Item 3. LEGAL PROCEEDINGS - ------ ----------------- The information required by Item 3 is incorporated herein by reference to Note 14 - ----------- Contingencies of "Notes to Consolidated Financial ------------- Statements" included in the Registrant's Annual Report to Stockholders for the year ended December 31, 1996.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------ ---------------------------------------------------
No matters were submitted to a vote of stockholders during the fourth quarter of 1996.
Executive Officers of the Registrant - ------------------------------------
The following is a listing of the executive officers of the Company, none of whom has a family relationship with directors or other executive officers:
John W. McConnell, age 55, has been with Fairfield since 1986, serving as President and Chief Executive Officer since 1991; President and Chief Operating Officer from 1990 to 1991 and Senior Vice President and Chief Financial Officer prior thereto.
Marcel J. Dumeny, age 46, has been with Fairfield since 1987, serving as Senior Vice President and General Counsel since 1989 and Senior Vice President/Law and Development prior thereto.
Clay G. Gring, Sr., age 65, has been with Fairfield since 1991, serving as Senior Vice President/Chief Operating Officer since January 1996 and Senior Vice President/Leisure Products Group prior thereto. Mr. Gring was self-employed from 1984 to 1991, specializing in the development and management of real estate properties, including resort communities and hospitality related properties.
Franz Hanning, age 43, has been with Fairfield since 1982, serving as Senior Vice President, Corporate Sales since January 23, 1997; Regional Vice President from 1991 to January 23, 1997 and Vice President/Sales - Fairfield Williamsburg from 1990 to 1991.
Robert W. Howeth, age 49, has been with Fairfield since 1975, serving as Senior Vice President and Chief Financial Officer since April 1996; Senior Vice President, Chief Financial Officer and Treasurer from 1994 to April 1996; Senior Vice President and Treasurer from 1993 to 1994 and Senior Vice President/Planning and Administration from 1990 to 1993.
Mark Nuzzo, age 45, has been with Fairfield since 1983, serving as Vice President of Property Management since 1995 and as Vice President of Resort Operations from 1991 to 1995.
William G. Sell, age 43, has been with Fairfield since 1981, serving as Vice President, Controller and Chief Accounting Officer since 1988.
PART II -------
Item 5.
Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED - ------ ------------------------------------------------ STOCKHOLDER MATTERS ------------------- Information required by Item 5 is incorporated herein by reference to Common Stock ------------ Prices included in the Registrant's Annual Report ------ to Stockholders for the year ended December 31, 1996.
Item 6.
Item 6. SELECTED FINANCIAL DATA - ------ -----------------------
Information required by Item 6 is incorporated herein by reference to Selected -------- Financial and Other Data included in the ----------------------------- Registrant's Annual Report to Stockholders for the year ended December 31, 1996.
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL - ------ ------------------------------------------------- CONDITION AND RESULTS OF OPERATIONS ----------------------------------- Information required by Item 7 is incorporated herein by reference to Management's ------------ Discussion and Analysis of Financial Condition and -------------------------------------------------- Results of Operations included in the Registrant's --------------------- Annual Report to Stockholders for the year ended December 31, 1996.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ------ -------------------------------------------
Financial statements and supplementary data required by Item 8 are set forth below in Item 14(a), Index to Financial Statements. -----------------------------
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON - ------ ------------------------------------------------- ACCOUNTING AND FINANCIAL DISCLOSURE ----------------------------------- None
PART III --------
Item 10.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ------- --------------------------------------------------
(a) Identification of Directors --------------------------- This item is incorporated herein by reference to Registrant's Proxy Statement for its 1997 Annual Meeting of Stockholders.
(b) Identification of Executive Officers ------------------------------------
In accordance with Regulation S-K Item 401(b), Instruction 3, the information required by Item 10(b) concerning the Company's executive officers is furnished in a separate item captioned Executive Officers of the Registrant in Part I -------------------------------------- above.
(c) Compliance with Section 16(a) of the Exchange Act -------------------------------------------------
This item is incorporated by reference to Registrant's Proxy Statement for its 1997 Annual Meeting of Stockholders.
Item 11.
Item 11. EXECUTIVE COMPENSATION - ------- ---------------------- This item is incorporated by reference to Registrant's Proxy Statement for its 1997 Annual Meeting of Stockholders.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS - ------- ----------------------------------------------- AND MANAGEMENT --------------
This item is incorporated by reference to Registrant's Proxy Statement for its 1997 Annual Meeting of Stockholders.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - ------- --------------------------------------------- This item is incorporated by reference to Registrant's Proxy Statement for its 1997 Annual Meeting of Stockholders.
PART IV --------
Item 14.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND - ------- ------------------------------------------- REPORTS ON FORM 8-K -------------------
(a)(1) Index to Financial Statements: ----------------------------- The following consolidated financial statements and Report of Ernst & Young LLP, Independent Auditors, included in the Registrant's Annual Report to Stockholders for the year ended December 31, 1996 are incorporated herein by reference:
Consolidated Balance Sheets - December 31, 1996 and 1995
Consolidated Statements of Earnings - Years Ended December 31, 1996, 1995 and 1994
Consolidated Statements of Stockholders' Equity - Years Ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows - Years Ended December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements - December 31, 1996
(2) The following financial statement schedule should be read in conjunction with the consolidated financial statements included in the Registrant's Annual Report to Stockholders for the year ended December 31, 1996:
Schedule II - Valuation and Qualifying Accounts
Financial statement schedules not included herein have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
(3) Exhibits required by this item are listed on the Exhibit Index attached to this report and hereby incorporated by reference.
(b) Reports on Form 8-K Filed in the Fourth Quarter ---------------------------------------------- None
(c) Exhibits -------- The Exhibit Index attached to this report is hereby incorporated by reference.
(d) Financial Statement Schedules ----------------------------- Following is the schedule as referenced in the Index to Financial Statements included in Item ----------------------------- 14(a)(2) above.
SCHEDULE II
Fairfield Communities, Inc. and Subsidiaries Valuation and Qualifying Accounts (In thousands)
(a) Includes uncollectible loans receivable written-off, net of recoveries, and $1,200 credited to "Other income".
(b) Includes $19,108 utilization of pre-confirmation income tax attributes credited to paid-in capital. Other deductions represent the refinement of prior year estimates of certain deferred tax assets.
(c) Uncollectible loans receivable written-off, net of recoveries.
(d) Represents the refinement of prior year estimates of certain deferred tax assets.
(e) Utilization of pre-confirmation income tax attributes credited to paid-in capital.
SIGNATURE PAGE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized.
FAIRFIELD COMMUNITIES, INC.
Date: March 14, 1997 By /s/ J.W. McConnell --------------------------------- J.W. McConnell, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities on the dates indicated:
Date: March 14, 1997 By /s/ Les R. Baledge* -------------------------------- Les R. Baledge, Director
Date: March 14, 1997 By /s/ Russell A. Belinsky* -------------------------------- Russell A. Belinsky, Director
Date: March 14, 1997 By /s/ Ernest D. Bennett, III* -------------------------------- Ernest D. Bennett, III, Director
Date: March 14, 1997 By /s/ Philip L. Herrington* -------------------------------- Philip L. Herrington, Director
Date: March 14, 1997 By /s/ Bryan D. Langton* -------------------------------- Bryan D. Langton, Director
Date: March 14, 1997 By /s/ Charles D. Morgan* -------------------------------- Charles D. Morgan, Director
Date: March 14, 1997 By /s/ William C. Scott* -------------------------------- William C. Scott, Director
Date: March 14, 1997 By /s/ J. W. McConnell --------------------------------- J. W. McConnell, Director, President and Chief Executive Officer
Date: March 14, 1997 By /s/ Robert W. Howeth ---------------------------------- Robert W. Howeth, Senior Vice President and Chief Financial Officer
Date: March 14, 1997 By /s/ William G. Sell ---------------------------------- William G. Sell, Vice President/Controller (Chief Accounting Officer)
Date: March 14, 1997 *By /s/ J. W. McConnell ---------------------------------- J. W. McConnell, Attorney-in-Fact
FAIRFIELD COMMUNITIES, INC. EXHIBIT INDEX ------------- Exhibit Number - ------
3(a) Second Amended and Restated Certificate of Incorporation of the Registrant, effective September 1, 1992 (previously filed with the Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
3(b) Fifth Amended and Restated Bylaws of the Registrant, dated May 9, 1996 (previously filed with the Registrant's Current Report on Form 8-K dated May 22, 1996 and incorporated herein by reference)
4.1 Supplemented and Restated Indenture between the Registrant, Fairfield River Ridge, Inc., Fairfield St. Croix, Inc. and IBJ Schroder Bank & Trust Company, as Trustee, and Houlihan Lokey Howard & Zukin, as Ombudsman, dated September 1, 1992, related to the Senior Subordinated Secured Notes (previously filed with the Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
4.2 First Supplemental Indenture to the Supplemented and Restated Indenture referenced in 4.1 above, dated September 1, 1992 (previously filed with the Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
4.3 Second Supplemental Indenture to the Supplemented and Restated Indenture referenced in 4.1 above, dated September 1, 1992 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference)
4.4 Third Supplemental Indenture to the Supplemented and Restated Indenture referenced in 4.1 above, dated March 18, 1993 (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993 and incorporated herein by reference)
4.5 Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock, dated September 1, 1992 (previously filed with the Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
10.1 Amended and Restated Revolving Credit and Term Loan Agreement, dated September 28, 1993, by and between the Registrant, Fairfield Myrtle Beach, Inc., Suntree Development Company, Fairfield Acceptance Corporation ("FAC") and The First National Bank of Boston ("FNBB") (previously filed with the Registrant's Current Report on Form 8-K dated October 1, 1993 and incorporated herein by reference)
10.2 First Amendment to Amended and Restated Revolving Credit Agreement, referenced in 10.1 above, dated May 13, 1994 (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 and incorporated herein by reference)
10.3 Second Amendment to Amended and Restated Revolving Credit Agreement, referenced in 10.1 above, dated December 9, 1994 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
Exhibit Number - ------
10.4 Third Amendment to Amended and Restated Revolving Credit Agreement, referenced in 10.1 above, dated December 19, 1994 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
10.5 Fourth Amendment to Amended and Restated Revolving Credit Agreement, referenced in 10.1 above, dated November 20, 1995 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference)
10.6 Fifth Amendment to Amended and Restated Revolving Credit Agreement, referenced in 10.1 above, dated January 25, 1996 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference)
10.7 Sixth Amendment to Amended and Restated Revolving Credit Agreement, referenced in 10.1 above, dated December 12, 1996 (attached)
10.8 Stock Purchase Agreement, dated April 5, 1994, between the Registrant and Security Capital Bancorp (previously filed with the Registrant's Current Report on Form 8-K dated April 14, 1994 and incorporated herein by reference)
10.9 Limited Partnership Agreement, dated March 3, 1981, between Harbour Ridge, Inc., Fairfield River Ridge, Inc. and Harbour Ridge Investments, Inc. forming the limited partnership of Harbour Ridge, Ltd. (previously filed with the Registrant's Registration Statement on Form S-7 No. 2- 75301 effective February 11, 1982 and incorporated herein by reference)
10.10 Sugar Island Associates, Ltd. Amended Limited Partnership Agreement, dated October 17, 1984 (previously filed with the Registrant's current Report on Form 8-K dated October 25, 1984 and incorporated herein by reference)
10.11 Rights Agreement, dated September 1, 1992, between Registrant and Society National Bank, as Rights Agent (previously filed with the Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
10.12 Amendment to Rights Agreement, referenced in 10.11 above, dated September 20, 1994 (previously filed with the Registrant's Form 8-A/A dated November 1, 1994 and incorporated herein by reference)
10.13 Appointment and Acceptance Agreement, dated March 3, 1994, between the Registrant and FNBB appointing FNBB as successor Rights Agent (previously filed with the Registrant's Annual Report on Form 10-K/A for the year ended December 31, 1993 and incorporated herein by reference)
10.14 Sixth Amended and Restated Title Clearing Agreement by and among the Registrant, FAC, Lawyers Title Insurance Corporation, FNBB, First Commercial Trust Company, N.A., and Capital Markets Assurance Corporation, dated July 31, 1996 (attached)
Exhibit Number - -----
10.15 Fourth Amended and Restated Title Clearing Agreement by and among the Registrant, FAC, Colorado Land Title Company, FNBB, First Commercial Trust Company, N.A. and Capital Markets Assurance Corporation, dated July 31, 1996 (attached)
10.16 Westwinds Third Amended and Restated Title Clearing Agreement by and among the Registrant, Fairfield Myrtle Beach, Inc., FAC, Lawyers Title Insurance Corporation, FNBB, and Resort Funding, Inc., dated November 15, 1992 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference)
10.17 First Amendment to Westwinds Third Amended and Restated Title Clearing Agreement, referenced in 10.16 above, by and among the Registrant, Fairfield Myrtle Beach, Inc., FAC, Lawyers Title Insurance Corporation, FNBB, and First Commercial Trust Company, N.A., dated September 29, 1993 (attached)
10.18 Second Amendment to Westwinds Third Amended and Restated Title Clearing Agreement, referenced in 10.16 above, by and among the Registrant, Fairfield Myrtle Beach, Inc., FAC, Lawyers Title Insurance Corporation, FNBB, and Capital Markets Assurance Corporation, dated March 28, 1995 (attached)
10.19 Third Amendment to Westwinds Third Amended and Restated Title Clearing Agreement, referenced in 10.16 above, by and among the Registrant, Fairfield Myrtle Beach, Inc., FAC, Lawyers Title Insurance Corporation, FNBB and Capital Markets Assurance Corporation, dated July 31, 1996 (attached)
10.20 Third Amended and Restated Revolving Credit Agreement between FAC and FNBB, dated September 28, 1993 (previously filed with Registrant's Current Report on Form 8-K dated October 1, 1993 and incorporated herein by reference)
10.21 First Amendment to Third Amended and Restated Revolving Credit Agreement, referenced in 10.20 above, dated December 9, 1994 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
10.22 Second Amendment to Third Amended and Restated Revolving Credit Agreement, referenced in 10.20 above, dated December 19, 1994 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
10.23 Third Amendment to Third Amended and Restated Revolving Credit Agreement, referenced herein in 10.20 above, dated December 12, 1996 (attached)
10.24 Pledge and Servicing Agreement between Fairfield Funding Corporation ("FFC"), FAC, First Commercial Trust Company, N.A. and Texas Commerce Trust Company, N.A., dated September 28, 1993 (previously filed with Registrant's Current Report on Form 8-K filed October 1, 1993 and incorporated herein by reference)
Exhibit Number - ------
10.25 Third Amended and Restated Operating Agreement, dated December 9, 1994, between the Registrant and FAC (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
10.26 Amended and Restated Credit Agreement, with an effective restatement date of October 2, 1996, among the Registrant, Fairfield Capital Corporation ("FCC"), FAC, Triple-A One Funding Corporation and Capital Markets Assurance Corporation as Administrative Agent and Collateral Agent (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by reference)
10.27 Amended and Restated Receivables Purchase Agreement with an effective restatement date of October 2, 1996, among the Registrant, FAC, Fairfield Myrtle Beach, Inc. and FCC (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by reference)
10.28 Amended and Restated Nashville Title Clearing Agreement by and among the Registrant, FAC, Lawyers Title Insurance Corporation, FNBB, and Capital Markets Assurance Corporation, dated July 31, 1996 (attached)
10.29 Amended and Restated Seawatch Plantation Title Clearing Agreement by and among the Registrant, Fairfield Myrtle Beach, Inc., FAC, Lawyers Title Insurance Corporation, FNBB, and Capital Markets Assurance Corporation, dated July 31, 1996 (attached)
10.30 Third Amended and Restated Supplementary Trust Agreement (Arizona) by and among the Registrant, FAC, First American Title Insurance Company, FNBB, and Capital Markets Assurance Corporation, dated March 28, 1995 (attached)
10.31 First Amendment to Third Amended and Restated Supplementary Trust Agreement (Arizona), referenced in 10.30 above, by and among the Registrant, FAC, First American Title Insurance Company, FNBB, and Capital Markets Assurance Corporation, dated July 31, 1996 (attached)
COMPENSATORY PLANS OR ARRANGEMENTS
10.32 Form of Warrant Agreement between the Registrant and directors of the Registrant (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference)
10.33 Registrant's Savings/Profit Sharing Plan, effective July 1, 1994 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 and incorporated herein by reference)
10.34 Amendment Number One to Registrant's Savings/Profit Sharing Plan referenced in 10.33 above, effective January 1, 1995 (attached)
10.35 Amendment Number Two to Registrant's Savings/Profit Sharing Plan referenced in 10.33 above, effective January 1, 1996 (previously filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 and incorporated herein by reference)
Exhibit Number - ------
10.36 Amendment Number Three to Registrant's Savings/Profit Sharing Plan referenced in 10.33 above, effective September 20, 1996 (attached)
10.37 Employment Agreement, dated September 20, 1991, by and between the Registrant and Mr. John W. McConnell (previously filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference)
10.38 Employment Contract, effective January 1, 1994, by and between the Registrant and Mr. Morris E. Meacham (previously filed with Registrant's Annual Report on Form 10-K/A for the year ended December 31, 1993 and incorporated herein by reference)
10.39 Employment Agreement, dated September 20, 1991, by and between the Registrant and Mr. Marcel J. Dumeny (previously filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference)
10.40 Form of Amendment No. One to Employment Agreements between Registrant and certain officers (previously filed with Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
10.41 Form of Warrant Agreement between Registrant and certain officers and executives of the Registrant (previously filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference)
10.42 Registrant's First Amended and Restated 1992 Warrant Plan (previously filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993 and incorporated herein by reference)
10.43 Form of Indemnification Agreement between the Registrant and certain officers and directors of the Registrant (previously filed with the Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference)
10.44 Form of Severance Agreement between the Registrant and certain officers of the Registrant (previously filed with Registrant's Annual Report on Form 10- K/A for the year ended December 31, 1993 and incorporated herein by reference)
10.45 Registrant's Excess Benefit Plan, adopted February 1, 1994 (previously filed with the Registrants Annual Report on Form 10-K/A for the year ended December 31, 1993 and incorporated herein by reference)
10.46 First Amendment to Excess Benefit Plan, adopted May 11, 1995 (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference)
10.47 Registrant's Key Employee Retirement Plan, adopted January 1, 1994 (previously filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference)
10.48 First Amendment to Key Employee Retirement Plan, adopted May 11, 1995 (previously filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1995 and incorporated herein by reference)
Exhibit Number - ------ 10.49 Restricted Stock Agreement between the Registrant and John W. McConnell, entered into on December 19, 1996 (attached)
11 Computation of earnings per share (attached)
13 Portions of Registrant's Annual Report to Stockholders for the year ended December 31, 1996 which are incorporated herein by reference: POINTS; PLACES; PROPERTY PORTFOLIO; Common Stock Prices; Selected Financial and Other Data; Management's Discussion and Analysis of Financial Condition and Results of Operations; Report of Ernst & Young LLP, Independent Auditors; Consolidated Balance Sheets; Consolidated Statements of Earnings; Consolidated Statements of Stockholders' Equity; Consolidated Statements of Cash Flows and Notes to Consolidated Financial Statements (attached)
21 Subsidiaries of the Registrant (attached)
23 Consent of Ernst & Young LLP, Independent Auditors (attached)
24 Powers of Attorney (attached)
27 Financial Data Schedule (attached)