SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
NOT APPLICABLE - VOLUNTARY FILING
(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).
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CUSIP NO. 304231301
SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Physicians Insurance Company of Ohio
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) X
(b) ____
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
Not applicable
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: 1,962,126 shares
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 1,962,126 shares
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,962,126 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS): ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
19.6%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
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SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
American Physicians Life Insurance Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) X
(b) ____
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
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: 283,400 shares
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 283,400 shares
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
283,400 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS): ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.8%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
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SCHEDULE 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Physicians Investment Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) X
(b) ____
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
Not applicable
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: 283,400 shares
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 283,400 shares
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
283,400 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS): ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.8%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
HC
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 to the Schedule 13D (the "Schedule 13D")
filed by the reporting person Physicians Insurance Company of Ohio
("Physicians") 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. 3 amends certain information set forth in
the Schedule 13D, as amended by Amendment No. 1 filed by Physicians on
February 9, 1995 and Amendment No. 2 filed by Physicians and American
Physicians Life Insurance Company ("APL") on August 8, 1995.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Amendment No. 3 are Physicians, APL and
Physicians Investment Company ("PIC").
Physicians is an Ohio corporation. Its principal business is that
of a licensed property and casualty insurer. Physicians' business address is
13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147.
APL is an Ohio corporation which is a wholly-owned indirect
subsidiary of Physicians. APL's principal business is selling life and health
insurance. APL's business address is 13515 Yarmouth Drive, N.W., Pickerington,
Ohio 43147.
PIC is an Ohio corporation which is a wholly-owned direct
subsidiary of Physicians and the parent of APL. PIC was formed for the purpose
of holding the shares of APL and conducts no other business. PIC's business
address is 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147.
During the last five years, none of Physicians, APL and PIC has
been convicted in a criminal proceeding.
During the last five years, none of Physicians, APL and PIC was 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.
As disclosed in Item 5(c) below, during the period from September
1, 1995 through December 11, 1995, APL purchased an aggregate of 48,400 shares
of Common Stock of the Issuer with generally available funds from working
capital. No part of these funds was borrowed. The aggregate purchase price for
such 48,400 shares amounted to $363,357.
ITEM 4. PURPOSE OF TRANSACTION.
APL acquired the additional 48,400 shares of Common Stock of the
Issuer reported herein as an investment. APL believes that the Common Stock of
the Issuer has the potential for appreciation in price.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) As of the date of this Amendment No. 3, Physicians and APL
directly owned beneficially 1,678,726 and 283,400 shares of the Issuer's
Common Stock, respectively. Based on 9,972,091 shares of the Issuer's Common
Stock reported as outstanding as of October 31, 1995, Physicians and APL
directly own beneficially approximately 16.8% and 2.8% of the Issuer's Common
Stock, respectively. By virtue of its ownership of all of the outstanding
shares and voting power of PIC and PIC's ownership of all of the outstanding
shares and voting power of APL, each of Physicians and PIC may also be deemed
to indirectly beneficially own the 283,400 shares of the Issuer's Common Stock
(or 2.8% of the Issuer's Common Stock) reported herein as beneficially owned
by APL. As a result, (a) Physicians may be deemed to have sole voting and
investment power with respect to the 1,962,126 shares of the Issuer's Common
Stock (19.6%) reported herein as beneficially owned by Physicians, including
the 283,400 shares directly beneficially owned by APL; and (b) PIC may be
deemed to have sole voting and investment power with respect to the 283,400
shares of the Issuer's Common Stock (2.8%) directly beneficially owned by APL.
APL also may be deemed to have sole voting and investment power with respect
to 283,400 shares of the Issuer's Common Stock (2.8%).
(c) The following table sets forth the dates on which and the prices at
which APL has purchased shares of Common Stock of the Issuer since the date of
Amendment No. 2 to Schedule 13D (August 7, 1995). All of such purchases have
been made in open market transactions.
NUMBER OF PURCHASE PRICE
DATE OF TRANSACTION SHARES PURCHASED PER SHARE
------------------- ---------------- ------------
September 1, 1995 7,500 $7.50
September 1, 1995 10,000 $7.488
September 14, 1995 10,000 $8.00
October 27, 1995 3,000 $7.375
October 27, 1995 1,900 $7.375
December 5, 1995 3,000 $7.25
December 5, 1995 3,000 $7.25
December 6, 1995 5,000 $7.3125
December 8, 1995 3,000 $7.25
December 11, 1995 2,000 $7.125
Physicians has not purchased any shares of the Issuer's Common Stock during
the period since August 7, 1995.
(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 February 13, 1996, among
Physicians Insurance Company of Ohio, American Physicians
Life Insurance Company and Physicians Investment Company.
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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: February 13, 1996 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
PHYSICIANS INVESTMENT COMPANY
By: /S/ JAMES F. MOSIER
James F. Mosier, Secretary
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EXHIBIT A
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 of 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 13th day of February, 1996.
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
PHYSICIANS INVESTMENT COMPANY
By: /S/ JAMES F. MOSIER
James F. Mosier, Secretary
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