<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
HyperFeed Technologies, Inc. (formerly known as PC Quote, Inc.)
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
44913S
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(CUSIP Number)
James F. Mosier,
Corporate Secretary and General Counsel
PICO Holdings, Inc.
875 Prospect Street, Suite 301
La Jolla, CA 92037
(858) 456-6022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Not Applicable
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 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).
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CUSIP NO. 44913S AMENDMENT NO. 7
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
PICO Holdings, Inc.
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):
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 9,426,527 shares
8. SHARED VOTING POWER: 2,030,268 shares
9. SOLE DISPOSITIVE POWER: 9,426,527 shares
10. SHARED DISPOSITIVE POWER: 2,030,268 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
11,456,795 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
46.6%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO; HC
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CUSIP NO. 44913S AMENDMENT NO. 7
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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 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: None
8. SHARED VOTING POWER: 1,388,044 shares
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: 1,388,044 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,388,044 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
8.5%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
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CUSIP NO. 44913S AMENDMENT NO. 7
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Citation 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: None
8. SHARED VOTING POWER: 642,224 shares
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: 642,224 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
642,224 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.9%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
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CUSIP NO. 44913S AMENDMENT NO. 7
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Sequoia 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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: None
8. SHARED VOTING POWER: 642,224 shares
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: 642,224 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
642,224 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.9%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
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Item 1. Security and Issuer.
This Amendment No. 7 to Schedule 13D ("Amendment No. 7") relates to
the shares of Common Stock, $.001 par value (the "HyperFeed Shares"), of
HyperFeed Technologies, Inc., a Delaware corporation formerly known as PC Quote,
Inc. ("HyperFeed"). The address of the principal executive offices of HyperFeed
is 300 South Wacker Drive, Suite 300, Chicago, Illinois 60606. The persons
filing this Amendment No. 7 are PICO Holdings, Inc. ("Holdings"), Physicians
Insurance Company of Ohio ("Physicians"), Citation Insurance Company
("Citation") and Sequoia Insurance Company ("Sequoia").
Item 3. Source and Amount of Funds or Other Consideration.
Please see Item 4 of this Amendment No. 7.
Item 4. Purpose of Transaction.
During the period from December 14, 2000 through January 5, 2001,
Holdings purchased an aggregate of 245,000 HyperFeed Shares. The HyperFeed
Shares were purchased in open market transactions. All of the purchases were
made using working capital of Holdings. The table set forth below furnishes
information concerning the dates on which purchases were made, the number of
HyperFeed Shares purchased and the price per share.
<TABLE>
<CAPTION>
------------- ------------------------- ------------------
Number of HyperFeed
Date Shares Purchased Price Per Share
---- ---------------- ---------------
<S> <C> <C>
------------- ------------------------- ------------------
12/14/2000 4,700 $1.7500
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12/17/2000 7,600 $1.7500
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12/18/2000 10,000 $1.8750
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12/19/2000 27,700 $1.7430
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12/20/2000 10,000 $1.6250
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12/21/2000 13,100 $1.6250
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12/26/2000 50,700 $1.6250
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12/27/2000 39,100 $1.5945
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12/28/2000 20,700 $1.5594
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12/29/2000 48,400 $1.5270
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01/02/2001 4,000 $1.5000
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01/04/2001 3,000 $1.6250
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01/05/2001 6,000 $1.7500
------
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245,000
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</TABLE>
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<PAGE> 7
Item 5. Interest in Securities of the Issuer.
(A) (B) Beneficial Ownership of HyperFeed Shares:
<TABLE>
<CAPTION>
HyperFeed Shares
which may be Acquired
upon Exercise of
Common Stock Purchase
Warrants or upon
Conversion of
Series A 5%
Convertible Preferred
Stock or Series B 5% Total HyperFeed Percent of Out-
HyperFeed Shares Convertible Shares Bene- standing HyperFeed
Person (1) Currently Held Preferred Stock ficially Owned Shares (2)
---------- -------------- --------------- -------------- ----------
<S> <C> <C> <C> <C>
Holdings 2,615,000 (3) 8,841,795(4)(5)(6) 11,456,795 46.6%
Physicians 745,820 (3) 642,224 (6) 1,388,044 8.5%
Citation 0 642,224 (5) 642,224 3.9%
Sequoia 0 642,224 (6) 642,224 3.9%
</TABLE>
----------
(1) None of the directors or executive officers of Holdings, Physicians,
Citation or Sequoia individually beneficially owns any HyperFeed
Shares. The directors and executive officers of each of Holdings,
Physicians, Citation and Sequoia disclaim beneficial ownership of the
HyperFeed Shares beneficially owned by the corporation for which they
serve as directors and/or executive officers.
(2) The percent of the outstanding HyperFeed Shares is based upon
15,756,394 HyperFeed outstanding as of December 31, 2000, the number
of HyperFeed Shares that the person may acquire upon exercise of
outstanding Common Stock Purchase Warrants and the number of
HyperFeed Shares that the person may acquire upon conversion of
outstanding Series A 5% Convertible Preferred Stock or outstanding
Series B 5% Convertible Preferred Stock.
(3) Includes 745,820 HyperFeed Shares beneficially owned directly by
Physicians which is a direct wholly-owned subsidiary of Holdings. As
a result of Holdings' status as parent of Physicians, Physicians and
Holdings may be deemed to share voting and investment power with
respect to these HyperFeed Shares.
(4) Includes 3,573,547 HyperFeed Shares which may be acquired upon
exercise of the Common Stock Purchase Warrants beneficially owned
directly by Holdings. Also includes 2,076,300 HyperFeed Shares which
may be acquired upon conversion of the Series B 5% Convertible
Preferred Stock beneficially owned directly by Holdings and 1,907,500
HyperFeed Shares which may be acquired upon conversion of the Series
A 5% Convertible Preferred Stock beneficially owned directly by
Holdings.
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(5) Includes 240,824 HyperFeed Shares which may be acquired upon exercise
of the Common Stock Purchase Warrant beneficially owned directly by
Citation which is a direct wholly-owned subsidiary of Holdings. Also
includes 401,400 HyperFeed Shares which may be acquired upon
conversion of the Series B 5% Convertible Preferred Stock
beneficially owned directly by Citation. As a result of Holdings'
status as parent of Citation, Citation and Holdings may be deemed to
share voting and investment power with respect to these HyperFeed
Shares.
(6) Includes 240,824 HyperFeed Shares which may be acquired upon exercise
of the Common Stock Purchase Warrant beneficially owned directly by
Sequoia which is a direct wholly-owned subsidiary of Physicians. Also
includes 401,400 HyperFeed Shares which may be acquired upon
conversion of the Series B 5% Convertible Preferred Stock
beneficially owned directly by Sequoia. As a result of Holdings'
status as parent of Physicians and Physicians' status as part of
Sequoia, Sequoia, Physicians and Holdings may be deemed to share
voting and investment power with respect to these HyperFeed Shares.
(C) See Item 4 of this Amendment No. 7.
(D) See Items 5(A) and 5(B) of this Amendment No. 7.
(E) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
See Items 4, 5(A), 5(B) and 7 of this Amendment No. 7.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement, dated as of October 30, 2000,
among PICO Holdings, Inc., Physicians Insurance Company
of Ohio, Citation Insurance Company and Sequoia
Insurance Company (Incorporated herein by reference to
Exhibit A to Amendment No. 6 to Schedule 13D filed on
behalf of Holdings, Physicians, Citation and Sequoia
with the SEC on October 31, 2000)
Exhibit B - Common Stock Purchase Warrant reissued to PICO
Holdings, Inc. (Incorporated herein by reference to
Exhibit B to Amendment No. 6 to Schedule 13D filed on
behalf of Holdings, Physicians, Citation and Sequoia
with the SEC on October 31, 2000)
Exhibit C - Common Stock Purchase Warrant reissued to Physicians
Insurance Company of Ohio (sold to PICO Holdings, Inc.
effective September 30, 2000) (Incorporated herein by
reference to Exhibit C to Amendment No. 6 to Schedule
13D filed on behalf of Holdings, Physicians, Citation
and Sequoia with the SEC on October 31, 2000)
Exhibit D - Common Stock Purchase Warrant reissued to Citation
Insurance Company (Incorporated herein by reference to
Exhibit D to Amendment No. 6 to Schedule 13D filed on
behalf of Holdings, Physicians, Citation and Sequoia
with the SEC on October 31, 2000)
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<PAGE> 9
Exhibit E - Common Stock Purchase Warrant reissued to Sequoia
Insurance Company (Incorporated herein by reference to
Exhibit E to Amendment No. 6 to Schedule 13D filed on
behalf of Holdings, Physicians, Citation and Sequoia
with the SEC on October 31, 2000)
Exhibit F - Common Stock Purchase Warrant issued to PICO Holdings,
Inc. by PC Quote, Inc. on May 5, 1997 (Incorporated
herein by reference to Exhibit E to Amendment No. 1 to
Schedule 13D filed on behalf of Holdings, Physicians,
American Physicians Life Insurance Company and
Physicians Investment Company with the SEC on June 11,
1997)
Exhibit G - Form of First Amendment to Common Stock Purchase
Warrant between PC Quote, Inc. and PICO Holdings, Inc.
with respect to Common Stock Purchase Warrant issued on
May 5, 1997 (Incorporated herein by reference to Exhibit
4.5 to PC Quote, Inc.'s Current Report on Form 8-K,
dated and filed with the SEC on October 6, 1998 (the "PC
Quote 1998 Form 8-K"))
Exhibit H - Common Stock Purchase Warrant issued to PICO Holdings,
Inc. by PC Quote, Inc. on August 8, 1997 (Incorporated
herein by reference to Exhibit C to Amendment No. 2 to
Schedule 13D filed on behalf of Holdings, Physicians,
American Physicians Life Insurance Company and
Physicians Investment Company with the SEC on September
17, 1997)
Exhibit I - Form of First Amendment to Common Stock Purchase
Warrant between PC Quote, Inc. and PICO Holdings, Inc.
with respect to Common Stock Purchase Warrant issued on
August 8, 1997 (Incorporated herein by reference to
Exhibit 4.6 to the PC Quote 1998 Form 8-K)
Exhibit J - Certificate of Designations of Series A and Series B
Preferred Stock of PC Quote, Inc. (Incorporated herein
by reference to Exhibit 3(d) to PC Quote, Inc.'s Annual
Report on Form 10-K for the fiscal year ended December
31, 1998)
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<PAGE> 10
SIGNATURES
----------
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: January 12, 2001 PICO HOLDINGS, INC.
By: /s/ James F. Mosier
-------------------------------
James F. Mosier,
General Counsel and Secretary
Date: January 12, 2001 PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ James F. Mosier
-------------------------------
James F. Mosier,
General Counsel and Secretary
Date: January 12, 2001 CITATION INSURANCE COMPANY
By: /s/ James F. Mosier
-------------------------------
James F. Mosier,
Secretary
Date: January 12, 2001 SEQUOIA INSURANCE COMPANY
By: /s/ James F. Mosier
-------------------------------
James F. Mosier,
Secretary
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