PLEASE READ THIS NOTICE
CAREFULLY
This class action was originally brought against Thousand Adventures,
Inc. and Thousand Adventures of Iowa ("TAI" and "TA of Iowa" respectively)
by Tony Ross, ("Plaintiff") on behalf of himself and all others
similarly situated who purchased a campground membership in Thousand
Adventures campgrounds throughout the United States. On July
10, 1997, judgment was entered against TAI, the class was certified
and the membership contracts were effectively rescinded. Thousand
Adventures, Inc. is currently in bankruptcy in the United States
Bankruptcy Court for the Southern District of Iowa. Plaintiffs
have intervened in an adversary proceeding in the bankruptcy
court wherein the plaintiffs have joined with the bankruptcy
trustee and alleged claims on behalf of the members against Travel
America, Inc. On November 21, 2000 the Plaintiff"s petition was
amended to include additional class representatives, Brian and
Toni Hammond, George and Nadine Hess, Don and Donna Gerbeling,
and additional defendants. The additional defendants consist
of various lenders who were assigned retail installment contracts
executed by the members to finance their purchase of the campground
membership. Princap was one of the lenders who allegedly were
holders of members" retail installment contracts.
This Notice is to inform you of a proposed settlement with Princap
so that you may make whatever decisions you deem appropriate
for the protection of your interests. You have been identified
as a member of the Class whose rights may be affected by this
Settlement.
YOU DO NOT HAVE TO DO ANYTHING TO APPROVE OR SHARE IN THE PROPOSED
SETTLEMENT
If you do not want to participate in this partial Settlement or
as a member of the class you may exclude yourself by following
the instructions set forth at page 6 [ expired ] of this Notice.
TOP OF THIS PAGE
IMPORTANT INFORMATION ABOUT THE PROPOSED
SETTLEMENT
This civil action (the "Action") is pending in the Iowa District
Court for Lee County at Fort Madison ("the Court"). With regard
to the proposed Settlement you are notified that:
-
A hearing will be held before the Court on December 22,
2000, at the Lee County Courthouse, at 7th Street and
Avenue F, (or at such adjourned times and dates as the
Court may direct without further notice) (the "Hearing")
to determine whether the proposed Settlement of this
Action brought against Princap should be approved as
fair, reasonable and adequate. You need not attend this
Hearing unless you intend to raise an objection to this
Settlement.
-
There now exist a Settlement Trust Fund administered by
the attorneys for the plaintiffs. The proceeds from this
settlement will be placed into that settlement fund and
disbursements to the class members will be determined
at a later date at such time as there have been a sufficient
number of claims settled or disposed of through litigation.
-
The settlement is being made in conjunction with claims
asserted by the trustee in bankruptcy ("Trustee") for
the Thousand Advenutures, Inc. bankruptcy estate.
-
Under the settlement with Princap, Princap will turn over
to the Trustee its interest in approximately 1100 acres
of real estate located in southern Oklahoma known as
Red River Ranch. This real estate was formerly operated
by a subsidiary of Thousand Adventures and Princap held
a mortgage on the property. The trustee will utilize
his authority under the bankruptcy code to sell the real
estate and the proceeds will be divided between the parties
to settle the various claims against Princap. It is not
known what the real estate is worth or what it will sell
for. It is estimated that the real estate is worth between
$1 million and $3 million. From the sale proceeds, the
class will receive the first $180,000 and the remaining
proceeds will be split evenly between the trustee and
the class until the administrative expenses in the bankruptcy
proceedings are paid. The balance of the proceeds will
be paid to the class of members.
-
In addition to the cash received, the settlement provides
for the bankruptcy court to grant the members a consumer
deposit priority under §507(a)(6) which gives the members
a priority standing for any additional sums that are
collected through the bankruptcy.
-
In addition, Princap will forgive and discharge all balances
due to Princap under certain Consumer Installment Loan
and Security Agreements ("Installment Loan Agreements")
between Thousand Adventures, Inc. or any of its subsidiaries,
and persons who borrowed funds under those Agreements
to finance the purchase of the campground membership.
THIS NOTICE SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION
OF ANY
OPINION OF THE COURT
AS TO THE MERITS OF ANY CLAIMS OR DEFENSES
BY ANY OF THE PARTIES.
THE ACTION
The claims against Princap, and other lenders, arise
from the language of consumer retail installment contracts which
were executed by members to finance the purchase of campground
memberships. The language provides that the Lenders shall be "subject
to all claims and defenses which the debtor could assert against
the seller of goods or services obtained pursuant hereto or with
the proceeds hereof". When Thousand Adventures breached its membership
agreement with the members, then Thousand Adventures and the
lenders who became holders of the retail installment contract
became subject to the claims of the members. Plaintiffs claim
that Princap is subject to liability for breaches of contract
and violations of the law by Thousand Adventures, Inc.. Only
the claims against Princap are the subject of this Settlement.
Princap has denied all wrongdoing and any liability
to the Plaintiffs and to the Class and concedes no infirmity
in any defense raised by it in this Action, but nonetheless has
agreed to enter into the Stipulation in order to put to rest
all controversy and to avoid further expense, burden, distraction,
and inconvenience of litigation.
This description of the claims and contentions of
the parties is general and does not purport to cover all of the
claims and contentions of the parties. For a more detailed statement
of the matters involved in this Action, reference is made to
the pleadings and to the other papers filed in the Action, all
of which may be inspected in person at the Office of the Clerk,
Iowa District Court for Lee County at Fort Madison, during normal
business hours.
TOP OF THIS PAGE
SETTLEMENT NEGOTIATIONS
Plaintiffs' counsel have made a thorough investigation
of the law and the facts relating to the allegations of the Complaint
and the defenses asserted by Princap. In conducting this investigation,
Plaintiffs' counsel have, among other things, reviewed several
thousand pages of documents, have been involved in numerous depositions
and conversations with witnesses, and have participated in numerous
court hearings related to this matter.
Plaintiffs and Princap have engaged in arms-length
negotiations which resulted in an agreement to settle the claims
against Princap as set forth in a Mutual Settlement Agreement
to be executed by the parties upon final approval. In agreeing
to the Settlement, Plaintiffs and their counsel considered the
risks of continued litigation against Princap and the likelihood
of success, balanced against the substantial benefits to the
Class which would accrue as a result of the proposed settlement.
Plaintiffs, on advice of counsel, have concluded that the proposed
settlement of the claims against Princap is fair, reasonable
and adequate and in the best interest of the Settlement Class.
TOP OF THIS PAGE
SUMMARY OF CERTAIN SETTLEMENT TERMS
A complete copy of the Settlement Agreement is on
file with the Office of the Clerk of the Iowa District Court
in and for Lee County at Fort Madison, and is available for review
during normal business hours. The following is a summary of certain
terms of the proposed Settlement.
Princap has agreed to assign its interest in certain
real estate located in Oklahoma to the bankruptcy trustee. The
real estate consists of approximately 1100 acres and was formerly
operated as a resort ranch. The trustee will offer the real estate
for sale. Final acceptance of any offer will be subject to bankruptcy
court approval and counsel for the plaintiffs will have an opportunity
to object to any offer that is deemed insufficient. When the
real estate is sold, the net proceeds will be distributed to
the trustee and the members. The members will receive the first
$180,000. Then the trustee and the members will share equally
the remaining proceeds until such amounts have been received
by the trustee to pay the administrative expenses in bankruptcy.
Once the administrative expenses have been paid, the remaining
proceeds will be distributed to the members under the consumer
deposit priority provisions of §507(a)(6) of the Bankruptcy Code.
The amounts received on behalf of the members will be used to
pay expenses of litigation and attorneys fees for class counsel,
and the balance will be placed in the Thousand Adventures Class
Action Trust Fund until further direction from Court is received
regarding distribution to the class members.
As part of the Settlement, Princap has agreed to
make no efforts to collect any remaining amounts owed under the
installment loan contracts. IF YOU ARE CURRENTLY PAYING MONEY
UNDER AN INSTALLMENT LOAN CONTRACT YOU MAY STOP PAYING IMMEDIATELY
IF YOU INTEND TO PARTICIPATE IN THIS CLASS ACTION LITIGATION.
Plaintiffs' counsel expect to apply to the Court
for an award of fees and for reimbursement of expenses incurred
in the prosecution and partial settlement of this litigation.
The court has previously approved Plaintiffs' counsel"s fee of
thirty-three percent (33%) of the amounts recovered on behalf
of the members. (The amounts received by counsel represents a
percentage less than 33% of the total benefit to the Class including
the outstanding indebtedness which will be forgiven.) The reimbursement
of expenses and estimated future expenses in connection with
this settlement are estimated to be less than $20,000. Any and
all fees and expenses and payments to the representative Plaintiffs,
if any, allowed by the Court shall be paid out of the proceeds
received and NO MEMBER WILL PERSONALLY BE REQUIRED TO PAY ANY
AMOUNTS TOWARD LITIGATION EXPENSES OR ATTORNEYS FEES.
If the terms of the Settlement are approved by the
Court, the claims against Princap and various other related entities
will be released, and all claims, rights, or causes of action
which Plaintiffs in the Action, or any members of the Settlement
Class who have not previously excluded themselves or who do not
exclude themselves as set forth below ever had, or now has or
hereafter can or shall be released and dismissed with prejudice
with respect to Princap. In addition, Plaintiffs and members
of the Class who are not excluded will be permanently barred
and enjoined from instituting any action asserting claims against
Princap in any manner related to the subject of the Action.
Princap may elect to terminate the partial settlement
under certain conditions related to the number of Settlement
Class members who request to exclude themselves from the Class.
If such conditions were to occur and Princap were to so elect,
the Settlement would be terminated. If the Settlement is terminated
by Princap's election, Princap will have no obligation to assign
its interest in the real estate, and the outstanding amounts
due under the Installment Loan Agreements will not be forgiven
or discharged. Princap's obligations to assign the real estate
and to release the amounts due under the Installment Loan Agreements
will also be terminated if the Court or the Bankruptcy Court
does not approve the Settlement, or if it is otherwise terminated
in accordance with its terms or fails to become effective. Under
such circumstances the rights and duties of the parties will
revert to their respective status as of the date and time immediately
prior to the execution of the Settlement.
TOP OF THIS PAGE
PLAN OF DISTRIBUTION OF THE SETTLEMENT PROCEEDS
The Settlement, if and when finally approved by the
Court and not subject to appeal, will ultimately provide funds
out of which members of the Settlement Class with valid claims
will share. Because there are other pending claims against other
defendants, no decision is being made at this time with regard
to distribution to the class members. At some future time, a
proposed distribution scheme will be submitted to the court for
approval and the class members will be given an opportunity to
review and comment before final court approval. It is the present
intention of the plaintiffs and their counsel to simply aggregate
all net settlement proceeds and disburse to the members based
on the membership purchase price paid by each member as evidenced
by a claim form submitted by each member desiring to participate
in the settlement distribution.
HOW TO SHARE IN THE SETTLEMENT FUND AND OBTAIN
A CANCELLATION OF DEBT YOU MAY OWE TO PRINCAP
Remaining as a Class member will not obligate you
personally to pay any out-of-pocket costs or attorneys' fees
and expenses, but will enable you to participate in the proceeds
of the proposed Settlement. If you remain as a Class member,
you will continue to be represented by the Class representatives
and their counsel.
Unless you oppose the Settlement, or wish to
be excluded from the Class, you need not take any action
at this time to participate.
TOP OF THIS PAGE
HOW TO ELECT TO EXCLUDE YOURSELF FROM THE
SETTLEMENT CLASS
Any member of the Settlement Class may elect to
be excluded, but only upon specific request. If a timely and
effective request for exclusion is made by any member of Thousand
Adventures, then that member and anyone else sharing the benefits
of that membership, including successive generations, will be
excluded from the Settlement Class. Class members who request
exclusion will not be entitled to participate in a distribution
of any proceeds from this settlement or from future settlement
proceeds or court awarded damages, nor will their obligations
to Princap under their Installment Loan Agreements be discharged,
nor will they be bound by any judgment entered herein related
to the settlement of the claims against Princap or Release executed
by Plaintiffs on behalf of the Settlement Class. If you wish
to be excluded from the Settlement Class and have not already
requested such exclusion, you must submit the attached Exclusion
Request no later than December 20, 2000 to:
Douglas H. Napier, Esq.
Attn: Thousand Adventures Class Action
Napier, Wolf & Napier
607 Eighth Street Suite One
Fort Madison, Iowa 52627-2805
If you exercise your right to be excluded from the
Settlement Class, you will not be granted an opportunity to object
to or otherwise comment on the settlement, Plaintiffs' counsel's
requests for attorneys' fees and costs, or any other proceedings
in the Action related to the settlement of the claims against
Princap or other defendants.
TOP OF THIS PAGE
KEEP YOUR ADDRESS CURRENT
As a member of the Class, you are requested to notify
Plaintiffs' counsel, Douglas H. Napier, at the address listed
above, of any change in your address.
NOTICE OF HEARING AND RIGHT TO OBJECT
NOTICE IS HEREBY GIVEN THAT, pursuant to an Order
of Court dated December 1, 2000, a hearing shall be held on December
22, at 10:00 a.m. CST (or at such adjourned dates and times as
the Court may direct without further Notice to the Settlement
Class), at the Lee County Courthouse, at 7th Street and Avenue
F, Fort Madison, Iowa
(a) To determine whether the proposed settlement
is fair, reasonable and adequate and in the best interest of
the Class of Members and should be approved by the Court and
whether plaintiffs may execute a release of the claims against
Princap with prejudice;
(b) To consider the applications of attorneys for
Plaintiffs and the Class for an award of fees and reimbursement
of expenses; and
(c) To consider such other matters as the Court may
deem proper and necessary.
As a member of the Class, you are not required to
do anything in order to participate in the Settlement. You may,
however, appear at the Settlement hearing, in person, or through
counsel of your own choice, and show cause, if any, why the proposed
Settlement should not be approved, why a release of the claims
against Princap with prejudice should not be permitted, why the
attorneys for the Plaintiffs and for the Class should not be
awarded fees and reimbursement of expenses as requested; provided,
however, that no one shall be heard or entitled to contest any
of the foregoing unless that person has filed with the Clerk
of the Court for the Iowa District Court in and for Lee County
on or before December 20, 2000, and, on or before said date,
has served by actual delivery on counsel for the Plaintiffs:
Douglas H. Napier, Esq.,
Attorney at Law
Napier, Wolf & Napier
607 Eighth Street, Suite One
Fort Madison, IA 52627-2805
and on counsel for Princap:
Rosanne Thomas Matzat
Hahn & Hessen LLP
Empire State Building
350 Fifth Street
New York, NY 10018-0075
a written statement containing the following information
(i) the name, address and telephone number of the objector;
and
(ii) the grounds or reasons for the objection(s).
TOP OF THIS PAGE
FURTHER INFORMATION
The foregoing description of the Action, the proceedings
to be held, the activities leading to the Stipulations, the terms
of the Stipulation, the terms of the release of the claims against
Princap and other matters described herein, does not purport
to be all inclusive. Accordingly, you are referred to the pleadings
and other documents, including the Stipulation filed with the
Court, which may be examined in person during regular business
hours at the office of the Clerk of the Court of the Iowa District
Court for Lee County at Fort Madison, during normal business
hours.
Additional and updated information may be found on
the website of the National Association of Members located at
www.natlassoc.com.
DO NOT CALL THE CLERK OF COURT.
THEY WILL
NOT BE ABLE TO ANSWER YOUR QUESTIONS OVER THE TELEPHONE.
ALL INQUIRIES regarding this Notice, or the class
action, or the proposed settlement should be addressed, in writing,
to the following attorneys for the Plaintiffs and the Class at
the following address:
Douglas H. Napier, Esq.,
Attorney at Law
Attorneys for the Representative and Class Plaintiffs
Clerk Of The Court
Iowa District Court
for Lee County at Fort Madison
7th & Avenue F
Fort Madison, IA 52627
DATED: December 1, 2000
TOP OF THIS PAGE |