SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
FAIRFIELD COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 71-0390438
(State of Incorporation) (IRS Employer Identification No.)
2800 Cantrell Road, Little Rock, Arkansas 72202
(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box:
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If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box:
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Securities to be registered pursuant to
Section 12(b) of the Act:
Title of each Class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, $0.01 par value New York Stock Exchange
Securities to be registered pursuant to
Section 12(g) of the Act:
None
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ITEM 1. Description of Registrant's Securities to be Registered.
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Common Stock, $0.01 Par Value
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The capital stock of Fairfield Communities, Inc. (the "Registrant") to
be registered on the New York Stock Exchange, Inc. ("Exchange") is the
Registrant's Common Stock, par value $0.01 per share ("Common Stock").
Except as may otherwise be provided in a preferred stock designation, each
share of Common Stock is entitled to one vote, in person or by proxy, on all
matters submitted to a vote of the stockholders. The holders of Common Stock
will vote as a class with the holders of any of Registrant's Series A Junior
Participating Preferred Stock issued under a Rights Agreement, as amended,
between the Registrant and The First National Bank of Boston, as successor
rights agent. The shares of Common Stock do not have preemptive rights or
any other subscription rights, and cumulative voting by the holders of
Common Stock is not allowed. The Common Stock has no conversion rights or
redemption or sinking fund provisions with respect thereto. The holders of
the Common Stock have certain rights (the "Preferred Stock Purchase Rights")
under the Rights Agreement, associated with the Common Stock, to purchase the
Registrant's Series A Junior Participating Preferred Stock, under certain
circumstances. The Preferred Stock Purchase Rights are being registered on a
separate Form 8-A registration statement being filed under the Securities
Exchange Act of 1934 concurrently herewith.
Subject to any preferential rights that may be applicable to preferred
stock, all shares of Common Stock rank equally as to participation in any
property that may be available for distribution after satisfaction of all
other claims in the event of any liquidation, dissolution or winding up of
the affairs of the Registrant, whether voluntary or involuntary or
otherwise, and as to such dividends, if any, as may be declared from time
to time by the Board in its discretion from funds legally available
therefor.
It is not presently anticipated that any dividends will be paid on the
Common Stock in the foreseeable future, and certain debt instruments of the
Registrant and its subsidiaries expressly limit, or may have the effect of
limiting, the amount of dividends payable by the Registrant. In particular,
no dividends or other distributions may be paid on the Common Stock, other
than dividends payable solely in shares of Common Stock, until certain loans
made to the Registrant by The First National Bank of Boston, as agent on
behalf of itself and such other participating lenders as may become party to
the lending agreement, have been repaid in full, and no obligation remains
to extend future loans. Similarly, the Registrant has delivered a promissory
note and security agreement to VM Investors Partnership that restricts the
Registrant's ability to pay dividends or other distributions on the Common
Stock during any period when the Registrant is in default under that
promissory note, or the amount outstanding under that note exceeds the value
of the collateral securing the note.
The Registrant has, through the date hereof, granted stock warrants which
remain outstanding to certain of its officers, directors, employees and
executives to purchase an aggregate of 868,000 shares of Common Stock pursuant
to its First Amended and Restated 1992 Warrant Plan (the "Warrant Plan"). A
total of 1,000,000 shares of Common Stock have been reserved for possible
issuance under the Warrant Plan. The existing grants of warrants under the
Warrant Plan extend for 10 years from their respective grant dates, which
range from September 1, 1992 to November 17, 1995, with vesting ranging from
one year to five years from the respective dates of grant. The exercise
prices of the warrants granted under the Warrant Plan range from $3.00 per
share to $7.125 per share, and were not less than the fair market price of the
Common Stock on the respective dates of grant. Registrant is authorized to
adjust the exercise price and/or number of shares of Common Stock covered by
warrants in the event of certain corporate transactions or events, to prevent
dilution or enlargement of the rights of the warrant holders under the Warrant
Plan.
588,235 shares of Common Stock have been reserved, but not issued, for
the benefit of the holders of Registrant's 10% Senior Subordinated Secured
Notes, in the event that the collateral securing such notes is not sufficient
to repay such notes.
The Registrant presently estimates that approximately 702,313 additional
shares of Common Stock will be issued to holders of unsecured claims in
accordance with the Registrant's Seventh Amended and Restated Joint Plans of
Reorganization (the "Plan of Reorganization"). The foregoing estimate is
based upon factors not within the control of the Registrant, but largely
within the control of the bankruptcy court, which hears unresolved contested
claims remaining under Registrant's Plan of Reorganization. Such estimate
may vary materially from the results obtained in claims hearings. Under the
Plan of Reorganization, the number of shares of Common Stock reserved for
issuance in satisfaction of unsecured claims is subject to increase without
limitation, as and to the extent required to satisfy claims allowed by the
bankruptcy court.
The Registrant is also authorized to issue additional shares of
capital stock from time to time. There are no specific restrictions upon
such issuances, except that not more than 1,000,000 shares of Common Stock
may be issued pursuant to the Warrant Plan. Under Delaware law, in the
absence of actual fraud in the transaction, the judgment of the directors
as to the value of consideration received upon the issuance of a
corporation's capital stock is conclusive. In addition, as permitted by
Delaware law, under Registrant's Second Amended and Restated Certificate of
Incorporation, the Registrant's stockholders will not have preemptive rights
to purchase additional shares of capital stock upon any issuance of such
shares authorized by the Board.
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ITEM 2. Exhibits.
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1 All exhibits required by Instruction II to Item 2 will be supplied
to the Exchange.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
FAIRFIELD COMMUNITIES, INC.
By: /s/Marcel J. Dumeny
Marcel J. Dumeny,
Senior Vice President
December 8, 1995
