SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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
--------------------------------------------------------
(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 9 Pages
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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: 1,537,126 shares
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 1,537,126 shares
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,537,126 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):
15.45%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
Page 2 of 9 Pages
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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:
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: 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):
2.85%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
Page 3 of 9 Pages
<PAGE>
CUSIP NO. 304231301
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):
2.85%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
HC
Page 4 of 9 Pages
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Item 1. Security and Issuer.
This Amendment No. 5 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. 5 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, and Amendment No. 4 filed by Physicians, APL and PIC on July 26, 1996.
Item 2. Identity and Background.
The persons filing this Amendment No. 5 are Physicians, APL and PIC.
A. Physicians is an Ohio licensed insurance corporation which operates
primarily as a diversified investment and insurance company. Physicians'
business address is 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147.
The directors of Physicians include:
(i) S. Walter Foulkrod, III, Esq., whose business address is S. Walter
Foulkrod, III & Associates, P.O. Box 6600, Harrisburg, Pennsylvania
17112-0600. Mr. Foulkrod is an attorney and the owner of S. Walter Foulkrod,
III & Associates, Attorneys at Law. Mr. Foulkrod is a citizen of the United
States.
(ii) Richard D. Ruppert, MD, whose residence address is 2710 Falmouth
Drive, P.O. Box 352855, Toledo, Ohio 43635-2855. Dr. Ruppert is a physician
and serves as Chairman of the Boards of APL and PIC. Dr. Ruppert is a citizen
of the United States.
(iii) Dr. Gary H. Weiss, whose business address is Level 24, 2 Market
Street, Sydney 2000 Australia. Dr. Weiss is a barrister and solicitor and
serves as Executive Director of Guinness Peat Group plc, an investment holding
company. Dr. Weiss is a citizen of Australia.
(iv) John R. Hart, whose business address is Physicians Insurance Company
of Ohio, 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147. Mr. Hart serves
as President and Chief Executive Officer of Physicians. Mr. Hart is a citizen
of the United States.
(v) Ronald Langley, whose business address is Physicians Insurance
Company of Ohio, 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147. Mr.
Langley serves as Chairman of the Board of Physicians. Mr. Langley is a
citizen of Australia.
(vi) John D. Weil, whose business address is 200 North Broadway, Suite
825, St. Louis, Missouri 63102-2573. Mr. Weil serves as President of Clayton
Management Company, a strategic investment company. Mr. Weil is a citizen of
the United States.
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The executive officers of Physicians, in addition to Messrs. Langley and
Hart, are:
(i) Richard H. Sharpe, whose business address is Physicians Insurance
Company of Ohio, 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147. Mr.
Sharpe serves as Chief Operating Officer of Physicians. He is a citizen of the
United States.
(ii) Martha G. Althauser, Esq., whose business address is Physicians
Insurance Company of Ohio, 13515 Yarmouth Drive, N.W., Pickerington, Ohio
43147. Ms. Althauser serves as Vice President, Claims of Physicians. She is an
United States citizen.
(iii) Gary W. Burchfield, whose business address is Physicians Insurance
Company of Ohio, 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147. Mr.
Burchfield serves as Chief Financial Officer and Treasurer of Physicians. He
is an United States citizen.
(iv) James F. Mosier, Esq., whose business address is Physicians
Insurance Company of Ohio, 13515 Yarmouth Drive, N.W., Pickerington, Ohio
43147. Mr. Mosier serves as General Counsel and Corporate Secretary of
Physicians. He is an United States citizen.
B. 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 43247
The directors of APL are Ronald Langley, John R. Hart, Richard H. Sharpe,
Richard D. Ruppert, MD and Dr. Gary H. Weiss. Each of their backgrounds has
been described in Item 2(A) above.
The executive officers of APL include:
(i) Richard D. Ruppert, MD, who serves as Chairman of the Board of APL;
(ii) Richard H. Sharpe, who serves as President and Chief Executive
Officer of APL;
(iii) James F. Mosier, Esq., who serves as General Counsel and Secretary
of APL;
(iv) Loman H. Hartley, whose business address is American Physicians Life
Insurance Company, 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147. Mr.
Hartley serves as Vice President, Controller and Treasurer of APL. He is an
United States citizen.
(v) Joyce M. Domijan, whose business address is American Physicians Life
Insurance Company, 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147. Ms.
Domijan serves as Vice President, Operations of APL. She is an United States
citizen.
C. 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.
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The directors of PIC are Ronald Langley, John R. Hart, Richard H. Sharpe,
Richard D. Ruppert, MD and Dr. Gary H. Weiss. Each of their backgrounds has
been described in Item 2(A) above.
The executive officers of PIC include Richard D. Ruppert, MD, who serves
as Chairman of the Board; Richard H. Sharpe, who serves as President and
Treasurer; and James F. Mosier, Esq., who serves as Secretary. Each of their
backgrounds has been described in Item 2(A) above.
D. Physicians is controlled by Guinness Peat Group plc ("GPG"), an
English investment holding company whose business address is Second Floor,
21-26 Garlick Hill, London EC4V 2AU England, as a result of GPG's ownership of
shares of Physicians. Based upon information contained in the Schedule 13D,
and Amendments No. 1, 2, 3 and 4 thereto, filed by GPG in respect of its
beneficial ownership of shares of Class A Common Stock of Physicians
(collectively, the "GPG Schedule 13D"), Physicians is aware that the directors
and executive officers of GPG are as follows:
Directors and Executive Officers of GPG
(i) Maurice William Loomes, who is a citizen of Australia and whose
business address is Guinness Peat Group plc, Second Floor, 21-26 Garlick Hill,
London EC4V 2AU England. Mr. Loomes is a director of GPG.
(ii) Anthony Ian Gibbs, who is a citizen of New Zealand and whose
business address is Guinness Peat Group plc, Second Floor, 21-26 Garlick Hill,
London EC4V 2AU England. Mr. Gibbs is a director of GPG.
(iii) Sir Ron Brierley, who is a citizen of New Zealand and whose
business address is Guinness Peat Group plc, Second Floor, 21-26 Garlick Hill,
London EC4V 2AU England. Sir Ron is Chairman of the Board and a director of
GPG.
(iv) Trevor J.N. Beyer, who is a citizen of New Zealand and whose
business address is Guinness Peat Group plc, Second Floor, 21-26 Garlick Hill,
London EC4V 2AU England. Mr. Beyer is a director of GPG.
(v) Blake A. Nixon, who is a citizen of New Zealand and whose business
address is Guinness Peat Group plc, Second Floor, 21-26 Garlick Hill, London
EC4V 2AU England. Mr. Nixon is a director and Executive Director in the United
Kingdom of GPG.
(vi) Dr. Gary H. Weiss, who is a director and Executive Director in
Australia of GPG. Dr. Weiss' background is described in Section 2(A) above.
(vii) J. Richard Russell, who is a citizen of Great Britain and whose
business address is Guinness Peat Group plc, Second Floor, 21-26 Garlick Hill,
London EC4V 2AU England. Mr. Russell is Secretary of GPG.
E. During the last five years, none of Physicians, APL, PIC and, to the
best knowledge of Physicians, the individuals named in Items 2(A), 2(B) and
2(C), has been convicted in a criminal proceeding. To the best knowledge of
Physicians, based upon the information contained in the GPG Schedule 13D, none
of GPG and the individuals named in Item 2(D) has been convicted in a criminal
proceeding.
F. During the last five years, none of Physicians, APL, PIC and, to the
best knowledge of Physicians, the individuals named in Items 2(A), 2(B) and
2(C), was a party to a civil proceeding of a judicial or administrative body
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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. To the best knowledge of Physicians, based upon the information
contained in the GPG Schedule 13D, none of GPG and the individuals named in
Item 2(D) has been a party to such a civil proceeding.
Item 5. Interest in Securities of the Issuer.
(a)(b) As of the date of this Amendment No. 5, Physicians and APL
directly owned beneficially 1,253,726 and 283,400 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 2.85% 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 approximately 2.85% 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 1,537,126 shares of the
Issuer's Common Stock (15.45%) 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 (2.85%) 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
(2.85%). To the best knowledge of Physicians, none of the other persons named
in Item 2 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. Other than such sale, none of Physicians, PIC and APL have engaged
in any transactions involving the shares of Common Stock of the Issuer since
the date Amendment No. 4 was filed (i.e., July 26, 1996).
(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).
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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: October 25, 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
