Vistana, Inc.
Ticker:VSTN 8801 Vistana Centre Drive
Exchange:NASDAQ-National Market Orlando, FL 32821
Industry:Financial (SIC Code 6552) (407) 239-3000

Offering Information
Type of Shares:Common Shares Filing Date:12/31/96
U.S. Shares:5,550,000 Offer Date:2/27/97
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:4,625,000 Offer Price:$12.00
Secondary Shares:925,000 Gross Spread:$0.84
Offering Amount: $72,150,000 Selling:$0.48
Expenses:$2,150,000 Reallowance:$0.10
Shares Out After:18,800,000

Primary Underwriting Group
ManagerTierPhone
Montgomery SecuritiesLead Manager (415) 627-2100
Smith Barney Inc.Co-manager (212) 723-7300

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Neal Gerber & Eisenberg
Bank's Law Firm: O'Melveny & Meyers
Auditor: KPMG Peat Marwick
Registrar/Transfer Agent: First Union National Bank North Carolina

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$81.11$73.10$61.32Assets:$163.50
Net Income:$3.72$5.64$3.04Curr Assets:
EPS:$0.40Liabilities:$137.69
Prior EPS:$9.04$7.08Curr Liabilities:
Cash Flow/Oper:$13.43Equity:$25.81
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
Founded in 1980, the company is a leading developer and operator of timeshare resorts in the United States. The company's principal operations consist of 1) acquiring, developing and operating timeshare resorts, also known as vacation ownership resorts, 2) marketing and selling vacation ownership interests in its resorts, which typically entitle the buyer to ownership of a fully-furnished unit for a one-week period on either an annual or alternate-year basis, and 3) providing financing for the purchase of Vacation Ownership Interests at its resorts. The company currently operates three vacation ownership resorts in Florida with a total of 1,378 units, or 70,278 Vacation Ownership Interests, and is currently constructing a fourth resort at World Golf Village, a destination golf resort and future home of the World Golf Hall of Fame currently under development near St. Augustine, Florida. In addition, the company has entered into an exclusive joint venture agreement with Promus Hotels, Inc., a leading hotel company in the United States, for the joint development and operation of vacation ownership resorts in selected North American markets.

Competition
The company is subject to significant competition from other entities engaged in the leisure and vacation industry, including vacation ownership resorts, hotels, motels and other accommodation alternatives. The vacation ownership industry historically has been highly fragmented and dominated by a very large number of local and regional resort developers and operators, each with small resort portfolios generally of differing quality. Management believes that industry competition will be increased by recent and possibly future consolidation in the vacation ownership industry.

Business Plan
The company's goal is to maintain and expand its position as a leading developer and operator of vacation ownership resorts in the United States by 1) continuing sales of Vacation Ownership Interests at the company's two Orlando-area resorts; 2) acquiring , developing and selling additional vacation ownership resorts; and 3) improving operating margins by reducing borrowing costs and reducing general and administrative expenses as a percentage of revenues.

Use of Proceeds
The proceeds from the proposed offering will be used to repay a portion of the company's outstanding indebtedness, to fund a portion of the cost of the acquisition, development and expansion of existing and future vacation ownership resorts and for working capital and other general corporate purposes.

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