SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
RESOURCE AMERICA, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
761195205
(CUSIP Number)
Check the following box if a fee is being paid with this statement . (A fee is
not required only if the filing 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).
*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 the
disclosures provided in a prior cover page.
The information required in 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
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CUSIP NO. 761195205 13G Page 2 of 11 Pages
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 MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. SOLE VOTING POWER
350,702 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
350,702 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,702 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
<PAGE>
CUSIP NO. 761195205 13G Page 3 of 11 Pages
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 MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. SOLE VOTING POWER
702 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
702 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
702 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.06%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
<PAGE>
CUSIP NO. 761195205 13G Page 4 of 11 Pages
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 MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5. SOLE VOTING POWER
702 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
702 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
702 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.06%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
<PAGE>
ITEM 1(A). NAME OF ISSUER.
Resource America, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
1521 Locust Street
Philadelphia, Pennsylvania 19102
ITEM 2(A). NAME OF PERSON FILING.
(i) Physicians Insurance Company of Ohio ("Physicians")
(ii) American Physicians Life Insurance Company ("APL") which is an
indirect wholly-owned subsidiary of Physicians.
Physicians and APL are insurance companies as defined in Section
3(a)(19) of the Securities Exchange Act of 1934 (the "Act").
(iii) Physicians Investment Company ("PIC") which is a wholly-owned
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.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE OF PERSON FILING.
Physicians, APL and PIC:
13515 Yarmouth Drive, N.W.
Pickerington, Ohio 43147
ITEM 2(C). CITIZENSHIP OF PERSON FILING.
Ohio for each of Physicians, APL and PIC
ITEM 2(D). TITLE OF CLASS OF SECURITIES.
Class A Common Stock, $.01 par value
ITEM 2(E). CUSIP NUMBER.
761195205
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B),
CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [X] Insurance Company as defined in Section 3(a)(19) of the Act
-- for each of Physicians and APL
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see ss.240.13d-1(b)(l)(ii)(F)
(g) [X] Parent Holding Company, in accordance with
ss.240.13d-1(b)(ii)(G) -- for PIC
(h) [X] Group, in accordance with ss.240.13d-1(b)(1)(ii)(H) -- for
Physicians, APL and PIC together
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
Physicians: 350,702 shares of Class A Common Stock (1)(2)
APL: 702 shares of Class A Common Stock
PIC: 702 shares of Class A Common Stock (1)
(b) Percent of Class:
Physicians: 34.5% (3)
APL: 0.06% (4)
PIC: 0.06% (4)
(c) Number of shares as to which person filing has:
(i) Sole power to vote or to direct the vote:
Physicians: 350,702 shares of Class A Common Stock (1)(2)
APL: 702 shares of Class A Common Stock
PIC: 702 shares of Class A Common Stock (1)
(ii) Shared power to vote or to direct the vote:
Physicians: 0 shares
APL: 0 shares
PIC: 0 shares
(iii) Sole power to dispose or to direct the disposition of:
Physicians: 350,702 shares of Class A Common Stock (1)(2)
APL: 702 shares of Class A Common Stock
PIC: 702 shares of Class A Common Stock (1)
<PAGE>
(iv) Shared power to dispose or to direct the disposition of:
Physicians: 0 shares
APL: 0 shares
PIC: 0 shares
---------------------
(1) Includes 702 shares of Class A Common Stock owned of record
and beneficially by APL.
(2) Includes warrants to purchase 350,000 shares of Class B
Common Stock, $.01 par value, held by Physicians which are
immediately exercisable. Each share of Class B Common Stock
automatically merges with the Class A Common Stock upon the
occurrence of certain events specified in the Certificate of
Incorporation, as amended, of Resource America, Inc. None of
such events has occurred as of the date of this Amendment
No. 1 to Schedule 13G.
(3) The percent of class is based upon the sum of 665,202 shares
of Class A Common Stock outstanding as of December 31, 1995
and the number of shares of Class A Common Stock as to which
Physicians has the right to acquire beneficial ownership
upon the exercise of warrants to purchase Class B Common
Stock exercisable within 60 days of December 31, 1995 and
the subsequent merger of such shares with the outstanding
shares of Class A Common Stock.
(4) The percent of class is based upon 665,202 shares of Class A
Common Stock outstanding as of December 31, 1995.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner or more than five percent of the class of securities, check
the following: [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
APL has the right to receive dividends from, and the proceeds from
the sale of, the 702 shares of Class A Common Stock of Resource
America, Inc. reported herein as owned of record and beneficially
by APL and beneficially by each of Physicians and PIC.
<PAGE>
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
See Item 2(a) above.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Please see Exhibit 1.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
<PAGE>
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: As of December 31, 1995 PHYSICIANS INSURANCE COMPANY OF OHIO
By: /S/ JAMES F. MOSIER
James F. Mosier, General Counsel
and Secretary
Dated: As of December 31, 1995 AMERICAN PHYSICIANS LIFE INSURANCE
COMPANY
By: /S/ JAMES F. MOSIER
James F. Mosier, General Counsel
and Secretary
Dated: As of December 31, 1995 PHYSICIANS INVESTMENT COMPANY
By: /S/ JAMES F. MOSIER
James F. Mosier, Secretary
<PAGE>
EXHIBIT 1
MEMBERS OF GROUP
NAME OF CORPORATION CLASSIFICATION
- ------------------------------------------------------------------------------
Physicians Insurance Company of Ohio Insurance Company
American Physicians Life Insurance Company Insurance Company
Physicians Investment Company Parent Holding Company
For a copy of the Joint Filing Agreement, please see Exhibit 2.
<PAGE>
EXHIBIT 2
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 13G (including any amendments thereto)
with respect to the shares of Class A Common Stock of Resource America, 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 12th 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
