<PAGE>
As filed with the Securities and Exchange Commission on January 3, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
(501) 228-2700
(Address and telephone number of Registrant's principal executive offices)
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Marcel J. Dumeny With a copy to:
Senior Vice President and General Counsel Mark V. Minton
11001 Executive Center Drive Jones, Day, Reavis & Pogue
Little Rock, Arkansas 72211 2300 Trammell Crow Center
(501) 228-2700 2001 Ross Avenue
(Name, address, and telephone Dallas, Texas 75201
number of agent for service) (214) 220-3939
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Approximate date of commencement of proposed sale to the public: The securities
being registered on this Form are to be offered and sold from time to time after
the effective date of the Registration Statement by a selling stockholder.
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. [x]
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. [_] __________.
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. [_]
CALCULATION OF REGISTRATION FEE
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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)
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share (1).. 60,000 $24.375 $1,462,500 $443
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(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
December 26, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
Subject to Completion, Dated January 3, 1997
PROSPECTUS
60,000 SHARES
FAIRFIELD COMMUNITIES, INC.
COMMON STOCK
This Prospectus relates to 60,000 shares (the "Shares") of Common Stock,
par value $0.01 per share ("Common Stock"), of Fairfield Communities, Inc. (the
"Company") that may be offered by John W. McConnell (the "Selling Stockholder")
from time to time. The Company will receive no part of the proceeds from sales
of the Shares by the Selling Stockholder.
The Shares are listed on the New York Stock Exchange (the "NYSE") under the
trading symbol "FFD."
----------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK.
----------------
The Shares will be sold either directly by the Selling Stockholder or
through brokers, dealers, or agents. At the time any particular offer of Shares
is made, if and to the extent required, the specific number of Shares offered,
the offering price, and the other terms of the offering, including the names of
any brokers, dealers, or agents involved in the offering and the compensation,
if any, of such brokers, dealers, or agents, will be set forth in a supplement
to this Prospectus (a "Prospectus Supplement"). Any statement contained in this
Prospectus will be deemed to be modified or superseded by any inconsistent
statement contained in any Prospectus Supplement delivered herewith.
Unless this Prospectus is accompanied by a Prospectus Supplement stating
otherwise, offers and sales may be made pursuant to this Prospectus only in
ordinary broker's transactions made on the NYSE in transactions involving
ordinary and customary brokerage commissions.
The Company will bear all expenses in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), and the
listing on the NYSE of the Shares. The Selling Stockholder will bear all other
expenses in connection with sales of the Shares.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is , 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the public reference facilities
maintained by the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such materials can also be obtained at
prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission and that is
located at http://www.sec.gov. Documents filed by the Company can also be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005, on which exchange the Common Stock is listed.
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act. This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
securities offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and in each instance
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus (i) the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995; (ii) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996; (iii) the Company's
Current Reports on Form 8-K dated April 5, 1996 and May 22, 1996; and (iv) the
description of the Company's Common Stock contained in the Company's
Registration Statements on Form 8-A (Commission File No. 1-8096) filed December
8, 1995.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
made hereby, shall be deemed incorporated by reference in this Prospectus and to
be a part of this Prospectus from the date of the filing of such reports.
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 purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus may obtain, without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (other than the
exhibits expressly incorporated in such documents by reference). Requests should
be directed to: Fairfield Communities, Inc., 11001 Executive Center Drive,
Little Rock, Arkansas 72211, Attention: Robert W. Howeth, Senior Vice President
and Chief Financial Officer (telephone: (501) 228-2700).
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<PAGE>
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following risks and investment considerations should be carefully considered in
evaluating the Company and its business before purchasing any of the Shares
offered hereby. Each of the following factors may have a material adverse
effect on the Company's operations, financial results, financial condition,
liquidity, market valuation or market liquidity in future periods.
TIMESHARE INDUSTRY OPERATING RISKS
The Company's business is subject to all of the operating risks inherent in
the timeshare industry. These risks include an oversupply of timeshare units, a
reduction in demand for timeshare units, changes in travel and vacation
patterns, changes in governmental regulations of the timeshare industry and
increases in construction costs or taxes, as well as negative publicity
concerning the industry. The timeshare industry is highly fragmented,
containing a large number of developers. In the past the timeshare industry as
a whole has experienced a negative image as a result of various developers
employing high pressure sales and marketing tactics, constructing low quality
units and engaging in other potentially misleading practices. Consequently,
negative publicity with respect to any one or more developers in the timeshare
industry could have a disproportionate effect on all of the developers in the
industry.
RISKS ASSOCIATED WITH ACQUISITIONS AND NEW DEVELOPMENT
The Company intends to continue to acquire and develop new Destination
Resorts (as defined below in "The Company"). However, the ability to acquire
attractive locations may be limited due to competition or higher prices than
those of locations in less-developed areas. Moreover, to successfully implement
its business strategies, the Company must integrate the newly acquired or
developed resorts into its existing sales and marketing programs, including its
FairShare Plus(R) vacation system and proprietary timeshare exchange program.
During the start-up phase of a new resort, the Company expects to
experience lower margins at that resort until the resort's operations mature.
The lower margins could be substantial and could negatively impact the Company's
earnings. However, as more of the Company's Destination Resorts achieve mature
operations, the Company believes the start-up phase for each new resort will
have less of an effect on future earnings.
REGULATION OF MARKETING AND SALES OF VOIS
The Company's marketing and sales of vacation ownership units ("VOIs") and
other operations are subject to extensive regulation by the federal government
and by the states in which the Company's resorts are located and in which its
VOIs are marketed and sold. The federal government and many states have adopted
specific laws and regulations regarding the sale of timeshares, telemarketing
and certain of the Company's other activities. The Company believes that it is
in substantial compliance with all laws and regulations to which it is currently
subject. However, no assurance can be given that the cost of complying with
laws and regulations in all jurisdictions in which the Company desires to
conduct sales would not be significant, would not impair the cost-effectiveness
of its marketing programs, or that the Company is in fact in compliance with all
applicable laws and regulations.
RISKS ASSOCIATED WITH FINANCING; HEDGING ACTIVITIES
The Company offers financing to buyers of VOIs at the Company's resorts,
which bears interest at fixed rates and is collateralized by a first mortgage
on, or retention of title under an installment sales contract for, the
underlying VOI. The Company and its wholly owned finance subsidiary, Fairfield
Acceptance Corporation ("FAC"), have revolving credit facilities that provide an
aggregate of up to approximately $25.0 million and $35.0 million, respectively,
of borrowings available to finance the Company's contracts receivable. Neither
the Company nor FAC presently has a binding agreement to extend the maturity
dates beyond January 1, 1999, and there can be no assurance that any extension
or refinancing could be achieved on terms that are satisfactory to the Company
or FAC or at all. Accordingly, future sales of VOIs may be limited if the
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<PAGE>
Company does not have sufficient borrowing availability to finance the initial
negative cash flow that results from sales that are financed by the Company or
if the Company is unable to offer customer financing on terms that customers
will accept.
In addition, the Company's current bank credit facilities which finance
contracts receivable are, and are expected to continue to be, at variable
interest rates. Any significant increase in interest rates on the Company's
financing or prepayment rates on the contracts receivable could have an adverse
effect on the profitability of the Company's portfolio of contracts receivable.
The Company attempts to retain borrowing availability under its revolving credit
facility by periodically selling contracts receivable to FAC. The Company uses
the proceeds from these sales to reduce the outstanding balance under its
revolving credit facility. FAC and its subsidiaries periodically securitize
such receivables through financings with third parties. The proceeds from the
securitization transactions are then used to reduce the balances of FAC's
revolving credit facility. However, there can be no assurance that the Company
and FAC will be able to successfully continue such securitizations, and any
failure to continue such securitizations could result in the Company and FAC
having insufficient borrowing availability under their credit facilities to
maintain their operations at current levels. In connection with certain of
FAC's securitization transactions issued with variable interest rates, FAC has
sought to limit its exposure to possible future increases in interest rates by
purchasing interest rate caps. No assurance can be given that FAC will be able
to obtain interest rate caps or other hedging instruments in connection with
future securitization transactions or that the cost associated with interest
rate caps or other hedging instruments will not increase FAC's operating costs.
IMPACT OF ECONOMIC CYCLES
The business risks associated with the Company's business become more acute
in an economic slowdown or recession. Such an environment is generally
characterized by decreased spending for vacations and other discretionary items.
Economic downturns may also adversely affect the availability and costs of
financing for the Company and its customers and the collectability of the
Company's contracts receivable. Delinquencies, foreclosures and loan losses
generally increase during economic slowdowns and recessions.
POSSIBLE ENVIRONMENTAL LIABILITIES
Under various federal, state and local laws, ordinances and regulations,
the current or previous owner, manager or operator of real property may be
liable for the costs of removal or remediation of certain hazardous or toxic
substances located on or in, or emanating from, such property, as well as
related costs of investigation and property damage. Such laws often impose such
liability without regard to whether the owner, manager or operator knew of, or
was responsible for, the presence of such hazardous or toxic substances. The
Company believes that it is in compliance in all material respects with all
federal, state and local ordinances and regulations regarding hazardous or toxic
substances, but no assurance can be given that hazardous or toxic substances
will not be found on its properties or properties that it previously owned.
COMPLIANCE WITH LAWS GOVERNING ACCESS
A number of state and federal laws, including the Fair Housing Act and the
Americans with Disabilities Act, impose requirements related to access and use
by disabled persons of a variety of public accommodations and facilities.
Although the Company believes that its resorts are substantially in compliance
with these laws, the Company may incur additional costs of complying with such
laws. The ultimate amount of the cost of compliance with such legislation is
not currently ascertainable, and, while such costs are not expected to have a
material effect on the Company, such costs could be substantial.
UNINSURED LOSS; NATURAL DISASTERS
There are certain types of losses (such as losses arising from acts of war)
that are not generally insured because they are either uninsurable or not
economically insurable and for which the Company does not have insurance
coverage. Should an uninsured loss or a loss in excess of insured limits occur,
the Company could lose its capital invested in a resort, as well as the
anticipated future revenues from such resort, and would
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<PAGE>
continue to be obligated on any mortgage indebtedness or other obligations
related to the resort. Moreover, if the property owners association fails to
adequately insure the units, any uninsured or underinsured casualty may affect
the collectability of the contracts receivable related to those units. In
addition, the Company's resorts could suffer significant damage as a result of
hurricanes, earthquakes, floods and other natural disasters. Any such damage,
as well as adverse weather conditions generally, could reduce the Company's
ability to sell VOIs at its resorts.
COMPETITION
As the Company develops Destination Resorts, the Company may experience
significant competition for qualified personnel, favorable sites and customers
at those resorts from other entities engaged in the business of resort
development, sales and operation, including VOI ownership, condominiums, hotels
and motels. Many well-known lodging, hospitality and entertainment companies
have begun to develop and sell VOIs in resort properties. While many of those
companies have targeted a more narrow market segment than the Company's
historical market segment, there can be no assurance that the Company and those
companies will not compete more broadly at destination locations. In such
event, the Company will be required to compete with companies that may have
significantly greater resources.
ANTI-TAKEOVER MATTERS
The Company is subject to various factors that could have the effect of
making it more difficult for a party to acquire control of the Company, which
could adversely affect the market price of the Common Stock. The Company's
Certificate of Incorporation grants the Company's Board of Directors (the
"Board") the authority to issue up to 5,000,000 shares of preferred stock, par
value $0.01 per share ("Preferred Stock"), having such rights, preferences and
privileges as designated by the Board without stockholder approval. The rights
of the holders of the Common Stock will be subject to, and may be adversely
affected by, the rights of the holders of any Preferred Stock that may be issued
in the future. In addition, the Company has adopted a Rights Agreement which
provides for the issuance of one right (a "Right") for each outstanding share of
Common Stock. The Rights entitle the holder to purchase, under certain
circumstances, one one-hundredth of a share of the Company's Series A Junior
Participating Preferred Stock at $25.00 per share. The Rights may have the
effect of discouraging an unsolicited takeover proposal. Section 203 of the
Delaware General Corporation Law is also applicable to the Company and contains
provisions that restrict certain business combinations with interested
stockholders. Section 203 may have the effect of inhibiting a non-negotiated
merger or other business combination involving the Company.
THE COMPANY
The Company is the largest vacation ownership company in the United States
in terms of property owners and vacation ownership units constructed. The
Company's 15 resorts are located in 11 states; five resorts are in destination
areas with popular vacation attractions ("Destination Resorts") and 10 regional
resorts are in scenic locations. The Company's principal business is selling
VOIs, commonly known as timeshares, primarily through its innovative points-
based vacation system, FairShare Plus(R). The Company also offers financing for
VOI purchasers, which results in the creation of high-quality, medium-term
contracts receivable with attractive yields. The Company intends to continue to
grow its timeshare business by developing new and existing timeshare resorts in
destination locations, expanding its sales and marketing programs, and making
strategic acquisitions.
The Company's principal executive offices are located at 11001 Executive
Center Drive, Little Rock, Arkansas 72211 and its telephone number is (501) 228-
2700.
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<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of Shares by
the Selling Stockholder.
SELLING STOCKHOLDER
The Shares offered by this Prospectus may be offered from time to time by
the Selling Stockholder. As of the date hereof, John W. McConnell beneficially
owns 290,666 shares of Common Stock (including 162,666 shares which Mr.
McConnell has the right to acquire through the exercise of warrants within 60
days of January 3, 1997 and 53,000 shares held by Mr. McConnell's wife, as to
which Mr. McConnell disclaims beneficial ownership). Of such shares, the 60,000
Shares may be distributed pursuant to this Prospectus. See "Plan of
Distribution." If Mr. McConnell sells all 60,000 Shares, he would own 2.1% of
the Common Stock outstanding on January 3, 1997; however, Mr. McConnell may sell
all, some or none of the Shares, in which case that percentage may be less than
the actual percentage. Mr. McConnell has been with the Company since 1986,
serving as President and Chief Executive Officer since 1991 and a director since
1990.
The Company has registered the Shares for sale to provide the Selling
Stockholder freely tradeable Shares, but this registration does not necessarily
mean that any of the Shares will be offered or sold. The Company has agreed to
bear all expenses incurred in connection with the registration under the
Securities Act and the listing on the NYSE of the Shares. The Selling
Stockholder will bear all other expenses in connection with sales of the Shares.
PLAN OF DISTRIBUTION
Offers and sales of Shares pursuant to this Prospectus may be effected by
the Selling Stockholder from time to time in one or more transactions through
any one or more of the following: (i) to purchasers directly, (ii) in ordinary
brokerage transactions and transactions in which the broker solicits purchasers,
(iii) the pledge of the Shares as security for any loan or obligation, including
pledges to brokers or dealers who may, from time to time, themselves effect
distributions of the Shares or interests therein, (iv) purchases by a broker or
dealer as principal and resale by such broker or dealer for its own account
pursuant to this Prospectus and (v) an exchange distribution in accordance with
the rules of such exchange, including the NYSE, or in transactions in the over-
the-counter market. Such sales may be made at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms.
In effecting sales, brokers or dealers may arrange for other brokers or
dealers to participate. The Selling Stockholder or any successor in interest,
and any brokers, dealers or agents that participate in the distribution of the
Shares, may be deemed to be "underwriters" within the meaning of the Securities
Act, and any profit on the sale of the Shares by them and any discounts,
commissions or concessions (which discounts, commissions, or concessions will
not exceed those customary for the types of transactions involved) received by
any such brokers, dealers or agents may be deemed to be underwriting commissions
or discounts under the Securities Act.
In addition, any of the Shares covered by this Prospectus which qualify for
sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon for the Company by Jones, Day, Reavis &
Pogue, Dallas, Texas.
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EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon included or incorporated by reference therein,
which are incorporated by reference herein. Such consolidated financial
statements are incorporated herein by reference in reliance upon such reports
given upon the authority of such firm as experts in accounting and auditing.
FORWARD-LOOKING INFORMATION
This Prospectus (including the documents incorporated herein by reference)
contains certain forward-looking statements and information relating to the
Company that are based on the beliefs of the Company's management as well as
assumptions made by and information currently available to the Company's
management. When used in this Prospectus, words such as "anticipate,"
"believe," "estimate," "expect," "intend" and similar expressions, as they
relate to the Company or the Company's management, identify forward-looking
statements. Such statements reflect the current views of the Company with
respect to future events and are subject to certain risks, uncertainties and
assumptions, relating to the operations and results of operations of the
Company, competition from national hospitality companies, shifts in customer
demand, economic cycles, availability of financing, as well as the other factors
described in this Prospectus. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results or outcomes may vary materially from those described herein as
anticipated, believed, estimated, expected or intended.
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<PAGE>
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES TO ANY PERSON
OR BY ANYONE IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
________________________________________
TABLE OF CONTENTS
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Page
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Available Information................................................. 2
Incorporation of Certain Documents by Reference....................... 2
Risk Factors.......................................................... 3
The Company........................................................... 5
Use of Proceeds....................................................... 6
Selling Stockholder................................................... 6
Plan of Distribution.................................................. 6
Legal Matters......................................................... 6
Experts............................................................... 7
Forward_Looking Information........................................... 7
</TABLE>
60,000 SHARES
FAIRFIELD
COMMUNITIES, INC.
COMMON STOCK
________________________________
PROSPECTUS
________________________________
,1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses to be incurred in connection with the issuance and
distribution of the Common Stock covered by this Registration Statement are as
follows:
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Securities and Exchange Commission filing fee.. $ 443
Printing expenses.............................. 1,000
Accounting fees and expenses................... 3,500
Legal fees and expenses........................ 3,000
Miscellaneous.................................. 500
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Total.......................................... $8,443
======
</TABLE>
The Company has agreed to bear all expenses incurred in connection with the
registration under the Securities Act and the listing on the NYSE of the Shares.
The Selling Stockholder will bear all other expenses in connection with sales of
the Shares.
ITEM 15. 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.
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ITEM 16. 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 Form of 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).
II-2
<PAGE>
ITEM 17. UNDERTAKINGS
A. The Registrant 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 by the registrant
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 Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 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 Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
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 Registrant 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.
II-3
<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 Little Rock, State of Arkansas, on January 3, 1997.
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 January 3, 1997.
Signatures Title
---------- -----
* President and Chief Executive Officer; Director
- ------------------------
J. W. McConnell (Principal Executive Officer)
* Senior Vice President and Chief Financial Officer
- ------------------------
Robert W. Howeth (Principal Financial Officer)
* Vice President/Controller
- ------------------------
William G. Sell (Chief Accounting Officer)
* 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
*The undersigned, by signing his name hereto, does sign and execute this
Registration Statement pursuant to the Powers of Attorney executed on behalf of
the above-named officers and directors and filed herewith.
/s/ MARCEL J. DUMENY
----------------------------
Marcel J. Dumeny
Attorney-in-Fact
II-4
<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 Form of 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).
II-5
<PAGE>
Exhibit 5.1
-----------
JONES, DAY, REAVIS & POGUE
2001 Ross Avenue
2300 Trammell Crow Center
Dallas, Texas 75201
January 3, 1997
Fairfield Communities, Inc.
11001 Executive Center Drive
Little Rock, Arkansas 72211
Re: Registration of up to 60,000 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 offering by a stockholder of
the Company (the "Selling Stockholder") of up to 60,000 shares (the "Shares") of
common stock, par value $0.01 per share (the "Common Stock"), of the Company.
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 on Form S-3 (the "Registration Statement") filed by the
Company to effect registration of the Shares under the Securities Act of 1933,
as amended, 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
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference of our firm under the caption "Experts" in the
Registration Statement and related Prospectus of Fairfield Communities, Inc.,
for the registration of 60,000 shares of its common stock, and to the
incorporation by reference therein of our reports dated January 29, 1996, with
respect to the consolidated financial statements of Fairfield Communities, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995 and the related financial statement schedule included therein,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Little Rock, Arkansas
January 2, 1997
<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, 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 "Corporation"), one or more Registration
Statements on Form S-3 or any other appropriate form (collectively, the
"Registration Statement"), for the purpose of registering, pursuant to the
Securities Act of 1933, as amended, up to 60,000 shares of common stock, par
value $0.01 per share ("Common Stock"), of the Corporation, and to sign any or
all amendments and any or all post-effective amendments to the 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 attorney or attorneys-in-fact or either of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: January 2, 1997
/s/ Les R. Baledge
-----------------------------------
Les R. Baledge
<PAGE>
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, 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 "Corporation"), one or more Registration
Statements on Form S-3 or any other appropriate form (collectively, the
"Registration Statement"), for the purpose of registering, pursuant to the
Securities Act of 1933, as amended, up to 60,000 shares of common stock, par
value $0.01 per share ("Common Stock"), of the Corporation, and to sign any or
all amendments and any or all post-effective amendments to the 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 attorney or attorneys-in-fact or either of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: January 2, 1997
/s/ Russell A. Belinsky
----------------------------------------
Russell A. Belinsky
<PAGE>
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, 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 "Corporation"), one or more Registration
Statements on Form S-3 or any other appropriate form (collectively, the
"Registration Statement"), for the purpose of registering, pursuant to the
Securities Act of 1933, as amended, up to 60,000 shares of common stock, par
value $0.01 per share ("Common Stock"), of the Corporation, and to sign any or
all amendments and any or all post-effective amendments to the 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 attorney or attorneys-in-fact or either of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: January 2, 1997
/s/ Ernest D. Bennett, III
---------------------------------------------
Ernest D. Bennett, III
<PAGE>
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, 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 "Corporation"), one or more Registration
Statements on Form S-3 or any other appropriate form (collectively, the
"Registration Statement"), for the purpose of registering, pursuant to the
Securities Act of 1933, as amended, up to 60,000 shares of common stock, par
value $0.01 per share ("Common Stock"), of the Corporation, and to sign any or
all amendments and any or all post-effective amendments to the 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 attorney or attorneys-in-fact or either of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: January 2, 1997
/s/ William G. Sell
--------------------------------------------
William G. Sell
<PAGE>
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, 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 "Corporation"), one or more Registration
Statements on Form S-3 or any other appropriate form (collectively, the
"Registration Statement"), for the purpose of registering, pursuant to the
Securities Act of 1933, as amended, up to 60,000 shares of common stock, par
value $0.01 per share ("Common Stock"), of the Corporation, and to sign any or
all amendments and any or all post-effective amendments to the 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 attorney or attorneys-in-fact or either of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: January 2, 1997
/s/ William C. Scott
--------------------------------------------
William C. Scott
<PAGE>
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, 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 "Corporation"), one or more Registration
Statements on Form S-3 or any other appropriate form (collectively, the
"Registration Statement"), for the purpose of registering, pursuant to the
Securities Act of 1933, as amended, up to 60,000 shares of common stock, par
value $0.01 per share ("Common Stock"), of the Corporation, and to sign any or
all amendments and any or all post-effective amendments to the 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 attorney or attorneys-in-fact or either of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: January 2, 1997
/s/ Charles D. Morgan, Jr.
--------------------------------------------
Charles D. Morgan, Jr.
<PAGE>
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, 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 "Corporation"), one or more Registration
Statements on Form S-3 or any other appropriate form (collectively, the
"Registration Statement"), for the purpose of registering, pursuant to the
Securities Act of 1933, as amended, up to 60,000 shares of common stock, par
value $0.01 per share ("Common Stock"), of the Corporation, and to sign any or
all amendments and any or all post-effective amendments to the 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 attorney or attorneys-in-fact or either of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: January 2, 1997
/s/ J. W. McConnell
--------------------------------------------
J. W. McConnell
<PAGE>
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, 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 "Corporation"), one or more Registration
Statements on Form S-3 or any other appropriate form (collectively, the
"Registration Statement"), for the purpose of registering, pursuant to the
Securities Act of 1933, as amended, up to 60,000 shares of common stock, par
value $0.01 per share ("Common Stock"), of the Corporation, and to sign any or
all amendments and any or all post-effective amendments to the 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 attorney or attorneys-in-fact or either of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: January 2, 1997
/s/ Bryan D. Langton
--------------------------------------------
Bryan D. Langton
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Marcel J. Dumeny the true and lawful attorney-in-fact,
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
"Corporation"), one or more Registration Statements on Form S-3 or any other
appropriate form (collectively, the "Registration Statement"), for the purpose
of registering, pursuant to the Securities Act of 1933, as amended, up to 60,000
shares of common stock, par value $0.01 per share ("Common Stock"), of the
Corporation, and to sign any or all amendments and any or all post-effective
amendments to the 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 attorney-in-fact 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 attorney or his substitute may lawfully do or cause to be done by
virtue hereof.
Dated: January 2, 1997
/s/ Robert W. Howeth
--------------------------------------------
Robert W. Howeth
<PAGE>
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, 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 "Corporation"), one or more Registration
Statements on Form S-3 or any other appropriate form (collectively, the
"Registration Statement"), for the purpose of registering, pursuant to the
Securities Act of 1933, as amended, up to 60,000 shares of common stock, par
value $0.01 per share ("Common Stock"), of the Corporation, and to sign any or
all amendments and any or all post-effective amendments to the 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 attorney or attorneys-in-fact or either of them or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Dated: January 2, 1997
/s/ Philip L. Herrington
--------------------------------------------
Philip L. Herrington
