UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 23, 1995
_________________________________________________________________
(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 less than five percent
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).
SCHEDULE 13D
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) X
(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: 1,913,726 shares
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 1,913,726 shares
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,913,726 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
19.2%
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.
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
American Physicians Life Insurance Company
31-0935772
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) X
(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: 235,000 shares
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 235,000 shares
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
235,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.4%
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. 2 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. (the "Issuer"). The address of the
principal executive offices of the Issuer is 2800 Cantrell Road,
Little Rock, Arkansas 72202. This Amendment No. 2 amends certain
information set forth in the Schedule 13D, as amended by Amendment
No. 1 filed by PICO on February 9, 1995.
Item 2. Identity and Background.
The persons filing this Amendment No. 2 are PICO and
American Physicians Life Insurance Company ("APLIC").
PICO is an Ohio corporation. Its principal business is
selling professional liability insurance to physicians in the
State of Ohio. PICO's business address is 13515 Yarmouth Drive,
N.W., Pickerington, Ohio 43147.
APLIC is an Ohio corporation which is a majority-owned
subsidiary of PICO. APLIC's principal business is selling life
and health insurance. APLIC's business address is 13515 Yarmouth
Drive, N.W., Pickerington, Ohio 43147.
During the last five years, neither PICO nor APLIC has
been convicted in a criminal proceeding.
During the last five years, neither PICO nor APLIC was
a party to a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On June 23, 1995, APLIC purchased the 235,000 shares
of Common Stock of the Issuer reported herein with generally
available funds from working capital. No part of these funds
was borrowed. The total purchase price amounted to $1,245,500.
Item 4. Purpose of Transaction.
APLIC acquired the 235,000 shares of Common Stock of
the Issuer reported herein as an investment. APLIC believes that
the Common Stock of the Issuer has the potential for appreciation
in price.
Item 5. Interest in Securities of the Issuer.
(a)(b) As of the date of this Amendment No. 2, PICO
and APLIC directly owned beneficially 1,678,726 and 235,000
shares of the Issuer's Common Stock, respectively. Based on
9,964,915 shares of the Issuer's Common Stock reported as
outstanding as of May 1, 1995 in the Issuer's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1995, as of the
date of this Amendment No. 2, PICO and APLIC directly owned
beneficially approximately 16.8% and 2.4% of the Issuer's Common
Stock, respectively. By virtue of its ownership of approximately
97% of the outstanding shares and voting power of APLIC, PICO may
also be deemed to indirectly beneficially own the 235,000 shares
of the Issuer's Common Stock (or 2.4% of the Issuer's Common
Stock) reported herein as beneficially owned by APLIC. As a
result, PICO may be deemed to have sole voting and investment
power with respect to the 1,913,726 shares of the Issuer's Common
Stock reported herein as beneficially owned by PICO, including
the 235,000 shares directly beneficially owned by APLIC with
respect to which PICO may be deemed to have indirect voting and
investment power. APLIC also may be deemed to have sole voting
and investment power with respect to those 235,000 shares.
(c) On June 23, 1995, APLIC acquired 235,000 shares of
Common Stock of the Issuer in an open market transaction. The
purchase price was $5.30 per share.
(d) See Items 5(a) and 5(b) above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
See Items 5(a) and 5(b) above.
Item 7. Material to be Filed as Exhibits:
Exhibit A - Joint Filing Agreement, dated
August ___, 1995, between Physicians Insurance
Company of Ohio and American Physicians Life
Insurance Company.
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.
Date: August ___, 1995 PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ James F. Mosier
James F. Mosier,
General Counsel and Secretary
AMERICAN PHYSICIANS LIFE INSURANCE COMPANY
By: /s/ James F. Mosier
James F. Mosier,
General Counsel and Secretary
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, the persons named below hereby
agree to the joint filing on behalf of each of them of a
statement on Schedule 13D (including any amendments thereto) with
respect to the shares of Common Stock of Fairfield Communities,
Inc. beneficially owned by each of them and further agree that
this Joint Filing Agreement be included as an exhibit to such
joint filings.
IN WITNESS WHEREOF, the undersigned hereby execute this
Joint Filing Agreement as of the ___ day of August, 1995.
PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ James F. Mosier
James F. Mosier,
General Counsel and Secretary
AMERICAN PHYSICIANS LIFE INSURANCE COMPANY
By: /s/ James F. Mosier
James F. Mosier,
General Counsel and Secretary
