Item 3. LEGAL PROCEEDINGS ----------------- The information required by Item 3 is incorporated herein by reference to Note 9 - Stockholders' Equity and Note 13 - Contingencies of "Notes to Consolidated Financial Statements" included in the Registrant's Annual Report to Stockholders for the year ended December 31, 1993.
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 1993.
Executive Officers of the Registrant - ------------------------------------ The following is a listing of the executive officers of Fairfield, none of whom has a family relationship with directors or other executive officers:
John W. McConnell, age 52, President and Chief Executive Officer since 1991; President and Chief Operating Officer from 1990 to 1991; Senior Vice-President and Chief Financial Officer from 1986 to 1990.
Morris E. Meacham, age 55, Executive Vice President since 1990; Senior Vice President and Chief Operating Officer of Leisure Products Group from 1986 to 1990. Effective January 1, 1994, Mr. Meacham entered into a new Employment Agreement as Vice President of Special Projects. Marcel J. Dumeny, age 43, Senior Vice President and General Counsel since 1989; Senior Vice President/Law and Development from 1987 to 1989.
Clay G. Gring, Sr., age 62, Senior Vice President/Leisure Products Group since September 1991. Self-employed from 1984 to September 1991 specializing in the development and management of real estate properties, including resort communities and hospitality related properties. Robert W. Howeth, age 46, Senior Vice President and Treasurer since October 1992; Senior Vice President/Planning and Administration from 1990 to October 1992; Vice President and Treasurer from 1988 to 1990.
Joe T. Gunter, age 52, Senior Vice President, General Counsel/Leisure Products Group since 1989; Senior Vice President and Special Counsel from 1984 to 1989. Robert T. Waugh, age 63, President of First Federal Savings and Loan Association of Charlotte, a wholly owned subsidiary of Fairfield, since 1972.
William G. Sell, age 40, 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 ------------------- Pursuant to the Plans, all of the outstanding Common Stock of Predecessor Fairfield was cancelled effective September 1, 1992. As of March 18, 1994, the outstanding number
of shares of Fairfield's Common Stock totaled 9,792,601, of which 160,001 shares were held by wholly owned subsidiaries. In accordance with the Plans, Fairfield will issue additional shares as the remaining unsecured claims are resolved. The ultimate amount of allowed unsecured claims and the timing of the resolution of claims is largely within the control of the Bankruptcy Court. However, based upon available information, Fairfield presently estimates that approximately 10,908,706 shares of Common Stock will be issued and outstanding, including shares held by wholly owned subsidiaries. Additionally, 588,235 shares have been reserved, but not issued, for the benefit of the holders of the FCI Notes.
On November 4, 1993, Fairfield's Common Stock commenced "regular way" trading on the NASDAQ National Market System under the trading symbol FFCI. For the period November 4, 1993 through December 31, 1993, the high and low closing bid prices were $4-5/8 and $2-3/4, respectively. As of February 28, 1994, there were approximately 4,100 stockholders of the Common Stock. During the last two fiscal years Fairfield did not pay any dividends and is prohibited from paying any dividends under the terms of its financing arrangements, except for dividends payable in shares of its Common Stock.
Item 6.
Item 6. SELECTED FINANCIAL DATA ----------------------- Information required by Item 6 is incorporated herein by reference to the table titled Selected Financial Data included in the Registrant's Annual Report to Stockholders for the year ended December 31, 1993.
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, 1993.
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 annual meeting of stockholders to be held June 1, 1994.
(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 annual meeting of stockholders to be held June 1, 1994.
Item 11.
Item 11. EXECUTIVE COMPENSATION ---------------------- This item is incorporated by reference to Registrant's Proxy Statement for its annual meeting of stockholders to be held June 1, 1994.
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 annual meeting of stockholders to be held June 1, 1994.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ---------------------------------------------- This item is incorporated by reference to Registrant's Proxy Statement for its annual meeting of stockholders to be held June 1, 1994.
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, Independent Auditors, included in the Registrant's Annual Report to Stockholders for the year ended December 31, 1993 are incorporated herein by reference:
Consolidated Balance Sheets - December 31, 1993 and 1992 Consolidated Statements of Operations - Year Ended December 31, 1993, Six Months Ended December 31, 1992, Six Months Ended June 30, 1992 and Year Ended December 31,
Consolidated Statements of Stockholders' Equity (Deficit) - Year Ended December 31, 1993, Six Months Ended December 31, 1992, Six Months Ended June 30, 1992 and Year Ended December 31, 1991
Consolidated Statements of Cash Flows - Year Ended December 31, 1993, Six Months Ended December 31, 1992, Six Months Ended June 30, 1992 and Year Ended December 31,
Notes to Consolidated Financial Statements - December 31, 1993
(2) The following financial statements schedules 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, 1993:
Financial Statement Schedules ----------------------------- Schedule III - Condensed Financial Information of Registrant
Schedule VIII - Valuation and Qualifying Accounts Schedule X - Supplementary Income Statement Information
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 ---------------------------------------------- On December 21, 1993, a Current Report on Form 8-K was filed in which Fairfield announced it had entered into a letter of intent for the sale of First Federal Savings and Loan Association of Charlotte, North Carolina. On November 3, 1993, a Current Report on Form 8-K was filed disclosing the Stock Purchase Agreement for the sale of Fairfield Green Valley, Inc. and Fairfield Sunrise Village, Inc.
On October 1, 1993, a Current Report on Form 8-K was filed disclosing the completion of three new financing transactions.
(c) Exhibits -------- The Exhibit Index attached to this Report is hereby incorporated by reference.
(d) Financial Statements Schedules ------------------------------ Following are the schedules as referenced in the Index to Financial Statements included in Item 14(a) above.
SCHEDULE III
Registrant's condensed financial statements for periods prior to reorganization are not presented as the Registrant had a different capital structure and, as a result, financial information for these periods is not meaningful. Condensed financial information of Registrant is as follows (In thousands):
SCHEDULE III (Continued)
Condensed Statements of Cash Flows
SCHEDULE VIII
Fairfield Communities, Inc. and Subsidiaries Valuation and Qualifying Accounts (In thousands)
(a) Uncollectible loans receivable written-off, net of recoveries.
SCHEDULE X
Fairfield Communities, Inc. and Subsidiaries Supplementary Income Statement Information (In thousands)
NOTE: Amounts for depreciation and amortization of intangible assets and royalties are not presented as such amounts were less than 1% of total sales and revenues.
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 22, 1994 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 22, 1994 By /s/ Russell A. Belinsky ----------------------------------- Russell A. Belinsky, Director
Date: March 22, 1994 By /s/ Ernest D. Bennett, III ------------------------------------ Ernest D. Bennett, III, Director
Date: March 22, 1994 By /s/ Daryl J. Butcher ------------------------------------ Daryl J. Butcher, Director
Date: March 22, 1994 By /s/ Philip L. Herrington ------------------------------------ Philip L. Herrington, Director
Date: March 22, 1994 By /s/ William C. Scott ---------------------------------- William C. Scott, Director
Date: March 22, 1994 By /s/ J. Steven Wilson ---------------------------------- J. Steven Wilson, Director
Date: March 22, 1994 By /s/ J. W. McConnell --------------------------------- J. W. McConnell, Director, President and Chief Executive Officer
Date: March 22, 1994 By /s/ Robert W. Howeth ---------------------------------- Robert W. Howeth, Senior Vice President, Chief Financial Officer and Treasurer
Date: March 22, 1994 By /s/ William G. Sell -------------------------------- William G. Sell, Vice President /Controller and (Chief Accounting Officer)
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) Amended and Restated By-laws 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)
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 Modified Exchange 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 dated 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 dated 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 as of September 28, 1993, by and between the Registrant, Fairfield Myrtle Beach, Inc., Suntree Development Company, 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 Second Amended and Restated Credit Agreement, between Fairfield Sunrise Village, Inc., Fairfield Green Valley, Inc. and BA Mortgage and International Realty Corporation, dated as of November 6, 1992 (previously filed with the Registrant's Annual Report on Form 10-K dated December 31, 1992 and incorporated herein by reference)
10.3 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)
Exhibit Number
10.4 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) 10.5 Rights Agreement, dated as of 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) 10.6 Fourth Amended and Restated Title Clearing Agreement (Lawyer's) between the Registrant, Fairfield Acceptance Corporation ("FAC"), Lawyer's Title Insurance Corporation, FNBB individually and in various capacities as agent and trustee, First Bank National Association, First Commercial Trust Company, N.A., First American Trust Company, N.A. and First Federal, dated September 1, 1992 (previously filed with the Registrant's Annual Report on Form 10-K dated December 31, 1992 and incorporated herein by reference)
10.7 Servicing Agreement between the Registrant, First Federal Savings and Loan Association of Charlotte ("First Federal") and First Commercial Bank, N.A., dated September 14, 1992 (previously filed with Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference) 10.8 Second Amended and Restated Title Clearing Agreement (Colorado) between the Registrant, FAC, Colorado Land Title Company, FNBB, First Bank National Association, First Commercial Trust Company, N.A. and First Federal, dated September 1, 1992 (previously filed with the Registrant's Annual Report on Form 10-K dated December 31, 1992 and incorporated herein by reference)
10.9 Westwinds Third Amended and Restated Title Clearing Agreement (Lawyers) between the Registrant, FAC, Fairfield Myrtle Beach, Inc., 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 dated December 31, 1992 and incorporated herein by reference) 10.10 Third Amended and Restated Revolving Credit Agreement between FAC and FNBB, dated as of September 28, 1993 (previously filed with Registrant's Current Report on Form 8-K dated October 1, 1993 and incorporated herein by reference)
10.11 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)
10.12 Voting and Disposition Rights/Dividend Agreement between the Registrant and the Federal Savings and Loan Insurance Corporation, dated May 30, 1989, (previously filed with the Registrant's Current Report on Form 8-K on June 15, 1989 and incorporated herein by reference)
Exhibit Number
10.13 First Amendment to Voting and Disposition Rights/Dividend Agreement referenced in 10.12 above (previously filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992 and incorporated herein by reference) 10.14 Supervisory Agreement, dated as of August 26, 1992, between First Federal and the Office of Thrift Supervision (previously filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1992 and incorporated herein by reference)
10.15 Remarketing Agreement between the Registrant and First Federal, dated as of September 14, 1992 (previously filed with Registrant's Current Report on Form 8-K dated September 1, 1992 and incorporated herein by reference) 10.16 Contract of Sale of Timeshare Receivables with Recourse, dated as of November 15, 1992, between Resort Funding, Inc. and Fairfield Myrtle Beach, Inc. (previously filed with Registrant's Annual Report on Form 10-K dated December 31, 1992 and incorporated herein by reference)
10.17 Receivable Purchase Agreement, dated as of September 28, 1993, between the Registrant, FAC, and FFC (previously filed with the Registrant's Current Report on Form 8-K filed October 1, 1993 and incorporated herein by reference) 10.18 Second Amended and Restated Operating Agreement, dated as of September 28, 1993, between the Registrant and FAC (previously filed with the Registrant's Quarterly Report on Form 10-Q dated September 30, 1993 and incorporated herein by reference)
10.19 Stock Purchase Agreement by and between the Registrant and F.F. Homes of Arizona, Inc. (previously filed with the Registrant's Current Report on Form 8-K filed November 3, 1993 and incorporated herein by reference)
10.20 Appointment and Acceptance Agreement, dated as of March 3, 1994, between the Registrant and FNBB appointing FNBB as successor Rights Agent (attached)
10.21 Letter of Intent for the sale of First Federal, dated as of December 15, 1993, between the Registrant and Security Capital Bancorp (previously filed with the Registrant's Current Report on Form 8-K filed December 21, 1993 and incorporated herein by reference)
COMPENSATORY PLANS OR ARRANGEMENTS
10.22 Form of Warrant Agreement between the Registrant and directors of the Registrant (previously filed with the Registrant's Quarterly Report on Form 10-Q dated September 30, 1993 and incorporated herein by reference) 10.23 Registrant's Employee Profit Sharing Plan and amendment thereto, adopted February 10, 1977 (previously filed with the Registrant's Registration Statement on Form S-1 No. 2-62091 effective September 6, 1978 and incorporated herein by reference)
Exhibit Number
10.24 Employment Agreement, dated as of 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) 10.25 Employment Agreement, dated as of September 20, 1991, by and between the Registrant and Mr. Morris E. Meacham (previously filed with Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference)
10.26 Employment Contract, effective January 1, 1994, by and between the Registrant and Mr. Morris E. Meacham (attached) 10.27 Employment Agreement, dated as of 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)
10.28 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)
10.29 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 dated September 30, 1993 and incorporated herein by reference) 10.30 Registrant's First Amended and Restated 1992 Warrant Plan (previously filed with Registrant's Quarterly Report on Form 10-Q dated September 30, 1993 and incorporated herein by reference)
10.31 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) 10.32 Form of Severance Agreement between the Registrant and certain officers of the Registrant (attached)
10.33 Registrant's Excess Benefit Plan, adopted February 1, 1994 (attached)
11 Computation of earnings per share (attached)
13 Selected Financial Data; Management's Discussion and --------------------------------------------------- Analysis of Financial Condition and Results of Operations; --------------------------------------------------------- Report of Ernst & Young, Independent Auditors; Consolidated Balance Sheets; Consolidated Statements of Operations; Consolidated Statements of Cash Flows and Notes to Consolidated Financial Statements included in the Registrant's Annual Report to Stockholders for the year ended December 31, 1993 (attached)
21 Subsidiaries of the Registrant (attached) 23 Consent of Independent Auditors (attached)
28 Ombudsman Report for the period ending December 31, 1993 related to the Registrant's Senior Subordinated Secured Notes (attached)