SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
PICO Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
693366 10 6
(CUSIP Number)
James F. Mosier
13515 Yarmouth Drive, NW
Pickerington, Ohio 43147
(614) 864-7100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 20, 1996
(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
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Global Equity Corporation
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):
OO
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: 4,258,415 shares
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 4,258,415 shares
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,258,415 shares
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):
13.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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SCHEDULE 13D
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. SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5. CHECK BOX 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: 4,258,415 shares
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 4,258,415 shares
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,258,415 shares
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):
13.1%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
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Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, $0.001 par value per share
(the "Common Stock"), of PICO Holdings, Inc. (the "Issuer"). The address of the
principal executive offices of the Issuer is 875 Prospect Street, Suite 301, La
Jolla, California 92037.
Item 2. Identity and Background.
The persons filing this Schedule 13D are Global Equity Corporation ("GEC")
and Physicians Insurance Company of Ohio ("Physicians").
A. GEC is an Ontario, Canada corporation. GEC currently engages, both
directly and through its various subsidiaries, in investment banking, asset
management and corporate finance activities on an international basis. Through
its subsidiaries, GEC is also involved in agricultural services and food
processing, tea and commodity brokering operations, stockbrokering operations
and plantation services and management.
The directors of GEC include:
(i) Ronald Langley, whose business address is 875 Prospect Street, Suite
301, La Jolla, California 92037. Mr. Langley served as Chairman of the Boards of
GEC, Physicians and the Issuer. Mr. Langley is a citizen of Australia.
(ii) John R. Hart, whose business address is 875 Prospect Street, Suite
301, La Jolla, California 92037. Mr. Hart serves as President and Chief
Executive Officer of GEC, Physicians and the Issuer. Mr. Hart is a citizen of
the United States.
(iii) James D. Hamilton, whose business address is 30A Hazelton Avenue, 4th
Floor, Toronto, Canada M5R 2E2. Mr. Hamilton is President and Director of Forbes
& Walker Securities Limited, a wholly-owned subsidiary of GEC. Mr. Hamilton is a
citizen of Australia.
(iv) Stephen H. Halperin, whose business address is 250 Yonge Street, Suite
2400, Toronto, Ontario, Canada M5B 2M6. Mr. Halperin is a partner in Goodman,
Phillips & Vineberg, barristers and solicitors. Mr. Halperin is a citizen of
Canada.
(v) Paul B. Brent, whose business address is 80 Richmond Street, West,
Suite 1850, Toronto, Ontario, Canada M5H 2A4. Mr. Brent is a financial
consultant. Mr. Brent is a citizen of Canada.
The executive officers of GEC, in addition to Messrs. Langley and Hart,
include:
(i) Christine Veira, whose business address is 30A Hazelton Avenue, 4th
Floor, Toronto, Ontario, Canada M5R 2E2. Ms. Veira is Assistant Secretary of
GEC. Ms. Veira is a citizen of Canada.
(ii) James F. Mosier, whose business address is 13515 Yarmouth Drive, N.W.,
Pickerington, Ohio 43147. Mr. Mosier serves as Secretary of GEC and as General
Counsel and Corporate Secretary of Physicians and the Issuer. Mr. Mosier is a
citizen of the United States.
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B. Physicians is an Ohio licensed insurance corporation which operates
primarily as a diversified investment and insurance company. Physicians'
business address is 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147.
Physicians owns approximately 38% of the shares and voting power of GEC.
The directors of Physicians include:
(i) S. Walter Foulkrod, III, Esq., whose business address is S. Walter
Foulkrod, III & Associates, P.O. Box 6600, Harrisburg, Pennsylvania 17112-0600.
Mr. Foulkrod is an attorney and the owner of S. Walter Foulkrod, III &
Associates, Attorneys at Law. Mr. Foulkrod is a citizen of the United States.
(ii) Richard D. Ruppert, MD, whose residence address is 2710 Falmouth
Drive, P.O. Box 352855, Toledo, Ohio 43635-2855. Dr. Ruppert is a physician. Dr.
Ruppert is a citizen of the United States.
(iii) Dr. Gary H. Weiss, whose business address is Level 24, 2 Market
Street, Sydney 2000 Australia. Dr. Weiss is a barrister and solicitor and serves
as Executive Director of Guiness Peat Group plc, an investment holding company.
Dr. Weiss is a citizen of Australia and New Zealand.
(iv) John R. Hart, whose background is described in Item 2(A) above.
(v) Ronald Langley, whose background is described in Item 2(A) above.
(vi) John D. Weil, whose business address is 200 North Broadway, Suite 825,
St. Louis, Missouri 63102-2573. Mr. Weil serves as President of Clayton
Management Company, a strategic investment company. Mr. Weil is a citizen of the
United States.
The executive officers of Physicians, in addition to Messrs. Langley and
Hart, are:
(i) Richard H. Sharpe, whose business address is Physicians Insurance
Company of Ohio, 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147. Mr.
Sharpe serves as Chief Operating Officer of Physicians and the Issuer. He is a
citizen of the United States.
(ii) Martha G. Althauser, Esq., whose business address is Physicians
Insurance Company of Ohio, 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147.
Ms. Althauser serves as Vice President, Claims of Physicians. She is an United
States citizen.
(iii) Gary W. Burchfield, whose business address is Physicians Insurance
Company of Ohio, 13515 Yarmouth Drive, N.W., Pickerington, Ohio 43147. Mr.
Burchfield serves as Chief Financial Officer and Treasurer of Physicians and the
Issuer. He is an United States citizen.
(iv) James F. Mosier, Esq., whose background is described in Item 2(A)
above.
C. The Issuer is a California insurance holding company which became the
parent of Physicians as a result of the merger described in Item 3 below. In
addition to being the parent of Physicians, the Issuer is the direct parent of
Citation Insurance Company and the indirect parent of Citation National
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Insurance Company, which are principally engaged in writing workers'
compensation and commercial property and casualty insurance. The Issuer's
business address is 875 Prospect Street, Suite 301, La Jolla, California 92037.
The directors of the Issuer include:
(i) S. Walter Foulkrod, III, Esq., whose background is described in Item
2(B) above.
(ii) Richard D. Ruppert, MD, whose background is described in Item 2(B)
above.
(iii) Dr. Gary H. Weiss, whose background is described in Item 2(B) above.
(iv) John R. Hart, whose background is described in Item 2(A) above.
(v) Ronald Langley, whose background is described in Item 2(A) above.
(vi) John D. Weil, whose background is described in Item 2(B) above.
(vii) Robert R. Broadbent, whose business address is Tower City Center,
2900 Terminal Tower, Cleveland, Ohio 44113-2204. Mr. Broadbent is a retail
consultant. Mr. Broadbent is a citizen of the United States.
(viii) Marshall J. Burak, whose business address is College of Business,
San Jose State University, One Washington Square, San Jose, California
95192-0065. Mr. Burak is Professor of Finance and Dean of the College of
Business of San Jose State University. Mr. Burak is a citizen of the United
States.
(ix) Paul M. Bancroft, whose business address is One Almaden Boulevard,
Suite 300, San Jose, California 95113-2213. Mr. Bancroft is a financial advisor.
Mr. Bancroft is a citizen of the United States.
The executive officers of the Issuer, in addition to Messrs. Langley and
Hart, are:
(i) Gary W. Burchfield, whose background is described in Item 2(B) above.
(ii) James F. Mosier, Esq., whose background is described in Item 2(A)
above.
(iii) Richard H. Sharpe, whose background is described in Item 2(B) above.
D. The Issuer is controlled by Guinness Peat Group plc ("GPG"), an English
investment holding company whose business address is Second Floor, 21-26 Garlick
Hill, London EC4V 2AU England, as a result of GPG's ownership of shares of
Holdings. Based upon information contained in the Schedule 13D, and Amendments
No. 1, 2, 3 and 4 thereto, filed by GPG in respect of its beneficial ownership
of shares of Class A Common Stock of Physicians prior to the Merger whereby
Physicians became a wholly-owned subsidiary of the Issuer (collectively, the
"GPG Schedule 13D"), Physicians is aware that the directors and executive
officers of GPG are as follows:
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Directors and Executive Officers of GPG
(i) Maurice William Loomes, who is a citizen of Australia and whose
business address is Level 24, 2 Market Street, Sydney 2000 Australia. Mr. Loomes
is a director of GPG.
(ii) Anthony Ian Gibbs, who is a citizen of New Zealand and whose business
address is c/o Registry Managers (New Zealand Limited), Private Bag 92119,
Auckland 1030 New Zealand. Mr. Gibbs is a director of GPG.
(iii) Sir Ron Brierley, who is a citizen of New Zealand and whose business
address is Guinness Peat Group plc, Second Floor, 21-26 Garlick Hill, London
EC4V 2AU England. Sir Ron is Chairman of the Board and a director of GPG.
(iv) Trevor J.N. Beyer, who is a citizen of New Zealand and whose business
address is Guinness Peat Group plc, Second Floor, 21-26 Garlick Hill, London
EC4V 2AU England. Mr. Beyer is a director of GPG.
(v) Blake A. Nixon, who is a citizen of New Zealand and whose business
address is Guinness Peat Group plc, Second Floor, 21-26 Garlick Hill, London
EC4V 2AU England. Mr. Nixon is a director and Executive Director in the United
Kingdom of GPG.
(vi) Dr. Gary H. Weiss, who is a director and Executive Director in
Australia of GPG. Dr. Weiss' background is described in Item 2(A) above.
(vii) J. Richard Russell, who is a citizen of Great Britain and whose
business address is Guinness Peat Group plc, Second Floor, 21-26 Garlick Hill,
London EC4V 2AU England. Mr. Russell is Secretary of GPG.
E. During the last five years, none of GEC, Physicians and the Issuer and,
to the best knowledge of GEC, Physicians and the Issuer, the individuals named
in Items 2(A), 2(B) and 2(C), has been convicted in a criminal proceeding. To
the best knowledge of Physicians, based upon the information contained in the
GPG Schedule 13D, none of GPG and the individuals named in Item 2(D) has been
convicted in a criminal proceeding.
F. During the last five years, none of GEC, Physicians and the Issuer and,
to the best knowledge of GEC, Physicians and the Issuer, the individuals named
in Items 2(A), 2(B) and 2(C), was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction 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. To the best knowledge of Physicians, based upon the
information contained in the GPG Schedule 13D, none of GPG and the individuals
named in Item 2(D) has been a party to such a civil proceeding.
Item 3. Source and Amount of Funds or Other Consideration.
As contemplated by that certain Agreement and Plan of Reorganization, dated
as of May 1, 1996, as amended, by and among Physicians, the Issuer (which was
then known as "Citation Insurance Group") and Citation Holdings, Inc.
("Holdings"), on November 20, 1996, Holdings, a wholly-owned subsidiary of the
Issuer, merged with and into Physicians (the "Merger") and Physicians became a
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wholly-owned subsidiary of the Issuer. Following the consummation of the Merger,
the Issuer changed its name from "Citation Insurance Group" to "PICO Holdings,
Inc." In connection with the Merger, each Class A Common Share, $1.00 per value
(the "Physicians Shares"), of Physicians was converted into 5.0099 shares of
Common Stock of the Issuer. As a result, in exchange for the 850,000 Physicians
Shares owned by it, GEC received 4,258,415 shares of the Common Stock of the
Issuer.
Item 4. Purpose of Transaction.
See Item 3 above.
Item 5. Interest in Securities of the Issuer.
(a)(b) As of the date of this Schedule 13D, GEC beneficially owned 4,258,415
shares of Common Stock of the Issuer (or approximately 13.1% of the shares of
Common Stock of the Issuer outstanding), in respect of which it has sole voting
and investment power. By virtue of its ownership of approximately 38% of the
outstanding shares and voting power of GEC, Physicians may also be deemed to
indirectly beneficially own the 4,258,415 shares of Common Stock of the Issuer
(or approximately 13.1% of the shares of Common Stock of the Issuer outstanding)
reported herein as beneficially owned by GEC. Under California law, any
corporation deemed a subsidiary of a parent corporation is prohibited from
voting shares of the parent which are held by such subsidiary. A corporation
will be deemed a subsidiary for voting purposes if 25% of its outstanding shares
are owned directly or indirectly by the parent corporation. Accordingly, GEC,
38% of which is owned indirectly by the Issuer, will not be able to vote the
shares of the Common Stock of the Issuer which it owns.
GEC also has an option to purchase $825,000 more of newly issued
shares of Common Stock of the Issuer, pursuant to the Agreement for Purchase and
Sale of Shares, dated May 9, 1996, between GEC, GPG and Physicians (the "GEC
Agreement"), to which the Issuer became subject as a result of the Merger. The
purchase price would be the average of the closing bid prices for shares of
Common Stock of the Issuer on The Nasdaq Stock Market for the 20 trading days
immediately preceding the date when GEC gives notice of purchase. The option
will expire if GEC's ownership of the Issuer's Common Stock becomes less than
7.5%. Also, pursuant to the GEC Agreement, until December 10, 1996, if the
Issuer issues additional equity securities of any class or type, GEC has the
prior right and option to participate in the issuance of such equity securities
in an amount not to exceed $5,000,000 in aggregate purchase price. The Issuer
has, pursuant to the GEC Agreement, a first right to purchase any Issuer Common
Stock which GEC desires to sell.
To the knowledge of GEC and Physicians, the following persons are
the only persons (in addition to GEC and Physicians) who may be deemed the
beneficial owners of shares of the Issuer's Common Stock:
(a) GPG -- 6,065,871 shares (18.7% of outstanding). GPG has an option to
purchase $1,175,000 more of newly issued shares of Common Stock of the Issuer,
pursuant to the Agreement for Purchase and Sale of Stock, dated November 23,
1993, among GPG, Quaker Holdings Limited and Physicians (as amended, the "GPG
Agreement"), to which the Issuer became subject as a result of the Merger. The
purchase price would be the average of the closing bid prices for shares of
Common Stock of the Issuer on The Nasdaq Stock Market for the 20 trading days
immediately preceding the date when GPG gives notice of purchase. This option
will expire if GPG's ownership of shares of the Issuer's Common Stock becomes
less than 7.5%. The Issuer has, pursuant to the GPG Agreement, a first right to
purchase any shares of the Issuer's Common Stock which GPG desires to sell,
except for sales to Ronald Langley and John R. Hart.
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(b) John D. Weil -- 2,188,324 shares (6.8% of outstanding). Mr. Weil owns
1,737,934 shares directly and has indirect ownership of an additional 450,390
shares.
(c) John R. Hart -- 1,908,847 shares (5.7% of outstanding). Mr. Hart holds
an option to purchase up to 1,032,115 shares of the Issuer's Common Stock
presently owned by GPG and a currently exercisable stock option to purchase
876,732 shares from the Issuer.
(d) Ronald Langley -- 1,908,847 shares (5.7% of outstanding). Mr. Langley
has an option to purchase up to 1,032,115 shares of the Issuer's Common Stock
presently owned by GPG and a currently exercisable stock option to purchase
876,732 shares from the Issuer.
(e) Richard D. Ruppert, M.D. -- 31,397 shares (less than 1%). Dr. Ruppert
shares voting and investment power with respect to these shares with his wife.
(f) S. Walter Foulkrod, III, Esq. -- 12,524 shares (less than 1%).
(g) Dr. Gary H. Weiss -- 6,497 shares (less than 1%). Does not include
shares held by GPG.
(h) Robert R. Broadbent -- 20,039 shares (less than 1%).
(i) Richard H. Sharpe -- 211,783 shares (less than 1%). Includes currently
exercisable stock option to purchase up to 200,396 shares from Issuer.
(j) James F. Mosier -- 149,435 shares (less than 1%). Includes currently
exercisable stock option to purchase up to 140,277 shares from Issuer.
(k) Gary W. Burchfield -- 151,339 shares (less than 1%). Includes currently
exercisable stock option to purchase up to 140,277 shares from Issuer.
(l) Martha G. Althauser -- 1,603 shares (less than 1%). Includes 1502
shares held as administrator of estate of her father.
(m) Paul M. Bancroft -- 111,555 shares (less than 1%). Includes 24,137
shares as to which Mr. Bancroft disclaims beneficial ownership.
(c) See Item 3 above.
(d) See Items 5(a) and 5(b) above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
See Items 2, 5(a) and 5(b) above.
Item 7. Material to be Filed as Exhibits:
Exhibit A - Joint Filing Agreement, dated December 2, 1996, among PICO
Holdings, Inc., Physicians Insurance Company of Ohio, and
Global Equity Corporation [Page __].
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Exhibit B - 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, 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 SEC by Citation Insurance Group on September 20, 1996
[Registration No. 333-06671]].
Exhibit C - Second Amendment to Agreement and Plan of Reorganization,
dated as of November 12, 1996, among Citation Insurance Group,
Citation Holdings, Inc. and Physicians Insurance Company of
Ohio. [Page 13]
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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.
Date: December 2, 1996 PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ James F. Mosier
______________________________
James F. Mosier,
General Counsel and Secretary
GLOBAL EQUITY CORPORATION
By: /s/ James F. Mosier
______________________________
James F. Mosier, Secretary
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EXHIBIT A
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 13D (including any amendments thereto) with
respect to the shares of Common Stock of PICO Holdings, 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 2nd day of December, 1996.
PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ James F. Mosier
______________________________
James F. Mosier,
General Counsel and Secretary
GLOBAL EQUITY CORPORATION
By: /s/ James F. Mosier
______________________________
James F. Mosier, Secretary
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EXHIBIT C
Second Amendment to Agreement and Plan of
Reorganization, dated as of November 12, 1996, among
Citation Insurance Group, Citation Holdings, Inc. and
Physicians Insurance Company of Ohio.
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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
