SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Resource America, Inc.
____________________________________________
(Name of Issuer)
Common Stock, $.01 par value
____________________________________________
(Title of Class of Securities)
761195205
____________________________________________
(CUSIP Number)
*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).
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CUSIP NO. 761195205 13G Page 2 of 12 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PICO Holdings, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) __X__
(b) _____
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
985,120 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
985,120 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,120 shares
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.7%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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CUSIP NO. 761195205 13G Page 3 of 12 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 A 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 WITH:
5. SOLE VOTING POWER
985,120 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
985,120 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,120 shares
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.7%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
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CUSIP NO. 761195205 13G Page 4 of 12 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 A 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 WITH:
5. SOLE VOTING POWER
1,970 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
1,970 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,970 shares
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.06%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
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CUSIP NO. 761195205 13G Page 5 of 12 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 A 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 WITH:
5. SOLE VOTING POWER
1,970 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
1,970 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,970 shares
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.06%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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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) PICO Holdings, Inc. ("Holdings") which is an insurance holding
company
(ii) Physicians Insurance Company of Ohio ("Physicians") which is a
wholly-owned subsidiary of Holdings
(iii)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").
(iv) 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.
(i) Holdings:
875 Prospect Street
Suite 301
La Jolla, California 92037
(ii) Physicians, APL and PIC:
13515 Yarmouth Drive, N.W.
Pickerington, Ohio 43147
ITEM 2(C). CITIZENSHIP OF PERSON FILING.
(i) California for Holdings
(ii) Ohio for each of Physicians, APL and PIC
ITEM 2(D). TITLE OF CLASS OF SECURITIES.
Common Stock, $.01 par value
ITEM 2(E). CUSIP NUMBER.
761195205
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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 each of Holdings and PIC
(h) [X] Group, in accordance with ss.240.13d-1(b)(1)(ii)(H) --
for Holdings, Physicians, APL and PIC together
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned:
Physicians: 985,120 shares of Common Stock (1)(2)
Holdings: 985,120 shares of Common Stock (1)(2)
APL: 1,970 shares of Common Stock
PIC: 1,970 shares of Common Stock (1)
(b) Percent of Class:
Physicians: 21.7% (3)
Holdings: 21.7% (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: 985,120 shares of Common Stock (1)(2)
Holdings: 985,120 shares of Common Stock (1)(2)
APL: 1,970 shares of Common Stock
PIC: 1,970 shares of Common Stock (1)
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(ii) Shared power to vote or to direct the vote:
Physicians: 0 shares
Holdings: 0 shares
APL: 0 shares
PIC: 0 shares
(iii) Sole power to dispose or to direct the disposition of:
Physicians: 985,120 shares of Common Stock (1)(2)
Holdings: 985,120 shares of Common Stock (1)(2)
APL: 1,970 shares of Common Stock
PIC: 1,970 shares of Common Stock (1)
(iv) Shared power to dispose or to direct the disposition of:
Physicians: 0 shares
Holdings: 0 shares
APL: 0 shares
PIC: 0 shares
-------------------
(1) Includes 1,970 shares of Common Stock owned of record and
beneficially by APL.
(2) Includes warrants to purchase 983,150 shares of Common
Stock, $.01 par value, held by Physicians which are
immediately exercisable.
(3) The percent of class is based upon the sum of 3,552,060
shares of Common Stock outstanding as of December 31, 1996
and the number of shares of Common Stock as to which
Physicians has the right to acquire beneficial ownership
upon the exercise of warrants to purchase Common Stock
exercisable within 60 days of December 31, 1996.
(4) The percent of class is based upon 3,552,060 shares of
Common Stock outstanding as of December 31, 1996.
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: [ ].
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Upon conversion of any of its warrants to purchase 983,150 shares of
Common Stock of Resource America, Inc. ("Resource America") reported
herein as of owned of record and beneficially by Physicians and
beneficially by Holdings, Physicians would have the right to receive
dividends from, and the proceeds of, the underlying shares of Common
Stock.
See Items 2(a) and 4.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
See Items 2(a) and 3(g) above. Please also see Exhibit 1.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Item 3(h) above. Please also 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 purposes or effect.
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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.
Dated: As of December 31, 1996 PICO HOLDINGS, INC.
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, General
Counsel and Secretary
Dated: As of December 31, 1996 PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, General Counsel
and Secretary
Dated: As of December 31, 1996 AMERICAN PHYSICIANS LIFE INSURANCE
COMPANY
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, General Counsel
and Secretary
Dated: As of December 31, 1996 PHYSICIANS INVESTMENT COMPANY
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, Secretary
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EXHIBIT 1
MEMBERS OF GROUP
NAME OF CORPORATION CLASSIFICATION
- ------------------- ---------------
PICO Holdings, Inc. Parent Holding company
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.
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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 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 11th day of February, 1997.
PICO HOLDINGS, INC.
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, General
Counsel and Secretary
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
