SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10K/A (No. 1)
AMENDMENT NO. 1 TO ANNUAL REPORT FILED PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File Number: 1-8096
FAIRFIELD COMMUNITIES, INC.
(Exact name of registrant as specified in its Charter)
Delaware 71-0390438
(State of incorporation) (I.R.S. Employer Identification No.)
11001 Executive Center Drive, Little Rock, Arkansas 72211
(Formerly 2800 Cantrell Road, Little Rock, Arkansas 72202)
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (501) 228-2700
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, $.01 par value New York
Preferred Stock Purchase Rights New York
with respect to Common Stock,
$.01 par value
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12,
13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No
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The number of shares of the registrant's Common Stock
outstanding as of January 31, 1997 totaled 11,052,903 and
the aggregate market value of the registrant's Common Stock
held by non-affiliates totaled approximately $299.3 million
at January 31, 1997.
Documents Incorporated by Reference: Parts I, II and III
of this Form 10-K incorporate certain information by
reference from the registrant's Annual Report to
Stockholders for the year ended December 31, 1996 and the
Proxy Statement to be issued in connection with its 1997
Annual Meeting of Stockholders.
FAIRFIELD COMMUNITIES, INC.
Securities and Exchange Commission
Form 10-K, Part I
Items 1. and 2. BUSINESS AND PROPERTIES
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Items 1 and 2 are hereby amended by deleting the fifth
paragraph thereof and inserting the following paragraphs.
PLACES - FAIRFIELD'S PROPERTY PORTFOLIO
Fairfield's objective is to be the leading provider of
innovative, high-quality vacation experiences in the
timeshare industry to the broadest spectrum of households
throughout the United States. To capitalize on its
innovative FairShare Plus vacation system and to achieve
its objective, Fairfield has placed an emphasis on
acquiring and developing resort properties in destination
locations. These resorts are in areas with well known
attractions and large tourist populations. The advantage of
focusing on sites in destination locations is the reduced
need for developing large-scale amenities to attract
vacationers, yielding lower developmental risks and
expenses for Fairfield. Furthermore, large populations of
prospective customers continually pass through these areas,
marking them as prime areas for Fairfield to operate on-
site sales offices which showcase the Company's property
portfolio and contribute significantly to increased sales.
Fairfield has opened five resorts in the destination cities
of Branson, Missouri; Myrtle Beach, South Carolina;
Nashville, Tennessee; Orlando, Florida; and Williamsburg,
Virginia. Eleven of Fairfield's properties, including all
five destination location resorts, have been awarded the
Gold Crown Resort Designation, the highest level of
distinction, from RCI, the leading industry exchange
company. Furthermore, at year end, Fairfield owned
undeveloped property at its destination resorts on which
the present master plans for those resorts provide for
approximately 778 additional units, which if sold at
current prices would represent approximately $523 million
in future sales.
NEWER DEVELOPMENTS
FAIRFIELD MYRTLE BEACH
Fairfield's second Myrtle Beach resort, SeaWatch Plantation
is a 10-acre oceanfront property, with 640 units consisting
of a mixture of condominiums and hotel units. The initial
phase includes 97 units as well as a pool, lagoon and beach
walk. The first building of the resort was completed in
August 1996, and the entire first phase should be completed
in 1999. The Myrtle Beach area was rated the second most
popular drive destination in the United States by the
Automobile Association of America Travel Service, and
averages more than 14 million visitors per year. Fairfield
Westwinds, Fairfield's original Myrtle Beach area
development, was built in 1989.
FAIRFIELD NASHVILLE
Fairfield Nashville is located on 19 acres in the music
center of Nashville, TN, adjacent to Opryland. When
completed, the resort will offer approximately 254 units.
At year end, Fairfield Nashville had 15 units completed and
31 units under construction. Amenities at Fairfield
Nashville include indoor and outdoor swimming pools, a
health club, clubhouse, fully equipped picnic areas and
playgrounds. As an estimated 10 million people visit
Nashville annually, the location of this resort is
consistent with Fairfield's strategy to expand its vacation
ownership network in popular destination locations.
FAIRFIELD ORLANDO AT CYPRESS PALMS
Fairfield Orlando at Cypress Palms is located in close
proximity to this city's world famous attractions such as
Walt Disney World Resort, Epcot Center, MGM Studios,
Universal Studios and Sea World. When completed, the resort
will include 244 units and a pool and whirlpool spa.
Currently, Fairfield Orlando has 58 units completed and 12
units under construction. Orlando and the surrounding areas
also offer other major amusement parks, exhibits and
attractions drawing visitors throughout the year, many of
whom are repeat visitors.
OTHER RESORTS
Fairfield's expansive array of resorts reaches coast-to-
coast, and offers a variety of vacation experiences to meet
the different lifestyles and vacation needs of its customer
base. Fairfield's resort sites vary in size from several
acres to over 18,000 acres. The locations offer many on-
site amenities ranging from swimming pools and tennis
courts at most sites to championship golf courses,
equestrian facilities and ski slopes at some of the larger
resorts. Adults value the abundance of fine shopping and
dining surrounding Fairfield's resorts, and children enjoy
Fairfield's numerous playgrounds, recreation centers and
miniature golf courses.
Fairfield's resort properties are rated among the highest
quality vacation resorts worldwide. The Company
believes that the amenities available to Fairfield
customers equal those of fine hotels and the
Company's one- and two-bedroom custom-built vacation villas
offer size, luxury and convenience. Many of
Fairfield's units offer full-size, fully equipped kitchens,
fireplaces, private whirlpool spas, VCRs, washers and
dryers, and more.
Fairfield Pagosa in Pagosa Springs, Colorado is a favorite
among vacationers with a zest for active outdoor vacations.
The resort has five lakes on the property, and is bordered
by two-and-a-half million acres of national forests and
wilderness. For additional outdoor adventures, Fairfield
Sapphire Valley, in Sapphire, North Carolina, lies adjacent
to the Pisgah National Forest and the Great Smokey
Mountains National Park. Opportunities for family
backpacking and hiking are virtually unlimited.
For horseback riding enthusiasts, Fairfield Glade in
Tennessee, offers on-site riding stables, and
Sapphire Stables in Sapphire Valley provide
horseback riders with peaceful excursions through the
country-side. Fairfield's affiliation with JB Ranch in
Ocala, Florida will provide horseback riding and ranching
set among a 700-unit, country-western-theme resort.
For winter lovers, Fairfield's network of resorts offers
opportunities for downhill and cross-country skiing.
Fairfield Pagosa is located just miles from Wolf Creek Ski
Area, known for receiving the most snow in Colorado.
Visitors of Fairfield Flagstaff enjoy the nearby Arizona
Snowbowl. Sapphire Valley, too, offers skiing in the winter
months, and golf the rest of the year.
For golf enthusiasts, Fairfield Glade, located in
Tennessee, boasts one 27-hole and three 18-hole golf
courses. The Neuse River provides the backdrop at Fairfield
Harbour in New Bern, North Carolina, where golf is one of
the resort's main attractions. Fairfield Mountains in Lake
Lure, North Carolina offers golfing at the Bald Mountain and
Apple Valley golf courses which are open year-round and are
set against the majestic Blue Ridge Mountains. Fairfield
Bay, just 90 miles north of Little Rock, Arkansas, offers
golf at Mountain Ranch Golf Course, home to Arkansas state
PGA tournaments and other prestigious competitions. Almost
all of the Company's resort locations offer golfing,
many without even leaving the resort's grounds.
For family attractions, the Company believes that nothing
beats Fairfield's destination resorts in Branson, Missouri
and Williamsburg, Virginia. Branson is hailed as America's
Country Music Show Capital. The area draws the biggest
names in country and bluegrass music year-round to over 30
indoor theaters all on a 10-mile stretch. Outdoor
activities in Branson include boating, fishing, swimming,
waterskiing, sailing, scuba diving and parasailing.
Fairfield Williamsburg is located just three miles from the
Colonial Williamsburg Historic Area, 10 miles from
Jamestown, the first English-speaking settlement, and 15
miles from Yorktown, where the last battle of the American
Revolution was fought. Furthermore, just three miles from
the resort are the more contemporary sights and thrills of
Busch Gardens' amusement park.
Relaxation is an important aspect of a vacation, especially
after participating in all of the activities available to
Fairfield members. The Company believes that Fairfield's
property portfolio offers some of the finest "getaway
vacation" resorts in the nation. Fairfield Ocean Ridge, in
Edisto Island, South Carolina, is situated on a beach area
on the east coast. Fairfield Plantation, in Villa Rica,
Georgia, features three lakes, three outdoor swimming pools
and its own private beach, not to mention lighted tennis
courts at the tennis center and a convenient location just
45 miles west of Atlanta, Georgia.
Each resort in Fairfield's property portfolio is intended
to have its own personality, and is strategically located
near popular US tourist destinations or popular "getaway"
locations across the country. Fairfield takes a
pro-active approach in keeping customers happy, and
internal surveys show that Fairfield, in recent years, has
maintained customer satisfaction ratings in excess of 90%.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned duly
authorized.
FAIRFIELD COMMUNITIES, INC.
Date: October 27, 1997 /s/William G. Sell
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William G. Sell, Vice President/
Controller (Chief Accounting Officer)
