SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3) *
Nooney Realty Trust, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, $1.00 par value
________________________________________________________________________________
(Title of Class of Securities)
655379105
________________________________________________________________________________
(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).
<PAGE>
CUSIP NO. 655379105 13G Page 2 of 15 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
84,966 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
202,061 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
202,061 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
23.3%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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CUSIP NO. 655379105 13G Page 3 of 15 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
84,966 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
202,061 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
202,061 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
23.3%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
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CUSIP NO. 655379105 13G Page 4 of 15 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sequoia 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
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
8,500 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
8,500 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500 shares
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
<PAGE>
CUSIP NO. 655379105 13G Page 5 of 15 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Summit Global Management, 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
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
117,095 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,095 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
13.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
<PAGE>
CUSIP NO. 655379105 13G Page 6 of 15 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
21,584 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
21,584 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,584 shares
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
<PAGE>
CUSIP NO. 655379105 13G Page 7 of 15 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
21,584 shares
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
21,584 shares
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,584 shares
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
<PAGE>
Item 1(a). Name of Issuer.
Nooney Realty Trust, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
7701 Forsyth Boulevard
St. Louis, Missouri 63105
Item 2(a). Name of Person Filing.
(i) Physicians Insurance Company of Ohio ("Physicians")
(ii) Sequoia Insurance Company ("Sequoia") which is a wholly-owned sub-
sidiary of Physicians.
(iii) American Physicians Life Insurance Company ("APL") which is an
indirect wholly-owned subsidiary of Physicians.
Each of Physicians, Sequoia and APL is an insurance company as defined in
Section 3(a)(19) of the Securities Exchange Act of 1934 (the "Act").
(iv) PICO Holdings, Inc. ("Holdings") which is an insurance holding
company and the direct parent of Physicians.
(v) Summit Global Management, Inc. ("Summit") which is a wholly-owned
subsidiary of Physicians. Summit is an investment adviser regis-
tered under Section 203 of the Investment Advisers Act of 1940.
(vi) 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) Physicians, APL and PIC:
13515 Yarmouth Drive, N.W.
Pickerington, Ohio 43147
(ii) Sequoia:
4473 Willow Road
Suite 105
Pleasanton, CA 94588
(iii) Holdings and Summit:
875 Prospect Street
Suite 301
La Jolla, California 92037
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<PAGE>
Item 2(c). Citizenship of Person Filing.
(i) Physicians, APL, PIC and Summit: Ohio
(ii) Sequoia and Holdings: California
Item 2(d). Title of Class of Securities.
Common Stock, $1.00 par value
Item 2(e). CUSIP Number.
655379105
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, Sequoia and APL
(d) [ ] Investment Company registered under Section 8 of the Invest-
ment Company Act
(e) [X] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940 -- for Summit
(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
Physicians, Sequoia, Holdings, APL, PIC and Summit together
Item 4. Ownership.
(a) Amount Beneficially Owned:
Holdings: 202,061 shares (1)(2)(3)
Physicians: 202,061 shares (1)(2)(3)
Sequoia: 8,500 shares (1)
APL: 21,584 shares (2)
PIC: 21,584 shares (2)
Summit: 117,095 shares (3)
-9-
<PAGE>
_____________
(1) Includes 8,500 shares owned of record and beneficially
by Sequoia.
(2) Includes 21,584 shares owned of record and beneficially
by APL.
(3) Includes 117,095 shares owned by advisory clients of
Summit. Summit has sole dispositive power but no voting
power with respect to such shares.
(b) Percent of Class:
Holdings: 23.3% (1)
Physicians: 23.3% (1)
Sequoia: 1.0% (1)
APL: 2.5% (1)
PIC: 2.5% (1)
Summit: 13.5% (1)
_____________
(1) The percent of class is based upon 866,624 shares
outstanding as of December 31, 1996.
(c) Number of shares as to which person filing has:
(i) Sole power to vote or to direct the vote and sole power to
dispose or to direct the disposition of (unless otherwise
noted):
Holdings: 202,061 shares (1)(2)(3)
Physicians: 202,061 shares (1)(2)(3)
Sequoia: 8,500 shares (1)
APL: 21,584 shares (2)
PIC: 21,584 shares (2)
Summit: 117,095 shares (3)
_____________
(1) Includes 8,500 shares owned of record and beneficially
by Sequoia.
(2) Includes 21,584 shares owned of record and beneficially
by APL.
(3) Includes 117,095 shares owned by advisory clients of
Summit. Summit has sole dispositive power but no voting
power with respect to such shares.
-10-
<PAGE>
(ii) Shared power to vote or to direct the vote:
Holdings: 0 shares
Physicians: 0 shares
Sequoia: 0 shares
APL: 0 shares
PIC: 0 shares
Summit: 0 shares
(iii) Shared power to dispose or to direct the disposition of:
Holdings: 0 shares
Physicians: 0 shares
Sequoia: 0 shares
APL: 0 shares
PIC: 0 shares
Summit: 0 shares
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.
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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<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 March 19, 1997 PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, General Counsel
and Secretary
Dated: As of March 19, 1997 SEQUOIA INSURANCE COMPANY
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, Secretary
Dated: As of March 19, 1997 PICO HOLDINGS, INC.
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, General
Counsel and Secretary
Dated: As of March 19, 1997 SUMMIT GLOBAL MANAGEMENT, INC.
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, Secretary
Dated: As of March 19, 1997 AMERICAN PHYSICIANS LIFE INSURANCE
COMPANY
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, General Counsel
and Secretary
Dated: As of March 19, 1997 PHYSICIANS INVESTMENT COMPANY
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, Secretary
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<PAGE>
EXHIBIT 1
MEMBERS OF GROUP
Name of Corporation Classification
______________________ __________________
PICO Holdings, Inc. Parent Holding company
Physicians Insurance Company of Ohio Insurance Company
Sequoia Insurance Company Insurance Company
American Physicians Life Insurance Company Insurance Company
Physicians Investment Company Parent Holding Company
Summit Global Management, Inc. Investment Adviser
For a copy of the Joint Filing Agreement, please see Exhibit 2.
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<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 Common Stock of Nooney Realty Trust, 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 19th day of March, 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
SEQUOIA INSURANCE COMPANY
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, 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
SUMMIT GLOBAL MANAGEMENT, INC.
By: /s/ James F. Mosier
_____________________________________
James F. Mosier, Secretary
