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Registration No.______________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PICO HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
California 94-2723335
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(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
875 Prospect Street, Suite 301
La Jolla, CA 92037
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(Address of principal executive offices) (Zip code)
PICO HOLDINGS, INC.
EMPLOYEES 401(k) RETIREMENT PLAN AND TRUST
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(Full title of the plan)
Gary W. Burchfield
Chief Financial Officer and Treasurer
PICO Holdings, Inc.
875 Prospect Street, Suite 301
La Jolla, CA 92037
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 619/456-6022
This registration statement, including all exhibits and attachments, contains 9
pages. The exhibit index may be found on page 8 of the consecutively numbered
pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered(1) registered per share(2) offering price(2) fee
------------------- ---------- --------------- ----------------- --------------
<S> <C> <C> <C> <C>
Common Stock 500,000 $5.875 $2,937,500.00 $890.15
Par Value $0.001
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
PICO Holdings, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's latest report on Form 10-K filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), containing audited financial statements for the Company's latest fiscal
year ended December 31, 1996, as filed with the Securities and Exchange
Commission (the "Commission"), and Amendment No. 1 to the above-referenced
latest report on Form 10-K, as filed with the Commission (File No. 0-18786).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the PICO Holdings, Inc. Employees 401(k) Retirement Plan
and Trust.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The price is based upon the average of the high and low
prices of the common stock of PICO Holdings, Inc. on September 26, 1997, as
reported on the National Association of Securities Dealers Automated
Quotations System.
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(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company and the PICO Holdings,
Inc. Employees 401(k) Retirement Plan and Trust pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
The Company's Amended and Restated Articles of Incorporation provide
that the liability of the directors for monetary damages shall be eliminated to
the fullest extent permissible under California law. Pursuant to California law,
the Company's directors shall not be liable for monetary damages for breach of
the directors' fiduciary duty of care to the Company and its shareholders.
However, this provision does not eliminate the duty of care, and in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under California law. In addition,
each director will continue to be subject to liability for (i) acts or omissions
that involve intentional misconduct or a knowing and culpable violation of law,
(ii) acts or omissions that a director believes to be contrary to the best
interests of the Company or its shareholders or that involve the absence of good
faith on the part of the director, (iii) any transaction from which a director
derived an improper personal benefit, (iv) acts or omissions that show a
reckless disregard for the director's duty to the Company or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of serious injury
to the Company or its shareholders, (v) acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Company or its shareholders, (vi) any transaction that constitutes
an illegal distribution or dividend under California law, and (vii) any
transaction involving an unlawful conflict of interest between the director and
the Company under California law. The provision also does not affect a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws.
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Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index. No opinion of counsel as to the legality of shares
being registered is required because no original issuance securities will be
issued pursuant to the PICO Holdings, Inc. Employees 401(k) Retirement Plan and
Trust (the "Plan"). The undersigned registrant hereby undertakes that it will
submit or has submitted the Plan and any amendments thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has made or will make all
changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings
(a) Rule 415 offering
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b) Filing incorporating subsequent Exchange Act documents by reference
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Request for acceleration of effective date or filing of registration
statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of La Jolla, State of California, on September 30, 1997.
PICO Holdings, Inc.
By:/s/ Gary W. Burchfield
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Gary W. Burchfield, Chief Financial
Officer and Treasurer
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POWER OF ATTORNEY
The officers and directors of PICO Holdings, Inc. whose signatures
appear below, hereby constitute and appoint Gary W. Burchfield and James F.
Mosier, and each of them, their true and lawful attorneys and agents, with full
power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof. Pursuant to the requirements of
the Securities Act of 1933, as amended, this registration statement has been
signed by the following persons in the capacities indicated on September 30,
1997.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
Chairman of the Board and Director
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Ronald Langley
/s/ John R. Hart President, Chief Executive Officer, and Director
- ------------------------------------ (Principal Executive Officer)
John R. Hart
/s/ Gary W. Burchfield Chief Financial Officer and Treasurer (Principal
- ------------------------------------ Financial and Accounting Officer)
Gary W. Burchfield
/s/ Robert R. Broadbent Director
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Robert R. Broadbent
/s/ Marshall J. Burak Director
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Marshall J. Burak
/s/ S. Walter Foulkrod, III, Esq. Director
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S. Walter Foulkrod, III, Esq.
/s/ Richard D. Ruppert, M.D. Director
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Richard D. Ruppert, M.D.
/s/ John D. Weil Director
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John D. Weil
Director
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Gary H. Weiss
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of La Jolla, State of
California, on September 30, 1997.
PICO HOLDINGS, INC. EMPLOYEES 401(k)
RETIREMENT PLAN AND TRUST
By: /s/ James F. Mosier
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James F. Mosier, Trustee
By: /s/ Richard H. Sharpe
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Richard H. Sharpe, Trustee
By: /s/ Gary W. Burchfield
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Gary W. Burchfield, Trustee
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<TABLE>
<CAPTION>
Sequentially
EXHIBIT INDEX Numbered Page
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<S> <C> <C>
4.1 Amended and Restated Articles of Incorporation of the --
Company is incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form 8-K filed on
December 4, 1996
4.2 Amended and Restated Bylaws of the Company are incorporated --
by reference to Exhibit 3.2.2 to Amendment No. 2 to the
Company's Registration Statement on Form S-4 filed on
October 2, 1996 (File No. 333-06671)
4.3 Rights Agreement dated July 22, 1991, between Citation --
Insurance Group and Security Pacific National Bank ("Rights
Agreement") is incorporated by reference to an exhibit to
the Company's Registration Statement on Form 8-A filed on
July 22, 1991
4.4 First Amendment to Rights Agreement dated April 30, 1996, is --
incorporated by reference to Exhibit 4.2 to the Company's
Registration Statement on Form 8-K filed on December 4, 1996
4.5 Second Amendment to Rights Agreement dated November 20, --
1996, is incorporated by reference to Exhibit 4.3 to the
Company's Registration Statement on Form 8-K filed on
December 4, 1996
4.6 Agreement and Plan of Reorganization dated as of May 1, --
1996, among Citation Insurance Group, Citation Holdings,
Inc., and Physicians Insurance Company of Ohio and amendment
thereto dated August 14, 1996, and related Agreement of
Merger, is incorporated by reference to Exhibit 2.2 to
Amendment No. 2 to the Company's Registration Statement
on Form S-4 filed on October 2, 1996 (File No. 333-06671)
4.7 Second Amendment to Agreement and Plan of Reorganization --
dated November 12, 1996, is incorporated by reference to
Exhibit 2.3 to the Company's Registration Statement on Form
8-K filed on December 4, 1996
23 Consent of Coopers & Lybrand L.L.P.
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24 Power of Attorney (included in signature pages to this 6
registration statement)
</TABLE>
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our reports dated April 15, 1997 on our audits of the consolidated
financial statements and consolidated financial statement schedules of PICO
Holdings, Inc.
/s/ COOPERS & LYBRAND L.L.P.
San Diego, California
September 30, 1997
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