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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
PICO Holdings, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
693366-10-6
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(CUSIP Number)
Joseph D. Lehrer, Esq.
2000 Equitable Bldg., 10 S. Broadway, St. Louis, MO (314) 241-9090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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).
(Continued on following page(s))
Page 1 of 6 Pages
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SCHEDULE 13D
CUSIP NO. 693366-10-6 Page 2 of 6 Pages
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================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Weil
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,271,708, subject to the disclaimer contained in Item 5.
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH
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9 SOLE DISPOSITIVE POWER
2,271,708, subject to the disclaimer contained in Item 5.
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,376,915, subject to the disclaimer contained in Item 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.32%
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14 TYPE OF REPORTING PERSON*
IN
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Page 3 of 6
CUSIP NO. 693366-10-6
AMENDMENT NO. 5 TO SCHEDULE 13D
The Reporting Person reported the acquisition of shares of Class A Common
Stock, $0.833 par value, of Physicians Insurance Company of Ohio
("Physicians") in an initial filing of this Schedule 13D as amended by
Amendment No.1, Amendment No. 2, Amendment No. 3, and Amendment No. 4.
Amendment No. 4 was filed on March 19, 1986. On November 20, 1996, Physicians
consummated a transaction (the "Merger") pursuant to which Citation Holdings,
Inc., a wholly owned subsidiary of Citation Insurance Group ("CIG"), merged
with and into Physicians pursuant to an Agreement and Plan of Reorganization
dated as of May 1, 1996, with Physicians being the accounting acquiror.
Pursuant to the Merger, each outstanding share of the common stock of
Physicians was converted into the right to receive 5.0099 shares of CIG's
common stock. Upon the consummation of the Merger, CIG changed its name to
PICO Holdings, Inc. Accordingly, to reflect the Merger as well as the transfer
to the partnerhsip controlled by the Reporting Person discussed herein, Item 1,
Item 2, Item 3, Item 4, Item 5 and Item 6 are hereby amended as follows. All
other items are unchanged from the initial filing, as amended.
ITEM 1. Security and Issuer.
The Reporting Person is the holder of shares of the Common Stock, $.001
par value ("Stock"), of PICO Holdings, Inc., a California corporation (the
"Issuer"), 875 Prospect Street, Suite 301, La Jolla, California 92037.
ITEM 2. Identity and Background.
(a) John D. Weil ("Reporting Person");
(b) 200 N. Broadway, Suite 825, St. Louis, Missouri 63102;
(c) Self-employed investor, 200 N. Broadway, Suite 825, St.
Louis, Missouri 63102;
(d) No;
(e) No;
(f) U.S.A.
ITEM 3. Source and Amount of Funds or Other Consideration.
All shares of Stock of the Issuer were purchased with the funds of the
owners of the shares of Stock listed in Item 5. All purchases of the shares of
Stock of the Issuer were made by purchase at prevailing market prices as quoted
by the NASDAQ National Market.
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Page 4 of 6
CUSIP NO. 693366-10-6
ITEM 4. Purpose of the Transaction.
The owners listed in Item 5 purchased the Stock of the Issuer for general
investment purposes. The owners listed in Item 5 may acquire additional shares
of the Stock of the Issuer, based upon their respective investment decisions.
The Reporting Person is on the Board of Directors of the Issuer.
Other than as described herein above, the owners listed in Item 5 have no
present plans or proposals which relate to or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(c) any material change in the present capitalization or dividend
policy of the Issuer;
(d) any other material change in the Issuer's business or
corporate structure;
(e) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(f) causing a class of securities of the Issuer to be delisted
from a national securities exchange or cease to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(g) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(h) any action similar to those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
(a) Subject to the disclaimer of beneficial ownership hereinafter
set forth, the Reporting Person hereby reports beneficial ownership
of 2,376,915 shares of Stock in the manner hereinafter described:
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Page 5 of 6
CUSIP NO. 693366-10-6
<TABLE>
<CAPTION>
Relationship to Number of Percentage of
Shares Held in Name of Reporting Person Shares Outstanding Securities
- ---------------------- ------------------------- --------- ------------------------
<S> <C> <C> <C>
Woodbourne Partners L.P.(1) Partnership Controlled 2,261,689 6.96%
by Reporting Person
Gideon J. Weil Son 6,011 .02%
Clayton Management Corporation Controlled
by Reporting Person 10,019 .03%
Victoria L. Weil Daughter 99,196 .31%
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TOTAL 2,376,915 7.32 %
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</TABLE>
The foregoing percentages assume that the Issuer has 32,486,718 shares of
Stock outstanding.
All shares of Stock held in the name of family members of the Reporting
Person are reported as beneficially owned by the Reporting Person because those
family members may seek investment advice or voting advice of the Reporting
Person. All shares of Stock held in the name of the corporation controlled by
the Reporting Person are reported as beneficially owned by the Reporting
Person because, as the sole shareholder of the corporation, the Reporting
Person has voting and investment power with respect to the shares of Stock
owned by such corporation. All shares of Stock held in the name of the
partnership controlled by the Reporting Person are reported as beneficially
owned by the Reporting Person because, as the sole shareholder of the corporate
general partner of such partnership, the Reporting Person has voting and
investment power with respect to the shares of Stock owned by such partnership.
Except for shares of Stock held in the name of the partnership controlled by
the Reporting Person or shares of Stock held in the name of the corporation
controlled by the Reporting Person, there is no written document or agreement
conferring the right of the Reporting Person to acquire or dispose of the Stock
or giving the Reporting Person the right to vote such shares of Stock.
AS PROVIDED IN S.E.C. REGULATION Section 240.13d-4, THE REPORTING PERSON
HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT
HE IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE
ACT, THE BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.
_______________________
(1) On November 1, 1996, all shares of Stock (other than Shares of Stock
held by the Reporting Person's family members and the corporation controlled by
the Reporting Person as reported in Item 5 above) previously reported as
beneficially owned by the Reporting Person, members of his family or family
trusts were transferred to Woodbourne Partners, L.P.
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CUSIP NO. 693366-10-6
(b) Subject to the above disclaimer of beneficial ownership, for each
person named in paragraph (a), the number of shares of Stock as to
which there is sole power to vote or direct the vote, shared power to
vote or direct the vote, sole power to dispose or direct the
disposition, or shared power to dispose or direct the disposition, is
the same as in paragraph (a).
(c) Not Applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Reporting Person is sole shareholder of the corporate general partner
of the partnership mentioned in Item 5. The Reporting Person is the sole
shareholder of the corporation mentioned in Item 5. The Reporting Person is
related to all other persons mentioned in Item 5.
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.
/s/ John D. Weil
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John D. Weil
July 15, 1997
