SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10K/A (No. 2)
AMENDMENT NO. 2 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
--- ---
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 eleventh
through seventeenth paragraphs thereof and inserting the
following paragraphs.
OTHER RESORTS
Fairfield's array of resorts offers a variety of vacation
experiences which are intended 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 and, as indicated below, golf courses,
equestrian facilities and ski slopes at some of the
resorts. Many of Fairfield's units offer full-size,
fully equipped kitchens, fireplaces, private whirlpool
spas, VCRs, washers and dryers, and more.
Fairfield Branson at the Falls, Fairfield's original
Branson development has 54 units. The second Branson
development, Fairfield Branson at the Meadows, is
partially completed with a planned 232-unit capacity when
fully developed. Both developments provide convenient
access to the 10-mile stretch of Highway 76 where over 30
indoor theaters provide entertainment. The Branson/Lakes
area also offers boating, fishing, swimming, waterskiing,
sailing, scuba diving and parasailing on three lakes,
Table Rock, Lake Taneycomo and Bull Shoals. Theme parks
such as Silver Dollar City and White Water are among
other attractions in the area.
Fairfield Williamsburg is located just 10 miles from
Jamestown, the first English speaking settlement in North
America, and 15 miles from Yorktown, where the last
battle of the American Revolution was fought. Three
miles from the resort is Busch Gardens amusement park.
Fairfield Bay offers 217 units in the Ozark foothills and
a lighted 10-court tennis center. Mountain Ranch Golf
Course is the heart of the resort. The Ozark National
Forest is available for hiking and camping, and the Ozark
Folk Center features performances and craft shows and
demonstrations year-round. Blanchard Springs Caverns is
nearby, as are the trout fishing waters of the White and
Little Red Rivers. Fairfield Bay is located on the
40,000-acre Greers Ferry Lake, which has over 300 miles
of shoreline.
Located in Flagstaff, Arizona, Fairfield Flagstaff
provides 125 units in four seasons of resort vacationing.
Fairfield Flagstaff is approximately 75 miles from the
Grand Canyon and 25 miles from Sedona. Nearby Arizona
Snowbowl offers a sky-ride in the summer, as well as
downhill and cross-country skiing in the winter. The
resort offers swimming, golf, tennis, horseback riding
and shopping.
Fairfield Glade in Tennessee offers one 27-hole and three
18-hole golf courses. The resort has 358 units and is
surrounded by 11 lakes. Hobby and social clubs, arts and
crafts fairs, local shops and outlet malls are nearby,
along with the Cumberland County Playhouse. Horseback
riding and indoor and outdoor swimming pools and tennis
courts are available to vacationers. Nearby attractions
include the Fall Creek Falls and Cumberland Mountain
State Parks, Great Smokey Mountains National Park, as
well as Dolly Parton's Dollywood and the American Museums
of Atomic Energy and Fine Arts.
Harbortown Point is located in Ventura Harbor,
California, between Santa Barbara and Los Angeles and has
57 units. In addition to the public beaches and water
activities surrounding the resort, on-site facilities
include a heated swimming pool and two glass-enclosed
whirlpools. Channel Island National Park, the only
aquatic national park in the continental United States,
is just beyond the resorts docks. Harbortown Point's
boat rentals include sailboats, fishing boats, paddle
boats and boardsails.
Fairfield Harbour, located in New Bern, North Carolina is
surrounded by historical towns and attractions, such as
Bath, incorporated in 1705 as the state's first town.
Beaufort, founded in 1709, features restorations of 18th
and 19th century homes and businesses. Nearby Tryon
Palace is a classical Georgian mansion that once served
as the North Carolina capitol. The recreation center at
Fairfield Harbour includes an indoor and outdoor pool,
whirlpool spa, exercise room with sauna, miniature golf,
playground, video game room and community center. The
city of New Bern offers shopping centers, marina
facilities, restaurants and nightclubs.
Fairfield Mountains, in Lake Lure, North Carolina offers
215 units amid the Blue Ridge Mountains, just 45 miles
east of Asheville, North Carolina. Lake Lure and Bald
Mountain Lake both offer bass fishing, as well as boating
and private beaches. The Bald Mountain and Apple Valley
golf courses are open year-round. Guided trips are
available to Chimney Rock Park for hiking and exploring
caves and waterfalls, as well as white water rafting and
boat cruises. Nearby attractions include Oconaluftee
Indian Village, a replica of a Cherokee Indian Village,
and the Biltmore House and Gardens, built in the 19th
century.
Fairfield Ocean Ridge, in Edisto Island, South Carolina
is located 45 miles from Charleston, South Carolina.
Fairfield Ocean Ridge offers four tennis courts, an
outdoor swimming pool, bicycle rental, miniature golf,
and an 18-hole golf course. Shelling, swimming and
sailing in the ocean are also attractions at Fairfield
Ocean Ridge.
Fairfield Pagosa, in Pagosa Springs, Colorado has five
lakes on the property and is bordered by two-and-a-half
million acres of national forest and wilderness. Nearby
is Wolf Creek Ski area. On-site, Fairfield Pagosa has 27
holes of golf, seven tennis courts, mini-golf and other
family activities. The resort's recreation center features
an indoor pool, spa and racquetball courts, as well as
fitness equipment and aerobics classes.
Fairfield Plantation is an entire resort community just
45 miles west of Atlanta, Georgia. The resort features
80 units. There are three lakes which provide fishing
and water sports. The tennis center's courts are lighted
for evening play, and there is an 18-holes golf course, a
miniature golf course and a playground. For swimming,
the resort has its own private beach and three outdoor
pools.
Fairfield Sapphire Valley includes 194 units. The resort
lies in the foothills of the Blue Ridge Mountains, 60
miles south of Asheville, North Carolina. The Pisgah
National Forest and Great Smokey Mountains National Park
offer backpacking and other outdoor activities. The
Horsepasture and the Tuckasegee Rivers are nearby and
offer trout fishing and the Nantahala and Chattooga
Rivers of western North Carolina offer white water
rafting. Sapphire Stables provides horseback riders with
excursions through the countryside. There is also skiing
in the winter months and golfing is available.
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 31, 1997 /s/William G. Sell
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William G. Sell, Vice President/
Controller (Chief Accounting Officer)
