Silverleaf Resorts, Inc.
Ticker:SVR 1221 Riverbend Drive, Suite 120
Exchange:New York Stock Exchange Dallas, TX 75247
Industry:Financial (SIC Code 6552) (214) 631-1166

Offering Information
Type of Shares:Common Shares Filing Date:3/31/97
U.S. Shares:3,500,000 Offer Date:6/5/97
Non-U.S. Shares:0 Filing Range:$13.00 - $16.00
Primary Shares:3,500,000 Offer Price:$16.00
Secondary Shares:0 Gross Spread:$1.12
Offering Amount: $50,750,000 Selling:$0.67
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
CS First BostonLead Manager (212) 325-2000

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Meadows, Owens, Collier, Reed, Cousins & Blau, LLP
Bank's Law Firm: Latham & Watkins
Auditor: James Smith & Company P.C.
Registrar/Transfer Agent: ChaseMellon Shareholder Services, L.L.C.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$48.10Assets:$90.85
Net Income:$4.97Curr Assets:
EPS:Liabilities:$70.19
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$6.38Equity:$20.66
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading developer, marketer, and operator of timeshare resorts in the economy segment of the timeshare industry. The company currently owns and operates five "home" resorts and two "destination" resorts in Missouri. The Home Resorts are designed to appeal to value conscious vacationers seeking comfortable and affordable accommodations in locations convenient to their residences. The Home Resorts are located proximate to major metropolitan areas, facilitating more frequent "short-stay" getaways, which the company believes is a growing vacation trend. The Destination Resorts, which are located in the popular resort area of Branson, Missouri, offer Silverleaf customers the opportunity to upgrade into a higher quality destination resort area as their lifestyles and travel budgets permit. Both the Home Resorts and the Destination Resorts are in rustic areas and provide a quiet, relaxing vacation environment.

Use of Proceeds
The proceeds from the proposed offering will be used to repay outstanding indebtedness and for working capital and for general corporate purposes.

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