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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 or 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF MARCH, 2003
Commission File Number _____________________
INTRAWEST CORPORATION
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(Registrant's name)
SUITE 800, 200 BURRARD STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3L6
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ X ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to security
holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101 (b)(7): [ ]
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a
Form 6-K if submitted to furnish a report or other document that the registrant
foreign private issuer must furnish and make public under the laws of the
jurisdiction in which the registrant is incorporated, domiciled or legally
organized (the registrant's "home country"), or under the rules of the home
country exchange on which the registrant's securities are traded, as long as the
report or other document is not a press release, is not required to be and has
not been distributed to the registrant's security holders, and, if discussing a
material event, has already been the subject of a Form 6-K submission or other
Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this
Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [ X ]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ______
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant, Intrawest Corporation, has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: March 7, 2003
Intrawest Corporation
By:
/s/ Ross Meacher
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Ross Meacher
Corporate Secretary
FORM 53-901F
SECURITIES ACT (BRITISH COLUMBIA)
MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT
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1. REPORTING ISSUER
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Intrawest Corporation
Suite 800
200 Burrard Street
Vancouver, British Columbia
V6C 3L6
2. DATE OF MATERIAL CHANGE
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February 26, 2003
3. PRESS RELEASE
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A press release disclosing the nature and substance of the material
change was issued in Toronto on February 26, 2003 and disseminated by Canada
NewsWire Ltd. through its North American disclosure network. The common shares
of Intrawest Corporation are listed on the Toronto Stock Exchange and such
exchange was provided with the press release on February 26, 2003.
4. SUMMARY OF MATERIAL CHANGE
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On February 26, 2003, Intrawest Corporation ("Intrawest") announced
that it was reorganizing the manner in which the production phase of its resort
real estate development business is conducted. Commencing in the spring of 2003,
a newly formed independent limited partnership, Leisura Developments Limited
Partnership ("Leisura Canada"), will conduct the production phase of Intrawest's
resort real estate development business at its Canadian resorts. This will
include all production-phase activities from groundbreaking to delivery and sale
of final real estate units. Intrawest is currently finalizing the structure of
the entity that will conduct the production phase of Intrawest's resort real
estate development business at its United States resorts. These new entities are
expected to acquire from Intrawest in 2003, land for 15 projects at nine
Intrawest resorts. Intrawest expects that the production phase of its real
estate development business beyond 2003 will be conducted in a similar fashion.
5. FULL DESCRIPTION OF MATERIAL CHANGE
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Intrawest is North America's largest mountain resort real estate
developer. For the year ended June 30, 2002, real estate sales comprised
approximately 49% of Intrawest's total revenue. Of that revenue, 92% was
generated by Intrawest's resort development group. To date, Intrawest's approach
to resort real estate development has encompassed (i) land acquisition, (ii)
resort master planning, (iii) project development and construction, (iv)
marketing and sales and (v) commercial development and leasing. The production
phase of Intrawest's resort real estate development business, which involves
project development and construction, from groundbreaking to the delivery and
sale of final units, is a highly capital-intensive business with a distinct risk
profile and different capital needs than Intrawest's ski and resort operations
business. Approximately 18 months ago, Intrawest began exploring different
options to deal with these extensive capital requirements and the associated
issues of capital structure and risk profile. On February 26, 2003, Intrawest
announced that it was reorganizing the manner in which the production phase of
its resort real estate development business is conducted.
A new limited partnership, Leisura Canada, has been formed which will
conduct Intrawest's 2003 resort real estate development business at its Canadian
resorts. Commencing in the spring of 2003, Leisura Canada will acquire land
parcels from Intrawest at the point construction is about to commence on a new
project. The land parcels will be sold by Intrawest to Leisura Canada at fair
market value for proceeds consisting of 75% cash and 25% in a land note. This
note will be paid by Leisura Canada out of the proceeds of sales of units, will
be received by Intrawest in priority to equity and will earn interest at a fixed
rate. Leisura Canada will carry the business through to completion and final
sale of the units, which is expected to be 12 to 18 months depending on the type
of project. Intrawest will continue to conduct the resort master planning and
commercial development and leasing businesses which have been a part of its
resort real estate development business. Intrawest will also continue to develop
single-family lots and small townhome projects which will not be taken on by
Leisura Canada. Leisura Canada will engage Intrawest to provide it with
development services for fees.
Intrawest, through a wholly owned subsidiary, will hold a minority
equity investment in Leisura Canada. Intrawest's total investment will be about
11% of the total capital of Leisura Canada (36% of capital excluding bank debt).
Approximately 55% of Intrawest's total investment will be cash and the remainder
will be the note for the land sold to Leisura Canada. Manulife International
Capital Corporation Limited will hold the majority equity investment in, and The
Manufacturers Life Insurance Company will provide a subordinated loan to,
Leisura Canada. Bank facilities will round out the capitalization of Leisura
Canada. Construction financing will be secured by projects with recourse only to
Leisura Canada. No guarantees or financial support will be provided by Intrawest
or Manulife. Leisura Canada will have no rights to put back land or return
unsold units to Intrawest. Leisura Canada will be governed by a board of
directors and a management team that will be independent of Intrawest.
Intrawest is currently finalizing the structure of the entity that will
conduct the production phase of its resort real estate development business at
its United States resorts. Intrawest expects to finalize the capital commitments
of Leisura Developments LLC ("Leisura US") within 60 days and that Leisura US
will operate in a similar manner as Leisura Canada.
Leisura Canada and Leisura US, when completed, are expected to acquire
from Intrawest in 2003, land for 15 projects at nine Intrawest resorts.
Intrawest expects that the production phase of its real estate development
business beyond 2003 will be conducted in a similar fashion.
Intrawest has estimated that, if it were already employing this new
approach to resort real estate development, the cost basis of its
production-phase real estate of the type that would be undertaken by these new
entities was US$380 million at December 31, 2002. Intrawest expects that its
bank indebtedness will decrease as construction-related debt is undertaken by
the Leisura entities rather than Intrawest. In 2003, revenue from real estate
sales on Intrawest's income statement will include land sales to the Leisura
entities and revenue from sales of single-family lots and small townhome
projects which will not be taken on by the Leisura entities. A new line on
Intrawest's income statement will be management and service fees, which will
include fees for the development services provided to the Leisura entities, as
well as fees earned by other Intrawest businesses, such as Playground, Intrawest
Golf, lodging management, Rez Rez and Club Intrawest. The impact of moving
construction-related debt to the Leisura entities is that variations in
construction debt levels and timing of project cash flows will not directly
affect Intrawest's balance sheet.
Intrawest will account for its investment in the Leisura entities by
the equity method. Under Canadian generally accepted accounting principles
("GAAP"), Intrawest will not record profit on the sale of land to the Leisura
entities. Rather, profit would be deferred and recorded as realized on the sale
of completed units to third parties. Under U.S. GAAP, Intrawest will record land
profit on the sale of the land to the Leisura entities.
Statements contained in this report that are not historical facts are
forward-looking statements that involve risks and uncertainties. Intrawest's
actual results could differ materially from those expressed or implied by such
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, Intrawest's ability to implement
its business strategies, seasonality, weather conditions, competition, general
economic conditions, currency fluctuations and other risks detailed in the
Company's filings with the Canadian securities regulatory authorities and the
U.S. Securities and Exchange Commission.
6. RELIANCE ON SECTION 85(2) OF THE ACT
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Not Applicable.
7. OMITTED INFORMATION
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None.
8. SENIOR OFFICER
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The following senior officer may be contacted for further information
in connection with this material change:
Daniel Jarvis
Executive Vice President and
Chief Financial Officer
Intrawest Corporation
Suite 800, 200 Burrard Street
Vancouver, BC V6C 3L6
Telephone: 604.669.9777
Facsimile: 604.669.0605
9. STATEMENT OF SENIOR OFFICER
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The foregoing accurately discloses the material change referred to
herein.
DATED at Vancouver, British Columbia as of this 7th day of March, 2003.
INTRAWEST CORPORATION
Per: "Daniel Jarvis"
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Daniel Jarvis
Executive Vice President and
Chief Financial Officer