SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 1
Fairfield Communities, Inc.
(Name of Issuer)
Common Stock, 0.01 Par Value
(Title of Class of Securities)
304231301000
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
( )
The information required in the remainder of this cover page
(except any items to which the form provides a cross-reference)
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.
<PAGE>
CUSIP No.
304231301000
1) Names of Reporting Person
Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
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
1,678,726
6) Shared Voting Power
-0-
7) Sole Dispositive Power
1,678,726
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,678,726<PAGE>
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
14.03%
12) Type of Reporting Person
BD
<PAGE>
CUSIP No.
304231301000
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
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
1,678,726
6) Shared Voting Power
-0-
7) Sole Dispositive Power
1,678,726
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,678,726
<PAGE>
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
14.03%
12) Type of Reporting Person
HC/CO
<PAGE>
CUSIP No.
304231301000
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
1,678,726
6) Shared Voting Power
-0-
7) Sole Dispositive Power
1,678,726
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,678,726
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
<PAGE>
(___)
11) Percent of Class Represented by Amount in Row 9
14.03%
12) Type of Reporting Person
HC/CO
<PAGE>
Item 1(a). Name of Issuer: Fairfield Communities, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2800 Cantrell Boulevard
Little Rock, Arkansas 72202
Item 2(a). Name of Person Filing:
Lehman Brothers Inc.
Lehman Brothers Holdings Inc.
American Express Company
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 Par Value
Item 2(e). CUSIP Number:
304231301000
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
The persons filing this statement are Lehman Brothers Inc., a
Broker/Dealer registered under Section 15 of the Act, and Lehman
Brothers Holdings Inc. and American Express Company, parent holding
companies in accordance with Section 240.13d-1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of: December 31, 1993
See Item 9 of cover pages
(b) Percent of Class:
<PAGE>
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
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
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security being reported on by the Parent Holding
Company
See Exhibit 1
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
<PAGE>
Item 10. Certification
By signing below I certify that, to the best of my 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.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Dated: December 31, 1994
LEHMAN BROTHERS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Senior Vice President
Secretary
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Vice President
Assistant Secretary
AMERICAN EXPRESS COMPANY
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
<PAGE>
Exhibit Index
Exhibit I Identification and Classification of Relevant
Subsidiaries
<PAGE>
EXHIBIT I
TO SCHEDULE 13G
The persons filing this statement are Lehman Brothers Inc., a
registered Broker/Dealer and Lehman Brothers Holdings Inc. and
American Express Company, parent holding companies. The relevant
subsidiary is Lehman Brothers Inc.
<PAGE>
Attachment No. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Fairfield Communities, Inc.
(Name of Issuer)
Common Stock, 0.01 Par Value
(Title of Class of Securities)
304231301000
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
(x)
The information required in the remainder of this cover page
(except any items to which the
form provides a cross-reference) 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.
<PAGE>
CUSIP No.
304231301000
1) Names of Reporting Person
Shearson Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person
13-2518466
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
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
1,700,000
6) Shared Voting Power
-0-
7) Sole Dispositive Power
1,700,000
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,700,000<PAGE>
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(___)
11) Percent of Class Represented by Amount in Row 9
13%
12) Type of Reporting Person
BD
<PAGE>
CUSIP No.
304231301000
1) Names of Reporting Person
American Express Company
S.S. or I.R.S. Identification No. of Above Person
13-4922250
2) Check the Appropriate box if a Member of a Group
(a) (___) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned
by Each Reporting Person With:
5) Sole Voting Power
1,700,000
6) Shared Voting Power
-0-
7) Sole Dispositive Power
1,700,000
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,700,000
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
<PAGE>
(___)
11) Percent of Class Represented by Amount in Row 9
13%
12) Type of Reporting Person
HC/CO
<PAGE>
Item 1(a). Name of Issuer: Fairfield Communities, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2800 Cantrell Boulevard
Little Rock, Arkansas 72202
Item 2(a). Name of Person Filing:
Shearson Lehman Brothers Inc.
American Express Company
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 Par Value
Item 2(e). CUSIP Number:
304231301000
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
The persons filing this statement are Shearson Lehman Brothers
Inc., a Broker/Dealer registered under Section 15 of the Act, and
American Express Company, parent holding companies in accordance
with Section 240.13d-1(b)(ii)(G).
Item 4. Ownership
(a) Amount Beneficially Owned as of:
See Item 9 of cover pages
(b) Percent of Class:
<PAGE>
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report that as of December 31,
1993 the reporting persons have ceased to be the beneficial owners
of more than 5% of the class of securities covered by this report.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security being reported on by the Parent Holding
Company
See Exhibit 1
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
<PAGE>
Item 10. Certification
By signing below I certify that, to the best of my 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.
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the
information set forth in this statement is true, complete and
correct.
Dated: July 9, 1993
SHEARSON LEHMAN BROTHERS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Senior Vice President
Secretary
AMERICAN EXPRESS COMPANY
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Representative
<PAGE>
Exhibit Index
Exhibit I Identification and Classification of Relevant
Subsidiaries
Exhibit II Statement of Shearson Lehman Brothers Inc.
Exhibit III Statement of American Express
<PAGE>
EXHIBIT I
TO SCHEDULE 13G
The persons filing this statement are Shearson Lehman Brothers
Inc., a registered Broker/Dealer and American Express Company, a
parent holding company. The relevant subsidiary is Lehman Brothers
Inc.
<PAGE>
Exhibit II
To Schedule 13G Under The
Securities Exchange Act of 1934
Pursuant to Rule 13d-1(f)(1) Shearson Lehman Brothers Inc., affirms
it is individually eligible to use schedule 13G and agrees taht
this Schedule is filed on its behalf.
Shearson Lehman Brothers Inc.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Senior Vice President
Corporate Secretary
<PAGE>
EXHIBIT III
To Schedule 13G
Under The Securities Exchange Act of 1934
American Express Company, American Express Tower, World Financial
Center, New York, New York disclaims beneficial ownership of the
secrities referred to in the Schedule 13G to which this exhibit is
attached, and the filing of this Schedule 13G shall not be
construed as an admission that American Express Company is, for the
purpose of Section 13(d) or 13(g) of the Securities Exchang eAct of
1934, the benficial owner of any securities covered by this
Schedule 13G.
Pursuant to Rule 13d-1(f)(1) and subject to the preceding
disclaimer, American Express Company affirms it is individually
eligible to use Schedule 13G and agrees that this Schedule is filed
on its behalf, and authorizes the President, any Vice President ,
the Comptroller, the Secretary, the General Counsel, any Associate
General Counsel or any Counsel, each with power to act singly, of
each subsidiary of American Express Company making this filing to
sign this statement on behalf of American Express Company.
American Express Company
By: /s/ Stephen P. Norman
---------------------
Name: Stephen P. Norman
Title: Secretary
