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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) May 8, 1998
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PICO HOLDINGS, INC.
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(Exact name of registrant as specified in charter)
California 0-18786 94-2723335
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
875 Prospect Street, Suite 301, La Jolla, California 92037
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 456-6022
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On May 8, 1998, the Registrant publicly announced that it was
considering a proposal pursuant to which the Registrant would combine
with Global Equity Corporation ("GEC"). A copy of the press release
relating to this public announcement is attached hereto as Exhibit 99.
At the present time, the Registrant owns, directly or indirectly,
approximately 52% of GEC's outstanding common shares.
It is anticipated that GEC's current shareholders would exchange their
shares in GEC for newly issued shares of the Registrant, and GEC would
become a wholly-owned subsidiary of the Registrant. The exchange ratio
has not yet been determined and there can be no assurance that any
transaction will result from these discussions.
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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: May 20, 1998 By: /s/ Gary W. Burchfield
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Gary W. Burchfield
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
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Exhibit Number Description
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99. May 8, 1998 Joint Press Release between PICO Holdings,
Inc. and Global Equity Corporation.
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EXHIBIT 99.
NEWS RELEASE
FOR IMMEDIATE RELEASE
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PICO HOLDINGS, INC. AND GLOBAL EQUITY CORPORATION
JOINT PRESS RELEASE
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(LA JOLLA, CALIFORNIA - TORONTO, CANADA)--MAY 8, 1998--PICO Holdings,
Inc. of La Jolla, California and Global Equity Corporation of Toronto, today
announced that they are considering a proposal pursuant to which PICO Holdings,
Inc. would combine with Global Equity. PICO Holdings currently owns, directly or
indirectly, approximately 52% of the outstanding common shares of Global Equity.
The companies said they anticipate that current Global Equity
shareholders would exchange their shares through a Plan of Arrangement for a
direct interest in the common stock of PICO Holdings, and Global Equity would
become a wholly-owned subsidiary of PICO Holdings. The exchange ratio has not
yet been determined.
Global Equity's board of directors has created a special committee of
the directors who are independent of PICO Holdings to consider any proposed
transaction from the perspective of Global Equity's public minority
shareholders. The committee has appointed independent legal advisors and
appointed First Marathon Securities Limited as financial advisor.
While the companies stressed that there can be no assurance that any
transaction will result from these discussions, it is anticipated that if a
transaction is to proceed, its terms and conditions will likely be announced
within the next month.
Global Equity is an international investment company with offices in
Toronto, Canada and La Jolla, California. Its stock trades on the Toronto and
Montreal stock exchanges under the symbol "GEQ". PICO Holdings is a diversified
insurance and investment holding company, headquartered in La Jolla, which
trades under the symbol "PICO" on the Nasdaq National Market System.
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For further information contact:
GLOBAL EQUITY CORPORATION: MAX WEBB (619) 551-6835
PICO HOLDINGS, INC.: RICHARD H. SHARPE (619) 456-6022 (EXT. 201)
JAMES F. MOSIER (619) 456-6022 (EXT. 202)
FIRST MARATHON SECURITIES
LIMITED: MARIANNE ANDERSON (416) 869-7458
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