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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4) *
Nooney Realty Trust, Inc.
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(Name of Issuer)
Common Stock, $1.00 par value
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(Title of Class of Securities)
655379105
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(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. 655379105
AMENDMENT NO. 4 TO
SCHEDULE 13G
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
None
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
2
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CUSIP NO. 655379105
AMENDMENT NO. 4 TO
SCHEDULE 13G
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
None
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
3
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CUSIP NO. 655379105
AMENDMENT NO. 4 TO
SCHEDULE 13G
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
None
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
4
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CUSIP NO. 655379105
AMENDMENT NO. 4 TO
SCHEDULE 13G
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
None
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
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
None
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
5
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CUSIP NO. 655379105
AMENDMENT NO. 4 TO
SCHEDULE 13G
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
None
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
6
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CUSIP NO. 655379105
AMENDMENT NO. 4 TO
SCHEDULE 13G
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
None
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
7
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Item 1(a). Name of Issuer.
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Nooney Realty Trust, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
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7701 Forsyth Boulevard
St. Louis, Missouri 63105
Item 2(a). Name of Person Filing.
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(i) Physicians Insurance Company of Ohio ("Physicians")
(ii) Sequoia Insurance Company ("Sequoia") which is a
wholly-owned subsidiary 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 Holdings. Summit is an investment
adviser registered 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,
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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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Item 2(c). Citizenship of Person Filing.
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(i) Physicians, APL, PIC and Summit: Ohio
(ii) Sequoia and Holdings: California
Item 2(d). Title of Class of Securities.
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Common Stock, $1.00 par value
Item 2(e). CUSIP Number.
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655379105
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
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13d-2(b), check whether the person filing is a:
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(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 (a)(19)
of the Act -- for each of Physicians, Sequoia and
APL
(d) [ ] Investment Company registered under Section 8 of
the Investment 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 Section 240.13d-1(b)(l)(ii)(F)
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) -- for each of
Holdings and PIC
(h) [X] Group, in accordance with Section 240.13d-1(b)(1)
(ii)(H)-- for Physicians, Sequoia, Holdings, APL,
PIC and Summit together
Item 4. Ownership.
- ------------------------------
(a) Amount Beneficially Owned:
Holdings: None
Physicians: None
Sequoia: None
APL: None
PIC: None
Summit: None
9
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(b) Percent of Class:
Holdings: 0%
Physicians: 0%
Sequoia: 0%
APL: 0%
PIC: 0%
Summit: 0%
(c) Number of shares as to which person filing has:
(i) Sole power to vote or to direct the vote:
Holdings: None
Physicians: None
Sequoia: None
APL: None
PIC: None
Summit: None
(ii) Sole power to dispose or to direct the disposition
of:
Holdings: None
Physicians: None
Sequoia: None
APL: None
PIC: None
Summit: None
(iii) Shared power to vote or to direct the vote:
Holdings: None
Physicians: None
Sequoia: None
APL: None
PIC: None
Summit: None
(iv) Shared power to dispose or to direct the
disposition of:
Holdings: None
Physicians: None
Sequoia: None
APL: None
PIC: None
Summit: None
Item 5. Ownership of Five Percent or Less of a Class.
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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 of more than five percent of the class of
securities, check the following: [X].
10
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Item 6. Ownership of More than Five Percent on Behalf of Another
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Person.
-------
Not applicable
Item 7. Identification and Classification of the Subsidiary
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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.
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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.
11
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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: September 15, 1997 PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ James F. Mosier
---------------------------------
James F. Mosier, General Counsel
and Secretary
Dated: September 15, 1997 SEQUOIA INSURANCE COMPANY
By: /s/ James F. Mosier
---------------------------------
James F. Mosier, Secretary
Dated: September 15, 1997 PICO HOLDINGS, INC.
By: /s/ James F. Mosier
---------------------------------
James F. Mosier, General
Counsel and Secretary
Dated: September 15, 1997 SUMMIT GLOBAL MANAGEMENT, INC.
By: /s/ James F. Mosier
---------------------------------
James F. Mosier, Secretary
Dated: September 15, 1997 AMERICAN PHYSICIANS LIFE INSURANCE
COMPANY
By: /s/ James F. Mosier
---------------------------------
James F. Mosier, General Counsel
and Secretary
Dated: September 15, 1997 PHYSICIANS INVESTMENT COMPANY
By: /s/ James F. Mosier
---------------------------------
James F. Mosier, Secretary
12
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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
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 to Amendment No.
3 to Schedule 13G filed on behalf of the reporting persons with the Securities
and Exchange Commission on March 19, 1997.
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