<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1998
Registration No. 333-16605
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
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 Number)
11001 EXECUTIVE CENTER DRIVE
LITTLE ROCK, ARKANSAS 72211
(501) 228-2700
(Address of Principal Executive Offices)
FAIRFIELD COMMUNITIES, INC.
FIRST AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
MARCEL J. DUMENY, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
FAIRFIELD COMMUNITIES, INC.
8669 COMMODITY CIRCLE
ORLANDO, FLORIDA 32819
(407) 370-5200
(Name, Address and Telephone Number of Agent for Service)
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EXPLANATORY NOTE
The information called for by Part I of Form S-8 is included in the
description of the Fairfield Communities, Inc. First Amended and Restated
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, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1998 and June 30, 1998; and
(c) 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 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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.
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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 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Second Amended and Restated Certificate of Incorporation of the
Company (previously filed as Exhibit 3.8 to the Form 8-K, filed by the
Registrant on September 1, 1992, SEC File No. 92-22-6962, and
incorporated herein by reference).
4.2 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Company (previously filed as Exhibit 4.2 to the
Registrant's Registration Statement, SEC File No. 333-42901, on Form
S-8, and incorporated herein by reference).
4.3 Fifth Amended and Restated Bylaws of the Company (previously filed
as Exhibit 3.(ii) to the Form 8-K filed by the Registrant on May 22,
1996, SEC File No. 001-08096, and incorporated herein by reference).
4.4 Fairfield Communities, Inc. First Amended and Restated Employee
Stock Purchase Plan (filed herewith).
5.1 Opinion of Jones, Day, Reavis & Pogue (previously filed).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Pricewaterhouse Coopers LLP (filed herewith).
23.3 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page hereof).
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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 of 1933;
(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
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the 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 of 1933, 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.
(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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
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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 Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Little Rock, State
of Arkansas on August 28, 1998.
FAIRFIELD COMMUNITIES, INC.
By: /s/ J. W. McConnell
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J. W. McConnell
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John W.
McConnell, Robert W. Howeth and Marcel J. Dumeny, and each of them acting
individually, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this 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
agents, and each of them acting individually, full power and authority to do and
perform each and every act and thing necessary or advisable 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 and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement on Form S-8 has been signed
below by the following persons in the capacities indicated on August 28, 1998.
SIGNATURES TITLE
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/s/ J.W. McConnell President and Chief Executive Officer; Director
- ------------------------ (Principal Executive Officer)
J.W. McConnell
/s/ Robert W. Howeth Senior Vice President and Chief Financial Officer
- ------------------------ (Principal Financial Officer)
Robert W. Howeth
/s/ William G. Sell Vice President, Controller and Chief Accounting
- ------------------------ Officer
William G. Sell (Principal Accounting Officer)
/s/ Les R. Baledge Director
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Les R. Baledge
/s/ Ernest D. Bennett, III Director
- --------------------------
Ernest D. Bennett, III
/s/ Philip L. Herrington Director
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Philip L. Herrington
/s/ Gerald Johnston Director
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Gerald Johnston
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/s/ Bryan D. Langton Director
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Bryan D. Langton
Director
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Charles D. Morgan
/s/ Ralph P. Muller, III Director
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Ralph P. Muller, III
/s/ William C. Scott Director
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William C. Scott
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Second Amended and Restated Certificate of Incorporation of the
Company (previously filed as Exhibit 3.8 to the Form 8-K, filed
by the Registrant on September 1, 1992, SEC File No. 92-22-6962,
and incorporated herein by reference).
4.2 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Company (previously filed as Exhibit 4.2 to
the Registrant's Registration Statement, SEC File No. 333-42901,
on Form S-8, and incorporated herein by reference).
4.3 Fifth Amended and Restated Bylaws of the Company (previously
filed as Exhibit 3.(ii) to the Form 8-K filed by the Registrant
on May 22, 1996, SEC File No. 001-08096, and incorporated herein
by reference).
4.4 Fairfield Communities, Inc. First Amended and Restated Employee
Stock Purchase Plan (filed herewith).
5.1 Opinion of Jones, Day, Reavis & Pogue (previously filed).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Pricewaterhouse Coopers LLP (filed herewith).
23.3 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page hereof).
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Exhibit 4.4
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FAIRFIELD COMMUNITIES, INC.
FIRST AMENDED AND RESTATED 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, commission and cash bonus payments
(including any amounts which have been deducted for 401(k) plans, salary
reduction deferral agreements, Section 125 cafeteria-style plans, etc., but
excluding moving expenses, severance pay, benefit plan distributions,
disability, etc.)) (minimum of $5.00 per pay period). You may not, however,
purchase more than $25,000 of Common Stock per year through payroll deductions
under the Plan. 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 participants' accounts.
The Broker will apply the amount accumulated during each month through payroll
deductions to the purchase of shares of Common Stock. Purchases of Common Stock
under the Plan will be made by the Broker as soon as administratively convenient
following the end of the month for which payroll deductions were accumulated.
You will bear the entire risk of changes in the market price of the Common Stock
from the time that the payroll deductions are made and the Common Stock is
purchased by the Broker and after the Common Stock is purchased for your
benefit.
Purchases of Common Stock under the Plan may be made from shares held in
the Company treasury or, if the Broker is so directed by the Company, in open
market transactions. If Common Stock is purchased from the Company's treasury
shares, the purchase price will be 85% of the closing price per share 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
<PAGE>
day of the month for which payroll deductions were accumulated. If Common Stock
is purchased by the Broker in the open market, the purchase price will be equal
to the actual purchase price per share paid by the Broker in the open market
transaction, with you paying 85% of the purchase price and the remaining 15%
being paid by the Company. If open market purchases under the Plan for any month
are made by the Broker at different prices, the portion of the purchase price
paid by the participants through payroll deduction will be 85% of the average
purchase price per share for all shares of Common Stock purchased for the Plan
for that month with the Company paying the remainder. The number of shares of
Common Stock purchased for your account will be the number of shares obtained by
dividing your payroll deductions for the month (plus, in the case of open market
purchases, the portion of the purchase price paid by the Company) by the
applicable purchase price per share. 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.
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. You will not receive any discount from the
market price of Common Stock for direct purchases.
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.
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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 (or deposit the funds in your brokerage account), 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.
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
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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 became effective on or about January 1, 1997. A maximum of 526,364
shares of Common Stock (as adjusted for the 3-for-2 share stock split which
became effective on July 15, 1997 and as further adjusted for the 2-for-1 share
stock split which became effective on January 30, 1998) are available for
purchase under the Plan. Upon the purchase of all 526,364 shares (whether from
the Company or in open market transactions), the Plan will terminate, unless
extended by the Company. Through August 20, 1998, 134,382 shares of Common Stock
had been purchased under the Plan. 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.
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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
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Exhibit 23.1
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Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Post-Effective Amendment No. 1 to Form S-8) regarding the Fairfield
Communities, Inc. Employee Stock Purchase Plan of our report dated February 2,
1998, 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, 1997 and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Little Rock, Arkansas
August 27, 1998
<PAGE>
Exhibit 23.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8 (Post Effective
Amendment No. 1) of our report dated March 14, 1997, except for Notes 22 and 24,
as to which the date is October 9, 1997, on our audits of the consolidated
financial statements of Vacation Break U.S.A., Inc. as of December 31, 1996, and
for the two years in the period ended December 31, 1996, appearing in the
registration statement on Form S-4 (SEC Registration No. 333-39615) of Fairfield
Communities, Inc. filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933.
Pricewaterhouse Coopers LLP
Miami, Florida
August 28, 1998
