PICO HOLDINGS INC /NEW
8-K, 1998-12-18
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) November 30, 1998
                                                 -----------------

                               PICO HOLDINGS, INC.
                               -------------------
               (Exact name of registrant as specified in charter)


         California                     0-18786                  94-2723335
         ----------                     -------                  ----------
(State or other jurisdiction          (Commission               (IRS Employer
     of incorporation)                File Number)           Identification No.)


       875 Prospect Street, Suite 301, La Jolla, California       92037
       ----------------------------------------------------       -----
           (Address of principal executive offices)             (Zip Code)


Registrant's telephone number, including area code   (619) 456-6022
                                                     --------------


          -------------------------------------------------------------
          (Former name or former address, if changed since last report)
<PAGE>   2
ITEM 5.  OTHER EVENTS.

         On November 30, 1998 the Registrant publicly announced that it had
         eliminated the 1991 Shareholder Rights Plan. The Shareholder Rights
         Plan had been adopted by Citation Insurance Group prior to its
         acquisition by the Registrant.

         A copy of the press release relating to this public announcement is
         attached hereto as Exhibit 99.

                                       2
<PAGE>   3
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     PICO HOLDINGS, INC.


Date: December 18, 1998                By: /s/ Gary W. Burchfield
                                           -------------------------------------
                                           Gary W. Burchfield
                                           Chief Financial Officer and Treasurer

                                       3
<PAGE>   4
                                 EXHIBITS INDEX
                                 --------------


    Exhibit Number                           Description
    --------------                           -----------
               99.     November 30, 1998 Press Release by PICO Holdings, Inc.

                                       4

<PAGE>   1
                                                                     EXHIBIT 99.

                                                                    NEWS RELEASE

                                                           FOR IMMEDIATE RELEASE
                                                           ---------------------


                     PICO HOLDINGS ANNOUNCES ELIMINATION OF
                          1991 SHAREHOLDER RIGHTS PLAN


         (LA JOLLA, CALIFORNIA)--NOVEMBER 30, 1998--PICO Holdings, Inc. ("PICO")
announced today that it has eliminated the 1991 Shareholder Rights Plan which
had been adopted by Citation Insurance Group prior to its acquisition by PICO.
The action was taken by unanimous vote of PICO's independent directors, as
required by the terms of the Plan, and on the recommendation of management.

         The Plan was established in 1991 as a "poison pill" by the former
management of Citation Insurance Group and did not represent the policy or
philosophy of PICO's management.

         PICO Holdings, Inc. is a holding company headquartered in La Jolla,
California, principally engaged in property and casualty insurance; the
development of surface, water, geothermal and mineral rights; and strategic
investing. PICO stock trades on the Nasdaq National Market System under the
symbol "PICO". Further information is available through PICO's website at
www.picoholdings.com.


                                      # # #


CONTACT:          (619) 456-6022                 RICHARD H. SHARPE (EXT. 201)
                                                 CHIEF OPERATING OFFICER


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