At one point, eight investment groups expressed interest in doing a deal for the ranch. But it’s down to two: Eagle Energy LLC, a Korean group, will buy the ranch outright for $25 million; Highlands Resorts LLC wants to partner with the ranch and gradually convert it to a timeshare. It does not want to purchase or take over the ranch.

Both entities wanted to bargain exclusively, according to Jim Stilwell, general manager of the ranch, and they were the only two to put down $3000 to cover the board’s consulting costs. The board decided that Highlands had the potential both to satisfy those who want to sell their interest and to give continued rights to those who want to stay. It would also put in cash for property improvements. “If the Eagle group were successful, it would effectively close out all other options,” says Stilwell.

However, Eagle is offering less than Pala was earlier willing to pay, say those who want to oust the board. Also, they say, it is seldom a good idea to negotiate with only one party: you can’t play one against the other.

Under Warner Ranch rules, it will take two-thirds of the owners to agree on a deal. But, says Stilwell, some strategies may not require a membership vote. If, for example, Highlands simply wants to buy out some of the owners, no vote would be needed. However, ownership units that were purchased for $30,000 are now being sold for $3500. The Pala or Eagle buyouts would bring much more money to those who want to sell. They say the Highlands deal is a decidedly lowball one. “In my opinion, the board owes the ownership an answer to the question of how Highlands jumped to the front of the line,” says Maizlish.

The battle is likely to rage for some time. “There are factions,” says Stilwell. “Some want to sell the ranch, others want to preserve the ranch.” But neither side “wants to see the ranch destroyed. Nobody wants to see a developer come in here and build 3000 homes and make it a subdivision of San Diego.”

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Don Bauder Aug. 21, 2008 @ 6:30 a.m.

Response to post #6: You may email any documents to me at don.bauder@mac.com. Best, Don Bauder

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Don Bauder Aug. 21, 2008 @ 6:32 a.m.

Response to post #7: There was a lawsuit filed two years ago that was ultimately withdrawn. Best, Don Bauder

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Cabernetcounsel Aug. 20, 2008 @ 5:13 p.m.

I commend Mr. Bauder for his well researched and skillfully written article on Warner Springs Ranch. He attributes to current general manager Jim Stilwell a fact I believe is erroneous. I believe that subsequent events and investigation prove that Highland Resorts never tendered a three thousand dollar ($3,000.00) deposit to Warner Springs Ranch pursuant to the established unsolicited Letter of Intent process. Instead, the Highland Resorts “draft MOU” that was announced by Mr. Stilwell in a post to the Warner Springs Ranch website on August 17, 2008 was the product of a solicited process, and therefore, not subject to the established unsolicited LOI process. This revelation bring Owner-Schmowners closer to the truth as well as a complete and honest answer to the question I’ve been asking for over three months; as referenced in the article, how did Highland Resorts cut in front of other offerors and jump from last in time to first in line? Moreover, also unanswered are questions of who first solicited Highland Resorts and when the solicitation process first began. I hope everyone who has ever "taken the waters" at Warner Springs requests answers from Mr. Stilwell via email at: JStilwell@WarnerSpringsRanch.org and the current Board of Directors via email at: board@warnersprings.com

Sincerely,

Greg S. Maizlish

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joannepeinado Aug. 20, 2008 @ 6:20 p.m.

Thank you, Don Bauder, for articulating the frustration and financial hardship so many WSR owners are experiencing bacause of the questionable practices of both the current and past Boards of Directors. We understand that the folks who live around the Ranch are using whatever means they have to maintain the lifestyle they have there. What we don't understand is how they justify enjoying it at the expense of so many of their fellow Ranch owners.

Sincerely, Charles & JoAnne Peinado

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Don Bauder Aug. 20, 2008 @ 6:39 p.m.

Response to post #1: I was told by interviewees that Highland had not put $3,000 down to cover expenses. I put the question to Stilwell; he said that Highland had put down well over $3,000. Best, Don Bauder

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Don Bauder Aug. 20, 2008 @ 6:52 p.m.

REsponse to post #2: That is the gravamen: that the small group of owners, many living in Los Tules or close to the ranch, use it regularly, often boarding horses there. The argument is that the majority, living far distant, want the ranch sold so that they can recover at least some of their investment. They claim that those nearby are in a distinct minority, but control the board. Battles lie ahead. Best, Don Bauder

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Cabernetcounsel Aug. 20, 2008 @ 7:25 p.m.

Response to post # 3: Dear Mr. Bauder, I don't doubt that you put the question to Mr. Stilwell, nor that he said that Highland had put down well over $3,000. In my opinion, there exists considerable doubt that he was entirely forthright in distinguishing the preexisting unsolicited LOI deposit requirement from the solicitation of Highland Resorts, which has been going on for a time certain known only to those who have done the solicitation, and which is not subject to the unsolicited LOI process requirements. Again, in my opinion, at least semantics, and possibly much worse, are in play. In recognition of the possibility that I could be wrong, I invited queries to Mr. Stilwell and the current BOD, which I still regard as appropriate, whether or not any reader has "taken the waters" at Warner Springs Ranch. My best, Greg S. Maizlish

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LocalBroker Aug. 20, 2008 @ 8:14 p.m.

Dear Mr. Bauder, Thank you for shedding some light on the less than savory goings on at Warner Springs Ranch.

I was also told by Mr. Stilwell that Herrick Co. handed over the required $3000. However, when pushed on the date of that payment Mr. Stilwell retracted that statement in an e-mail to me on 8/12 and went on to say he regretted any confusion that may have resulted from his prior eroneous statement and, that the Board Of Directors decided Herrick Co. didn't have to.

The fact is, according to the same Jim Stilwell you spoke to, Herrick Co. never did pony up the $3000. I'd gladly FWD that mail to you for the asking. Interesting how Herrick Co. made it to the front of the line when an all cash offer FOR APPRAISED VALUE got brushed off.

So, you didn't get the straight scoop on that little detail and I don't think you got the straight scoop from Mr. Stilwell on the Pala offer either. Wanna bet?

Welcome to how the Ranch does business. Pete Buckley

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JohnnyVegas Aug. 20, 2008 @ 9:26 p.m.

Greg S. Maizlish. the current "board" are breaching their fiduciary duty to ALL the owners and can be held personally liable for such breach of fiduciary duty (such as not notifying ALL the owners of the Pala buy out offer).

Why not just sue them for that breach??? A judge will be able to get to the bottom of this a lot faster than the self help pace going on now-which is a snails pace, with the current board reaping all the benefits.

That's what I would do. Either that or make the current board buy out the other owners who want to sell at market rate.

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Don Bauder Aug. 21, 2008 @ 6:27 a.m.

Response to post #5: Stilwell and the board should answer certain queries, such as: 1. How long have the negotiations with Highlands been going on? 2. Was Highlands solicited by the board, or did it come voluntarily? 3. Did in fact Highlands come up with the $3,000? 4. Was it leapfrogged over other possible bidders as Maizlish suggests? Best, Don Bauder

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jaco60 Aug. 21, 2008 @ 9:47 p.m.

Did you question Gee and Roche why they have pursued for so long the sale of the ranch for the lame excuse that they want to give it to the Pala Indians and why they have change their purpose of the sale every time they can? Did you question Gee and Roche what was their financial benefit or commissions they were getting on the sale of the ranch and the cost of having the board recalled twice?

I think that Roche has his own agenda to recall the board and sell WSR and profit from the sale disregarding the WSR owners.

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Don Bauder Aug. 22, 2008 @ 6:51 a.m.

Response to post #11 Yes, I asked them if they would personally profit from such a sale and both said they would not. Best, Don Bauder

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francine Aug. 23, 2008 @ 12:05 p.m.

I am appalled at these people at Warner Springs Ranch. SELL THE PLACE BACK TO THE INDIANS!!!! Are they nuts or just money hungry?The Pala Band deserve to have their ancestral lands back and are willing to pay a healthy price for something that was stolen from them. This country is looking at a recession and part of the problem is that Americans don't own America anymore!A Korean group?!?! Oh, excuse me...they must be Korean Americans right? Bull!@#$%.No offense to the Korean people but what is the real problem? I read this story and was again sickened by my own race and the problems we create for ourselves.Greedy so and so's.

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Don Bauder Aug. 23, 2008 @ 2:05 p.m.

Response to post #13: Pala definitely seems to offer the best deal -- including the most money. Native American casinos are in a slump now. That may affect what is going on. But Pala wants to buy Warner and will permit current owners to use it. Best, Don Bauder

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