UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Fairfield Communities, Inc.
_________________________________________________________________
(Name of Issuer)
Common Stock, $.01 par value per share
_________________________________________
(Title of Class of Securities)
304231301
___________________________________________
(CUSIP Number)
James F. Mosier, Corporate Secretary and General Counsel
Physicians Insurance Company of Ohio
13515 Yarmouth Drive, NW
Pickerington, Ohio 43147
(614) 864-7100
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 29, 1994
_________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. _____
Check the following box if a fee is being paid with this
statement ____. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
SCHEDULE 13D
CUSIP NO. 304231301 Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Physicians Insurance Company of Ohio
31-0889180
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) ____
(b) ____
3. SEC USE ONLY:
4. SOURCE OF FUNDS*:
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e): ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. SOLE VOTING POWER: 1,678,726 shares
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 1,678,726 shares
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
1,678,726 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
16.6%
14. TYPE OF REPORTING PERSON*:
IC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer.
This Amendment No. 1 to the Schedule 13D (the
"Schedule 13D") filed by the reporting person, Physicians
Insurance Company of Ohio ("PICO") on March 24, 1994 with the
Securities and Exchange Commission (the "SEC") relates to the
Common Stock, $.01 par value per share (the "Common Stock"), of
Fairfield Communities, Inc. ("Issuer"). The address of the
principal executive offices of the Issuer is 2800 Cantrell Road,
Little Rock, Arkansas 72202.
Item 3. Source and Amount of Funds or Other Consideration.
As previously disclosed in Item 4 of Schedule 13D, PICO
had the right to purchase 494,726 shares of Common Stock of the
Issuer from Lehman Brothers Inc. depending on the satisfaction of
several contingencies outlined in the letter agreement, dated
March 16, 1994, between PICO and Lehman Brothers Inc., a copy of
which was filed as Exhibit 1 to the Schedule 13D. Those
contingencies were satisfied and on June 29, 1994, PICO purchased
the 494,726 shares from Lehman Brothers Inc. for an aggregate
purchase price of $2,226,267. PICO purchased such shares with
generally available funds from working capital.
Item 4. Purpose of Transaction.
PICO acquired the shares of Common Stock of the Issuer
reported herein as an investment. PICO believes that the Common
Stock of the Issuer has the potential for appreciation in price.
Please also see the discussion in Item 3 above.
Item 5. Interest in Securities of the Issuer.
(a) Amount beneficially owned: 1,678,726 shares
Percent of class: 16.6% (Based upon 10,123,743 shares
of the Issuer outstanding as of October 31, 1994, as
reported in the Issuer's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1994.)
(b) Number of shares as to which reporting person has:
(i) Sole power to vote or to direct the vote:
1,678,726 shares
(ii) Shared power to vote or to direct the vote:
None
(iii) Sole power to dispose or to direct the
disposition of: 1,678,726 shares
(iv) Shared power to dispose or to direct the
disposition of: None
(c) Transactions by reporting person:
As noted in Item 3 above, on June 29, 1994, PICO
acquired 494,726 shares of Common Stock of the Issuer from Lehman
Brothers Inc. This transaction was a private placement in which
the purchase price was $4.50 per share.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The acquisition of the shares of Common Stock of the
Issuer reported herein was made pursuant to the terms of the
letter agreement, dated March 16, 1994, between PICO and Lehman
Brothers Inc. which was filed as Exhibit 1 to the Schedule 13D.
Item 7. Material to be Filed as Exhibits:
Exhibit 1 - Letter agreement, dated March 16, 1994,
between PICO and Lehman Brothers Inc.
(Previously filed as Exhibit 1 to the
Schedule 13D of PICO filed with the SEC on
March 24, 1994 and incorporated herein by
this reference).
Signature.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete, and correct.
Dated: February 8, 1995 PHYSICIANS INSURANCE COMPANY
OF OHIO
/s/ James F. Mosier
By:_______________________________
James F. Mosier
General Counsel and Secretary
