disabilities Act (the &#147;ADA&#148;), that impose
requirements related to access and use by disabled persons of a variety of
public accommodations and facilities. The ADA requirements did not become
effective until after January&nbsp;1, 1991. Although we believe the Existing Resorts
are substantially in compliance with these laws, we will incur additional costs
to fully comply with these laws. Additional federal, state, and local
legislation may impose further restrictions on the Company, the Clubs, or the
Management Clubs at the Existing Resorts or other resorts, with respect to
access by disabled persons. The ultimate cost of compliance with such
legislation is not currently known.


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<P align="left" style="font-size: 10pt">Such costs are not expected to have a material effect on our results of operations, liquidity, and financial
condition, but these costs could be substantial.



<P align="left" style="font-size: 10pt"><B>We may be vulnerable to regional conditions.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior to August&nbsp;1997, all of our operating resorts and substantially all
of our customers and borrowers were located in Texas and Missouri. Since August
1997, we have expanded into other states. Our performance and the value of our
properties are affected by regional factors, including local economic
conditions (which may be adversely impacted by business layoffs or downsizing,
industry slowdowns, changing demographics, and other factors) and the local
regulatory climate. Our current geographic concentration could make us more
susceptible to adverse events or conditions which affect these areas in
particular.


<P align="left" style="font-size: 10pt"><B>We may be liable for environmental claims.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under various federal, state, and local laws, ordinances, and regulations,
as well as common law, the owner or operator of real property generally is
liable for the costs of removal or remediation of certain hazardous or toxic
substances located on, in, or emanating from, such property, as well as related
costs of investigation and property damage. Such laws often impose liability
without regard to whether the owner knew of, or was responsible for, the
presence of the hazardous or toxic substances. The presence of such substances,
or the failure to properly remediate such substances, may adversely affect the
owner&#146;s ability to sell or lease a property or to borrow money using such real
property as collateral. Other federal and state laws require the removal or
encapsulation of asbestos-containing material when such material is in poor
condition or in the event of construction, demolition, remodeling, or
renovation. Other statutes may require the removal of underground storage
tanks. Noncompliance with these and other environmental, health, or safety
requirements may result in the need to cease or alter operations at a property.
Further, the owner or operator of a site may be subject to common law claims by
third parties based on damages and costs resulting from violations of
environmental regulations or from contamination associated with the site. Phase
I environmental reports (which typically involve inspection without soil
sampling or ground water analysis) were prepared in 2001 by independent
environmental consultants for all of the Existing Resorts. The reports did not
reveal, nor are we aware of, any environmental liability that would have a
material adverse effect on our results of operations, liquidity, or financial
position. We cannot be certain that the Phase I reports revealed all
environmental liabilities or that no prior owner created any material
environmental condition not known to us.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain environmental laws impose liability on a previous owner of
property to the extent hazardous or toxic substances were present during the
prior ownership period. A transfer of the property may not relieve an owner of
such liability. Thus, we may have liability with respect to properties
previously sold by us or by our predecessors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that we are in compliance in all material respects with all
federal, state, and local ordinances and regulations regarding hazardous or
toxic substances. We have not been notified by any governmental authority or
third party of any non-compliance, liability, or other claim in connection with
any of our present or former properties.


<P align="left" style="font-size: 10pt"><B>Our sales could decline if our resorts do not qualify for participation in an exchange network.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The attractiveness of Vacation Interval ownership is enhanced by the
availability of exchange networks that allow Silverleaf Owners to exchange in a
particular year the occupancy right in their Vacation Interval for an occupancy
right in another participating network resort. According to ARDA, the ability
to exchange Vacation Intervals was cited by many buyers as an important reason
for purchasing a Vacation Interval. Several companies, including RCI, provide
broad-based Vacation Interval exchange services, and the Existing Resorts are
currently qualified for participation in the RCI exchange network. We cannot be
certain that we will be able to continue to qualify the Existing Resorts or any
future resorts for participation in these networks or any other exchange
network. If such exchange networks cease to function effectively, or if our
resorts are not accepted as exchanges for other desirable resorts, our sales of
Vacation Intervals could decline.


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<P align="left" style="font-size: 10pt"><B>Our sales would be affected by a secondary market for Vacation Intervals.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe the market for resale of Vacation Intervals is very limited and
that resale prices are substantially below the original purchase price of a
Vacation Interval. This may make ownership of Vacation Intervals less
attractive to prospective buyers. Owners of Vacation Intervals who wish to
sell their Vacation Interval compete with our sales. Vacation Interval resale
clearing houses and brokers do not currently have a material impact on our
sales. However, if the secondary market for Vacation Intervals becomes more
organized and liquid, the availability of resale intervals at lower prices
could materially adversely affect our prices and our ability to sell new
Vacation Intervals.


<P align="left" style="font-size: 10pt"><B>Our sales are seasonal in nature.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our sales of Vacation Intervals have generally been lower in the months of
November and December. Cash flow and earnings may be impacted by the timing of
development, the completion of future resorts, and the potential impact of
weather or other conditions in the regions where we operate. Our quarterly
operating results could be negatively impacted by these factors.


<P align="left" style="font-size: 10pt"><B>We are not insured for certain types of losses.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We do not insure certain types of losses (such as losses arising from
floods and acts of war) either because insurance is unavailable or
unaffordable. Should an uninsured loss or a loss in excess of insured limits
occur, we could be required to repair damage at our expense or lose our capital
invested in a resort, as well as the anticipated future revenues from such
resort. We would continue to be obligated on any mortgage indebtedness or
other obligations related to the property. Our results of operations,
liquidity, and financial position could be adversely effected by such losses.
Additionally, we may be indirectly impacted if disasters such as the terrorist
attacks on the United States which occurred on September&nbsp;11, 2001 cause a
general increase in property and casualty insurance rates, or cause certain
types of coverage to be unavailable.


<P align="left" style="font-size: 10pt"><B>We will continue to be highly leveraged.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our ability to finance customer notes receivable and develop our resorts
will be financed through borrowed funds. The funds borrowed would be
collateralized by substantially all of our assets. In addition, our loan
agreements contain financial and other restrictive covenants that will limit
our ability to borrow additional funds or invest in additional resorts. Failure
by us to comply with such covenants could result in an event of default which,
if not cured or waived, could have a material adverse effect on our results of
operations, liquidity, and financial position. Future loan agreements would
likely contain similar restrictions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The indenture pertaining to our 6% senior subordinated notes permits us to
incur certain additional indebtedness, including indebtedness secured by our
customer notes receivable. Accordingly, to the extent our customer notes
receivable increase and we have sufficient credit facilities available, we may
be able to borrow additional funds. The indenture pertaining to the 6% senior
subordinated notes also permits us to borrow additional funds in order to
finance development of our resorts. Future construction loans will likely
result in liens against the respective properties.


<P align="left" style="font-size: 10pt"><B>Common Stock could be impacted by our indebtedness.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The level of our indebtedness could negatively impact holders of our
Common Stock, because:


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a substantial portion of our cash flow from operations
must be dedicated to the payment of principal and interest on our
indebtedness;</TD>
</TR>


</TABLE>

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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our ability to obtain additional debt financing in the
future for working capital, capital expenditures or acquisitions
may be limited;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our level of indebtedness could limit our flexibility
in reacting to changes in the industry and economic conditions
generally;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>some of our loans are at variable rates of interest,
and a substantial increase in interest rates could adversely
affect our ability to meet debt service obligations; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>increased interest expense will reduce earnings, if
any.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt"><B>We could lose control over the Clubs.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Existing Resort has a Club that operates through a centralized
organization to manage the Existing Resorts on a collective basis. The
consolidation of resort operations through the Silverleaf Club permits:


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a centralized reservation system for all resorts;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>substantial cost savings by purchasing goods and
services for all resorts on a group basis, which generally
results in a lower cost of goods and services than if such goods
and services were purchased by each resort on an individual
basis;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>centralized management for the entire resort system;</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>centralized legal, accounting, and administrative services for the entire resort system; and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">&#149;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>uniform implementation of various rules and regulations governing all resorts.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We currently have the right to unilaterally appoint the board of directors
or governors of the Clubs until the respective control periods have expired
(typically triggered by the percentage of sales of the planned development),
unless otherwise provided by the bylaws of the association or under applicable
law. Thereafter, the bylaws of certain of the Clubs require that a majority of
the members of the board of directors or governors of the Club be owners of
Vacation Intervals of that resort. The loss of control of the board of
directors or governors of a Club could result in our being unable to
unilaterally cause the renewal of the collective Management Agreement with that
Club when it expires in 2010.


<P align="left" style="font-size: 10pt"><B>We could issue Preferred Stock that would have rights and preferences senior to Common Stock.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Articles of Incorporation authorize the Board of Directors to issue up
to 10,000,000 shares of Preferred Stock in one or more series and to establish
the preferences and rights (including the right to vote and the right to
convert into Common Stock) of any series of Preferred Stock issued. Such
preferences and rights would likely grant to the holders of the Preferred Stock
certain preferences in right of payment upon a dissolution of the Company and
the liquidation of our assets that would not be available to the holders of our
Common Stock. To the extent that our credit facilities would permit, the Board
could also establish a dividend payable to the holders of the Preferred Stock
that would not be available to the holders of the Common Stock.


<P align="left" style="font-size: 10pt"><B>Our cash flow may not be adequate upon an acceleration of deferred taxes.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;While we report sales of Vacation Intervals as income for financial
reporting purposes at the time of the sale, for federal income tax purposes, we
report substantially all Vacation Interval sales on the installment method.
Under the installment method, we recognize income for regular federal income
tax purposes on the sale of Vacation Intervals when cash is received in the
form of a down payment and as payments on customer loans are received.


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<P align="left" style="font-size: 10pt">Our liability for deferred taxes (i.e., taxes owed to taxing authorities in the
future in consequence of income previously reported in the financial
statements) was $84.4&nbsp;million at December&nbsp;31, 2003, primarily attributable to
this method of reporting Vacation Interval sales, before utilization of any
available deferred tax benefits (up to $94.8&nbsp;million at December&nbsp;31, 2003), including net operating loss carryforwards,
limitations on the use of which are discussed below. These amounts do not
include accrued interest on such deferred taxes which also will be payable when
the taxes are due, the amount of which is not now reasonably ascertainable. In
addition, the net deferred tax benefit is fully-reserved at December&nbsp;31, 2003.
If we should sell the installment notes or be required to factor them or if the
notes were foreclosed on by one of our lenders or otherwise disposed of, the
deferred gain would be reportable for regular federal tax purposes and the
deferred taxes, including interest on the taxes for the period the taxes were
deferred, as computed under Section&nbsp;453 of the Internal Revenue Code of 1986,
as amended (the &#147;Code&#148;), would become due. We cannot be certain that we would
have sufficient cash resources to pay those taxes and interest nor can we be
certain how the payment of such taxes may affect our operational liquidity
needs. Furthermore, if our sales of Vacation Intervals should decrease in the
future, our diminished operations may not generate either sufficient tax losses
to offset taxable income or funds to pay the deferred tax liability from prior
periods.



<P align="left" style="font-size: 10pt"><B>We will be subject to Alternative Minimum Taxes.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of computing the 20% alternative minimum tax (&#147;AMT&#148;) imposed
under Section&nbsp;55 of the Code on our alternative minimum taxable income
(&#147;AMTI&#148;), the installment sale method is generally not allowed. The Code
requires an adjustment to our AMTI for a portion of our adjusted current
earnings (&#147;ACE&#148;). Our ACE must be computed without application of the
installment sale method. Prior to 1997, we used the installment method for the
calculation of ACE for federal AMT purposes. In 1998, we received a ruling
from the Internal Revenue Service granting our request for permission to change
to the accrual method for this computation effective January&nbsp;1, 1997. As a
result, our AMTI for 1997 through 1999 was increased each year by approximately
$9&nbsp;million, which resulted in our paying substantial additional federal and
state taxes in those years. As a result of this change, we paid $641,000, $4.9
million, and $4.3&nbsp;million of federal AMT for 1997, 1998, and 1999,
respectively. Due to losses incurred in 2000 and 2001, we received refunds
totaling $8.3&nbsp;million during 2001 and $1.6&nbsp;million during 2002 as a result of
the carryback of our 2000 and 2001 AMT losses to 1999, 1998, and 1997. Thus,
while Section&nbsp;53 of the Code provides that we will be allowed a credit
(&#147;minimum tax credit&#148;) against our regular federal income tax liability for all
or a portion of the AMT previously paid, these refunds have resulted in a
refund of all such previously paid AMT. As a result, no minimum tax credit is
available. We anticipate adequate AMT loss carryforwards to offset 90% of 2004
AMT taxes, resulting in a minimal AMT liability for the year. However, we
further anticipate that any AMT loss carryforward remaining at the end of 2004
will be small and will be deductible in future years only to the extent of 90%
of AMTI pursuant to Section 56(d) of the Code. Accordingly, we anticipate that
we will have significant AMT liabilities in future years.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Due to the Exchange Offer previously described, an ownership change,
within the meaning of Section 382(g) of the Code, has occurred. Such an
ownership change may result in the imposition of a limitation on our use of any
minimum tax credit as provided in Section&nbsp;383 of the Code. Under Section&nbsp;383,
the amount of the excess credits which exist as of the date of the ownership
change can be used to offset our tax liability for post-change years only to
the extent of the Section&nbsp;383 Credit Limitation, which amount is defined as the
tax liability which is attributable to so much of our taxable income as does
not exceed the Section&nbsp;382 limitation for such post-change year to the extent
available after the application of Sections&nbsp;382 and 383(b) and (c). As a
result of the above-described refunds of previously paid AMT, there is no
minimum tax credit that is subject to Section&nbsp;383 of the Code. However, if it
is subsequently determined that we have an AMT liability for prior years, and
thus a minimum tax credit as of the time of the Exchange Offer, or if
additional &#147;ownership changes&#148; within the meaning of Section 382(g) of the Code
occur in the future, we cannot be certain that such ownership changes will not
result in a limitation on the use of any such minimum tax credit.


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<P align="left" style="font-size: 10pt"><B>Our use of net operating loss carryforwards could be limited by an ownership change.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We had net operating loss (&#147;NOL&#148;) carryforwards of approximately $232.1
million at December&nbsp;31, 2003, for regular federal income tax purposes, related
primarily to the immediate deduction of expenses and the simultaneous deferral
of installment sale gains. In addition to the general limitations on the
carryback and carryforward of NOLs under Section&nbsp;172 of the Code, Section&nbsp;382
of the Code imposes additional limitations on the utilization of NOLs by a corporation following various types of ownership
changes which result in more than a 50&nbsp;percentage point change in ownership of
a corporation within a three year period. The Exchange Offer resulted in an
ownership change within the meaning of Section 382(g) of the Code as of May&nbsp;2,
2002 (the &#147;change date&#148;). As a result, a portion of our NOL is subject to an
annual limitation for a portion of the taxable year, which includes the change
date as well as the taxable years beginning after the change date. The annual
limitation will be equal to the value of our stock immediately before the
ownership change, multiplied by the long-term tax-exempt rate (i.e., the
highest of the adjusted Federal long-term rates in effect for any month in the
three-calendar-month period ending with the calendar month in which the change
date occurs). This annual limitation is small in comparison to the size of
the NOL carryforwards. However, the annual limitation may be increased for any
recognized built-in gain, which existed as of the change date to the extent
allowed in Section 382(h) of the Code.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We anticipate that the built-in gain associated with the installment sale
gains as of the change date will increase the Section&nbsp;382 Limitation and allow
the utilization of the NOL as needed. Nevertheless, we cannot be certain that
the limitations of Section&nbsp;382 will not limit or deny our future utilization of
the NOL. Such limitation or denial would require us to pay substantial
additional federal and state taxes and interest for any periods following a
change in ownership as described above. Moreover, pursuant to Section&nbsp;383 of
the Code, an ownership change may also limit or deny our future utilization of
certain carryover excess credits, including any unused minimum tax credit, if
any, attributable to payment of alternative minimum taxes, as described above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accordingly, we cannot be certain that these additional limitations will
not limit or deny our future utilization of any NOL and/or excess tax credits.
If we cannot utilize these NOL and/or excess tax credits, we will pay
substantial additional federal and state taxes and interest for any periods
following applicable changes in ownership as described above. Such tax and
interest liabilities may adversely affect our liquidity.


<P align="left" style="font-size: 10pt"><B>We could be liable for back payroll taxes if our independent contractors are reclassified as employees.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we treat all on-site sales personnel as employees for payroll tax
purposes, we do have independent contractor agreements with certain sales and
marketing persons or entities. We have not treated these independent
contractors as employees and do not withhold payroll taxes from the amounts
paid to such persons or entities. In the event the Internal Revenue Service or
any state or local taxing authority were to successfully classify such persons
or entities as employees, rather than as independent contractors, we could be
liable for back payroll taxes. This could have a material adverse effect on
our results of operations, liquidity and financial position.


<P align="left" style="font-size: 10pt"><B>We could be negatively impacted by the National Do Not Call List.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We rely heavily on telemarketing activities to arrange tours of our
resorts to potential customers. On July&nbsp;3, 2003, the Federal Communications
Commission (&#147;FCC&#148;) released new rules and regulations promulgated under the
Telephone Consumer Protection Act of 1991, which could have a negative impact
on our telemarketing activities. The FCC has implemented, in conjunction with
the Federal Trade Commission (&#147;FTC&#148;), a National Do Not Call Registry, which
applies to both interstate and intrastate commercial telemarketing calls. The
FTC recently reported that approximately 56&nbsp;million telephone numbers had been
registered by the end of 2003. This could sharply limit the number of contacts
we will be able to make through our telemarketing activities. We will continue
to telemarket to individuals who do not place their telephone numbers on a
do-not-call list and those with whom we have an established business
relationship. Our use of autodialers to call potential customers in our
database could also be restricted by new call abandonment standards specified
in the FCC rules and regulations. We cannot currently determine the impact that
these new regulations could have on our sales; however, the large number of
telephone numbers registered on the National Do Not Call Registry and the
restrictions on our use of autodialers could negatively affect our sales and
marketing efforts and require us to use less effective, more expensive


<P align="center" style="font-size: 10pt">13
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">alternative marketing methods. While the new rules only became effective on
October&nbsp;1, 2003, we have experienced a decline in the number of telemarketing
calls we are able to complete as a result of the changes in the rules relating
to the use of automatic dialers. All companies involved in telemarketing expect
some negative impact to their businesses as a result of the do-not-call rules
and other federal and state legislation which seeks to protect the privacy of
consumers from various types of marketing solicitations. Because of our
historical dependence on telemarketing, we believe that these recent changes in the law will clearly
have a material impact on our operations and will require us to modify our
historical marketing practices in order to both remain compliant with the law
and to achieve the levels of resort tours by consumers which are necessary for
our profitable operation. Because the changes mandated by the rules which went
into effect on October&nbsp;1, 2003 are so recent, we will continue to assess both
the rules&#146; impact on operations and alternative methods of marketing that are
not impacted by the new rules.



<P align="center" style="font-size: 10pt"><B>USE OF PROCEEDS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will not receive any of the proceeds from the sale of Shares
by the Selling Shareholders.


<P align="center" style="font-size: 10pt"><B>DIVIDEND POLICY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has not paid cash dividends on the Common Stock in the past
and does not expect to pay any cash dividends on the common stock in the
foreseeable future. The Company instead intends to retain its earnings to
support the operations and growth of its business. Any future cash dividends
would depend on future earnings, capital requirements, the Company&#146;s financial
condition and other factors deemed relevant by the Board of Directors.


<P align="center" style="font-size: 10pt">14
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="center" style="font-size: 10pt"><B>SELLING SHAREHOLDERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Prospectus covers possible sales by the Selling Shareholders who are
officers of the Company of Shares that they may acquire through the exercise of
options granted under the Plan. Such officers may be deemed to be &#147;affiliates&#148;
of the Company (as such term is defined in Rule&nbsp;405 under the Securities Act).
The names of such officers, as of the date of this Prospectus, are listed
below, along with (i)&nbsp;the number of shares of Common Stock currently
beneficially owned by each such person, (ii)&nbsp;the number of Shares subject to
options offered by each such person for sale hereby, (iii)&nbsp;the number of shares
of Common Stock to be owned by each such person following the completion of the
offering contemplated hereby and (iv)&nbsp;the percentage that such shares will bear
to the number of outstanding shares of Common Stock at such time. The number
of Shares offered for sale by each Selling Shareholder may be updated in, and
additional individuals who may be or may become affiliates of the Company may
be added as Selling Shareholders hereunder, by supplements and/or amendments to
this Prospectus, which will be filed in accordance with Rule 424(b) under the
Securities Act. As the Company is unable, as of the date of this Prospectus,
to determine the date of the completion of the offering hereunder, the number
of shares and percentages shown hereunder are computed with reference to the
36,846,319 shares of Common Stock of the Company outstanding as of July&nbsp;31,
2004 and giving effect to the exercise of the options.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="51%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Percentage of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Shares Beneficially</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially Owned</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned after</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Beneficially</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Number of Shares</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>After Completion of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Completion of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Selling Shareholder(1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Owned(2)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offered Hereby(3)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering(4)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering(4)</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Sharon K. Brayfield,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">379,273</TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">368,269</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">256,517</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:20px; text-indent:-10px">President</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Joe W. Conner,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">122,756</TD>
    <TD nowrap>(6)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">368,269</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">0</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">Chief Operating Officer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em; background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">David T. O&#146;Connor,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">472,756</TD>
    <TD nowrap>(7)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">368,269</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">350,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Executive Vice President-Sales</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Harry J. White, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">194,756</TD>
    <TD nowrap>(8)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">368,269</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Chief Financial Officer and Treasurer</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em; background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Edward L. Lahart,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">162,906</TD>
    <TD nowrap>(9)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">368,269</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40,150</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Executive Vice President-Operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Darla Cordova,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">26,666</TD>
    <TD nowrap>(10)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Vice President&#151;Employee and
Marketing Services</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em; background: #eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Michael Jones,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">56,766</TD>
    <TD nowrap>(11)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40,100</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Vice President&#151;Information Systems</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 0em">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Robert G. Levy,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">56,666</TD>
    <TD nowrap>(12)</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">50,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">40,000</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">*</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">Vice President-Resort Operations</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>





<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Less than 1%</TD>
</TR>

</TABLE>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In reliance upon Item 2(b) of General Instruction C to Form S-8 under the
Securities Act, the officers of the company listed above as Selling
Shareholders have been listed herein whether or not such persons have a
present intent to reoffer or resell any or all of the shares listed as
owned by them and being offered hereby.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">15
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Reflects &#147;beneficial ownership&#148; as defined in Rule&nbsp;13d-3 under the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), and
includes shares subject to options that are exercisable within 60&nbsp;days.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes shares issuable upon exercise of options currently granted to
the Selling Shareholders under the Plan, whether or not such options are
exercisable within 60&nbsp;days.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(4)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Assumes the exercise of all presently exercisable options by the Selling
Shareholders, including options granted under the Company&#146;s 1997 Stock
Option Plan (the &#147;1997 Plan&#148;), and the sale of all shares offered by the
Selling Shareholders under this Prospectus.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(5)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 70,000 shares and 122,756 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60&nbsp;days.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(6)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 122,756 shares issuable upon options exercisable under the Plan
which are exercisable within 60&nbsp;days.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(7)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 350,000 shares and 122,756 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60&nbsp;days.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(8)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 70,000 shares and 122,756 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60&nbsp;days.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(9)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 40,000 shares and 122,756 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60&nbsp;days.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(10)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 10,000 shares and 16,666 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60&nbsp;days.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(11)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 40,000 shares and 16,666 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60&nbsp;days.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(12)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Includes 40,000 shares and 16,666 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60&nbsp;days.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt"><B>PLAN OF DISTRIBUTION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Shares may be sold or otherwise disposed of from time to time by any
of the Selling Shareholders in one or more transactions through any one or more
of the following: (i)&nbsp;to purchasers directly, (ii)&nbsp;in ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (iii)
through underwriters or dealers who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Shareholders or from the purchasers of the Shares for whom they may act as
agent, (iv)&nbsp;the pledge of the Shares as security for any loan or obligation,
including pledges to brokers or dealers who may, from time to time, themselves
effect distributions of the Shares or interests therein, (v)&nbsp;purchases by a
broker or dealer as principal and resale by such broker or dealer for its own
account pursuant to this Prospectus, (vi)&nbsp;a block trade in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction and
(vii)&nbsp;an exchange distribution in accordance with the rules of such exchange,
or in transactions in the over the counter market including, without
limitation, the Nasdaq National Market System. Such sales may be made at prices
and at terms then prevailing or at prices related to the then current market
price or at negotiated prices and terms. In effecting sales, brokers or
dealers may arrange for other brokers or dealers to participate. The Selling
Shareholders and any underwriters, brokers, dealers or agents that participate
in the distribution of the Shares, may be deemed to be &#147;underwriters&#148; within
the meaning of the Securities Act, and any profit on the sale of the Shares by
them and any discounts, commissions or concessions received by any such
underwriters, brokers, dealers or agents may be deemed to be underwriting
commissions or discounts under the Securities Act. In addition, any of the
shares covered by this Prospectus which qualify for sale pursuant to Rule&nbsp;144
may be sold under rule 144 rather than pursuant to this Prospectus.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company will pay all of the expenses incident to the offering hereby
and sale of the Shares to the public other than underwriting discounts or
commissions, brokers&#146; fees and the fees and expenses of any counsel to the
Selling Shareholders related thereto.



<P align="center" style="font-size: 10pt">16
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="center" style="font-size: 10pt"><B>LEGAL MATTERS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon for the Company by Meadows, Owens,
Collier, Reed, Cousins, &#038; Blau, L.L.P., Dallas, Texas.


<P align="center" style="font-size: 10pt"><B>EXPERTS</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Silverleaf Resorts, Inc. included
in the Company&#146;s Annual Report on Form 10-K for the year ended December&nbsp;31,
2003, have been audited by BDO Seidman, L.L.P., independent auditors, as set
forth in their report included therein and incorporated by reference herein.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.


<P align="center" style="font-size: 10pt"><B>FORWARD-LOOKING INFORMATION</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain statements contained in this Prospectus (including the documents
incorporated by reference herein) which are not historical facts are
forward-looking statements that relate to future events or the future financial
performance of the Company. In evaluating such statements, prospective
investors should specifically consider the various matters set forth herein
under the caption &#147;Risk Factors&#148;, as well as other risks detailed in the
documents incorporated by reference herein, which would cause actual results to
differ materially from those indicated in such forward-looking statements.


<P align="center" style="font-size: 10pt">17
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt"><B>NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.</B>



<P>
<HR noshade width="26%" align="center" size="1">
<P>



<P align="center" style="font-size: 10pt">TABLE OF CONTENTS


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="92%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #eeeeee">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Available Information
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Incorporation of Certain
Documents by Reference
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">The Company
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Risk Factors
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">3</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Use of Proceeds
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">14</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dividend Policy
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">14</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Selling Shareholders
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">15</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Plan of Distribution
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">16</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Legal Matters
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">17</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Experts
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">17</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #eeeeee">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Forward-Looking Information
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">17</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">2,209,614 SHARES


<P align="center" style="font-size: 24pt"><B>SILVERLEAF RESORTS, INC.</B>


<P align="center" style="font-size: 12pt">COMMON STOCK



<P>
<HR noshade width="26%" align="center" size="1">
<P>




<P align="center" style="font-size: 12pt">P R O S P E C T U S



<P>
<HR noshade width="26%" align="center" size="1">
<P>




<P align="center" style="font-size: 10pt">August&nbsp;23, 2004



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- link1 " PART II" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="center" style="font-size: 10pt"><B>PART II</B>



<P align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>


<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents, filed with the Securities and Exchange Commission
(the &#147;Commission&#148;) are incorporated by reference in this registration
statement.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Our latest Annual Report on Form 10-K for the fiscal year ended December&nbsp;31, 2003 (File No.
001-13003);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The following additional reports:</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Quarterly Report on Form 10-Q for the fiscal quarter ended March&nbsp;31,
2004 filed on May&nbsp;12, 2004 (File No.&nbsp;001-13003);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Report on Form 10-Q for the fiscal quarter ended June&nbsp;30, 2004
filed on August&nbsp;12, 2004 (File No.&nbsp;001-13003);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Current Report on Form 8-K filed on May&nbsp;12, 2004 (File No.&nbsp;001-13003);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Current Report on Form 8-K filed on June&nbsp;3, 2004 (File No.&nbsp;001-13003);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="5%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>our Current Report on Form 8-K filed on June&nbsp;8, 2004 (File No.&nbsp;001-13003).</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of our Common Stock which is contained under the caption &#147;Description of the
Registrant&#146;s Securities to be Registered&#148; in our Registration Statement on Form 8-A filed with
the Commission on September&nbsp;4, 1997, as amended by the Amendment to Registration Statement on
Form 8-A, filed with the Commission on September&nbsp;30, 1997.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and other documents subsequently filed by us with the
Commission pursuant to Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities covered by this Registration
Statement have been sold or which deregisters all of the securities then
remaining unsold, will be deemed to be incorporated by reference in this
Registration Statement and to be a part of this document from the date of
filing of such reports or other documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
document, will be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
document or in any other subsequently filed document which also is or is deemed
to be incorporated by reference in this document modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

<!-- link2 " Item&nbsp;4. Description of Securities" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. Description of Securities</B>




<P align="left" style="margin-left:4%; font-size: 10pt">Not Applicable

<!-- link2 " Item&nbsp;5. Interests of Named Experts and Counsel" -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>




<P align="left" style="margin-left:4%; font-size: 10pt">Not applicable


<P align="center" style="font-size: 10pt">II-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 " Item&nbsp;6. Indemnification of Directors and Officers" -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Charter limits the liability of the Company&#146;s directors and
officers to the Company and its shareholders to the fullest extent permitted by
law. The Texas Business Corporation Act (&#147;TBCA&#148;) presently permits the
liability of directors and officers to a corporation or its shareholders for
money damages to be limited, except for (i)&nbsp;a breach of the duty of loyalty to
the corporation or its shareholders, (ii)&nbsp;an act or omission not in good faith
that is a breach of a duty to the corporation or that involves intentional
misconduct or a knowing violation of the law, (iii)&nbsp;a transaction in which the
director or officer received an improper benefit, or (iv)&nbsp;other statutory
exceptions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has also entered into an agreement with each of its directors
and certain of its officers wherein it has agreed to indemnify each of them to
the fullest extent permitted by law. Pursuant to the Indemnification
Agreement, the Company shall indemnify an officer who is or was a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact
that such person is or was a director, officer, employee or agent of the
Company, or any subsidiary of the Company, by reason of any action or inaction
on the part of such person while an officer or director or by reason of the
fact that such person is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys&#146;
fees), judgments, fines and amounts paid in settlement (if such settlement is
approved in advance by the Company, which approval shall not be unreasonably
withheld) actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person&#146;s conduct was
unlawful. The Indemnification Agreements provide the procedure by which an
officer may seek indemnification by the Company.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company&#146;s Charter and Bylaws require the Company to indemnify its
directors, officers and certain other parties the fullest extent permitted from
time to time by law. The TBCA presently permits a corporation to indemnify its
directors, officers and certain other parties against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party only if (i)
the indemnified party conducted himself in good faith, (ii)&nbsp;if a director, his
conduct was in the corporation&#146;s best interest, or, if not a director, his
conduct was not opposed to the corporation&#146;s best interests, and (iii)&nbsp;in the
case of any criminal proceeding, the indemnified party had no reasonable cause
to believe his conduct was unlawful. Indemnification may be made against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the director or officer in connection with the proceeding;
provided, however, if the director or officer has been adjudged to be liable to
the corporation or is found liable on the basis that personal benefit was
improperly received, indemnification (i)&nbsp;is limited to reasonable expenses
actually incurred by such person in the proceeding, and (ii)&nbsp;shall not be made
in respect of any proceeding in which the person shall have been found liable
for willful or intentional misconduct in the performance of his duty to the
corporation. The termination of any proceeding by judgment, order, settlement,
or conviction, or upon a plea of nolo contendere or its equivalent, is not
itself determinative that the director or officer did not meet the requisite
standard of conduct required for indemnification to be permitted.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company has obtained a directors and officers liability insurance
policy that insures (i)&nbsp;the directors and officers of the Company from any
claim arising out of an alleged wrongful act by such persons while acting as
directors and/or officers of the Company, (ii)&nbsp;the Company to the extent that
it has indemnified the directors and officers for such loss, and (iii)&nbsp;the
Company for losses incurred in connection with claims made against the Company
for covered wrongful acts.

<!-- link2 "Item&nbsp;7. Exception from Registration Claimed" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. Exception from Registration Claimed</B>




<P align="left" style="margin-left:0%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable

<!-- link2 "Item&nbsp;8. Exhibits" -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. Exhibits.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The exhibits filed as part of this Registration Statement are as follows:


<P align="center" style="font-size: 10pt">II-2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>EXHIBIT</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>NUMBER</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>DESCRIPTION</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Third Amended and Restated Articles of Incorporation (incorporated herein by reference
to Exhibit&nbsp;3.1 to our Form&nbsp;8-K filed December&nbsp;29, 2003).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Articles of Correction dated
February 9, 2004 to our Articles of Incorporation (incorporated by
reference to Exhibit 3.2 to our 10-K for year ended December 31,
2003).</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>


<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Articles of Correction dated
February 9, 2004 to our Articles of Incorporation (incorporated by
reference to Exhibit 3.2 to our 10-K for year ended December 31,
2003).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of Silverleaf Resorts, Inc. (incorporated by reference to Exhibit&nbsp;3.2 to our
Form&nbsp;10-K for year ended December&nbsp;31, 1997).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment to Registrant&#146;s Bylaws dated February&nbsp;19, 2004 (incorporated by reference to
Exhibit&nbsp;3.4 to our Form&nbsp;10-K for year ended December&nbsp;31, 2003).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2003 Stock Option Plan (incorporated herein by reference to our Proxy Statement for the
2003 Annual Meeting of Shareholders filed on October&nbsp;20, 2003).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Meadows, Owens, Collier, Reed, Cousins &#038; Blau, LLP regarding the validity of
the Common Stock.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Meadows, Owens, Collier, Reed, Cousins &#038; Blau, LLP (included in Exhibit&nbsp;5.1).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of BDO Seidman, LLP.</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney (included as part of the signature page hereto).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">* Filed herewith


<!-- link2 "Item&nbsp;9. Undertakings" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="left" style="font-size: 10pt"><B>Item&nbsp;9. Undertakings</B>.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)The undersigned Registrant hereby undertakes:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20&nbsp;percent change in the
maximum aggregate offering price set forth in the &#147;Calculation of Registration
Fee&#148; table in the effective registration statement; and


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; <I>provided,
however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the
Commission by the Registrant pursuant to Section&nbsp;13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.


<P align="center" style="font-size: 10pt">II-3
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

<!-- link1 " SIGNATURES" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on August&nbsp;23, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" valign="top" align="left"><B>SILVERLEAF RESORTS, INC.</B></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ ROBERT E. MEAD</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Robert E. Mead, Chairman and Chief Executive
Officer</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">/s/ HARRY J. WHITE, JR.</TD>
</TR>

<TR style="font-size: 1px">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Harry J. White, Jr., Chief Financial Officer</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned directors and officers of Silverleaf Resorts, Inc.
(the &#147;Company&#148;) and each of us, do hereby constitute and appoint Robert E. Mead
and Harry J. White, Jr., or either of them, our true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to do any and all acts and things in our names and on our
behalf in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated above, which
said attorneys or agents, or either of them, may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, including specifically but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all


<P align="center" style="font-size: 10pt">II-4
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<P align="left" style="font-size: 10pt">amendments (including post-effective amendments) to such Registration
Statement; and we do hereby ratify and confirm all that the said attorneys and
agents, or their substitute or substitutes, or either of them, shall do or
cause to be done by virtue hereof.



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
capacities and on the dates indicated.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="28%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="52%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ ROBERT E. MEAD
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chairman, Chief Executive Officer and Director</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">August&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Robert E. Mead</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ HARRY J. WHITE, JR
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Principal Financial and Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">August&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Harry J. White, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ J. RICHARD BUDD, III</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">August&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">J. Richard Budd, III</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ JAMES B. FRANCIS, JR.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">August&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">James B. Francis, Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ HERBERT B. HIRSCH</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">August&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Herbert B. Hirsch</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/
REBECCA JANET WHITMORE</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><HR size="1" noshade>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">August&nbsp;23, 2004</TD>
</TR>

<TR valign="bottom">

<TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Rebecca Janet Whitmore</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">II-5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 " EXHIBIT INDEX" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="center" style="font-size: 10pt">EXHIBIT INDEX


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="86%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>EXHIBIT</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>NUMBER</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>DESCRIPTION</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Third Amended and Restated Articles of Incorporation (incorporated
hereby by reference to Exhibit&nbsp;3.1 to our Form&nbsp;8-K filed December
29, 2003).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of Silverleaf Resorts, Inc. (incorporated by reference to
Exhibit&nbsp;3.2 to our Form&nbsp;10-K for year ended December&nbsp;31, 1997).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amendment to Registrant&#146;s Bylaws dated February&nbsp;19, 2004
(incorporated by reference to Exhibit&nbsp;3.4 to our Form&nbsp;10-K for
year ended December&nbsp;31, 2003).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">2003 Stock Option Plan (incorporated herein by reference to our
Proxy Statement for the 2003 Annual Meeting of Shareholders filed
on October&nbsp;20, 2003).</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Meadows, Owens, Collier, Reed, Cousins &#038; Blau, LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Meadows, Owens, Collier, Reed, Cousins &#038; Blau, LLP
(included as a part of Exhibit&nbsp;5.1 herein)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of BDO Seidman, LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1*
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney (included as part of the signature page hereto).</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">*Filed herewith



<P align="center" style="font-size: 10pt">II-6
</DIV>

</BODY>
</HTML>
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sv8
Table of Contents
As filed with the Securities and Exchange Commission on August 23, 2004
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Silverleaf Resorts, Inc.
(Exact Name of Registrant Specified in its Charter)
Texas
75-2259890
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)
1221 River Bend Drive
Suite 120
Dallas, TX 75247
214-631-1166
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal
Executive Offices
2003 Stock Option Plan for Silverleaf Resorts, Inc.
(Full title of the plan)
Robert E. Mead
Copy to:
Chief Executive Officer
Silverleaf Resorts, Inc.
1221 River Bend Drive, Suite 120
Dallas, TX 75247
(214) 631-1166
(Name, address, including zip code, and
Telephone number, including area code,
of agent for service)
David N. Reed
Meadows, Owens, Collier, Reed,
Cousins & Blau, L.L.P.
901 Main Street, Suite 3700
Dallas, TX 75202
(214) 744-3700
CALCULATION OF REGISTRATION FEE
Title of
Proposed Maximum
Proposed Maximum
Amount of
Securities to be
Amount to be
Offering Price per
Aggregate Offering
Registration Fee
Registered
Registered (1)
Share (2)
Price (2)
(2)
Common Stock, $.01
Par Value
2,209,614
$
.315–$1.225
$727,091.27
$
92.12
Table of Contents
(1)
Represents up to 2,175,479 shares of common stock of Silverleaf
Resorts, Inc. ("Common Stock") that may be issued upon exercise of
outstanding options, or that may become available for future awards in
the event of cancellation or termination without exercise of outstanding options,
and up to 34,135 shares of Common Stock that are authorized for issuance
pursuant to future awards under the 2003 Stock Option Plan for Silverleaf
Resorts, Inc. (the "Plan"). In addition, pursuant to Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement also covers an indeterminate number of additional
 shares of common stock that may become issuable under the Plan by reason
of stock splits, stock dividends, recapitalizations or similar
transactions effected without consideration which result in an increase
or decrease in the number of outstanding shares of Common Stock.
(2)
Based on (a) the weighted-average exercise price of $0.315 per
share, with respect to 2,175,479 shares of Common Stock subject to
options outstanding under the Plan, and (b) pursuant to Rule 457(c) and
Rule 457(h)(1) under the Securities Act, estimated solely for purposes
of calculation of the registration fee on the basis of the high and low
sales price of the Common Stock on the over-the-counter market on
August 19, 2004
($1.225), with respect to 34,135 shares of Common Stock
authorized for issuance pursuant to future awards under the Plan.
TABLE OF CONTENTS
PART I
PART II
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exception from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
Opinion/Consent of Meadows, Owens, Collier, Reed, Cousins & Blau, LLP
Consent of BDO Seidman, LLP
Table of Contents
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS;
REOFFER PROSPECTUS
EXPLANATORY NOTE
Section 10(a) Prospectus
The documents containing the information specified in Part I of this Form
S-8 will be given to option holders under the Plan pursuant to Rule 428(b)(1)
under the Securities Act. Such documents are not required to be, and are not
being, filed by the Company as a part of this Form S-8. Such documents,
together with the documents incorporated by reference in this Registration
Statement, constitute a Prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Reoffer Prospectus
The material that follows, up to but not including the page beginning Part
II of the Registration Statement of which the Prospectus is a part, constitutes
a "Reoffer Prospectus," prepared in accordance with the requirements of Part I
of Form S-3 under the Securities Act in accordance with the General Instruction
C of Form S-8 under the Securities Act. Pursuant to Instruction C of Form S-8,
the Reoffer Prospectus may be used for reoffers or resales of the Shares of the
Common Stock acquired by an "Affiliate" (as such term is defined in Rule 405 of
the General Rules and Regulations under the Securities Act) pursuant to the
exercise of options under the Plan.
Table of Contents
REOFFER PROSPECTUS
2,209,614 SHARES
Silverleaf Resorts, Inc.
Common Stock
This Reoffer Prospectus (the "Prospectus") relates to the reoffer and
resale of up to 2,209,614 shares (the "Shares") of our common stock, par value
$0.01 per share (the "Common Stock"), which may in the future be issued
pursuant to the 2003 Stock Option Plan for Silverleaf Resorts, Inc. (the
"Plan") and may be offered and sold from time to time by persons who may be
deemed to be affiliates of the Company (collectively, the "Selling
Shareholders.") See "Selling Shareholders."
The shares of Common Stock may be sold from time to time to purchasers
directly by any of the Selling Shareholders. Alternatively, sales by the
Selling Shareholders may be made separately through one or more transactions
(which may involve one or more block transactions) on the over-the-counter
bulletin board ("OTCBB"), or in sales occurring in the public market off the
OTCBB, in negotiated transactions, or in a combination of such transactions.
Each sale may be at prices and at terms then prevailing or at prices related to
the then current market price or at negotiated prices and terms. Some or all
of the Shares of Common Stock may be sold through brokers acting on behalf of
the Selling Shareholders or to dealers for resale by such dealers and in
connection with such sales, such brokers or dealers may receive compensation in
the form of discounts or commissions from the Selling Shareholders and/or the
purchasers of such shares for whom they may act as broker or agent. Upon any
sale of the Shares offered hereby, the Selling Shareholders and participating
agents, brokers or dealers may be deemed to be underwriters as that term is
defined in the Securities Act of 1993, as amended (the "Securities Act"), and
commissions or discounts or any profit realized on the resale of such
securities may be deemed to be underwriting commissions or discounts under the
Securities Act. See "Plan of Distribution."
The Common Stock is traded on the OTCBB under the symbol "SVLF." On
August 19, 2004, the last reported sale price of the Common Stock as reported
on the OTCBB was $1.25 per share. The Company will pay all expenses in
connection with the offering contemplated by this Prospectus, other than
underwriting discounts or commissions, brokers' fees and the fees of any
counsel to the Selling Shareholders.
Prospective Investors should carefully consider the matters set forth
under the caption "Risk Factors" on page 3 of this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Table of Contents
The date of this Prospectus is August 23, 2004.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W. Washington, D.C. 20549. Please contact the Commission a
1-800-SEC-0330 for further information on their public reference room. The
Commission maintains a site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission and that is located at http://www.sec.gov.
This Prospectus constitutes a part of a Registration Statement filed by
the Company with the Commission under the Securities Act relating to the
securities issuable pursuant to the Plan offered hereby. This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
securities offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents and information heretofore filed with the Commission:
•
Our Quarterly Report on Form 10-Q for the period ended March 31, 2004;
•
Our Quarterly Report on Form 10-Q for the period ended June 30, 2004;
•
Our Annual Report on Form 10-K for the year ended December 31, 2003;
•
Our Current Reports on Form 8-K filed on May 12, 2004, June 3, 2004,
and June 8, 2004 (File No. 001-13003);
•
the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission
on September 4, 1997, as amended on September 30, 1997 (Commission
File No. 001-13003).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
offering made hereby, shall be deemed incorporated by reference in this
Prospectus and to be a part of this Prospectus from the date of the filing of
such reports. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (other than the
exhibits expressly incorporated in such documents by reference). Requests
should be directed to the Secretary of the Company at 1221 River Bend, Suite
120, Dallas, Texas 75247, telephone (214) 631-1166.
Table of Contents
THE COMPANY
Our principal business is the development, marketing, and operation of
"drive-to" and "destination" timeshare resorts. We currently own eight
"drive-to resorts" in Texas, Missouri, Illinois, and Georgia (the "Drive-to
Resorts"). We also own four "destination resorts" located in Texas, Missouri,
and Massachusetts (the "Destination Resorts").
The Drive-to Resorts are designed to appeal to vacationers seeking
comfortable and affordable accommodations in locations convenient to their
residences and are located near major metropolitan areas. Our Drive-to Resorts
are located close to principal market areas to facilitate more frequent
"short-stay" getaways. We believe such short-stay getaways are growing in
popularity as a vacation trend. Our Destination Resorts are located in or near
areas with national tourist appeal and offer our customers the opportunity to
upgrade into a more upscale resort area as their lifestyles and travel budgets
permit. Both the Drive-to Resorts and the Destination Resorts (collectively,
the "Existing Resorts") provide a quiet, relaxing vacation environment. We
believe our resorts offer our customers an economical alternative to commercial
vacation lodging. The average price for an annual one-week vacation ownership
("Vacation Interval") for a two-bedroom unit at the Existing Resorts was $9,510
for 2003 and $9,846 for 2002.
Owners of Silverleaf Vacation Intervals at the Existing Resorts
("Silverleaf Owners") enjoy benefits which are uncommon in the timeshare
industry. These benefits include (i) use of vacant lodging facilities at the
Existing Resorts through our "Bonus Time" Program; (ii) year-round access to
the Existing Resorts' non-lodging amenities such as fishing, boating, horseback
riding, tennis, or golf on a daily basis for little or no additional charge;
and (iii) the right to exchange a Vacation Interval for a different time period
at a different Existing Resort through our internal exchange program. These
benefits are subject to availability and other limitations. Most Silverleaf
Owners may also enroll in the Vacation Interval exchange network operated by
Resort Condominiums International ("RCI").
Silverleaf is the issuer of the shares of Common Stock which will be
issued upon the exercise of the stock options granted under the Plan. The
address of our principal executive office is 1221 River Bend Drive, Suite 120,
Dallas, Texas 75247. Our phone number is (214) 631-1166.
RISK FACTORS
If our assumptions and estimates in our Business Model are wrong, we could be
in default under our credit agreements.
The financial covenants in our credit facilities are based upon a business
model prepared by our management and approved by our banks. We used a number
of assumptions and estimates in preparing the business model, including:
•
We estimated that we will sell our existing and planned
inventory of Vacation Intervals within 15 years;
•
We assumed that our level of sales and operating
profits and costs can be maintained; and
•
We assumed that we can raise the prices on our products
and services as market conditions allow.
These assumptions and estimates are subject to significant business,
economic and competitive risks and uncertainties. If our assumptions and
estimates are wrong, our future financial condition and results of operations
may vary significantly from those projected in the business model. In that
case, we would be in default under our credit facilities and our banks could
cease all funding.
3
Table of Contents
Neither our past nor present independent auditors have reviewed or
expressed an opinion about our business model or our ability to achieve it.
Changes in the timeshare industry could affect our operations.
We operate solely within the timeshare industry. Our results of
operations and financial position could be negatively affected by any of the
following events:
•
An oversupply of timeshare units;
•
A reduction in demand for timeshare units;
•
Changes in travel and vacation patterns;
•
A decrease in popularity of our resorts with our consumers;
•
Governmental regulations or taxation of the timeshare industry, and
•
Negative publicity about the timeshare industry.
Changes in accounting procedures and standards could negatively impact our
financial results.
The Accounting Standards Executive Committee of the American Institute of
Certified Public Accountants has proposed an AICPA Statement of Position (the
"Proposed SOP") which, if approved, could change the way we account for our
sales of Vacation Intervals. The Proposed SOP was released to the public for
comments on February 20, 2003. The Proposed SOP:
•
provides criteria for a real estate time-sharing
transaction to be recognized as a sale;
•
limits the use of the full accrual method for revenue
recognition and provides that, under various conditions, the
percentage-of-completion method, cash received method, combined
method, or deposit method must be used; and
•
provides further guidance on accounting for various
other items such as sales incentives, costs incurred to sell
time-shares, cost of sales and time-sharing inventory, credit
losses, rental and other operations during the holding periods
for inventory, special purpose entities, points systems, vacation
clubs, sampler programs and mini-vacations, reloads, upgrades,
and payments to owners associations.
In its present form, the Proposed SOP would be generally effective for
financial statements for fiscal years beginning after June 15, 2004. At
transition, the Proposed SOP would be applied retroactively to financial
statements by means of a cumulative effect of a change in accounting principle
rather than the alternatives of prospective application to new transactions
only and retroactive restatement of financial statements.
At its January 14, 2004 meeting, the Financial Accounting Standards Board
met with representatives of the AICPA's Accounting Standards Executive
Committee ("AcSEC") and discussed clearance of the Proposed SOP
,
which, if
cleared by the Board would have been issued with a Financial Accounting
Standards Board Statement to amend Statements 66 and 67 for real estate
time-sharing transactions. The Board indicated that AcSEC should not include
any revenue recognition guidance in the Proposed SOP. The Board considered a
number of factors in arriving at its conclusion including (1) changes in
revenue recognition practices that have occurred since AcSEC originally added
the project to its agenda, (2) the Board's revenue recognition project and the
potential for requiring preparers to change its revenue recognition practices
twice in a short time frame, and (3) the "rules-based" nature of
4
Table of Contents
the revenue recognition requirements in the Proposed SOP. The Board requested that the
AcSEC task force work with the Financial Accounting Standards Board staff to identify those topics to
be retained and addressed in the Proposed SOP, which the Board will consider at
a future meeting. The Board suggested that AcSEC consider publishing the
proposed revenue recognition guidance in a nonauthoritative source.
Although we cannot predict what the final version may contain or when it
will be adopted or effective, the above information leads us to believe that
the Proposed SOP will not have a material impact on our consolidated financial
position or results of operations. However, if adopted in its present form, the
Proposed SOP could result in very significant changes in our future financial
statements, and may also make it impossible for us to comply with the financial
covenants contained in certain of our credit agreements. In that event, we will
need to negotiate waivers or forbearance agreements with the lenders.
We may not be able to obtain additional financing.
Several unpredictable factors may cause our adjusted earnings before
interest, income taxes, depreciation and amortization to be insufficient to
meet debt service requirements or satisfy financial covenants. We incurred net
losses in two of the past three years. Should we record net losses in future
periods, our cash flow and our ability to obtain additional financing could be
materially and adversely impacted.
Many of the factors that will determine whether or not we generate
sufficient earnings before interest, income taxes, depreciation and
amortization to meet current or future debt service requirements and satisfy
financial covenants are inherently difficult to predict. These factors include:
•
the number of sales of Vacation Intervals;
•
the average purchase price per interval;
•
the number of customer defaults;
•
our cost of borrowing;
•
our sales and marketing costs and other operating expenses; and
•
the continued sale of notes receivable.
Our current and planned expenses and debt repayment levels are and will be
to a large extent fixed in the short term, and are based in part on past
expectations as to future revenues and cash flows. We have previously reduced
our costs of operations through a reduction in workforce and other cost-savings
measures. We may be unable to further reduce spending in a timely manner to
compensate for any past or future revenue or cash flow shortfall. It is
possible that our revenue, cash flow or operating results may not meet the
expectations of our business model, and may even result in our being unable to
meet the debt repayment schedules or financial covenants contained in our loan
agreements, including the Old and New Indentures.
Our leverage is significant and will continue to burden our operations,
impair our ability to obtain additional financing, reduce the amount of cash
available for operations and required debt payments, and make us more
vulnerable to financial downturns.
Our bank credit agreements may:
•
require a substantial portion of our cash flow to be
used to pay interest expense and principal;
5
Table of Contents
•
impair our ability to obtain on acceptable terms, if at
all, additional financing that might be necessary for working
capital, capital expenditures or other purposes; and
•
limit our ability to further refinance or amend the
terms of our existing debt obligations, if necessary or
advisable.
We may not be able to reduce our financial leverage as we intend, and we
may not be able to achieve an appropriate balance between the rate of growth
which we consider acceptable and future reductions in financial leverage. If we
are not able to achieve growth in adjusted earnings before interest, income
taxes, depreciation and amortization, we may not be able to amend or refinance
our existing debt obligations and we may be precluded from incurring additional
indebtedness due to cash flow coverage requirements under existing or future
debt instruments.
We may be impacted by general economic conditions.
Our customers may be more vulnerable to deteriorating economic conditions
than consumers in the luxury or upscale markets. An economic slowdown in the
United States could depress consumer spending for Vacation Intervals.
Additionally, significant increases in the cost of transportation may limit the
number of potential customers who travel to our resorts for a sales
presentation. During an economic slowdown and in past economic slowdowns and
recessions, we have experienced increased delinquencies in the payment of
Vacation Interval promissory notes and monthly Club dues. Consequently, we have
experienced an increased number of foreclosures and loan losses during this
period. It is likely that these delinquencies and losses will continue to
occur until the general economic conditions in the United States improve. Any
or all of the foregoing conditions could have a material adverse effect on our
results of operations, liquidity, and financial position.
We are at risk for defaults by our customers.
We offer financing to the buyers of Vacation Intervals at our resorts.
These buyers make down payments of at least 10% of the purchase price and
deliver promissory notes to us for the balances. The promissory notes generally
bear interest at a fixed rate, are payable over a seven-year to ten-year
period, and are secured by a first mortgage on the Vacation Interval. We bear
the risk of defaults on these promissory notes. Although we prescreen prospects
in the early stages of the marketing and sales process, we generally do not
perform a detailed credit history review of our customers, as is the case with
most other timeshare developers.
We recorded 43.4% of the purchase price of Vacation Intervals as a
provision for uncollectible notes for the year ended December 31, 2003. Our
sales were decreased by $4.0 million for customer returns in 2003. When a
buyer of a Vacation Interval defaults, we foreclose on the Vacation Interval
and attempt to resell it. The associated marketing, selling, and
administrative costs from the original sale are not recovered; and we will
incur such costs again when we resell the Vacation Interval. Although we may
have recourse against a Vacation Interval buyer for the unpaid price, certain
states have laws which limit our ability to recover personal judgments against
customers who have defaulted on their loans. For example, if we were to file a
lawsuit to collect the balance owed to us by a customer in Texas (where
approximately 57.2% of Vacation Interval sales took place in 2003), the
customer could file a court proceeding to determine the fair market value of
the property foreclosed upon. In such event, we may not recover a personal
judgment against the customer for the full amount of the deficiency. We would
only recover an amount that the indebtedness owed to us exceeds the fair market
value of the property. Accordingly, we have generally not pursued this remedy.
At December 31, 2003, we had Vacation Interval customer notes receivable
in the approximate principal amount of $242.3 million, and had an allowance for
uncollectible notes of approximately $48.4 million. We cannot be certain that
this allowance is adequate.
6
Table of Contents
We must borrow funds to finance our operations.
Our business is dependent on our ability to finance customer notes
receivable through our banks. At December 31, 2003, we owed approximately
$212.3 million of principal to our lenders.
Borrowing Base.
We have receivable based loan agreements with lenders to
borrow up to approximately $251.7 million. We pledged our customer promissory
notes and mortgages as security under these agreements. Our lenders typically
lend us 75% to 85% of the principal amount of our customers' notes, and
payments from Silverleaf Owners on such notes are credited directly to the
lender and applied against our loan balance. At December 31, 2003, we had a
portfolio of approximately 32,056 Vacation Interval customer notes receivable
in the approximate principal amount of $242.3 million. Approximately $3.9
million in principal amount of our customers' notes were 61 days or more past
due and, therefore, ineligible as collateral.
Negative Cash Flow.
We ordinarily receive only 10% of the purchase price
on the sale of a Vacation Interval, but we must pay in full the costs of
development, marketing, and sale of the interval. Maximum borrowings available
under our credit facilities may not be sufficient to cover these costs, thereby
straining our capital resources, liquidity, and capacity to grow.
Interest Rate Mismatch.
At December 31, 2003, our portfolio of customer
loans had a weighted average fixed interest rate of 14.9%. At such date, our
borrowings (which bear interest at variable rates) against the portfolio had a
weighted average cost of funds of 6.3%. We have historically derived net
interest income from our financing activities because the interest rates we
charge our customers who finance the purchase of their Vacation Intervals
exceed the interest rates we pay to our lenders. Because our existing
indebtedness currently bears interest at variable rates and our customer notes
receivable bear interest at fixed rates, increases in interest rates charged by
our lenders would erode the spread in interest rates that we have historically
enjoyed and could cause the interest expense on our borrowings to exceed our
interest income on our portfolio of customer notes receivable. We have not
engaged in interest rate hedging transactions. Therefore, any increase in
interest rates, particularly if sustained, could have a material adverse effect
on our results of operations, liquidity, and financial position. To the extent
interest rates decrease on loans available to our customers, we face an
increased risk that customers will pre-pay their loans which would reduce our
income from financing activities.
Maturity Mismatch.
We typically provide financing to our customers over a
seven-year to ten-year period. Our customer notes had an average maturity of
5.9 years at December 31, 2003. Our revolving credit facilities have scheduled
maturity dates between August 2004 (subsequently extended to February 2006 in
early 2004) and March 2007. Additionally, should our revolving credit
facilities be declared in default, the amount outstanding could be declared to
be immediately due and payable. Accordingly, there could be a mismatch between
our anticipated cash receipts and cash disbursements in 2004 and subsequent
periods. Although we have historically been able to secure financing sufficient
to fund our operations, we do not presently have agreements with our lenders to
extend the term of our existing funding commitments or to replace such
commitments upon their expiration. If we are unable to refinance our existing
loans, we could be required to sell our portfolio of customer notes receivable,
probably at a substantial discount, or to seek other alternatives to enable us
to continue in business. We cannot be certain that we will be able to obtain
required financing in the future.
Impact on Sales.
Limitations on the availability of financing would
inhibit sales of Vacation Intervals due to (i) the lack of funds to finance the
initial negative cash flow that results from sales that we finance and (ii)
reduced demand if we are unable to provide financing to purchasers of Vacation
Intervals.
Our business is highly regulated.
We are subject to substantial governmental regulation in the conduct of
our business. See "Item 1. Business, Governmental Regulation, Environmental
Matters, Utility Regulation, Other Regulation, and Item 3. Legal Proceedings."
If we are found to have violated any statute, rule, or regulation applicable to
us, our assets, or our business, it could have a material effect on our results
of operations, liquidity, and financial condition.
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We are dependent on our key personnel.
During 2001, we were forced to downsize our staff, and we terminated many
employees with extended in-depth experience. However, we retained key members
of management. The loss of the services of the key members of management could
have a material adverse effect on our operations. Should our business develop
and expand again in the future, we would require additional management and
employees. Inability to hire when needed, retain, and integrate needed new or
replacement management and employees could have a material adverse effect on
our results of operations, liquidity, and financial position in future periods.
We will incur costs for additional development and construction activities at our Existing Resorts.
We intend to continue to develop the Existing Resorts; however, continued
development of our resorts places substantial demands on our liquidity and
capital resources, as well as on our personnel and administrative capabilities.
Risks associated with our development and construction activities include:
•
construction costs or delays at a property may exceed
original estimates which could make the development uneconomical
or unprofitable;
•
sales of Vacation Intervals at a newly completed
property may not be sufficient to make the property profitable;
and
•
financing may not be available on favorable terms for
development of or the continued sales of Vacation Intervals at a
property.
We cannot be certain that we will have the liquidity and capital resources
to develop and expand the Existing Resorts.
Our development and construction activities, as well as our ownership and
management of real estate, are subject to comprehensive federal, state, and
local laws regulating such matters as environmental and health concerns,
protection of endangered species, water supplies, zoning, land development,
land use, building design and construction, marketing and sales, and other
matters. Our failure to maintain the requisite licenses, permits, allocations,
authorizations, and other entitlements pursuant to such laws could impact the
development, completion, and sale of Vacation Intervals at our resorts. The
enactment of "slow growth" or "no-growth" initiatives or changes in labor or
other laws in any area where our resorts are located could also delay, affect
the cost or feasibility of, or preclude entirely the expansion planned at each
of the Existing Resorts.
Most of our resorts are located in rustic areas which often requires us to
provide public utility water and sanitation services in order to proceed with
development. This development is subject to permission and regulation by
governmental agencies, the denial or conditioning of which could limit or
preclude development. Operation of the utilities also subjects us to risk of
liability in connection with both the quality of fresh water provided and the
treatment and discharge of waste-water.
We must incur costs to comply with laws governing accessibility of facilities to disabled persons.
We are subject to a number of state and federal laws, including the Fair
Housing Act and the Americans with Disabilities Act (the "ADA"), that impose
requirements related to access and use by disabled persons of a variety of
public accommodations and facilities. The ADA requirements did not become
effective until after January 1, 1991. Although we believe the Existing Resorts
are substantially in compliance with these laws, we will incur additional costs
to fully comply with these laws. Additional federal, state, and local
legislation may impose further restrictions on the Company, the Clubs, or the
Management Clubs at the Existing Resorts or other resorts, with respect to
access by disabled persons. The ultimate cost of compliance with such
legislation is not currently known.
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Such costs are not expected to have a material effect on our results of operations, liquidity, and financial
condition, but these costs could be substantial.
We may be vulnerable to regional conditions.
Prior to August 1997, all of our operating resorts and substantially all
of our customers and borrowers were located in Texas and Missouri. Since August
1997, we have expanded into other states. Our performance and the value of our
properties are affected by regional factors, including local economic
conditions (which may be adversely impacted by business layoffs or downsizing,
industry slowdowns, changing demographics, and other factors) and the local
regulatory climate. Our current geographic concentration could make us more
susceptible to adverse events or conditions which affect these areas in
particular.
We may be liable for environmental claims.
Under various federal, state, and local laws, ordinances, and regulations,
as well as common law, the owner or operator of real property generally is
liable for the costs of removal or remediation of certain hazardous or toxic
substances located on, in, or emanating from, such property, as well as related
costs of investigation and property damage. Such laws often impose liability
without regard to whether the owner knew of, or was responsible for, the
presence of the hazardous or toxic substances. The presence of such substances,
or the failure to properly remediate such substances, may adversely affect the
owner's ability to sell or lease a property or to borrow money using such real
property as collateral. Other federal and state laws require the removal or
encapsulation of asbestos-containing material when such material is in poor
condition or in the event of construction, demolition, remodeling, or
renovation. Other statutes may require the removal of underground storage
tanks. Noncompliance with these and other environmental, health, or safety
requirements may result in the need to cease or alter operations at a property.
Further, the owner or operator of a site may be subject to common law claims by
third parties based on damages and costs resulting from violations of
environmental regulations or from contamination associated with the site. Phase
I environmental reports (which typically involve inspection without soil
sampling or ground water analysis) were prepared in 2001 by independent
environmental consultants for all of the Existing Resorts. The reports did not
reveal, nor are we aware of, any environmental liability that would have a
material adverse effect on our results of operations, liquidity, or financial
position. We cannot be certain that the Phase I reports revealed all
environmental liabilities or that no prior owner created any material
environmental condition not known to us.
Certain environmental laws impose liability on a previous owner of
property to the extent hazardous or toxic substances were present during the
prior ownership period. A transfer of the property may not relieve an owner of
such liability. Thus, we may have liability with respect to properties
previously sold by us or by our predecessors.
We believe that we are in compliance in all material respects with all
federal, state, and local ordinances and regulations regarding hazardous or
toxic substances. We have not been notified by any governmental authority or
third party of any non-compliance, liability, or other claim in connection with
any of our present or former properties.
Our sales could decline if our resorts do not qualify for participation in an exchange network.
The attractiveness of Vacation Interval ownership is enhanced by the
availability of exchange networks that allow Silverleaf Owners to exchange in a
particular year the occupancy right in their Vacation Interval for an occupancy
right in another participating network resort. According to ARDA, the ability
to exchange Vacation Intervals was cited by many buyers as an important reason
for purchasing a Vacation Interval. Several companies, including RCI, provide
broad-based Vacation Interval exchange services, and the Existing Resorts are
currently qualified for participation in the RCI exchange network. We cannot be
certain that we will be able to continue to qualify the Existing Resorts or any
future resorts for participation in these networks or any other exchange
network. If such exchange networks cease to function effectively, or if our
resorts are not accepted as exchanges for other desirable resorts, our sales of
Vacation Intervals could decline.
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Our sales would be affected by a secondary market for Vacation Intervals.
We believe the market for resale of Vacation Intervals is very limited and
that resale prices are substantially below the original purchase price of a
Vacation Interval. This may make ownership of Vacation Intervals less
attractive to prospective buyers. Owners of Vacation Intervals who wish to
sell their Vacation Interval compete with our sales. Vacation Interval resale
clearing houses and brokers do not currently have a material impact on our
sales. However, if the secondary market for Vacation Intervals becomes more
organized and liquid, the availability of resale intervals at lower prices
could materially adversely affect our prices and our ability to sell new
Vacation Intervals.
Our sales are seasonal in nature.
Our sales of Vacation Intervals have generally been lower in the months of
November and December. Cash flow and earnings may be impacted by the timing of
development, the completion of future resorts, and the potential impact of
weather or other conditions in the regions where we operate. Our quarterly
operating results could be negatively impacted by these factors.
We are not insured for certain types of losses.
We do not insure certain types of losses (such as losses arising from
floods and acts of war) either because insurance is unavailable or
unaffordable. Should an uninsured loss or a loss in excess of insured limits
occur, we could be required to repair damage at our expense or lose our capital
invested in a resort, as well as the anticipated future revenues from such
resort. We would continue to be obligated on any mortgage indebtedness or
other obligations related to the property. Our results of operations,
liquidity, and financial position could be adversely effected by such losses.
Additionally, we may be indirectly impacted if disasters such as the terrorist
attacks on the United States which occurred on September 11, 2001 cause a
general increase in property and casualty insurance rates, or cause certain
types of coverage to be unavailable.
We will continue to be highly leveraged.
Our ability to finance customer notes receivable and develop our resorts
will be financed through borrowed funds. The funds borrowed would be
collateralized by substantially all of our assets. In addition, our loan
agreements contain financial and other restrictive covenants that will limit
our ability to borrow additional funds or invest in additional resorts. Failure
by us to comply with such covenants could result in an event of default which,
if not cured or waived, could have a material adverse effect on our results of
operations, liquidity, and financial position. Future loan agreements would
likely contain similar restrictions.
The indenture pertaining to our 6% senior subordinated notes permits us to
incur certain additional indebtedness, including indebtedness secured by our
customer notes receivable. Accordingly, to the extent our customer notes
receivable increase and we have sufficient credit facilities available, we may
be able to borrow additional funds. The indenture pertaining to the 6% senior
subordinated notes also permits us to borrow additional funds in order to
finance development of our resorts. Future construction loans will likely
result in liens against the respective properties.
Common Stock could be impacted by our indebtedness.
The level of our indebtedness could negatively impact holders of our
Common Stock, because:
•
a substantial portion of our cash flow from operations
must be dedicated to the payment of principal and interest on our
indebtedness;
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•
our ability to obtain additional debt financing in the
future for working capital, capital expenditures or acquisitions
may be limited;
•
our level of indebtedness could limit our flexibility
in reacting to changes in the industry and economic conditions
generally;
•
some of our loans are at variable rates of interest,
and a substantial increase in interest rates could adversely
affect our ability to meet debt service obligations; and
•
increased interest expense will reduce earnings, if
any.
We could lose control over the Clubs.
Each Existing Resort has a Club that operates through a centralized
organization to manage the Existing Resorts on a collective basis. The
consolidation of resort operations through the Silverleaf Club permits:
•
a centralized reservation system for all resorts;
•
substantial cost savings by purchasing goods and
services for all resorts on a group basis, which generally
results in a lower cost of goods and services than if such goods
and services were purchased by each resort on an individual
basis;
•
centralized management for the entire resort system;
•
centralized legal, accounting, and administrative services for the entire resort system; and
•
uniform implementation of various rules and regulations governing all resorts.
We currently have the right to unilaterally appoint the board of directors
or governors of the Clubs until the respective control periods have expired
(typically triggered by the percentage of sales of the planned development),
unless otherwise provided by the bylaws of the association or under applicable
law. Thereafter, the bylaws of certain of the Clubs require that a majority of
the members of the board of directors or governors of the Club be owners of
Vacation Intervals of that resort. The loss of control of the board of
directors or governors of a Club could result in our being unable to
unilaterally cause the renewal of the collective Management Agreement with that
Club when it expires in 2010.
We could issue Preferred Stock that would have rights and preferences senior to Common Stock.
Our Articles of Incorporation authorize the Board of Directors to issue up
to 10,000,000 shares of Preferred Stock in one or more series and to establish
the preferences and rights (including the right to vote and the right to
convert into Common Stock) of any series of Preferred Stock issued. Such
preferences and rights would likely grant to the holders of the Preferred Stock
certain preferences in right of payment upon a dissolution of the Company and
the liquidation of our assets that would not be available to the holders of our
Common Stock. To the extent that our credit facilities would permit, the Board
could also establish a dividend payable to the holders of the Preferred Stock
that would not be available to the holders of the Common Stock.
Our cash flow may not be adequate upon an acceleration of deferred taxes.
While we report sales of Vacation Intervals as income for financial
reporting purposes at the time of the sale, for federal income tax purposes, we
report substantially all Vacation Interval sales on the installment method.
Under the installment method, we recognize income for regular federal income
tax purposes on the sale of Vacation Intervals when cash is received in the
form of a down payment and as payments on customer loans are received.
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Our liability for deferred taxes (i.e., taxes owed to taxing authorities in the
future in consequence of income previously reported in the financial
statements) was $84.4 million at December 31, 2003, primarily attributable to
this method of reporting Vacation Interval sales, before utilization of any
available deferred tax benefits (up to $94.8 million at December 31, 2003), including net operating loss carryforwards,
limitations on the use of which are discussed below. These amounts do not
include accrued interest on such deferred taxes which also will be payable when
the taxes are due, the amount of which is not now reasonably ascertainable. In
addition, the net deferred tax benefit is fully-reserved at December 31, 2003.
If we should sell the installment notes or be required to factor them or if the
notes were foreclosed on by one of our lenders or otherwise disposed of, the
deferred gain would be reportable for regular federal tax purposes and the
deferred taxes, including interest on the taxes for the period the taxes were
deferred, as computed under Section 453 of the Internal Revenue Code of 1986,
as amended (the "Code"), would become due. We cannot be certain that we would
have sufficient cash resources to pay those taxes and interest nor can we be
certain how the payment of such taxes may affect our operational liquidity
needs. Furthermore, if our sales of Vacation Intervals should decrease in the
future, our diminished operations may not generate either sufficient tax losses
to offset taxable income or funds to pay the deferred tax liability from prior
periods.
We will be subject to Alternative Minimum Taxes.
For purposes of computing the 20% alternative minimum tax ("AMT") imposed
under Section 55 of the Code on our alternative minimum taxable income
("AMTI"), the installment sale method is generally not allowed. The Code
requires an adjustment to our AMTI for a portion of our adjusted current
earnings ("ACE"). Our ACE must be computed without application of the
installment sale method. Prior to 1997, we used the installment method for the
calculation of ACE for federal AMT purposes. In 1998, we received a ruling
from the Internal Revenue Service granting our request for permission to change
to the accrual method for this computation effective January 1, 1997. As a
result, our AMTI for 1997 through 1999 was increased each year by approximately
$9 million, which resulted in our paying substantial additional federal and
state taxes in those years. As a result of this change, we paid $641,000, $4.9
million, and $4.3 million of federal AMT for 1997, 1998, and 1999,
respectively. Due to losses incurred in 2000 and 2001, we received refunds
totaling $8.3 million during 2001 and $1.6 million during 2002 as a result of
the carryback of our 2000 and 2001 AMT losses to 1999, 1998, and 1997. Thus,
while Section 53 of the Code provides that we will be allowed a credit
("minimum tax credit") against our regular federal income tax liability for all
or a portion of the AMT previously paid, these refunds have resulted in a
refund of all such previously paid AMT. As a result, no minimum tax credit is
available. We anticipate adequate AMT loss carryforwards to offset 90% of 2004
AMT taxes, resulting in a minimal AMT liability for the year. However, we
further anticipate that any AMT loss carryforward remaining at the end of 2004
will be small and will be deductible in future years only to the extent of 90%
of AMTI pursuant to Section 56(d) of the Code. Accordingly, we anticipate that
we will have significant AMT liabilities in future years.
Due to the Exchange Offer previously described, an ownership change,
within the meaning of Section 382(g) of the Code, has occurred. Such an
ownership change may result in the imposition of a limitation on our use of any
minimum tax credit as provided in Section 383 of the Code. Under Section 383,
the amount of the excess credits which exist as of the date of the ownership
change can be used to offset our tax liability for post-change years only to
the extent of the Section 383 Credit Limitation, which amount is defined as the
tax liability which is attributable to so much of our taxable income as does
not exceed the Section 382 limitation for such post-change year to the extent
available after the application of Sections 382 and 383(b) and (c). As a
result of the above-described refunds of previously paid AMT, there is no
minimum tax credit that is subject to Section 383 of the Code. However, if it
is subsequently determined that we have an AMT liability for prior years, and
thus a minimum tax credit as of the time of the Exchange Offer, or if
additional "ownership changes" within the meaning of Section 382(g) of the Code
occur in the future, we cannot be certain that such ownership changes will not
result in a limitation on the use of any such minimum tax credit.
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Our use of net operating loss carryforwards could be limited by an ownership change.
We had net operating loss ("NOL") carryforwards of approximately $232.1
million at December 31, 2003, for regular federal income tax purposes, related
primarily to the immediate deduction of expenses and the simultaneous deferral
of installment sale gains. In addition to the general limitations on the
carryback and carryforward of NOLs under Section 172 of the Code, Section 382
of the Code imposes additional limitations on the utilization of NOLs by a corporation following various types of ownership
changes which result in more than a 50 percentage point change in ownership of
a corporation within a three year period. The Exchange Offer resulted in an
ownership change within the meaning of Section 382(g) of the Code as of May 2,
2002 (the "change date"). As a result, a portion of our NOL is subject to an
annual limitation for a portion of the taxable year, which includes the change
date as well as the taxable years beginning after the change date. The annual
limitation will be equal to the value of our stock immediately before the
ownership change, multiplied by the long-term tax-exempt rate (i.e., the
highest of the adjusted Federal long-term rates in effect for any month in the
three-calendar-month period ending with the calendar month in which the change
date occurs). This annual limitation is small in comparison to the size of
the NOL carryforwards. However, the annual limitation may be increased for any
recognized built-in gain, which existed as of the change date to the extent
allowed in Section 382(h) of the Code.
We anticipate that the built-in gain associated with the installment sale
gains as of the change date will increase the Section 382 Limitation and allow
the utilization of the NOL as needed. Nevertheless, we cannot be certain that
the limitations of Section 382 will not limit or deny our future utilization of
the NOL. Such limitation or denial would require us to pay substantial
additional federal and state taxes and interest for any periods following a
change in ownership as described above. Moreover, pursuant to Section 383 of
the Code, an ownership change may also limit or deny our future utilization of
certain carryover excess credits, including any unused minimum tax credit, if
any, attributable to payment of alternative minimum taxes, as described above.
Accordingly, we cannot be certain that these additional limitations will
not limit or deny our future utilization of any NOL and/or excess tax credits.
If we cannot utilize these NOL and/or excess tax credits, we will pay
substantial additional federal and state taxes and interest for any periods
following applicable changes in ownership as described above. Such tax and
interest liabilities may adversely affect our liquidity.
We could be liable for back payroll taxes if our independent contractors are reclassified as employees.
Although we treat all on-site sales personnel as employees for payroll tax
purposes, we do have independent contractor agreements with certain sales and
marketing persons or entities. We have not treated these independent
contractors as employees and do not withhold payroll taxes from the amounts
paid to such persons or entities. In the event the Internal Revenue Service or
any state or local taxing authority were to successfully classify such persons
or entities as employees, rather than as independent contractors, we could be
liable for back payroll taxes. This could have a material adverse effect on
our results of operations, liquidity and financial position.
We could be negatively impacted by the National Do Not Call List.
We rely heavily on telemarketing activities to arrange tours of our
resorts to potential customers. On July 3, 2003, the Federal Communications
Commission ("FCC") released new rules and regulations promulgated under the
Telephone Consumer Protection Act of 1991, which could have a negative impact
on our telemarketing activities. The FCC has implemented, in conjunction with
the Federal Trade Commission ("FTC"), a National Do Not Call Registry, which
applies to both interstate and intrastate commercial telemarketing calls. The
FTC recently reported that approximately 56 million telephone numbers had been
registered by the end of 2003. This could sharply limit the number of contacts
we will be able to make through our telemarketing activities. We will continue
to telemarket to individuals who do not place their telephone numbers on a
do-not-call list and those with whom we have an established business
relationship. Our use of autodialers to call potential customers in our
database could also be restricted by new call abandonment standards specified
in the FCC rules and regulations. We cannot currently determine the impact that
these new regulations could have on our sales; however, the large number of
telephone numbers registered on the National Do Not Call Registry and the
restrictions on our use of autodialers could negatively affect our sales and
marketing efforts and require us to use less effective, more expensive
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alternative marketing methods. While the new rules only became effective on
October 1, 2003, we have experienced a decline in the number of telemarketing
calls we are able to complete as a result of the changes in the rules relating
to the use of automatic dialers. All companies involved in telemarketing expect
some negative impact to their businesses as a result of the do-not-call rules
and other federal and state legislation which seeks to protect the privacy of
consumers from various types of marketing solicitations. Because of our
historical dependence on telemarketing, we believe that these recent changes in the law will clearly
have a material impact on our operations and will require us to modify our
historical marketing practices in order to both remain compliant with the law
and to achieve the levels of resort tours by consumers which are necessary for
our profitable operation. Because the changes mandated by the rules which went
into effect on October 1, 2003 are so recent, we will continue to assess both
the rules' impact on operations and alternative methods of marketing that are
not impacted by the new rules.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Shares
by the Selling Shareholders.
DIVIDEND POLICY
The Company has not paid cash dividends on the Common Stock in the past
and does not expect to pay any cash dividends on the common stock in the
foreseeable future. The Company instead intends to retain its earnings to
support the operations and growth of its business. Any future cash dividends
would depend on future earnings, capital requirements, the Company's financial
condition and other factors deemed relevant by the Board of Directors.
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SELLING SHAREHOLDERS
This Prospectus covers possible sales by the Selling Shareholders who are
officers of the Company of Shares that they may acquire through the exercise of
options granted under the Plan. Such officers may be deemed to be "affiliates"
of the Company (as such term is defined in Rule 405 under the Securities Act).
The names of such officers, as of the date of this Prospectus, are listed
below, along with (i) the number of shares of Common Stock currently
beneficially owned by each such person, (ii) the number of Shares subject to
options offered by each such person for sale hereby, (iii) the number of shares
of Common Stock to be owned by each such person following the completion of the
offering contemplated hereby and (iv) the percentage that such shares will bear
to the number of outstanding shares of Common Stock at such time. The number
of Shares offered for sale by each Selling Shareholder may be updated in, and
additional individuals who may be or may become affiliates of the Company may
be added as Selling Shareholders hereunder, by supplements and/or amendments to
this Prospectus, which will be filed in accordance with Rule 424(b) under the
Securities Act. As the Company is unable, as of the date of this Prospectus,
to determine the date of the completion of the offering hereunder, the number
of shares and percentages shown hereunder are computed with reference to the
36,846,319 shares of Common Stock of the Company outstanding as of July 31,
2004 and giving effect to the exercise of the options.
Percentage of
Number of Shares
Shares Beneficially
Number of Shares
Beneficially Owned
Owned after
Beneficially
Number of Shares
After Completion of
Completion of
Selling Shareholder(1)
Owned(2)
Offered Hereby(3)
Offering(4)
Offering(4)
Sharon K. Brayfield,
379,273
(5)
368,269
256,517
*
President
Joe W. Conner,
122,756
(6)
368,269
0
*
Chief Operating Officer
David T. O'Connor,
472,756
(7)
368,269
350,000
*
Executive Vice President-Sales
Harry J. White, Jr.
194,756
(8)
368,269
72,000
*
Chief Financial Officer and Treasurer
Edward L. Lahart,
162,906
(9)
368,269
40,150
*
Executive Vice President-Operations
Darla Cordova,
26,666
(10)
50,000
10,000
*
Vice President—Employee and
Marketing Services
Michael Jones,
56,766
(11)
50,000
40,100
*
Vice President—Information Systems
Robert G. Levy,
56,666
(12)
50,000
40,000
*
Vice President-Resort Operations
*
Less than 1%
(1)
In reliance upon Item 2(b) of General Instruction C to Form S-8 under the
Securities Act, the officers of the company listed above as Selling
Shareholders have been listed herein whether or not such persons have a
present intent to reoffer or resell any or all of the shares listed as
owned by them and being offered hereby.
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(2)
Reflects "beneficial ownership" as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
includes shares subject to options that are exercisable within 60 days.
(3)
Includes shares issuable upon exercise of options currently granted to
the Selling Shareholders under the Plan, whether or not such options are
exercisable within 60 days.
(4)
Assumes the exercise of all presently exercisable options by the Selling
Shareholders, including options granted under the Company's 1997 Stock
Option Plan (the "1997 Plan"), and the sale of all shares offered by the
Selling Shareholders under this Prospectus.
(5)
Includes 70,000 shares and 122,756 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60 days.
(6)
Includes 122,756 shares issuable upon options exercisable under the Plan
which are exercisable within 60 days.
(7)
Includes 350,000 shares and 122,756 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60 days.
(8)
Includes 70,000 shares and 122,756 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60 days.
(9)
Includes 40,000 shares and 122,756 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60 days.
(10)
Includes 10,000 shares and 16,666 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60 days.
(11)
Includes 40,000 shares and 16,666 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60 days.
(12)
Includes 40,000 shares and 16,666 shares issuable upon options
exercisable under the 1997 Plan and the Plan, respectively, which are
exercisable within 60 days.
PLAN OF DISTRIBUTION
The Shares may be sold or otherwise disposed of from time to time by any
of the Selling Shareholders in one or more transactions through any one or more
of the following: (i) to purchasers directly, (ii) in ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (iii)
through underwriters or dealers who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Shareholders or from the purchasers of the Shares for whom they may act as
agent, (iv) the pledge of the Shares as security for any loan or obligation,
including pledges to brokers or dealers who may, from time to time, themselves
effect distributions of the Shares or interests therein, (v) purchases by a
broker or dealer as principal and resale by such broker or dealer for its own
account pursuant to this Prospectus, (vi) a block trade in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction and
(vii) an exchange distribution in accordance with the rules of such exchange,
or in transactions in the over the counter market including, without
limitation, the Nasdaq National Market System. Such sales may be made at prices
and at terms then prevailing or at prices related to the then current market
price or at negotiated prices and terms. In effecting sales, brokers or
dealers may arrange for other brokers or dealers to participate. The Selling
Shareholders and any underwriters, brokers, dealers or agents that participate
in the distribution of the Shares, may be deemed to be "underwriters" within
the meaning of the Securities Act, and any profit on the sale of the Shares by
them and any discounts, commissions or concessions received by any such
underwriters, brokers, dealers or agents may be deemed to be underwriting
commissions or discounts under the Securities Act. In addition, any of the
shares covered by this Prospectus which qualify for sale pursuant to Rule 144
may be sold under rule 144 rather than pursuant to this Prospectus.
The Company will pay all of the expenses incident to the offering hereby
and sale of the Shares to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Shareholders related thereto.
16
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LEGAL MATTERS
Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon for the Company by Meadows, Owens,
Collier, Reed, Cousins, & Blau, L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements of Silverleaf Resorts, Inc. included
in the Company's Annual Report on Form 10-K for the year ended December 31,
2003, have been audited by BDO Seidman, L.L.P., independent auditors, as set
forth in their report included therein and incorporated by reference herein.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
FORWARD-LOOKING INFORMATION
Certain statements contained in this Prospectus (including the documents
incorporated by reference herein) which are not historical facts are
forward-looking statements that relate to future events or the future financial
performance of the Company. In evaluating such statements, prospective
investors should specifically consider the various matters set forth herein
under the caption "Risk Factors", as well as other risks detailed in the
documents incorporated by reference herein, which would cause actual results to
differ materially from those indicated in such forward-looking statements.
17
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NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
TABLE OF CONTENTS
Available Information
2
Incorporation of Certain
Documents by Reference
2
The Company
3
Risk Factors
3
Use of Proceeds
14
Dividend Policy
14
Selling Shareholders
15
Plan of Distribution
16
Legal Matters
17
Experts
17
Forward-Looking Information
17
2,209,614 SHARES
SILVERLEAF RESORTS, INC.
COMMON STOCK
P R O S P E C T U S
August 23, 2004
Table of Contents
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this registration
statement.
(a)
Our latest Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (File No.
001-13003);
(b)
The following additional reports:
(i)
our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
2004 filed on May 12, 2004 (File No. 001-13003);
(ii)
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004
filed on August 12, 2004 (File No. 001-13003);
(iii)
our Current Report on Form 8-K filed on May 12, 2004 (File No. 001-13003);
(iv)
our Current Report on Form 8-K filed on June 3, 2004 (File No. 001-13003);
(v)
our Current Report on Form 8-K filed on June 8, 2004 (File No. 001-13003).
(c)
The description of our Common Stock which is contained under the caption "Description of the
Registrant's Securities to be Registered" in our Registration Statement on Form 8-A filed with
the Commission on September 4, 1997, as amended by the Amendment to Registration Statement on
Form 8-A, filed with the Commission on September 30, 1997.
All reports and other documents subsequently filed by us with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities covered by this Registration
Statement have been sold or which deregisters all of the securities then
remaining unsold, will be deemed to be incorporated by reference in this
Registration Statement and to be a part of this document from the date of
filing of such reports or other documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
document, will be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
document or in any other subsequently filed document which also is or is deemed
to be incorporated by reference in this document modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable
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Item 6. Indemnification of Directors and Officers.
The Company's Charter limits the liability of the Company's directors and
officers to the Company and its shareholders to the fullest extent permitted by
law. The Texas Business Corporation Act ("TBCA") presently permits the
liability of directors and officers to a corporation or its shareholders for
money damages to be limited, except for (i) a breach of the duty of loyalty to
the corporation or its shareholders, (ii) an act or omission not in good faith
that is a breach of a duty to the corporation or that involves intentional
misconduct or a knowing violation of the law, (iii) a transaction in which the
director or officer received an improper benefit, or (iv) other statutory
exceptions.
The Company has also entered into an agreement with each of its directors
and certain of its officers wherein it has agreed to indemnify each of them to
the fullest extent permitted by law. Pursuant to the Indemnification
Agreement, the Company shall indemnify an officer who is or was a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) by reason of the fact
that such person is or was a director, officer, employee or agent of the
Company, or any subsidiary of the Company, by reason of any action or inaction
on the part of such person while an officer or director or by reason of the
fact that such person is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement (if such settlement is
approved in advance by the Company, which approval shall not be unreasonably
withheld) actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. The Indemnification Agreements provide the procedure by which an
officer may seek indemnification by the Company.
The Company's Charter and Bylaws require the Company to indemnify its
directors, officers and certain other parties the fullest extent permitted from
time to time by law. The TBCA presently permits a corporation to indemnify its
directors, officers and certain other parties against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party only if (i)
the indemnified party conducted himself in good faith, (ii) if a director, his
conduct was in the corporation's best interest, or, if not a director, his
conduct was not opposed to the corporation's best interests, and (iii) in the
case of any criminal proceeding, the indemnified party had no reasonable cause
to believe his conduct was unlawful. Indemnification may be made against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by the director or officer in connection with the proceeding;
provided, however, if the director or officer has been adjudged to be liable to
the corporation or is found liable on the basis that personal benefit was
improperly received, indemnification (i) is limited to reasonable expenses
actually incurred by such person in the proceeding, and (ii) shall not be made
in respect of any proceeding in which the person shall have been found liable
for willful or intentional misconduct in the performance of his duty to the
corporation. The termination of any proceeding by judgment, order, settlement,
or conviction, or upon a plea of nolo contendere or its equivalent, is not
itself determinative that the director or officer did not meet the requisite
standard of conduct required for indemnification to be permitted.
The Company has obtained a directors and officers liability insurance
policy that insures (i) the directors and officers of the Company from any
claim arising out of an alleged wrongful act by such persons while acting as
directors and/or officers of the Company, (ii) the Company to the extent that
it has indemnified the directors and officers for such loss, and (iii) the
Company for losses incurred in connection with claims made against the Company
for covered wrongful acts.
Item 7. Exception from Registration Claimed
Not applicable
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are as follows:
II-2
Table of Contents
EXHIBIT
NUMBER
DESCRIPTION
3.1
Third Amended and Restated Articles of Incorporation (incorporated herein by reference
to Exhibit 3.1 to our Form 8-K filed December 29, 2003).
3.2
Articles of Correction dated
February 9, 2004 to our Articles of Incorporation (incorporated by
reference to Exhibit 3.2 to our 10-K for year ended December 31,
2003).
3.3
Articles of Correction dated
February 9, 2004 to our Articles of Incorporation (incorporated by
reference to Exhibit 3.2 to our 10-K for year ended December 31,
2003).
3.4
Bylaws of Silverleaf Resorts, Inc. (incorporated by reference to Exhibit 3.2 to our
Form 10-K for year ended December 31, 1997).
3.4
Amendment to Registrant's Bylaws dated February 19, 2004 (incorporated by reference to
Exhibit 3.4 to our Form 10-K for year ended December 31, 2003).
4.3
2003 Stock Option Plan (incorporated herein by reference to our Proxy Statement for the
2003 Annual Meeting of Shareholders filed on October 20, 2003).
5.1*
Opinion of Meadows, Owens, Collier, Reed, Cousins & Blau, LLP regarding the validity of
the Common Stock.
23.1*
Consent of Meadows, Owens, Collier, Reed, Cousins & Blau, LLP (included in Exhibit 5.1).
23.2*
Consent of BDO Seidman, LLP.
24.1*
Powers of Attorney (included as part of the signature page hereto).
* Filed herewith
Item 9. Undertakings
.
(a)The undersigned Registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in the volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act,
and is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on August 23, 2004.
SILVERLEAF RESORTS, INC.
By:
/s/ ROBERT E. MEAD
Robert E. Mead, Chairman and Chief Executive
Officer
By:
/s/ HARRY J. WHITE, JR.
Harry J. White, Jr., Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Silverleaf Resorts, Inc.
(the "Company") and each of us, do hereby constitute and appoint Robert E. Mead
and Harry J. White, Jr., or either of them, our true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, to do any and all acts and things in our names and on our
behalf in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated above, which
said attorneys or agents, or either of them, may deem necessary or advisable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, including specifically but without limitation, power and authority
to sign for us or any of us in our names in the capacities indicated below, any
and all
II-4
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amendments (including post-effective amendments) to such Registration
Statement; and we do hereby ratify and confirm all that the said attorneys and
agents, or their substitute or substitutes, or either of them, shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
capacities and on the dates indicated.
Signature
Title
Date
/s/ ROBERT E. MEAD
Chairman, Chief Executive Officer and Director
(Principal Executive Officer)
August 23, 2004
Robert E. Mead
/s/ HARRY J. WHITE, JR
Chief Financial Officer
(Principal Financial and Accounting Officer)
August 23, 2004
Harry J. White, Jr.
/s/ J. RICHARD BUDD, III
Director
August 23, 2004
J. Richard Budd, III
/s/ JAMES B. FRANCIS, JR.
Director
August 23, 2004
James B. Francis, Jr.
/s/ HERBERT B. HIRSCH
Director
August 23, 2004
Herbert B. Hirsch
/s/
REBECCA JANET WHITMORE
Director
August 23, 2004
Rebecca Janet Whitmore
II-5
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EXHIBIT INDEX
EXHIBIT
NUMBER
DESCRIPTION
3.1
Third Amended and Restated Articles of Incorporation (incorporated
hereby by reference to Exhibit 3.1 to our Form 8-K filed December
29, 2003).
3.2
Bylaws of Silverleaf Resorts, Inc. (incorporated by reference to
Exhibit 3.2 to our Form 10-K for year ended December 31, 1997).
3.3
Amendment to Registrant's Bylaws dated February 19, 2004
(incorporated by reference to Exhibit 3.4 to our Form 10-K for
year ended December 31, 2003).
4.3
2003 Stock Option Plan (incorporated herein by reference to our
Proxy Statement for the 2003 Annual Meeting of Shareholders filed
on October 20, 2003).
5.1*
Opinion of Meadows, Owens, Collier, Reed, Cousins & Blau, LLP
23.1*
Consent of Meadows, Owens, Collier, Reed, Cousins & Blau, LLP
(included as a part of Exhibit 5.1 herein)
23.2*
Consent of BDO Seidman, LLP
24.1*
Powers of Attorney (included as part of the signature page hereto).
*Filed herewith
II-6