EXHIBIT 99.2
To the Holders of the 1991/1992
Stock Purchase Warrants
of Thousand Trails, Inc.
Re: Supplement to the Compliance Agreements between Thousand Trails, Inc.
(the "Company") and the Selling Security Holders Party Thereto
("Compliance Agreements") for Proposed Secondary Offerings of the
Company's Common Stock Issuable Upon the Exercise of the Company's
Stock Purchase Warrants (the "Common Stock")
Please be advised that the Securities and Exchange Commission has recently
adopted Regulation M ("Regulation M") under the Securities Exchange Act of 1934
(the "Exchange Act"). This new regulation will become effective March 4, 1997.
Regulation M contains successor provisions to Rules 10b-6 and 10b-7 of the
Exchange Act. As a consequence, following the effectiveness of Regulation M,
the provisions of the Compliance Agreements will be supplemented by these
successor provisions.
As applied to the procedures set out in the Compliance Agreements regarding
the secondary offering of Common Stock, Regulation M permits the reduction in
the number of Business Days immediately prior to the date a Selling Security
Holder commences selling efforts that the Selling Security Holder and its
"affiliated purchasers" are restricted from bidding for or purchasing the Common
Stock. The restriction under Rule 10b-6 applies for nine (9) Business Days
before the commencement date; under Regulation M, this period will be shortened
to five (5) Business Days. The Compliance Agreements will be, therefore, deemed
amended to reflect such five (5) Business Day Period from and after the
effective date of Regulation M.
Resales of the Common Stock may not be effected under the Company's
Registration Statement relating to the proposed offering until it has been
declared effective by the Securities and Exchange Commission. The Company will
notify you when that occurs. Until then, resales may only be effected pursuant
to an available exemption from the registration requirements of the Securities
Act of 1933, as amended, and applicable state securities laws.
Selling Security Holders
February 26, 1997
Page 2
Xxxxxx X. Xxxxxxx, General Counsel and Secretary of the Company, can be
reached at 000-000-0000 or 000-000-0000 to address any questions concerning the
foregoing.
Dated: February 25, 1997
Very truly yours,
THOUSAND TRAILS, INC.
By: Xxxxxx X. Xxxxxxx
General Counsel and Secretary
