UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
FAIRFIELD COMMUNITIES, INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
304231301
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(CUSIP number)
DANIEL E. REED, ESQ.
GREENBERG, TRAURIG, HOFFMAN,
LIPOFF, ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0827
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(Name, address and telephone number of person
authorized to receive notices and communications)
APRIL 27, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
[ ] box.
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
(Page 1 of __ Pages)
<PAGE>
CUSIP NO. 304231301 SCHEDULE 13D PAGE 2 OF __ PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RALPH P. MULLER
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ]
(b)
[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ---------------------------- ------ -------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 4,302,480
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER 13,000
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9 SOLE DISPOSITIVE POWER 4,302,480
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10 SHARED DISPOSITIVE POWER 13,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,315,480
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.57%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
1 SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value $.01 per share (the
"Common Stock"), of FAIRFIELD COMMUNITIES, INC. ("Fairfield"). The
executive offices of Fairfield Communities, Inc. are located at 2800
Cantrell Road, Little Rock, Arkansas.
2 IDENTITY AND BACKGROUND.
Ralph P. Muller ("Muller") is a Florida resident. Mr. Muller resides at 64b
S.E. 5th Avenue, Delray Beach, Florida 33483. Mr. Muller is currently a
private investor and is not otherwise employed by any entity.
Muller has not been convicted in a criminal proceeding in the last five
years.
During the last five years, Muller has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
which resulted in it being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws.
Muller is a United States citizen.
3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On August 8, 1997, Fairfield signed a definitive Agreement and Plan of
Merger (the "Merger Agreement") with FCVB Corp. ("FCVB"), a wholly-owned
subsidiary of Fairfield, and Vacation Break U.S.A., Inc. ("VBUSA"). The
Merger Agreement provided for the merger (the "Merger") of FCVB with and
into VBUSA. Upon the consummation of the Merger which occurred on December
19, 1997 and pursuant to the terms of the Merger Agreement, each issued and
outstanding share of common stock of VBUSA converted into .6075 share of
Common Stock, the separate existence of FCVB terminated and VBUSA became a
wholly-owned subsidiary of Fairfield. By virtue of Muller's holdings of
VBUSA common stock immediately prior to the Merger, and pursuant to the
Merger Agreement, Muller became the beneficial holder of 6,315,480 (post
first quarter of 1998 stock split) shares of Common Stock upon the closing
of the Merger.
4 PURPOSE OF TRANSACTION.
Muller has acquired the Common Stock in connection with the above-described
merger transaction and not with the view to, or for resale in connection
with, any distribution thereof. Muller has no present intention of selling,
granting any participation in, or otherwise distributing the Common Stock.
The shares of the Common Stock of Fairfield owned by Muller have been
registered under the Securities Act of 1933, as amended.
5 INTEREST IN SECURITIES OF ISSUER.
To the best knowledge of Muller, Muller is the beneficial owner of
4,315,480 shares of Common Stock or approximately 9.57% of the Common Stock
currently outstanding. Muller has the sole power to vote and dispose of
4,302,480 of his shares of Common Stock and is deemed to share
<PAGE>
voting and dispositive power of 13,000 shares of Common Stock held in the
name of Muller's wife.
6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
(i) Mr. Muller granted an option to Ms. Joyce North permitting her
to acquire at her discretion 425,250 shares of Common Stock at a price per
share of $4.11; and
(ii) Mr. Muller is party to a certain Loan and Pledge Agreement with
Morgan Stanley & Co. International Limited dated October 17, 1997 pursuant
to which Mr. Muller has pledged an aggregate of 3,645,000 shares of Common
Stock to secure a loan from Morgan Stanley & Co. Incorporated.
7 MATERIAL TO BE FILED AS EXHIBITS.
Agreement and Plan of Merger by and among Fairfield, FCVB and VBUSA dated
August 8, 1997*
Option Agreement between Ralph P. Muller and Joyce North*
Loan and Pledge Agreement between Morgan Stanley & Co. International
Limited and Ralph P. Muller.*
*Filed in Mr. Muller's initial Schedule 13D
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
MAY 5, 1998
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(Date)
/s/ RALPH P. MULLER
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Ralph P. Muller
