<PAGE>
As filed with the Securities and Exchange Commission on November 21, 1996.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
FAIRFIELD COMMUNITIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 71-0390438
(State of incorporation) (I.R.S. Employer
Identification No.)
2800 CANTRELL ROAD
LITTLE ROCK, ARKANSAS 72202
(501) 664-6000
(Address and telephone number of Registrant's principal executive offices)
----------------
MARCEL J. DUMENY, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
2800 CANTRELL ROAD
LITTLE ROCK, ARKANSAS 72202
(501) 664-6000
(Name, address, and telephone number of agent for service)
----------------
copies to:
MARK V. MINTON, ESQ. C. DOUGLAS BUFORD, JR., ESQ.
JONES, DAY, REAVIS & POGUE WRIGHT, LINDSEY & JENNINGS
2300 TRAMMELL CROW CENTER 200 WEST CAPITOL AVENUE
2001 ROSS AVENUE LITTLE ROCK, ARKANSAS 72201
DALLAS, TEXAS 75201 (501) 212-1239
(214) 220-3939
----------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-14875.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered Registered Share (2) Price (2) Fee (2)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share(1).. 88,726 $19.375 $1,719,066 $521
================================================================================================
</TABLE>
(1) Includes associated share purchase rights pursuant to a Rights Agreement
adopted by the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee
under Rule 457(c) upon the basis of the average high and low prices of
shares of Common Stock on the Composite Tape of the New York Stock
Exchange, Inc. on November 15, 1996.
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<PAGE>
EXPLANATORY NOTE
In accordance with the provisions of General Instruction IV of Form S-3,
the Registrant hereby incorporates by reference the contents of the Registrant's
Registration Statement on Form S-3 (Registration No. 333-14875), which was
declared effective by the Securities and Exchange Commission on November 21,
1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on November 21, 1996.
FAIRFIELD COMMUNITIES, INC.
By: /s/ J. W. MCCONNELL
-----------------------------------------
J. W. McConnell
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on November 21, 1996.
<TABLE>
<CAPTION>
SIGNATURES TITLE
---------- -----
<S> <C>
/s/ J.W. MCCONNELL President and Chief Executive Officer; Director
- ------------------------ (Principal Executive Officer)
J.W. McConnell
/s/ ROBERT W. HOWETH Senior Vice President and Chief Financial Officer
- ------------------------ (Principal Financial Officer)
Robert W. Howeth
/s/ WILLIAM G. SELL Vice President/Controller
- ------------------------ (Principal Accounting Officer)
William G. Sell
/s/ LES R. BALEDGE Director
- ------------------------
Les R. Baledge
Director
- ------------------------
Russell A. Belinsky
/s/ ERNEST D. BENNETT, III Director
- ------------------------
Ernest D. Bennett, III
Director
- ------------------------
Philip L. Herrington
Director
- ------------------------
Bryan D. Langton
/s/ CHARLES D. MORGAN, JR. Director
- ------------------------
Charles D. Morgan, Jr.
/s/ WILLIAM C. SCOTT Director
- ------------------------
William C. Scott
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
5.1 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
<PAGE>
Exhibit 5.1
-----------
JONES, DAY, REAVIS & POGUE
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
November 21, 1996
Fairfield Communities, Inc.
2800 Cantrell Road
Little Rock, Arkansas 72202
Re: Registration of up to 88,726 shares of Common Stock, par value $0.01
per share, of Fairfield Communities, Inc.
--------------------------------------------------------------------
Ladies and Gentlemen:
We are acting as counsel to Fairfield Communities, Inc., a Delaware
corporation (the "Company"), in connection with the offering and sale by certain
stockholders of the Company (the "Stockholder") of 88,726 shares (the "Shares")
of the Company's common stock, par value $0.01 per share, pursuant to the
Underwriting Agreement (the "Underwriting Agreement") entered into on November
21, 1996, among the Company, the Stockholder, and Stephens Inc. and Donaldson,
Lufkin & Jenrette Securities Corporation, as representatives of the several
underwriters named in Schedule I to the Underwriting Agreement.
We have examined such documents, records, and matters of law as we
have deemed necessary for purposes of this opinion. Based on such examination
and on the assumptions set forth below, we are of the opinion that the Shares
are duly authorized, validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have relied as to certain
factual matters upon certificates of officers of the Company and public
officials, and we have not independently checked or verified the accuracy of the
statements contained therein. In addition, our examination of matters of law
has been limited to the General Corporation Law of the State of Delaware and the
federal laws of the United States of America, in each case as in effect on the
date hereof.
<PAGE>
Fairfield Communities, Inc.
November 21, 1996
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Company pursuant to Rule 462(b) promulgated under Securities Act of 1933, as
amended (the "Act"), to effect registration of the Shares under the Act and to
the reference to us under the caption "Legal Matters" in the Prospectus
constituting a part of the Registration Statement.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
Jones, Day, Reavis & Pogue
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
and to the use of our report dated January 29, 1996 in the Registration
Statement (Form S-3) and related Prospectus of Fairfield Communities, Inc. for
the registration of 88,726 shares of its common stock.
We also consent to the incorporation by reference therein of our
report dated January 29, 1996 with respect to the consolidated financial
statements and schedule of Fairfield Communities, Inc. and subsidiaries included
or incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Little Rock, Arkansas
November 18, 1996
