Rule 425
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Filer: Carnival Corporation
Subject Company: Fairfield Communities, Inc.
Subject Company Company Exchange Act File No. 1-8096
Investors should carefully review the proxy and registration statements with
respect to the proposed transaction when they are filed with the Securities and
Exchange Commission before making any decisions concerning the proposed
transaction because they contain important information. Investors can get copies
of documents filed with the Securities and Exchange Commission for free at the
Commission's Internet site at http://www.sec.gov. A proxy statement and
prospectus with respect to the proposed transaction will also be made available
for free to Fairfield stockholders by Carnival and Fairfield.
* * *
FOR IMMEDIATE RELEASE
---------------------
CARNIVAL CORPORATION TO ACQUIRE FAIRFIELD COMMUNITIES
IN $775 MILLION TRANSACTION
Fairfield is one of the Largest and Most Successful
Vacation Ownership Companies
Transaction is an Extension of Carnival as One of the
Leading Vacation Companies in the World
Provides Carnival with Access to Fairfield's Large Pool of Seasoned Travelers
Provides Fairfield With Expanded Sales and Marketing Opportunities
MIAMI (01/24/00) -- Carnival Corporation, the world's largest cruise
vacation company (NYSE: CCL), and Fairfield Communities, Inc (NYSE: FFD), one of
America's largest vacation ownership companies, today announced they have
entered into a letter of intent whereby Carnival will acquire Fairfield in a
strategic merger. Under the proposed transaction, Fairfield would become a
wholly owned subsidiary of Carnival.
The transaction is to be structured as a tax-free reorganization in
which stockholders of Fairfield will receive .3164 share of Carnival common
stock for each Fairfield common share owned. Based on Carnival's closing price
during the last 10 trading days, the exchange ratio implies a per share price of
$15.61 for each Fairfield share, representing a premium of 54% over the average
closing price of Fairfield's common stock during the same period. This values
Fairfield's equity at $725 million. Including assumption of $50 million of
Fairfield debt, the total value of the transaction is $775 million.
<PAGE>
Both parties intend that the transaction will be treated as a
pooling-of-interest for accounting purposes. The transaction is expected to be
accretive to Carnival's earnings per share in 2000. Fairfield serves more than
278,000 vacation-owning households, which totals approximately 640,000
individuals, and has 28 resorts throughout North America with six resorts under
development. Fairfield has been successfully selling Carnival brand cruises
through its innovative points based vacation program (FairShare Plus(R)) since
1996 and is the largest purchaser of Carnival cruises among vacation ownership
companies. Fairfield operates one of the largest points-based vacation systems
in the world. Through this highly flexible system, owners are able to use their
points for vacation experiences throughout the world. The fastest growing
exchange request within the FairShare Plus(R) system is for cruises.
According to Micky Arison, Carnival's chairman and CEO, the transaction
would give Carnival access to a large pool of seasoned travelers, many of whom
are experienced cruisers. Approximately 72% of Fairfield's customers have
expressed an interest in cruising and 52% of Fairfield's customers have taken a
cruise. Arison pointed out that the vacation ownership concept does more than
provide "customers for life," in fact, it lasts beyond that, as the interests
are passed down and remain in families.
"I believe this will be a very synergistic combination of two large
leisure and vacation companies serving the best interest of the stockholders of
both Carnival and Fairfield," Arison said. "The wide-ranging opportunities
presented by this transaction should allow us to capitalize on the tremendous
brand, marketing and sales channels that exist between the two companies," he
added. Arison noted that he looks forward to working with Fairfield's strong
management team.
Jim Berk, president and CEO of Fairfield, said that the transaction
allows the company to align itself with the world's largest cruise company and
leverage Carnival's global brand awareness, financial strength and reputation
for high quality, value-oriented vacation products. He also indicated he
believes this will enable Fairfield to accelerate the expansion of its business.
"We believe the vacation ownership companies that will enjoy the greatest
success in the future will do so as part of a large, well-branded company as we
are now seeing with Marriott, Four Seasons and Disney," he said.
<PAGE>
"Fairfield stockholders should be enthusiastic about this transaction, as
Carnival not only possesses tremendous brand recognition with consumers but also
is one of the world's fastest growing and most dynamic vacation companies," he
added.
Berk pointed out that Carnival's stature as a worldwide vacation leader
was validated in a 1999 Business Week magazine performance survey of S&P 500
companies in which Carnival ranked 33rd and was the only company in the "leisure
time industry" category to make the top 50.
Carnival has been seeking an acquisition in the vacation industry with
the potential to achieve high returns and opportunities for significant growth.
"This transaction is in line with that strategy, as both Carnival and Fairfield
are characterized by aggressive strategic expansion, strong margins and
leadership positions within their respective segments of the leisure travel
industry. In addition, our guests share extremely similar demographic
attributes," Arison said.
Completion of the transaction is conditioned upon the receipt of all
corporate, stockholder, regulatory and government approvals and other customary
conditions, including completion of satisfactory due diligence and definitive
documentation. No assurance can be given that the foregoing conditions will be
satisfied or that the transaction will be finalized.
Fairfield's stockholders should carefully review the proxy and
registration statements when they are filed with the Securities and Exchange
Commission with respect to the proposed transaction before making any decisions
concerning the proposed transaction.
Carnival Corporation is comprised of Carnival Cruise Lines, the world's
largest cruise line based on passengers carried, Holland America Line, Windstar
Cruises, Cunard Line Limited, which operates the Cunard and Seabourn cruise
brands, and interests in Costa Cruises and Airtours plc. Combined, Carnival
Corporation's various brands operate 45 ships in the Caribbean, Alaska, Europe
and other worldwide destinations.
Fairfield is one of the largest vacation ownership companies in North
America. The company markets vacation products and manages resort properties
that provide quality vacation experiences at 28 locations in 11 states and the
Bahamas, to more than
<PAGE>
278,000 vacation-owning households. Fairfield currently has six new properties
under development.
Carnival Corporation has scheduled an analyst call for 11 a.m. (EST)
today to discuss the proposed transaction. Interested parties who would like to
listen to the call may do so via a simulcast on the company's Web site at
www.carnivalcorp.com.
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NOTE: Statements in this press release relating to matters that are not
historical facts are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors, which may
cause the actual results, performances or achievements of Carnival and Fairfield
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include
general economic and business conditions, changes in cruise industry capacity
and competition, interest rate trends, availability of real estate properties,
changes in tax and other laws and regulations affecting Carnival and Fairfield
and other factors, which are described in further detail in the companies'
filings with the Securities and Exchange Commission.
CONTACTS:
For Carnival Corporation:
Tim Gallagher - (305) 599-2600, ext. 16000
For Fairfield Communities:
Jim Berk - (407) 370-5200
Morgen Walke Associates
(212) 850-5600
Michele Katz/Ian Hirsch
Press: Stacey Reed
NOTE TO EDITORS: A Fairfield fact sheet is attached.
<PAGE>
FAIRFIELD COMMUNITES, INC.
FACT SHEET
GENERAL COMPANY DESCRIPTION
Fairfield Communities, Inc. is one of the largest vacation ownership
companies in the United States. The Company markets vacation products and
manages resort properties, providing quality vacation experiences at 28
locations in 11 states and the Bahamas to over 250,000 Fairfield owners. The
common stock trades on the New York Stock Exchange under the symbol "FFD."
OWNERS (as of 12/31/99)
FairShare Plus 106,054
Fixed week 102,205
Discovery 28,463
Lot 38,212
Select Vacation Club 3,491
Total Owners: 278,425
FAIRFIELD RESORTS AND SALES CENTERS
Vacation Ownership Resorts: 28 resorts in 11 states
Resorts under development: 6
Rental Resorts: 1
Urban Sales Centers: 5
OTHER RESORTS
Affiliate Resorts - Resorts which have an agreement with Fairfield to
participate in the FairShare Plus program. Accommodations at the resort through
FairShare Plus become available as these enrollments take place.
Associate Resorts - Resorts where Fairfield has acquired accommodations which
are available in the FairShare Plus system for a limited period of time.
EMPLOYEES (active as of 12/31/99) 5,404 employees
UNITS
Approximate number of timeshare units manages and/or developed: 3,200
PROGRAMS
FairShare - Vacation ownership of a fixed week at a fixed location. The
FairShare Exchange (FAX) system offers internal exchanges to participating
Fairfield resorts during three designated seasons.
FairShare Plus - The reservation system that allows members to use points
which are symbolic of their vacation ownership to make reservations at
participating resorts. Members choose the location, season, length of stay and
size of the unit.
Ambassador Referral Program - The program where members can earn credits
when their friends and family members visit a Fairfield sales location and
purchase LeisurePlan.
LeisurePlan - A travel-related benefits program that offers travel,
entertainment and recreational opportunities and discounts.
Discovery Vacations - A short-term membership in the FairShare Plus and
LeisurePlan programs.
VCI (Vacation Clearinghouse International) - The Fairfield program which
provides additional resort rentals and listing service for resort rentals and
resales.
Select Vacation Club - A membership product that offers cash-back savings
on travel-related services.
<PAGE>
Vacations-To-Go Hotline - An automated call-in service (1-800-851-5730)
which provides a listing of last-minute vacation accommodations available at
discounted values.
CORPORATE OFFICES
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8669 Commodity Circle, Suite 200
Orlando, FL 32819
407-370-5200
11001 Executive Center Drive
Little Rock, AR 72211
501-228-2700
6400 North Andrews Avenue, Suite 200
Fort Lauderdale, FL 33309
954-351-8500
