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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Preferred Stock Purchase Rights New York Stock Exchange
with respect to Common Stock,
$0.01 Par Value
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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Preferred Stock Purchase Rights.
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Each share of common stock, par value $0.01 per share, (the "Common
Stock") issued by Fairfield Communities, Inc. (the "Registrant") is
accompanied by one share purchase right (a "Right"), and each share of
Common Stock issued hereafter and prior to the Rights Distribution Date (as
defined below), or the earlier redemption or expiration of the Rights,
similarly will be accompanied by one Right (subject to adjustment in certain
circumstances). The terms and conditions of the Rights are as set forth in
the Rights Agreement, dated as of September 1, 1992 (as amended, the "Rights
Agreement"), between the Registrant and Society National Bank, under which
The First National Bank of Boston was appointed as successor Rights Agent (in
such capacity the "Rights Agent") pursuant to an Appointment and Acceptance
Agreement, dated as of March 3, 1994, between the Registrant and the Rights
Agent. Each Right entitles the registered holder thereof to purchase from the
Registrant one one-hundredth of a share of Series A Junior Participating
Preferred Stock, par value $.01 per share (the "Series A Preferred
Shares"), of the Registrant at a price (the "Purchase Price") of $25.00 per
one one-hundredth of a Series A Preferred Share (subject to adjustment in
certain circumstances). Registrant has reserved 1.0 million shares of its
5.0 million authorized shares of preferred stock for issuance of the Series A
Preferred Shares.
The Rights Agreement provides that the Rights will be evidenced by the
certificates evidencing shares of Common Stock until the earlier to occur
of the following dates (the earlier of such dates being the "Rights
Distribution Date"): (i) the close of business on the tenth business day
following the first date of public announcement by the Registrant that a
person (other than the Registrant or a subsidiary or employee benefit plan
of the Registrant), together with its affiliates and associates, has
acquired, or obtained the right to acquire, beneficial ownership of 20% or
more of the outstanding Common Stock (any such person being an "Acquiring
Person") and (ii) the close of business on the tenth business day (or such
later date as the Board may determine) following the commencement of a tender
offer or exchange offer by a person (other than the Registrant or a
subsidiary or employee benefit plan of the Registrant), the consummation of
which would result in beneficial ownership by such person of 20% or more of
the outstanding Common Stock. The Rights Agreement further provides that,
until the Rights Distribution Date, the Rights may be transferred with and
only with the Common Stock, and that, until the Rights Distribution Date
(or earlier redemption or expiration of the Rights), the surrender for
transfer of any certificates evidencing Common Stock will also constitute
the transfer of the Rights associated with such certificates. As soon as
practicable following the Rights Distribution Date, separate certificates
evidencing the Rights ("Rights Certificates") will be mailed to holders of
record of Common Stock as of the close of business on the Rights
Distribution Date and such separate Rights Certificates alone will evidence
the Rights. No Right is exercisable at any time prior to the Rights
Distribution Date. The Rights will expire on September 1, 2002 (the "Final
Expiration Date") unless earlier redeemed by the Registrant as described
below. Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Registrant, including without limitation
the right to vote or to receive dividends.
The Purchase Price payable, and the number of Series A Preferred
Shares or other securities issuable, upon exercise of a Right are subject
to adjustment from time to time to prevent dilution (i) in the event of a
stock dividend on, or a subdivision, combination or reclassification of,
the Series A Preferred Shares, (ii) upon the grant to holders of the Series
A Preferred Shares of certain rights, options or warrants to subscribe for
or purchase Series A Preferred Shares at a price, or securities convertible
into Series A Preferred Shares with a conversion price, less than the then-
current market price of the Series A Preferred Shares, or (iii) upon the
distribution to holders of the Series A Preferred Shares of evidences of
indebtedness or cash (excluding regular periodic cash dividends), assets
(excluding dividends payable in Series A Preferred Shares) or subscription
rights or warrants (other than those referred to above). The number of
Rights associated with each share of Common Stock is also subject to
adjustment from time to time to prevent dilution in the event of a stock
dividend on the Common Stock payable in shares of Common Stock or a
subdivision or combination of the Common Stock occurring, in any such case,
prior to the Rights Distribution Date.
Subject to certain exceptions, no adjustments in the Purchase Price
will be required until cumulative adjustments require an adjustment in the
Purchase Price of at least 1%. The Registrant is not required to issue
fractional Series A Preferred Shares (other than fractions that are
integral multiples of one one-hundredth of a Series A Preferred Share,
which may, at the option of the Registrant, be evidenced by depositary
receipts) or fractional shares of Common Stock or other securities issuable
upon the exercise of Rights. In lieu of issuing such securities, the
Registrant may make a cash payment, as provided in the Rights Agreement.
The Series A Preferred Shares issuable upon exercise of the Rights
will be redeemable at the option of the Board, in whole or in part, at any
time and from time to time, at a cash price per share equal to the product
of 100 times the average market value (computed as provided in the
Certificate of Designations relating to the Series A Preferred Shares) of
the Common Stock on the date of mailing of the notice of redemption. Each
Series A Preferred Share will be entitled to a minimum preferential
quarterly dividend payment equal to the greater of (i) $0.75 per share or
(ii) an amount equal to 100 times the aggregate dividends declared per
share of Common Stock during the applicable quarter. In the event of
liquidation, the holders of the Series A Preferred Shares will be entitled
(i) to a preferential liquidation payment of $16.50 per share plus accrued
and unpaid dividends to the date of such payment and (ii) after the holders
of shares of Common Stock shall have received an amount per share equal to
the quotient obtained by dividing the per share liquidation preference paid
to holders of Series A Preferred Shares by 100, to receive, together with
holders of Common Stock, their ratable and proportionate share of the
remaining assets to be distributed in the ratio of 100 to one with respect
to the Series A Preferred Shares and shares of Common Stock, on a per share
basis, respectively. Each Series A Preferred Share will have 100 votes,
voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which shares of Common Stock
are exchanged, each Series A Preferred Share will be entitled to receive
100 times the amount received per share of Common Stock. These rights will
be protected by customary antidilution provisions.
Rights may be exercised to purchase Series A Preferred Shares only
after the occurrence of the Rights Distribution Date and prior to the
occurrence of a Flip-in Event or Flip-over Event (as such terms are defined
below). A Rights Distribution Date resulting from the commencement of a
tender offer or exchange offer described in clause (ii) of the definition
of "Rights Distribution Date" set forth above could precede the occurrence
of a Flip-in Event or Flip-over Event and thus (subject to the earlier
redemption or expiration of the Rights) result in the Rights being
exercisable to purchase Series A Preferred Shares. A Rights Distribution
Date resulting from any occurrence described in clause (i) of the
definition of "Rights Distribution Date" set forth above would necessarily
follow the occurrence of a Flip-in Event or Flip-over Event and thus
(subject to the earlier redemption or expiration of the Rights) result in
the Rights being exercisable to purchase shares of Common Stock or other
securities as described below.
The Rights Agreement generally provides that, in the event (a "Flip-in
Event") that any person becomes an Acquiring Person, proper provision will
be made so that each holder of a Right, other than Rights that are or were
owned beneficially by the Acquiring Person (which, from and after the date
of the first occurrence of a Flip-in Event, will be void), will thereafter
have the right to receive, upon the exercise thereof at the then-current
Purchase Price, a number of shares of Common Stock (or, under certain
circumstances, an economically equivalent security or securities of the
Registrant) having a market value of two times the Purchase Price.
The Rights Agreement generally provides that, in the event (a "Flip-
over Event") that, following the first date of public announcement by the
Registrant that a person has become an Acquiring Person, (i) the Registrant
merges with or into any person and the Registrant is not the surviving
corporation, (ii) any person merges with or into the Registrant and the
Registrant is the surviving corporation, but all or part of the Common
Stock is changed or exchanged, or (iii) 50% or more of the Registrant's
assets or earning power are sold, proper provision will be made so that
each holder of a Right (other than Rights that previously have become void
upon the occurrence of a Flip-in Event) will thereafter have the right to
receive, upon the exercise thereof at the then-current Purchase Price, a
number of shares of common stock (or, under certain circumstances, an
economically equivalent security or securities) of such other person having
a market value of two times the Purchase Price.
The Board may cause the Registrant to redeem the Rights in whole, but
not in part, at a price of $0.01 per Right, subject to adjustment in
certain circumstances (the "Redemption Price"), at any time prior to the
earlier of (i) the close of business on the tenth day following the first
date of public announcement by the Registrant that a person has become an
Acquiring Person and (ii) the Final Expiration Date. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the
Redemption Price.
Prior to the Rights Distribution Date, except as described in the second
following sentence, the Rights Agreement may be amended by the Registrant,
without the approval of any holders of certificates representing the shares
of Common Stock or Rights, to shorten or lengthen time periods or otherwise
to amend the provisions of the Rights Agreement in any manner which the
Board may determine to be generally consistent with the purposes of the
Rights Agreement. From and after the Rights Distribution Date, except as
described in the next following sentence, the Rights Agreement may be amended
by the Registrant, without the approval of any holders of Rights Certificates,
to cure any ambiguity or defect, shorten or lengthen time periods or change
the provisions of the Rights Agreement in any manner which the Registrant may
deem necessary or desirable and which shall not adversely affect the
interests of the holders of Rights Certificate (other than an Acquiring
Person or its affiliates or associates), except that no amendment may
lengthen (a) a time period relating to when the Rights may be redeemed at
such time as the Rights are not then redeemable or (b) any other time
period, unless such lengthening is for the purpose of protecting, enhancing
or clarifying the rights of the holders of the Rights (other than an
Acquiring Person or its affiliates or associates). No amendment may be made
which changes the Redemption Price, the Final Expiration Date, the Purchase
Price or the number of Series A Preferred Shares for which a Right is
exercisable, unless such change is approved at a meeting of stockholders by
the affirmative vote of holders of a majority of the voting power of the
shares entitled to vote and voting (in person or by proxy) for or against
such amendment at such meeting.
The foregoing description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement.
The Rights may have the effect of discouraging an unsolicited takeover
proposal. The Rights are intended to, among other objectives, (i) reduce
the Registrant's vulnerability to potentially coercive or unfair takeover
practices and takeover proposals that are inadequate or otherwise
inconsistent with the best interests of the Registrant and it stockholders,
(ii) encourage potential acquirors to negotiate with the Board, acting on
behalf of the Registrant and its stockholders, (iii) enhance the bargaining
position of the Board in such negotiations, (iv) provide additional time to
the Board in which appropriately to evaluate and respond to an unsolicited
takeover proposal, and (v) under appropriate circumstances, provide
additional time to the Board in which to develop or implement alternatives
designed to provide superior value to the Registrant's stockholders. The
Registrant believes that the benefits of the enhancement of the Board's
ability to negotiate with the proponents of unsolicited takeover proposals
and otherwise respond to such proposals outweigh the disadvantages of
potentially discouraging such proposals and the possibility of self-
interest by management.
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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
