SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Fairfield Communities, Inc.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
304231301
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 18, 1996
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(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).
Page 1 of 6 Pages
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CUSIP NO. 304231301 Page 2 of 6 Pages
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: 1,488,726 shares
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 1,488,726 shares
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,488,726 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):
14.97%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
<PAGE>
CUSIP NO. 304231301 Page 3 of 6 Pages
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):
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: 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 (SEE INSTRUCTIONS): ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.36%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
<PAGE>
CUSIP NO. 304231301 Page 4 of 6 Pages
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: 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 (SEE INSTRUCTIONS): ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
2.36%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
HC
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 6 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. 6 amends certain information set forth in the
Schedule 13D, as amended by Amendment No. 1 filed by Physicians on February 9,
1995, Amendment No. 2 filed by Physicians and American Physicians Life
Insurance Company ("APL") on August 8, 1995, Amendment No. 3 filed by
Physicians, APL and Physicians Investment Company ("PIC") on February 13,
1996, Amendment No. 4 filed by Physicians, APL and PIC on July 26, 1996, and
Amendment No. 5 by Physicians, APL and PIC on October 29, 1996.
Item 5. Interest in Securities of the Issuer.
(a)(b) As of the date of this Amendment No. 6, Physicians and APL
directly owned beneficially 1,253,726 and 235,000 shares of the Issuer's
Common Stock, respectively. Based on 9,946,553 shares of the Issuer's Common
Stock reported as outstanding as of June 30, 1996, Physicians and APL directly
own beneficially approximately 12.60% and 2.36% 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 235,000 shares of the Issuer's Common Stock
(or approximately 2.36% 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 1,488,726 shares of the
Issuer's Common Stock (14.97%) reported herein as beneficially owned by
Physicians, including the 235,000 shares directly beneficially owned by APL;
and (b) PIC may be deemed to have sole voting and investment power with
respect to the 235,000 shares of the Issuer's Common Stock (2.36%) directly
beneficially owned by APL. APL also may be deemed to have sole voting and
investment power with respect to 235,000 shares of the Issuer's Common Stock
(2.36%). To the best knowledge of Physicians, none of the other persons named
in Item 2 of the Schedule 13D, as amended, beneficially own any shares of the
Issuer's Common Stock.
(c) On October 18, 1996, Physicians sold in an open market transaction
195,000 shares of Common Stock of the Issuer at a purchase price of $22.875
per share. During July and August of 1996, APL sold an aggregate of 48,400
shares of Common Stock of the Issuer in open market transactions on the dates
and at the prices shown in the following table:
Date Number of Shares Aggregate Sale Price
---- ---------------- --------------------
7/8/96 5,000 $75,122.46
7/19/96 10,000 $158,769.68
8/6/96 4,000 $67,097.75
8/7/96 4,000 $64,472.83
8/8/96 3,000 $48,073.38
8/13/96 2,000 $33,048.89
8/14/96 10,400 $171,854.22
8/15/96 6,000 $104,396.50
8/19/96 4,000 $71,597.60
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<PAGE>
(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 (Incorporated
herein by reference to Exhibit A to Amendment No. 3 filed on
February 13, 1996).
Signature.
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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: November 6, 1996 PHYSICIANS INSURANCE COMPANY OF
OHIO
By: /s/ James F. Mosier
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James F. Mosier,
General Counsel and Secretary
AMERICAN PHYSICIANS LIFE INSURANCE
COMPANY
By: /s/ James F. Mosier
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James F. Mosier,
General Counsel and Secretary
PHYSICIANS INVESTMENT COMPANY
By: /s/ James F. Mosier
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James F. Mosier, Secretary
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