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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FAIRFIELD COMMUNITIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 71-0390438
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
8669 Commodity Circle, Suite 200, Orlando, Florida 32819
(Address of Principal Executive Offices)
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| If this form relates to the |If this form relates to the |
| registration of a class of securities |registration of a class of securities |
| pursuant to Section 12(b) of the |pursuant to Section 12(g) of the |
| Exchange Act and is effective |Exchange Act and is effective |
| pursuant to General Instruction |pursuant to General Instruction |
| A.(c), please check the following |A.(d), please check the following |
| box. [X] |box. [ ] |
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Securities Act registration statement file number to which this form relates:
N/A
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Name of Each Exchange on Which
Registered each Class is to be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
with respect to Common Stock,
$0.01 Par Value
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
On November 1, 2000, the board of directors of Fairfield Communities, Inc.
("Fairfield"), approved Amendment No. 2, dated as of November 1, 2000 (the
"Amendment"), to the Rights Agreement, dated as of September 1, 1992, as
amended, between Fairfield and The First National Bank of Boston a/k/a Bank of
Boston, N.A. and by succession Fleet National Bank (as successor to Society
National Bank). The Amendment made the provisions of the Rights Agreement
inapplicable to the transactions contemplated by the Agreement and Plan of
Merger, dated as of November 1, 2000, by and among Fairfield, Grand Slam
Acquisition Corp., a Delaware corporation, and Cendant Corporation, a Delaware
corporation.
The foregoing description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, a copy of which is filed as an
exhibit to this registration statement and incorporated herein by this
reference. Copies of the Rights Agreement are available free of charge from
Fairfield.
Item 2. Exhibits.
Number Description
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1 Amendment No. 2, dated as of November 1, 2000, to the Rights
Agreement, dated as of September 1, 1992, as amended, between
Fairfield Communities, Inc. and The First National Bank of
Boston a/k/a Bank of Boston, N.A. and by succession Fleet
National Bank (as successor to Society National Bank)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
FAIRFIELD COMMUNITIES, INC.
By: /s/ Marcel J. Dumeny
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Name: Marcel J. Dumeny
Title: Executive Vice President
Date: November 14, 2000
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EXHIBIT INDEX
Number Description
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1 Amendment No. 2, dated as of November 1, 2000, to the Rights
Agreement, dated as of September 1, 1992, as amended, between
Fairfield Communities, Inc. and The First National Bank of
Boston a/k/a Bank of Boston, N.A. and by succession Fleet
National Bank (as successor to Society National Bank)
