<PAGE>
As filed with the Securities and Exchange Commission on November 22, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
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 Number)
2800 CANTRELL ROAD
LITTLE ROCK, ARKANSAS 72202
(501) 664-6000
(Address of Principal Executive Offices)
FAIRFIELD COMMUNITIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
MARCEL J. DUMENY, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FAIRFIELD COMMUNITIES, INC.
2800 CANTRELL ROAD
LITTLE ROCK, ARKANSAS 72202
(501) 664-6000
(Name, Address and Telephone Number of Agent for Service)
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered Registered (1) Share Price Fee (3)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share (2). . . 200,000 $19.375 $3,875,000 $1,175
========================================================================================================
</TABLE>
(1) Pursuant to Rule 416, there are also registered hereunder an indeterminate
amount of interests in the Fairfield Communities, Inc. Employee Stock
Purchase Plan (the "Plan") and such indeterminate number of additional
shares as may become subject to the Plan as a result of the antidilution
provisions contained therein.
(2) Includes associated share purchase rights pursuant to a Rights Agreement
adopted by the Registrant.
(3) The registration fee has been computed in accordance with paragraphs (c)
and (h) of Rule 457, based upon the average of the reported high and low
sale prices of shares of the Common Stock on the Composite Tape of the New
York Stock Exchange, Inc. on November 15, 1996.
===============================================================================
<PAGE>
EXPLANATORY NOTE
The information called for by Part I of Form S-8 is included in the
description of the Fairfield Communities, Inc. Employee Stock Purchase Plan (the
"Plan") to be delivered to persons purchasing shares pursuant to the Plan.
Pursuant to the Note to Part I of Form S-8, this information is not being filed
with or included in this Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Fairfield Communities, Inc. (the
"Company"), are incorporated by reference, as of their respective dates, in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996;
(c) The Company's Current Reports on Form 8-K dated April 5, 1996 and May
22, 1996; and
(d) The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), contained in the Company's Registration
Statements on Form 8-A (File No. 1-8096), filed December 8, 1995.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock registered hereby will be passed
upon for the Company by Jones, Day, Reavis & Pogue, Dallas, Texas.
-2-
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law. The Company's Certificate of
Incorporation and Bylaws provide for the indemnification of the directors,
officers, employees and agents of the Company to the fullest extent that may be
permitted by Delaware law from time to time. Certain provisions of the
Company's Certificate of Incorporation protect the Company's directors against
personal liability for monetary damages resulting from breaches of their
fiduciary duty of care, except as set forth below. Under Delaware law, absent
these provisions, directors could be held liable for gross negligence in the
performance of their duty of care, but not for simple negligence. The Company's
Certificate of Incorporation absolves directors of liability for negligence in
the performance of their duties, including gross negligence. However, the
Company's directors remain liable for breaches of their duty of loyalty to the
Company and its stockholders, as well as for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit. The
Company's Certificate of Incorporation also does not absolve directors of
liability under Section 174 of the Delaware General Corporation Law, which makes
directors personally liable for unlawful dividends or unlawful stock repurchases
or redemptions in certain circumstances and expressly sets forth a negligence
standard with respect to such liability.
Under Delaware law, directors, officers, employees, and other individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation -- a "derivative
action") if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard of care is applicable in the case of a
derivative action, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the Company.
The Company has also entered into indemnification agreements with its
directors and officers pursuant to which the Company is generally obligated to
indemnify its directors and officers to the full extent permitted by Delaware
law.
ITEM 8. EXHIBITS
4.1 Second Amended and Restated Certificate of Incorporation of the
Company (previously filed with the Company's Current Report on Form 8-
K, dated September 1, 1992, and incorporated herein by reference).
4.2 Fifth Amended and Restated Bylaws of the Company (previously filed
with the Company's Current Report on Form 8-K, dated May 22, 1996, and
incorporated herein by reference).
5.1 Opinion of Jones, Day, Reavis & Pogue (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1 Powers of Attorney (filed herewith).
99.1 Fairfield Communities, Inc. Employee Stock Purchase Plan (filed
herewith).
-3-
<PAGE>
ITEM 9. UNDERTAKINGS
A. The Company hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this Registration
Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each filing
of the Plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-4-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 22, 1996.
FAIRFIELD COMMUNITIES, INC.
By: /s/ Marcel J. Dumeny
-----------------------------------
Marcel J. Dumeny
Senior Vice President
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 22, 1996.
SIGNATURES TITLE
---------- -----
* President and Chief Executive Officer; Director
- ------------------------ (Principal Executive Officer)
J.W. McConnell
* Senior Vice President and Chief Financial Officer
- ------------------------ (Principal Financial Officer)
Robert W. Howeth
* Vice President/Controller
- ------------------------ (Principal Accounting Officer)
William G. Sell
* Director
- ------------------------
Les R. Baledge
* Director
- ------------------------
Russell A. Belinsky
* Director
- ------------------------
Ernest D. Bennett, III
* Director
- ------------------------
Philip L. Herrington
* Director
- ------------------------
Bryan D. Langton
* Director
- ------------------------
Charles D. Morgan, Jr.
* Director
- ------------------------
William C. Scott
-5-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Fairfield
Communities, Inc. Employee Stock Purchase Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, each of whom is a
member of the Compensation Committee of the Board or Directors of the
Registrant, thereunto duly authorized, in the City of Dallas, State of Texas,on
November 22, 1996.
*
- ----------------------
Russell A. Belinsky
*
- ----------------------
Philip L. Herrington
*
- ----------------------
Bryan D. Langton
* The undersigned, by signing his name hereto, does sign and execute this
Registration Statement as of this 22 day of November, 1996, pursuant to the
Powers of Attorney executed on behalf of the above-named officers and
directors and contemporaneously filed herewith with the Securities and
Exchange Commission.
By: /s/ Marcel J. Dumeny
-----------------------------
Marcel J. Dumeny
Attorney-in-Fact
-6-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
4.1 Second Amended and Restated Certificate of Incorporation of the
Company (previously filed with the Company's Current Report on
Form 8-K, dated September 1, 1992, and incorporated herein by
reference).
4.2 Fifth Amended and Restated Bylaws of the Company (previously
filed with the Company's Current Report on Form 8-K, dated May
22, 1996, and incorporated herein by reference).
5.1 Opinion of Jones, Day, Reavis & Pogue (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1 Powers of Attorney (filed herewith).
99.1 Fairfield Communities, Inc. Employee Stock Purchase Plan (filed
herewith).
<PAGE>
Exhibit 5.1
-----------
[JONES, DAY, REAVIS & POGUE LETTERHEAD APPEARS HERE]
November 22, 1996
Fairfield Communities, Inc.
2800 Cantrell Road
Little Rock, Arkansas 72202
Re: Registration on Form S-8 of 200,000 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 registration of 200,000
shares (the "Shares") of Common Stock, par value $0.01 per share, of the Company
pursuant to the Company's Registration Statement on Form S-8 (the "Registration
Statement").
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.
We hereby consent to the filing of this opinion as Exhibit 5.1 to 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 incorporation by reference in the Registration Statement
(Form S-8) pertaining to the registration of 200,000 shares of Common Stock to
be sold pursuant to the Fairfield Communities, Inc. Employee Stock Purchase Plan
of our report dated January 29, 1996 with respect to the consolidated financial
statements and schedule of Fairfield Communities, Inc. and subsidiaries included
and/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
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Robert W. Howeth and Marcel J. Dumeny, and each of them, the true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign on his behalf,
as a director or officer, or both, as the case may be, of Fairfield Communities,
Inc., a Delaware corporation (the "Company"), a Registration Statement on Form
S-8 or any other appropriate form, for the purpose of registering under the
Securities Act of 1933, as amended, up to 200,000 shares of Common Stock, par
value $0.01 per share, of the Company and to sign any and all amendments and any
and all post-effective amendments to such Registration Statement, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact, and each of them, with or without the other, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact or either of them or their substitutes may lawfully do or cause to be done
by virtue hereof.
/s/ J.W. McConnell
--------------------------------------
J.W. McConnell
Dated: November 22, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints John W. McConnell and Marcel J. Dumeny, and each of them, the true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign on his behalf,
as a director or officer, or both, as the case may be, of Fairfield Communities,
Inc., a Delaware corporation (the "Company"), a Registration Statement on
Form S-8 or any other appropriate form, for the purpose of registering under the
Securities Act of 1933, as amended, up to 200,000 shares of Common Stock, par
value $0.01 per share, of the Company and to sign any and all amendments and any
and all post-effective amendments to such Registration Statement, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact, and each of them, with or without the other, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact or either of them or their substitutes may lawfully do or cause to be done
by virtue hereof.
/s/ Robert W. Howeth
----------------------------------
Robert W. Howeth
Dated: November 22, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints John W. McConnell, Robert W. Howeth and Marcel J. Dumeny, and each
of them, the true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign on his behalf, as a director or officer, or both, as the case may be, of
Fairfield Communities, Inc., a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, up to
200,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/s/ William G. Sell
----------------------------------
William G. Sell
Dated: November 22, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints John W. McConnell, Robert W. Howeth and Marcel J. Dumeny, and each
of them, the true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign on his behalf, as a director or officer, or both, as the case may be, of
Fairfield Communities, Inc., a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, up to
200,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/s/ Les R. Baledge
----------------------------------
Les R. Baledge
Dated: November 22, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints John W. McConnell, Robert W. Howeth and Marcel J. Dumeny, and each
of them, the true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign on his behalf, as a director or officer, or both, as the case may be, of
Fairfield Communities, Inc., a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, up to
200,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/s/ Russell A. Belinsky
-----------------------------------
Russell A. Belinsky
Dated: November 22, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints John W. McConnell, Robert W. Howeth and Marcel J. Dumeny, and each
of them, the true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign on his behalf, as a director or officer, or both, as the case may be, of
Fairfield Communities, Inc., a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, up to
200,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/s/ Ernest D. Bennett, III
------------------------------------
Ernest D. Bennett, III
Dated: November 22, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints John W. McConnell, Robert W. Howeth and Marcel J. Dumeny, and each
of them, the true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign on his behalf, as a director or officer, or both, as the case may be, of
Fairfield Communities, Inc., a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, up to
200,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/s/ Philip L. Herrington
----------------------------------
Philip L. Herrington
Dated: November 22, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints John W. McConnell, Robert W. Howeth and Marcel J. Dumeny, and each
of them, the true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign on his behalf, as a director or officer, or both, as the case may be, of
Fairfield Communities, Inc., a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, up to
200,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/s/ Bryan D. Langton
-----------------------------------
Bryan D. Langton
Dated: November 22, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints John W. McConnell, Robert W. Howeth and Marcel J. Dumeny, and each
of them, the true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign on his behalf, as a director or officer, or both, as the case may be, of
Fairfield Communities, Inc., a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, up to
200,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/s/ Charles D. Morgan, Jr.
-----------------------------------
Charles D. Morgan, Jr.
Dated: November 22, 1996
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes
and appoints John W. McConnell, Robert W. Howeth and Marcel J. Dumeny, and each
of them, the true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, to
sign on his behalf, as a director or officer, or both, as the case may be, of
Fairfield Communities, Inc., a Delaware corporation (the "Company"), a
Registration Statement on Form S-8 or any other appropriate form, for the
purpose of registering under the Securities Act of 1933, as amended, up to
200,000 shares of Common Stock, par value $0.01 per share, of the Company and to
sign any and all amendments and any and all post-effective amendments to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, and each of them with or
without the others, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or any of them or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
/s/ William C. Scott
----------------------------------
William C. Scott
Dated: November 22, 1996
<PAGE>
Exhibit 99.1
------------
FAIRFIELD COMMUNITIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
PURPOSE
The Fairfield Communities, Inc. Employee Stock Purchase Plan (the "Plan")
is intended to give employees of Fairfield Communities, Inc. and its
subsidiaries (except for those subsidiaries the participation of which is
excluded during such time as may be determined by the Board of Directors (the
"Board") of Fairfield Communities, Inc.) (collectively, the "Company") the
opportunity to purchase, through regular payroll deductions, shares of common
stock of the Company ("Common Stock") at a 15% discount to the market price of
the Common Stock and without paying any brokerage commissions.
WHO IS ELIGIBLE
All active full-time, commission sales and seasonal employees (in each case
as defined in the Company's employee handbook) of the Company may purchase
shares through the Plan, provided they are actively employed on the first day of
the fourth calendar month of employment with the Company and have attained the
age of majority in their states. Employees whose service with the Company
terminates (excluding employees who return to active employment at the
expiration of approved leaves of absences) who subsequently are reemployed by
the Company will be considered to be new employees as of the effective dates of
their reemployment.
PURCHASES THROUGH PAYROLL DEDUCTIONS
The Company is making its payroll deduction facilities available to
eligible employees to enable them to make purchases. Use the accompanying Plan
Enrollment Form if you desire to authorize payroll deductions. The amount of
the deduction will be the amount of your choice between 1% and 10% of your gross
cash compensation (defined as salary, wages, commissions and cash bonus payments
(including any amounts which have been deducted for 401(k) plans, salary
reduction deferral agreements, (S) 125 cafeteria-style plans, etc., but
excluding moving expenses, severance pay, benefit plan distributions,
disability, etc.)) (minimum of $5.00 per pay period), rounded off to the next
highest even dollar. You may not, however, purchase more than $25,000 of Common
Stock per year through payroll deductions under the Plan. The purchase price
for Common Stock will be the closing price on the Composite Tape of the New York
Stock Exchange (or such other principal exchange on which the Common Stock may
be listed for trading from time to time) on the last trading day of the month
for which deductions were accumulated. No interest will be paid on funds held
pending purchases of the Common Stock.
You may increase or decrease the amount of your payroll deductions once
each quarter or discontinue deductions entirely at any time with re-entry
permitted at the beginning of a subsequent quarter. Any changes will take
effect as soon as possible after your written request is received by the Human
Resources Department of the Company.
Merrill Lynch, Pierce, Fenner & Smith Incorporated or a successor brokerage
firm selected by the Company (the "Broker") will act as the agent of the Plan to
purchase shares of Common Stock for the participants' accounts.
DIRECT PURCHASES
In addition to the payroll deduction method of purchasing shares, you may
also make "direct" purchases of shares by sending a check, along with written
instructions, directly to the Broker. Because you are a Plan participant,
transaction fees and commissions related to direct purchases will be discounted
from the Broker's regular rates.
<PAGE>
Orders for direct purchases of additional Common Stock will be combined on
a daily basis with all orders received by the Broker for shares of the Company's
Common Stock. Orders will typically be entered on the first business day
following acceptance of your order by the Broker, or as soon as practicable
thereafter. Shares purchased in the open market may be purchased over a period
of time. In this case, your price will be the average of all shares purchased
over that period.
LISTING OF THE COMMON STOCK
The Company's Common Stock is traded on the New York Stock Exchange. The
price is listed in major newspapers every day under the trading symbol "FFD."
The listing in the newspaper typically includes, among other things, the high
price, the low price and the closing price for the prior day.
OWNERSHIP
The shares purchased through the Plan will be allocated to each employee
based upon the amount of his or her payroll deduction and the average cost of
shares purchased for the Plan on a given date. The allocation will be made in
whole shares and in fractions calculated to one ten-thousandth of a share (4
decimals). Upon allocation of shares to an employee's account, the employee
will acquire immediate and full ownership of such shares.
RECORD OF PURCHASE
The Broker will mail a quarterly statement of account to you showing the
status of your account including the number of shares purchased, the price per
share and the total number of shares, including fractions, held in your account.
COSTS OF INVESTMENT
The brokerage commissions on all purchases through payroll deductions, as
well as the costs of administering the Plan, will be paid by the Company.
REGISTRATION OF SHARES
The certificates for shares purchased, whether through payroll deduction or
direct purchase, will be registered in the name of a nominee of the Broker. The
certificates will be held in safekeeping, and the Broker will act as custodian
without charge to you.
You may also designate a co-owner to be a joint tenant of your account by
completing a Joint Account Agreement available from your site or office benefits
coordinator.
SHAREHOLDER PRIVILEGES
You are the legal owner of the shares in your account. You will receive
notices of meetings, proxy statements, annual and interim reports and other
communications sent to shareholders. You will have the right to vote whole
shares and to receive any dividends paid with respect to your shares.
SALE OF SHARES
You may instruct the Broker to arrange for the sale of any or all of the
whole shares in your account. However, the Company will not pay the costs of
the sale of your shares. Promptly after executing the sale, the Broker will
mail you a check for the proceeds, less the normal commission and any transfer
taxes that may be applicable.
You may, of course, also sell your shares by requesting your certificates,
pursuant to the procedure described in "How To Obtain Certificates" below, and
selling them through the broker of your choice.
<PAGE>
HOW TO OBTAIN CERTIFICATES
You may request the Broker to issue a certificate for any or all of the
whole shares held in your account, but you will be charged a certificate fee by
the Broker.
The shares so issued will be registered in your name (or jointly with a co-
owner) and mailed to you.
TERMINATION
You may terminate your participation in the Plan at any time. If you
terminate your participation in the Plan, your account with the Broker will
remain open unless you choose to close it. You can continue to buy and sell
securities through your brokerage account, but different transaction fees and an
annual account fee will apply. If you wish to close your account, you should
instruct the Broker to:
(1) Issue a certificate to you for the whole shares and sell any fraction
in your account; or
(2) Sell all shares and any fraction in your account. Promptly after the
sale, the Broker will remit by check the total proceeds from the sale
less the normal commission and transfer taxes that may be applicable.
A brokerage confirmation of the transaction will also be mailed.
CONTINUATION OF THE PLAN
The Plan becomes effective on or about January 1, 1997. The Company has
reserved 200,000 shares of Common Stock held in its treasury to be purchased
from the Company and sold pursuant to the Plan. Upon the sale of all 200,000
shares, the Plan will terminate, unless extended by the Company. The Company
reserves the right to amend or terminate the Plan at any time. Upon termination
of the Plan, you will have the same options for the disposition of your shares
as if you had elected to terminate your participation in the Plan.
ADJUSTMENTS
The Board may make or provide for such adjustments in the number or kind of
shares of the Common Stock that may be sold under the Plan as the Board in its
sole discretion may determine is equitably required in connection with (a) any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Company, (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, separation, reorganization,
liquidation, or other distribution of assets or issuance of rights or warrants
to purchase Common Stock, or (c) any other corporate transaction or event having
an effect similar to any of the foregoing.
CONFLICTS
In the event of any conflict or inconsistency between the provisions of
this Plan and any other document, the provisions of the Plan shall govern with
respect to the matter.
ADMINISTRATION
This Plan will be administered by the Compensation Committee of the Board.
The Compensation Committee currently consists of three members of the Board who
are selected annually by the Board and may be removed at any time by action of
the Board. The Compensation Committee will have authority to interpret the
Plan, to prescribe, amend and rescind rules relating to it, and to make all
other determinations deemed necessary or advisable in administering the Plan.
The Compensation Committee's determination with respect to any matter pertaining
to the Plan will be final, absent manifest error. No trust or fiduciary
relationship with the Company is created hereby. No officer, director or
employee of the Company shall be liable to any person for any action taken or
omitted in connection with the administration of this Plan, nor shall the
Company be liable to any such person for any such omission.
<PAGE>
EMPLOYMENT RIGHTS
Neither the establishment of this Plan nor the status of an employee as a
participant shall give any participant any right to be retained in the employ of
the Company.
GOVERNING LAW
The construction, validity and operation of the Plan will be governed by
the laws of the State of Arkansas.
ASSIGNMENT
Participants may not assign or hypothecate their interests in the Plan.
HOW TO PARTICIPATE
If you desire to participate in the Plan, complete the accompanying Plan
Enrollment Form as indicated and give it to your site or office benefits
coordinator or mail it to the Company at the following address:
Human Resources Department
Employee Stock Purchase Plan
Fairfield Communities, Inc.
11001 Executive Center Drive
Little Rock, Arkansas 72211
