<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Fairfield Communities, Inc.
-------------------------------
(Name of Issuer)
Common Stock
----------------------------
(Title of Class of Securities)
304231301
------------
(CUSIP Number)
April 27, 1998
------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13G
CUSIP NO. 304231301
---------
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO'S. OF ABOVE PERSONS (ENTITIES ONLY).
Stephens Group, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
-----------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Arkansas
Number of Shares Beneficially Owned by Each Reporting Person With:
5. SOLE VOTING POWER 1,114,800
6. SHARED VOTING POWER 2,050,000
7. SOLE DISPOSITIVE POWER 1,114,800
8. SHARED DISPOSITIVE POWER 2,229,866
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 3,344,666
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9) 7.35%
12. TYPE OF REPORTING PERSON HC
<PAGE> 3
SCHEDULE 13G
CUSIP NO. 304231301
---------
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NO'S. OF ABOVE PERSONS (ENTITIES ONLY).
Stephens Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
-----------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Arkansas, USA
Number of Shares Beneficially Owned by Each Reporting Person With:
5. SOLE VOTING POWER -0-
6. SHARED VOTING POWER 2,050,000
7. SOLE DISPOSITIVE POWER -0-
8. SHARED DISPOSITIVE POWER 2,229,866
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 2,229,866
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9) 4.90%
12. TYPE OF REPORTING PERSON BD
<PAGE> 4
CUSIP NO. 304231301
----------
ITEM 1.
(a) Name of Issuer: Fairfield Communities, Inc.
(b) Address of Issuer's Principal Executive Offices:
11001 Executive Center Drive
Little Rock, Arkansas 72211
ITEM 2.
(a) Name of Person Filing: Stephens Group, Inc.
Stephens Inc.
(b) Address of Principal Business Office or, if none, Residence
111 Center Street
Little Rock, Arkansas 72201
(c) Citizenship: Arkansas, USA
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 304231301
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b),
OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
N/A
ITEM 4. OWNERSHIP. PROVIDE THE FOLLOWING INFORMATION REGARDING THE
AGGREGATE NUMBER AND PERCENTAGE OF THE CLASS OF SECURITIES OF
THE ISSUER IDENTIFIED IN ITEM 1.
<TABLE>
<S> <C>
(a) Amount beneficially owned: 3,344,666
(b) Percent of class: 7.35%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,114,800
(ii) Shared power to vote or to direct the vote: 2,050,000
(iii) Sole power to dispose or to direct the disposition of: 1,114,800
(iv) Shared power to dispose or to direct the disposition of: 2,229,866
</TABLE>
<PAGE> 5
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. [ ]
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Stephens Group, Inc. as parent of Stephens Inc. has shared power of
voting and of disposition with respect to shares owned by Stephens Inc. for its
own account. Stephens Inc. holds some shares in advisory accounts for clients.
Stephens Inc. has shared power of disposition, but not voting power and no
economic interest with respect to the shares held in client advisory accounts.
The number of shares reported as being owned by Stephens Group, Inc.
and Stephens Inc. as of April 27, 1998 reflect the acquisition by Stephens Inc.
of 2,250,000 shares and the immediate transfer of 500,000 shares to Stephens
Group, Inc.
In addition to the shares reported in Item 4, principals of Stephens
Group, Inc. own 568,600 shares of Fairfield Communities, Inc. common stock.
Stephens Group, Inc. has no voting power or dispositive power over such shares
and disclaims beneficial ownership of these shares.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY. N/A
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP N/A
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 5, 1998
------------------------------------
Date
Stephens Group, Inc.
By: /s/ C. RAY GASH
---------------------------------
C. Ray Gash
Senior Vice President
