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Registration No.
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 identification no.)
of incorporation or organization)
875 Prospect Street, Suite 301
La Jolla, CA 92037
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(Address of principal executive offices) (Zip code)
INDIVIDUAL OPTION AGREEMENTS GRANTED UNDER
THE PHYSICIANS INSURANCE COMPANY OF OHIO
1995 NON-QUALIFIED STOCK OPTION PLAN
AND ASSUMED BY PICO HOLDINGS, INC.
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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 10
pages. The exhibit index may be found on pages 7-8 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
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<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered(1) registered share(2) price(2) fee
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<S> <C> <C> <C> <C>
Common Stock 2,545,026 $2.69 $6,846,119.94 $2,074.58
Par Value $0.001
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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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 Commission, and
Amendment No. 1 to the above-referenced latest report on Form 10-K, as filed
with the Commission (Commission File No. 0-18786).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a) above.
(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 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
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(1) The securities to be registered include options to acquire such
Common Stock.
(2) Estimated pursuant to Rule 457 solely for purposes of calculating
the registration fee. The price is computed on the basis of the exercise price.
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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
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The class of securities to be offered is registered under Section 12
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
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Inapplicable.
Item 6. Indemnification of Directors and Officers
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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.
Item 7. Exemption From Registration Claimed
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Inapplicable.
Item 8. Exhibits
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See Exhibit Index.
Item 9. Undertakings
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(a) Rule 415 offering
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The undersigned registrant hereby undertakes:
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(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.
(b) Filing incorporating subsequent Exchange Act documents by
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reference
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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
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registration statement on Form S-8.
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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
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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
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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 July 24,
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
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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 July 24, 1997.
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
/s/ Ronald Langley
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Ronald Langley Chairman of the Board, Director
/s/ John R. Hart
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John R. Hart President, Chief Executive Officer, Director
(Principal Executive Officer)
/s/ Gary W. Burchfield
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Gary W. Burchfield Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
/s/ Robert R. Broadbent
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Robert R. Broadbent Director
/s/ Marshall J. Burak
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Marshall J. Burak Director
/s/ S. Walter Foulkrod, III, Esq.
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S. Walter Foulkrod, III, Esq. Director
/s/ Richard D. Ruppert, M.D.
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Richard D. Ruppert, M.D. Director
/s/ John D. Weil
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John D. Weil Director
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Gary H. Weiss Director
</TABLE>
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Sequentially
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, is incorporated by reference to
exhibit filed with 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
5 Opinion re legality 9
23.1 Consent of Counsel (included in Exhibit 5) --
</TABLE>
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<TABLE>
<S> <C> <C>
23.2 Consent of Coopers & Lybrand L.L.P. 10
24 Power of Attorney (included in signature pages to --
this registration statement)
</TABLE>
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[LETTERHEAD OF GARY CARY WARE & FREIDENRICH]
ATTORNEYS AT LAW
400 HAMILTON AVENUE
PALO ALTO, CA 94301-1825
TEL (415) 328-6561
FAX (415) 327-3699
http://www.gcwf.com
EXHIBIT 5
OUR FILE NO.
101472-150439
July 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for PICO Holdings, Inc., a California corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 2,545,026 shares of the
Common Stock, $0.001 par value, of the Company which may be issued pursuant to
the exercise of options granted under the Physicians Insurance Company of Ohio
1995 Non-Qualified Stock Option Plan (the "Plan"), evidenced by option grant
agreements dated August 24, 1995 (the "Option Agreements"), and assumed by PICO
Holdings, Inc. (the "Options") pursuant to the Agreement and Plan of
Reorganization dated May 1, 1996, as amended (the "Merger Agreement"), by and
among the Company (then known as "Citation Insurance Group"), Physicians
Insurance Company of Ohio, an Ohio corporation ("Physicians Insurance"), and
Citation Holdings, Inc., an Ohio corporation and wholly-owned subsidiary of the
Company ("Subsidiary"), pursuant to which Subsidiary merged with and into
Physicians Insurance.
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California and the federal law of the
United States.
Based on such examination, we are of the opinion that the 2,545,026
shares of Common Stock which may be issued upon exercise of the Options are duly
authorized shares of the Company's Common Stock, and, when issued against
receipt of the consideration therefor in accordance with the provisions of the
Option Agreements, the Plan and the Merger Agreement, will be validly issued,
fully paid and nonassessable. We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement referred to above and the use of our
name wherever it appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
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We consent to the incorporation by reference in this registration statement on
Form S-8 of our report 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.
COOPERS & LYBRAND L.L.P.
San Diego, California
July 24, 1997
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