-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PwOGF7CgPYVt5N7WA/4bBlfSc95SVZY2qBEQNAQrzg37KNaAd+hlwh026wPD7A1t e4IcTI7fBSVEVd5SR6sHzg== 0000896463-97-000039.txt : 19970222 0000896463-97-000039.hdr.sgml : 19970222 ACCESSION NUMBER: 0000896463-97-000039 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970213 SROS: NASD GROUP MEMBERS: AMERICAN PHYSICIANS LIFE INSURANCE COMPANY GROUP MEMBERS: PHYSICIANS INSURANCE CO OF OHIO GROUP MEMBERS: PHYSICIANS INSURANCE COMPANY OF OHIO GROUP MEMBERS: PHYSICIANS INVESTMENT COMPANY GROUP MEMBERS: PICO HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE AMERICA INC CENTRAL INDEX KEY: 0000083402 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 720654145 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-12039 FILM NUMBER: 97528723 BUSINESS ADDRESS: STREET 1: 1521 LOCUST STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2155465005 MAIL ADDRESS: STREET 1: 2876 SOUTH ARLINGTON ROAD CITY: AKRON STATE: OH ZIP: 44312 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCE EXPLORATION INC DATE OF NAME CHANGE: 19890214 FORMER COMPANY: FORMER CONFORMED NAME: SMTR CORP DATE OF NAME CHANGE: 19700522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHYSICIANS INSURANCE CO OF OHIO CENTRAL INDEX KEY: 0000763842 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 310889180 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 13515 YARMOUTH DR NW CITY: PICKERINGTON STATE: OH ZIP: 43147 BUSINESS PHONE: 6148647100 MAIL ADDRESS: STREET 1: 13515 YARMOUTH DR NW STREET 2: 13515 YARMOUTH DR NW CITY: PICKERINGTON STATE: OH ZIP: 43147 SC 13G/A 1 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). -1- 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 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 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 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 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 -6- 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) -7- (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: [ ]. -8- 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. -9- 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 -10- 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. -11- 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 -----END PRIVACY-ENHANCED MESSAGE-----