Annual Report (Form 10-K), fiscal year 1994





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, 1994.
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 1994.
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 53, 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.
Marcel J. Dumeny, age 44, Senior Vice President and General Counsel since 1989; Senior Vice President/Law and Development from 1987 to 1989.
Clay G. Gring, Sr., age 63, Senior Vice President/Leisure Products Group since 1991. Self-employed from 1984 to 1991 specializing in the development and management of real estate properties, including resort communities and hospitality related properties.
Robert W. Howeth, age 47, Senior Vice-President, Chief Financial Officer and Treasurer since 1993; Senior Vice President and Treasurer from 1992 to 1993; Senior Vice President/Planning and Administration from 1990 to October 1992; Vice President and Treasurer from 1988 to 1990.
Joe T. Gunter, age 53, Senior Vice President since 1989; Senior Vice President and Special Counsel from 1984 to 1989.
Morris E. Meacham, age 56, Vice President of Special Projects since January 1, 1994; Executive Vice President from 1990 to 1994; Senior Vice President and Chief Operating Officer of Leisure Products Group from 1986 to 1990.
William G. Sell, age 41, Vice President and Controller (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, 1994.
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, 1994.
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, 1994.
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 May 11, 1995. (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 May 11, 1995.
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 May 11, 1995.
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 May 11, 1995.
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 May 11, 1995.
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, 1994 are incorporated herein by reference:
Consolidated Balance Sheets - December 31, 1994 and 1993
Consolidated Statements of Earnings - Years Ended December 31, 1994 and 1993, Six Months Ended December 31, 1992 and the Six Months Ended June 30, 1992
Consolidated Statements of Stockholders' Equity (Deficit) - Years Ended December 31, 1994 and 1993, Six Months Ended December 31, 1992 and Six Months Ended June 30, 1992
Consolidated Statements of Cash Flows - Years Ended December 31, 1994 and 1993, Six Months Ended December 31, 1992 and Six Months Ended June 30, 1992
Notes to Consolidated Financial Statements - December 31,
(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, 1994:
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 ----------------------------------------------- On October 28, 1994, a Current Report on Form 8-K/A was filed in which the Registrant amended its Current Report on Form 8-K filed October 6, 1994 and incorporated the consolidated pro forma financial information related to the Sale of First Federal.
(c) Exhibits -------- The Exhibit Index attached to this report is hereby incorporated by reference.
(d) Financial Statements Schedules ------------------------------ Following is the schedule as referenced in the Index to -------- Financial Statements included in Item 14(a) above. --------------------
SCHEDULE II
Fairfield Communities, Inc. and Subsidiaries Valuation and Qualifying Accounts (In thousands)
(a) Uncollectible loans receivable written-off, net of recoveries. (b) Utilization of pre-confirmation income tax attributes credited as direct additions to paid-in capital. (c) Includes $2,248 transfer to net liabilities held for sale and $5,544 uncollectible loans receivable written-off, net of recoveries. (d) Includes $3,016 utilization of pre-confirmation income tax attributes credited as direct additions to paid-in capital. Other deductions represent the refinement of prior year estimates of certain deferred tax assets, including net operating loss carryforwards and tax credits subject to the limitations of Internal Revenue Code Section 382. (e) As of June 30, 1992, the Company adopted Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes", and deferred tax assets and the related allowance were recorded as of that date.
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: February 28, 1995 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: February 28, 1995 By /s/ Russell A. Belinsky* ----------------------------------- Russell A. Belinsky, Director
Date: February 28, 1995 By /s/ Ernest D. Bennett, III* --------------------------------- Ernest D. Bennett, III, Director
Date: February 28, 1995 By /s/ Daryl J. Butcher* ----------------------------------- Daryl J. Butcher, Director
Date: February 28, 1995 By /s/ Philip L. Herrington* --------------------------------- Philip L. Herrington, Director
Date: February 28, 1995 By /s/ William C. Scott* ----------------------------------- William C. Scott, Director
Date: February 28, 1995 By /s/ J. Steven Wilson* ----------------------------------- J. Steven Wilson, Director
Date: February 28, 1995 By /s/ J. W. McConnell ----------------------------------- J. W. McConnell, Director, President and Chief Executive Officer
Date: February 28, 1995 By /s/ Robert W. Howeth ---------------------------------- Robert W. Howeth, Senior Vice President, Chief Financial Officer and Treasurer
Date: February 28, 1995 By /s/ William G. Sell ------------------------------------ William G. Sell, Vice President/Controller (Chief Accounting Officer)
Date: February 28, 1995 *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) Second Amended and Restated Bylaws of the Registrant, dated November 18, 1994 (attached)
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 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, 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 as of 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)
Exhibit Number - ------- 10.3 Second Amendment to Amended and Restated Revolving Credit Agreement, referenced in 10.1 above, dated as of December 9, 1994 (attached)
10.4 Third Amendment to Amended and Restated Revolving Credit Agreement, referenced in 10.1 above, dated as of December 19, 1994 (attached)
10.5 Stock Purchase Agreement dated as of 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)
10.6 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)
10.7 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)
10.8 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)
10.9 Amendment to Rights Agreement, referenced in 10.8 above, dated September 20, 1994 (previously filed with the Registrant's Form 8-A/A dated November 1, 1994 and incorporated herein by reference)
10.10 Fourth Amended and Restated Title Clearing Agreement (Lawyer's) between the Registrant, 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)
10.11 Promissory Note and Security Agreement each dated June 30, 1994 between the Registrant and VM Investors Partnership (previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 and incorporated herein by reference)
10.12 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)
Exhibit Number - ------- 10.13 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)
10.14 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)
10.15 First Amendment to Third Amended and Restated Revolving Credit Agreement, referenced in 10.14 above, dated as of December 9, 1994 (attached)
10.16 Second Amendment to Third Amended and Restated Revolving Credit Agreement, referenced in 10.14 above, dated as of December 19, 1994 (attached)
10.17 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)
10.18 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)
10.19 Third Amended and Restated Operating Agreement, dated as of December 9, 1994, between the Registrant and FAC (attached)
10.20 Appointment and Acceptance Agreement, dated as of 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)
COMPENSATORY PLANS OR ARRANGEMENTS
10.21 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)
10.22 Registrant's Savings/Profit Sharing Plan, as amended, effective January 1, 1995 (attached)
10.23 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)
Exhibit Number - ------- 10.24 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)
10.25 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)
10.26 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)
10.27 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)
10.28 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)
10.29 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)
10.30 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)
10.31 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)
10.32 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)
10.33 Registrant's Key Employee Retirement Plan (previously filed with Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994 and incorporated herein by reference)
11 Computation of earnings per share (attached)
Exhibit Number - -------
13 Portions of Registrant's Annual Report to Stockholders for the year ended December 31, 1994 which are incorporated herein by reference: Corporate Profile; Building for the Future; A Focus on Service; Common Stock Prices; Selected Financial 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 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)
99 Ombudsman Report for the period ending December 31, 1994 related to the Registrant's Senior Subordinated Secured Notes. Fairfield Communities, Inc. (the "Company") has issued its 10% Senior Subordinated Secured Notes (the "FCI Notes") pursuant to the Supplemented and Restated Indenture, dated as of September 1, 1992, as amended (the "Restated Indenture"), among the Company, as issuer, Fairfield St. Croix, Inc. and Fairfield River Ridge, Inc., as guarantors, IBJ Schroder Bank & Trust Company, as trustee (the "Trustee"), and Houlihan Lokey Howard & Zukin, as ombudsman (the "Ombudsman"). The Ombudsman, which was designated by the committee representing the holders of the notes for which the FCI Notes were exchanged in the Company's reorganization proceedings, as part of its duties under the Restated Indenture, is to report periodically concerning the collateral securing the FCI Notes and other matters (the "Ombudsman's Reports"). The Ombudsman's Reports are not prepared at the direction of, or in concert with, the Company and are delivered by the Ombudsman to the Trustee for distribution to each holder of record of the FCI Notes. However, because the Ombudsman's Reports are being distributed to the record holders of the FCI Notes and the contents of the Ombudsman's Reports may be of interest to other persons, including potential purchasers of the FCI Notes, the Company is filing herewith, as Exhibit 99, a copy of the Ombudsman's Report dated February 10, 1995, for the period ending December 31, 1994. The Company is not obligated to file such reports and may discontinue filing such reports in the future without notice to any person. (attached)