UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Fairfield Communities, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
0003042311
(CUSIP Number)
Check the following box if a fee is being paid with the
statement.
X
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7 Pages
<PAGE>
CUSIP No. 0003042311 13G Page 2 of 7 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Motors Investment Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
774,828 shares
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
774,828 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,828 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
12. TYPE OF REPORTING PERSON*
IA, CO
<PAGE>
SCHEDULE 13G
Item 1
(a) Name of Issuer:
Fairfield Communities, Inc.
(b) Name of Issuer's Principal Executive Offices:
2800 Cantrell Road
Little Rock, Arkansas 72202
Item 2
(a) Name of Person Filing:
General Motors Investment Management Corporation
("GMIMCo")
(b) Address of Principal Business Office or, if none,
Residence:
767 Fifth Avenue
New York, New York 10153
(c) Citizenship
Delaware
(d) Title of Class of Securities:
Common stock, par value $.01 per share ("Fairfield
Common")
(e) CUSIP No.:
003042311
Item 3 If this statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b), check whether the person filing is a:
(a) Broker or Dealer registered under Section 15 of
the Act
(b) Bank as defined in section 3(a)(6) of the Act
(c) Insurance Company as defined in section 3(a)(19)
of the Act
(d) Investment Company registered under section 8 of
the Investment Company Act
(e) X Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
Page 3 of 7 Pages
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(f) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund
(g) Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
(h) Group, in accordance with Section 230.13d-1(b)(1)(ii)(H)
Item 4 Ownership
GMIMCo is registered as an investment adviser under the
Investment Advisers Act of 1940. Its principal business is
providing investment advice and investment management
services with respect to the assets of certain employee
benefit plans ("Plans") of General Motors Corporation ("GM")
and its subsidiaries and with respect to the assets of
certain direct and indirect subsidiaries of GM and
associated entities.
GMIMCo has the responsibility to select and terminate
investment managers with respect to the Plans (except that a
committee (the "Pension Investment Committee or "PIC")
established by, and whose members are appointed by, the
Finance Committee of the Board of Directors of GM, acting in
its capacity as the named fiduciary with respect to the
Plans under the Employee Retirement Income Security Act of
1974, as amended, retains the power to select and terminate
GMIMCo itself as an investment manager and must approve
transfers of assets from management of external investment
managers to internal investment management by GMIMCo
aggregating more than 1% of the Plans' assets in any
calendar quarter). One investment manager acting with
respect to the Plans is Magten Asset Management Corp. (the
"External Manager"). The External Manager has discretionary
authority over the assets of the Plans which it manages
including voting and investment power with respect to shares
of Fairfield Common included among such assets. In view of
GMIMCo's authority to terminate the External Manager, the
following information is being provided as of December 31,
1993 with respect to such shares of Fairfield Common under
management by the External Manager for the benefit of the
Plans<F1>:
(a) Amount Beneficially Owned:
774,828 shares
<F1> Pursuant to Rule 13d-4, GMIMCo expressly declares that the
filing of this statement shall not be construed as an admission
that it is, for the purposes of Sections 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner
of any securities covered by this statement.
Page 4 of 7 Pages
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(b) Percent of Class:
6.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote:
same as set forth under Item 4(a) above
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose or to direct the
disposition of: same as set forth under
Item 4(a) above.
The various trusts established under the Plans invest
in a variety of investment media, including publicly
traded and privately placed securities. Such
investments could include shares of Fairfield Common
and/or other securities of the Issuer in addition to
those referred to in this statement ("Additional
Securities"). The investment and voting decisions
regarding any Additional Securities which might be
owned by such trusts are made by the trustees thereof
or unrelated investment managers, who, in so acting,
act independently of GMIMCo (although the appointment
of such investment managers is subject to authorization
of and termination by GMIMCo to the extent noted
above). No information regarding any such holdings by
such trusts under the Plans is contained in this
statement.
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
Item 6 Ownership of More Than Five Percent on Behalf of
Another Person:
The Finance Committee of the Board of Directors of GM
as the named fiduciary of the Plans and the PIC each
have the authority to direct that payments be made from
one or more of the trusts under the Plans (which may
include dividends from or proceeds from the sale of
shares of Fairfield Common held under management by the
External Manager for the benefit of such trusts) to
other trusts under the Plans and to other persons.
Page 5 of 7 Pages
<PAGE>
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the
Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certification:
By signing below the undersigned certifies that, to the
best of the undersigned's knowledge and belief, the
securities referred to above were acquired in the
ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing
or influencing the control of the issuer of such
securities and were not acquired in connection with or
as a participant in any transaction having such
purposes or effect.
Page 6 of 7 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: September 7, 1994 GENERAL MOTORS INVESTMENT
MANAGEMENT CORPORATION
By: /s/ R. Charles Tschampion
___________________________________
Name: R. Charles Tschampion
Title: Vice President
Page 7 of 7 Pages
