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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/02/14 CNL Lifestyle Properties Inc POS462C 5/02/14 1:24K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: POS462C Post Effective Amend No 2 to Form S-3 HTML 22K
| Post Effective Amend No 2 to Form S-3 |
As filed with the Securities and Exchange Commission on May 2, 2014
Registration No.: 333-173864
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CNL LIFESTYLE PROPERTIES, INC.
(Exact name of registrant as specified in charter)
| Maryland | 20-0183627 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
CNL Center at City Commons
450 South Orange Avenue
Telephone: (407) 650-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chief Executive Officer and President
CNL Lifestyle Properties, Inc.
CNL Center at City Commons
450 South Orange Avenue
Telephone: (407) 650-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard E. Baltz, Esq.
Neil M. Goodman, Esq.
Arnold & Porter LLP
555 Twelfth Street N.W.
Telephone: (202) 942-5000
Approximate date of commencement of proposed sale to public: From time to time after the effectiveness of this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No.: 333-173864
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
On May 2, 2011, CNL Lifestyle Properties, Inc. (the “Registrant”) filed a registration statement on Form S-3 (Registration No. 333-173864), as amended by Post-Effective Amendment No. 1 filed on March 20, 2014(the “Registration Statement”), with the U.S. Securities and Exchange Commission. In accordance with the Registrant’s undertaking in Part II, Item 17 of the Registration Statement, the Registrant hereby removes from registration, by means of this Post-Effective Amendment No. 2, any securities registered pursuant to the Registration Statement which remain unsold as of the date hereof. There will be no further offerings under this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 2, 2014.
| CNL LIFESTYLE PROPERTIES, INC. | ||
| By: | ||
| Stephen H. Mauldin, Chief Executive Officer and President | ||
| (Duly Authorized Representative) | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signatures | Title | Date | ||
| Chairman of the Board and Director | May 2, 2014 | |||
| James M. Seneff, Jr. | ||||
| Vice Chairman of the Board and Director | May 2, 2014 | |||
| Thomas K. Sittema | ||||
| /s/ Adam J. Ford |
Independent Director | May 2, 2014 | ||
| Adam Ford | ||||
| /s/ Bruce Douglas |
Independent Director | May 2, 2014 | ||
| Bruce Douglas | ||||
| /s/ Robert J. Woody |
Independent Director | May 2, 2014 | ||
| Robert J. Woody | ||||
| Chief Executive Officer and President (Principal Executive Officer) |
May 2, 2014 | |||
| Stephen H. Mauldin | ||||
| Chief Financial Officer and Treasurer (Principal Financial Officer) |
May 2, 2014 | |||
| Joseph T. Johnson | ||||
| Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | May 2, 2014 | |||
| Ixchell C. Duarte | ||||
| This ‘POS462C’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 5/2/14 | 8-K, S-3D | ||
| 3/20/14 | 424B3, POS EX | |||
| 5/2/11 | S-3D | |||
| List all Filings | ||||