SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Physicians Insurance Company of Ohio
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(Name of Issuer)
Class A Common Shares, $1.00 par value per share
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(Title of Class of Securities)
719410-10-2
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(CUSIP Number)
James F. Mosier
13515 Yarmouth Drive, NW
Pickerington, Ohio 43147
(614) 864-7100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 20, 1996
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. |__|
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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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SCHEDULE 13D
CUSIP NO. 719410-10-2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Global Equity Corporation (formerly known as
The Ondaatje Corporation)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions):
(a) _____ (b) _____
3. SEC USE ONLY:
4. SOURCE OF FUNDS (See Instructions):
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Ontario, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 0
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 0
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions):
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0%
14. TYPE OF REPORTING PERSON (See Instructions):
CO
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<PAGE>
Item 1. Security and Issuer.
This statement relates to the Class A Common Shares, $1.00 par value (the "Class
A Common Shares"), of Physicians Insurance Company of Ohio (the "Issuer"). The
address of the principal executive offices of the Issuer is 13515 Yarmouth
Drive, NW, Pickerington, Ohio 43147.
Item 2. Identity and Background.
(a) Global Equity Corporation ("GEC"). GEC changed its name from "The Ondaatje
Corporation" in June of 1996.
(b) GEC's business address is 30A Hazelton Avenue, 4th Floor, Toronto, Ontario
M5R 2E2.
(c) GEC currently engages, both directly and through its various subsidiaries,
in investment banking, asset management and corporate finance activities on
an international basis. Through it subsidiaries, GEC is also involved in
agricultural services and food processing, tea and commodity brokering
operations, stockbrokering operations and plantation services and
management.
(d) During the last five years, GEC has not been convicted in a criminal
proceeding.
(e) During the last five years, GEC has not been a party to any civil
proceeding resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
Item 4. Purpose of Transaction.
As contemplated by that certain Agreement and Plan of Reorganization, dated as
of May 1, 1996, as amended (the "Merger Agreement"), by and among the Issuer,
Citation Insurance Group (now known as PICO Holdings, Inc.) and Citation
Holdings, Inc. ("Holdings"), on November 20, 1996, Holdings, a wholly-owned
subsidiary of Citation Insurance Group ("Citation"), merged into the Issuer (the
"Merger") and the Issuer became a wholly-owned subsidiary of Citation. In
connection with the Merger, each Class A Common Share of the Issuer was
converted into 5.0099 shares of Common Stock, $0.001 par value, of Citation. As
a result, in exchange for the 850,000 Class A Common Shares of the Issuer owned
by it, GEC received 4,258,415 shares of Common Stock, $0.001 par value, of
Citation.
Item 5. Interest in Securities of the Issuer.
As noted in Item 4 above, in connection with the Merger, on November 20, 1996,
GEC exchanged its 850,000 Class A Common Shares of the Issuer for 4,258,415
shares of Common Stock, $0.001 par value, of Citation.
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Item 4 above.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Agreement and Plan of Reorganization by and among Citation
Insurance Group, Citation Holdings, Inc. and Physicians Insurance
Company of Ohio, dated as of May 1, 1996, and Amendment to Agreement
and Plan of Reorganization, dated August 14, 1996 and related
Agreement of Merger, dated as of August ___, 1996, by and between
Citation Holdings, Inc. and Physicians Insurance Company of Ohio
[Incorporated herein by reference to Exhibit 2.2 to Amendment No. 1 to
Form S-4 filed with the Securities and Exchange Commission by Citation
Insurance Group on September 20, 1996 [Registration No. 333-06671]].
Exhibit B - Second Amendment to Agreement and Plan of Reorganization, dated
as of November 12, 1996, by and among Citation Insurance Group,
Citation Holdings, Inc. and Physicians Insurance Company of Ohio.
[Page 5]
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.
GLOBAL EQUITY CORPORATION (formerly
known as THE ONDAATJE CORPORATION)
By /s/ James F. Mosier
____________________________________
Date: December 2, 1996 James F. Mosier, its Secretary
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<PAGE>
Exhibit B
Second Amendment to Agreement and Plan of Reorganization, dated
as of November 12, 1996, by and among Citation Insurance Group,
Citation Holdings, Inc. and Physicians Insurance Company of Ohio.
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<PAGE>
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SECOND AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
This Second Amendment to Agreement and Plan of Reorganization (this "Second
Amendment") is made and entered into as of November 12, 1996, by and among
Citation Insurance Group, a California corporation ("Citation"), Citation
Holdings, Inc., an Ohio corporation ("Newco"), and Physicians Insurance Company
of Ohio, an Ohio corporation ("PICO"), for the purpose of amending that certain
Agreements and Plan of Reorganization (the "Reorganization Agreement"), dated as
of May 1, 1996, among Citation, Newco and PICO.
RECITALS
WHEREAS, Citation, Newco and PICO previously have entered into that certain
Amendment to Agreement and Plan of Reorganization, dated August 14, 1996;
WHEREAS, Citation has advised PICO that its consolidated stockholders'
equity has decreased; and
WHEREAS, the parties wish to further amend the Reorganization Agreement to
account for this decrease.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Clause (B) of Section 5.3(h) is amended to read in full as follows: "As
of November 15, 1996, there has been no increase in long-term debt of Citation
or any Citation Subsidiary, as compared with long-term debt on December 31,
1995, or any increase in the outstanding capital stock of Citation or any
Citation Subsidiary (other than issuances of additional stock pursuant to vested
Citation Options) as compared with original stock on December 31, 1995, or any
decrease in Citation's consolidated stockholders' equity below $34 million."
2. Capitalized terms used but not defined herein shall have the meaning
given thereto in the Reorganization Agreement, as amended.
3. Except as expressly modified hereby, the Reorganization Agreement, as so
amended, shall continue in full force and effect.
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4. The interpretation, performance and enforcement of this Second Amendment
and the legal relations among the parties shall be governed by and construed in
accordance with the internal laws of the State of California applicable to
contracts made and to be wholly performed in such state.
5. This Second Amendment may be executed in counterparts with the same
effect as if all parties hereto had signed the same document. All counterparts
so executed shall be deemed to be an original, shall be construed together and
shall constitute one agreement.
IN WITNESS WHEREOF, Citation, Newco and PICO have executed this Agreement
as of the date first written above.
CITATION INSURANCE GROUP
By: /s/ Paul M. Bancroft
___________________________________
Paul M. Bancroft
Vice Chairman, Board of Directors
CITATION HOLDINGS, INC.
By: /s/ Robert M. Erickson
___________________________________
Robert M. Erickson
President
PHYSICIANS INSURANCE COMPANY
OF OHIO
By: /s/ John R. Hart
___________________________________
John R. Hart
President & CEO
