Attached files
file | filename |
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EX-32.1 - EX-32.1 - Great Wolf Resorts, Inc. | c63441aexv32w1.htm |
EX-31.1 - EX-31.1 - Great Wolf Resorts, Inc. | c63441aexv31w1.htm |
EX-32.2 - EX-32.2 - Great Wolf Resorts, Inc. | c63441aexv32w2.htm |
EX-31.2 - EX-31.2 - Great Wolf Resorts, Inc. | c63441aexv31w2.htm |
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to _________.
Commission File Number 000-51064
GREAT WOLF RESORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
51-0510250 (I.R.S. Employer Identification Number) |
|
525 Junction Rd. Suite 6000 South, Madison, Wisconsin (Address of principal executive offices) |
53717 (Zip Code) |
registrants telephone number, including area code: 608-662-4700
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of class | Name of each exchange on which registered | |
Common Stock, par value $0.01 per share | NASDAQ Global Market |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the Act). Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a Smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes o No þ
As of June 30, 2010, the aggregate market value of the voting and non-voting common equity held by
non-affiliates was approximately $67,486,028 based on the closing price on the NASDAQ National
Market for such shares.
The number of shares outstanding of the issuers common stock was 32,343,274 as of February 25,
2011.
Documents Incorporated by Reference:
Portions of the Proxy Statement for the 2011 Annual Meeting of the Stockholders are incorporated by
reference into Part III. A definitive Proxy Statement pursuant to Regulation 14A will be filed with
the Commission no later than April 30, 2011.
TABLE OF CONTENTS
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | ||||||||
INDEX TO EXHIBITS | ||||||||
SIGNATURES | ||||||||
EX-31.1 | ||||||||
EX-31.2 | ||||||||
EX-32.1 | ||||||||
EX-32.2 |
Table of Contents
Explanatory Note
This Amendment No.1 to the Annual Report on Form 10-K (this Amendment) of Great Wolf
Resorts, Inc. amends the registrants Annual Report on Form 10-K for the year ended December 31,
2010 that was filed with the Securities and Exchange Commission on February 25, 2011 (the Original
10-K). This Amendment does not reflect a change in the results of operations of the registrant or
in any information in the Original 10-K other than the Index to Exhibits, which was incorporated by
reference in Item 15(a)(3) of the Original 10-K. This Amendment does not reflect events occurring
after the filing of the Original 10-K or modify or update the disclosure contained therein in any
way other than as required to reflect the amendment discussed above. Pursuant to Rule 12b-15
promulgated under the Securities Exchange Act of 1934, as amended, the complete text of the Exhibit
Index contained in Item 15(a)(3) of the Original 10-K is amended and restated in its entirety as
set forth in this Amendment.
Table of Contents
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(3) Exhibits
See Index to Exhibits
INDEX TO EXHIBITS
The exhibits listed below are incorporated herein by reference to prior SEC filings by
Registrant or are included as exhibits in this Annual Report on Form 10-K.
Exhibit | ||||
Number | Description | |||
3.1 | Form of Amended and Restated Certificate of Incorporation for Great Wolf
Resorts, Inc. dated December 9, 2004 (incorporated herein by reference to
Exhibit 3.1 to the Companys Registration Statement on Form S-1 filed
August 12, 2004) |
|||
3.2 | Form of Amended and Restated Bylaws of Great Wolf Resorts, Inc. effective
September 12, 2007 (incorporated herein by reference to Exhibit 4.1 to the
Companys Current Report on Form S-1 filed September 18, 2007) |
|||
4.1 | Form of the Common Stock Certificate of Great Wolf Resorts, Inc.
(incorporated herein by reference to Exhibit 4.1 to the Companys
Registration Statement on Form S-1 filed October 21, 2004) |
|||
4.2 | Junior Subordinated Indenture, dated as of March 15, 2005, between Great
Wolf Resorts, Inc. and JPMorgan Chase Bank, National Association, as
trustee (incorporated herein by reference to Exhibit 4.1 to the Companys
Current Report on Form 8-K filed March 18, 2005) |
|||
4.3 | Amended and Restated Trust Agreement, dated as of March 15, 2005, by and
among Chase Manhattan Bank USA, National Association, as Delaware trustee;
JPMorgan Chase Bank, National Association, as property trustee; Great Wolf
Resorts, Inc., as depositor; and James A. Calder, Alex G. Lombardo and J.
Michael Schroeder, as administrative trustees (incorporated herein by
reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed
March 18, 2005) |
|||
4.4 | Junior Subordinated Indenture, dated as of June 15, 2007, between Great
Wolf Resorts, Inc. and Wells Fargo Bank, N.A., as trustee (incorporated
herein by reference to Exhibit 4.1 to the Companys Current Report on Form
8-K filed June 19, 2007) |
Table of Contents
Exhibit | ||||
Number | Description | |||
4.5 | Amended and Restated Trust Agreement, dated as of June 15, 2007, by and
among Great Wolf Resorts, Inc., as depositor, Wells Fargo Bank, N.A., as
property trustee, Wells Fargo Delaware Trust Company, as Delaware trustee,
and James A. Calder, Alex P. Lombardo and J. Michael Schroeder, as
administrative trustees (incorporated herein by reference to Exhibit 4.2
to the Companys Current Report on Form 8-K filed June 19, 2007) |
|||
4.6 | Note Purchase Agreement dated as of March 30, 2010, by and among (i) GWR
Operating Partnership, L.L.L.P., a Delaware limited liability limited
partnership (GWR OP), and Great Wolf Finance Corp., a Delaware
corporation, (ii) Mason Family Resorts, LLC, Great Wolf Lodge of
Grapevine, LLC and Great Wolf Williamsburg SPE, LLC, (iii) Great Wolf
Resorts, Inc. and GWR OP General Partner, LLC, a Delaware limited
liability company and certain other direct and indirect subsidiaries of
GWR OP; and (iv) Deutsche Bank Securities, Inc., Banc of America
Securities, LLC, Wells Fargo Securities, LLC and Credit Agricole
Securities (USA) Inc. (incorporated herein by reference to Exhibit 10.27
to the Companys Quarterly Report on Form 10-Q filed May 5, 2010) |
|||
4.7 | Indenture governing the 10.875% First Mortgage Notes due 2017, dated as of
April 7, 2010, by and among the Company and Great Wolf Finance as
co-obligors, the guarantors named therein, and U.S. Bank National
Association, as trustee (incorporated herein by reference to Exhibit 10.28
to the Companys Quarterly Report on Form 10-Q filed May 5, 2010). |
|||
4.8 | Security Agreement, dated as of April 7, 2010, by and among the loan
parties from time to time party thereto and U.S. Bank National
Association, as collateral agent (incorporated herein by reference to
Exhibit 4.4 to the Companys Registration Statement on Form S-4 filed
September 16, 2010) |
|||
4.9 | Open-End Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Filing, dated as of April 7, 2010, from Mason Family Resorts, LLC,
as Mortgagor to U.S. Bank National Association, in its capacity as
Collateral Agent (incorporated herein by reference to Exhibit 4.5 to the
Companys Registration Statement on Form S-4 filed September 16, 2010) |
|||
4.10 | Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing, dated as of April 7, 2010, from Great Wolf Lodge of
Grapevine, LLC, as Trustor to Peter S. Graf, as Mortgaged Property Trustee
for the benefit of, U.S. Bank National Association, in its capacity as
Collateral Agent, as Beneficiary (incorporated herein by reference to
Exhibit 4.6 to the Companys Registration Statement on Form S-4 filed
September 16, 2010) |
|||
4.11 | Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing, dated as of April 7, 2010, from Great Wolf Williamsburg
SPE, LLC, as Trustor to Craig A. Johnson, as Mortgaged Property Trustee
for the benefit of, U.S. Bank National Association, in its capacity as
Collateral Agent, as Beneficiary (incorporated herein by reference to
Exhibit 4.7 to the Companys Registration Statement on Form S-4 filed
September 16, 2010) |
|||
10.1 | License Agreement, dated January 30, 2004, by and between The Great Lakes
Companies, Inc. and Jim Pattison Entertainment Ltd. (incorporated herein
by reference to Exhibit 10.1 to the Companys Registration Statement on
Form S-1 filed September 23, 2004) |
|||
10.2 | Development Agreement, dated as of July 30, 2003, among the City of
Sheboygan, Wisconsin, the Redevelopment Authority of the City of
Sheboygan, Wisconsin, The Great Lakes Companies, Inc., Blue Harbor Resort
Sheboygan, LLC, and Blue Harbor Resort Condominium, LLC (incorporated
herein by reference to Exhibit 10.2 to the Companys Registration
Statement on Form S-1 filed August 12, 2004) |
Table of Contents
Exhibit | ||||
Number | Description | |||
10.3 | First Amendment to the Development Agreement, dated June 25, 2004, by and
among the City of Sheboygan, Wisconsin, the Redevelopment Authority of the
City of Sheboygan, Wisconsin, The Great Lakes Companies, Inc., Blue Harbor
Resort Sheboygan, LLC, and Blue Harbor Resort Condominium, LLC
(incorporated herein by reference to Exhibit 10.3 to the Companys
Registration Statement on Form S-1 filed August 12, 2004) |
|||
10.4 | Tall Pines Exclusive License and Royalty Agreement, dated July 25, 2004,
between Tall Pines Development Corporation and The Great Lakes Companies,
Inc. (incorporated herein by reference to Exhibit 10.4 to the Companys
Registration Statement on Form S-1 filed December 7, 2004) |
|||
10.5+ | Employment Agreement between Great Wolf Resorts, Inc., and Kimberly
Schaefer, dated December 13, 2004 |
|||
10.6+ | Employment Agreement between Great Wolf Resorts, Inc. and James Calder,
dated December 13, 2004 |
|||
10.7+ | Employment Agreement between Great Wolf Resorts, Inc. and J. Michael
Schroeder, dated December 13, 2004 |
|||
10.8+ | First Amendment to Employment Agreement between Great Wolf Resorts, Inc.
and J. Michael Schroeder, dated May 28, 2008 |
|||
10.9+ | Second Amendment to Employment Agreement between Great Wolf Resorts, Inc.
and J. Michael Schroeder, dated July 2, 2008 |
|||
10.10+ | Employment Agreement between Great Wolf Resorts, Inc. and Timothy Black,
dated March 20, 2009 |
|||
10.11+ | First Amendment to Employment Agreement between Great Wolf Resorts, Inc.
and Timothy Black, dated December 16, 2009 |
|||
10.12 | Registration Statement on Form S-1 filed January 21, 2005) Form of
Noncompete Agreement, Trade Secret and Confidentiality Agreement
(incorporated herein by reference to Exhibit 10.6 to the Companys
Registration Statement on Form S-1 filed January 21, 2005) |
|||
10.13 | Form of Officers and Directors Indemnification Agreement (incorporated
herein by reference to Exhibit 10.7 to the Companys Registration
Statement on Form S-1 filed August 12, 2004) |
|||
10.14 | Form of Indemnity Agreement (incorporated herein by reference to Exhibit
10.8 to the Companys Registration Statement on Form S-1 filed September
23, 2004) |
|||
10.15 | Form of Great Wolf Resorts, Inc. Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 10.9 to the Companys
Registration Statement on Form S-1 filed August 12, 2004) |
|||
10.16 | Form of Great Wolf Resorts, Inc. 2004 Incentive Stock Plan (incorporated
herein by reference to Exhibit 10.10 to the Companys Registration
Statement on Form S-1 filed November 26, 2004) |
|||
10.17 | Form of Great Wolf Resorts, Inc. Deferred Compensation Plan (incorporated
herein by reference to Exhibit 10.11 to the Companys Registration
Statement on Form S-1 filed August 12, 2004) |
|||
10.18 | Loan Agreement by and among Great Wolf Resorts, Inc., Citigroup Global
Markets Realty Corp. and The Travelers Insurance Company (incorporated
herein by reference to Exhibit 10.16 to Companys Registration Statement
on Form S-1 filed January 21, 2005) |
Table of Contents
Exhibit | ||||
Number | Description | |||
10.19 | Purchase Agreement, dated as of March 15, 2005, among Great Wolf Resorts,
Inc., Great Wolf Capital Trust I, Taberna Preferred Funding I, Ltd and
Merrill Lynch International (incorporated herein by reference to Exhibit
1.1 to the Companys Current Report on Form 8-K filed March 18, 2005) |
|||
10.20 | Loan Agreement dated December 6, 2007, between Great Wolf Lodge of the
Poconos, LLC, as borrower, and Citigroup Global Markets Realty Corp., as
lender (incorporated herein by reference to Exhibit 1.1 to the Companys
Current Report on Form 8-K filed December 13, 2007). |
|||
10.21 | Loan Agreement dated April 30, 2008, among Great Wolf Lodge of the
Carolinas, LLC, as borrower, Marshall Financial Group, as administrative
agent, and the several banks and other financial institutions from time to
time party thereto, as lenders (incorporated herein by reference to
Exhibit 1.1 to the Companys Current Report on Form 8-K filed May 6,
2008). |
|||
10.22 | Fifth Amendment to Lease, dated January 22, 2009, between the registrant
and Hovde Building, LLC, (incorporated herein by reference to the
Companys Current Report on Form 8-K filed January 28, 2009). |
|||
12.1** | Statement of Computation of Ratios of Earnings of Fixed Charges. |
|||
21.1** | List of Subsidiaries |
|||
23.1** | Consent of Grant Thornton LLP |
|||
31.1* | Certification of Chief Executive Officer of Periodic Report Pursuant to
Rule 13a 14(a) and Rule 15d 14(a) |
|||
31.2* | Certification of Chief Financial Officer of Periodic Report Pursuant to
Rule 13a 14(a) and Rule 15d 14(a) |
|||
32.1* | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 |
|||
32.2* | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 |
* | Filed herewith. | |
** | Copies of these exhibits are included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2011. | |
+ | Indicated management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(c) of Form 10-K. |
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GREAT WOLF RESORTS, INC. |
||||
/s/ KIMBERLY K. SCHAEFER | ||||
Kimberly K. Schaefer | ||||
Chief Executive Officer | ||||
Dated: March 8, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report
has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Signature | Title | Date | ||
/s/ Kimberly K. Schaefer
|
Chief Executive Officer (Principal | March 8, 2011 | ||
Kimberly K. Schaefer
|
Executive Officer) and Director | |||
/s/ James A. Calder
|
Chief Financial Officer (Principal | March 8, 2011 | ||
James A. Calder
|
Financial and Accounting Officer) | |||
/s/ Joseph V. Vittoria
|
Chairman of the Board and Director | March 8, 2011 | ||
Joseph V. Vittoria |
||||
/s/ Elan Blutinger
|
Director | March 8, 2011 | ||
Elan Blutinger |
||||
/s/ Randy L. Churchey
|
Director | March 8, 2011 | ||
Randy L. Churchey |
||||
/s/ Edward H. Rensi
|
Director | March 8, 2011 | ||
Edward H. Rensi |
||||
/s/ Howard A. Silver
|
Director | March 8, 2011 | ||
Howard A. Silver |