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USTRAILS AND THOUSAND TRAILS COMPLETE DEBT EXCHANGE

 USTRAILS AND THOUSAND TRAILS COMPLETE DEBT EXCHANGE
 DALLAS, June 12 /PRNewswire/ -- USTrails Inc. (OTC) and Thousand


Trails, Inc. (NASDAQ: TRLS) today jointly announced the completion of the exchange of a portion of the $12.5 million of Thousand Trails 14-5/8 percent senior subordinated notes, which matured on March 16, 1992, and the repayment in full of the balance of the subordinated notes.
 Charles C. Davis, chief executive officer of USTrails and Thousand Trails, commented, "The completion of the exchange transaction, along with the recently completed USTrails tender offer, remove the threat of a Chapter 11 bankruptcy filing by Thousand Trails and provide time to address the companies' need for new operating and marketing strategies."
 Holders of $8,776,000 principal amount of subordinated notes exchanged their notes for $10,688,000 principal amount of USTrails' new issue of additional series 12 percent secured notes due 1998. Exchanging noteholders also received warrants entitling them to purchase, at a price of $4.24 per share, 290,314 shares of USTrails' common stock, representing approximately 8 percent of the fully diluted USTrails' common stock and interest accrued on their subordinated notes through the exchange date. At the same time, Thousand Trails paid the noteholders who did not participate in the exchange the principal and accrued interest due on their subordinated notes.
 Seymour Preston Jr., senior managing director and head of restructuring for Furman Selz Incorporated, the financial advisors for the holders of the subordinated notes participating in the exchange, stated, "This transaction is unusual in that bondholders who wished to remain investors in the enterprise have been able to do so, while others have been paid in full."
 USTrails and Thousand Trails also reported that they have completed a restructuring of all of Thousand Trails outstanding indebtedness to USTrails.
 In a separate transaction, USTrails recently completed a tender offer for 2,800,000 shares (or 11 percent) of Thousand Trails common stock, raising its ownership in Thousand Trails to 80 percent. USTrails' increased ownership position will result in lower tax payments by Thousand Trails over the next several years.
 Thousand Trails owns and operates one of the largest membership- based destination campground resort systems in the United States. The company operates a network of 39 campground resorts in 15 states and in British Columbia, Canada.
 In addition to its 80 percent interest in Thousand Trails, USTrails owns National American Corporation (NACO), which owns and operates a network of 30 membership campground resorts and eight full service resorts.
 -0- 6/12/92
 /CONTACT: Susan A. Seiter of Susan Seiter Associates, 817-488-3142, for USTrails, or Walter B. Jaccard of Thousand Trails, Inc., 206-455-3155/
 (TRLS) CO: USTrails Inc.; Thousand Trails Inc. ST: Texas IN: LEI SU:


AH -- NY063 -- 9773 06/12/92 15:14 EDT
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Publication:PR Newswire
Date:Jun 12, 1992
Words:460
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