<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) September 23, 1998
PICO HOLDINGS, INC.
-------------------
(Exact name of registrant as specified in charter)
<TABLE>
<CAPTION>
California 0-18786 94-2723335
---------- ------- ----------
<S> <C> <C>
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
<TABLE>
<CAPTION>
875 Prospect Street, Suite 301, La Jolla, California 92037
<S> <C>
---------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
</TABLE>
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 September 30, 1998, the Registrant publicly announced that it and
its wholly-owned subsidiary, Physicians Insurance Company of Ohio,
signed an agreement on September 23, 1998 with PC Quote, Inc. The
agreement provides for the conversion of Physicians Insurance Company
of Ohio's $2,500,000 subordinated convertible debenture into Series A
5% Convertible Preferred Stocks and for the cancellation of the
Registrant's $3,290,000 working capital loan in return for Series B 5%
Convertible Preferred Stock. A copy of the press release relating to
this public announcement is attached hereto as Exhibit 99.
The agreement is subject to completion of certain conditions, including
approval by P C Quote's shareholders.
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: October 8, 1998 By: /s/ Gary W. Burchfield
----------------------
Gary W. Burchfield
Chief Financial Officer and Treasurer
3
<PAGE> 4
EXHIBITS INDEX
--------------
Exhibit Number Description
-------------- -----------
99. September 30, 1998 Press Release by PICO Holdings, Inc.
4
<PAGE> 1
Exhibit 99.
NEWS RELEASE
FOR IMMEDIATE RELEASE
- ---------------------
PICO HOLDINGS ANNOUNCES DEBT CONVERSION FOR P C QUOTE
(LA JOLLA, CALIFORNIA)--SEPTEMBER 30, 1998--PICO Holdings, Inc.
("PICO") and its wholly-owned subsidiary, Physicians Insurance Company of Ohio
("Physicians"), announced today that on September 23, 1998 they signed an
agreement with P C Quote, Inc. The agreement provides for the conversion of
Physicians' $2,500,000 subordinated convertible debenture and PICO's $3,290,000
working capital loan, plus accrued interest of approximately $800,000 into
convertible preferred stock of P C Quote.
Under the terms of the agreement, Physicians would receive Series A 5%
Convertible Preferred Stock through the conversion of the subordinated
convertible debenture, and PICO would receive Series B 5% Convertible Preferred
Stock for the cancellation of the working capital loan. The preferred shares are
convertible into shares of common stock at a maximum price of $1.5625 per share
for the Series A shares, and $1.3125 per share for the Series B shares (the
closing price of P C Quote stock as of the date the agreement was signed).
In addition, PICO will receive a Warrant to purchase the number of
common shares equal to the sum of 10% of the subordinated convertible debenture
balance plus the amount of the working capital loan, divided by the Series B
closing price, at an exercise price of 120% of the Series B closing price per
share.
The minimum number of common shares to be issued upon full conversion
would be 1,870,800 shares in exchange for the Series A preferred shares and
2,794,500 shares in exchange for the Series B preferred shares. The agreement is
subject to satisfaction of certain conditions, including approval by P C Quote's
shareholders. It is anticipated that the approval process will be completed
prior to year-end.
PICO Holdings, Inc. is an insurance and investment holding company with
headquarters in La Jolla, California. Its shares are traded on the
Nasdaq-National Market under the symbol "PICO".
# # #
CONTACT: GARY W. BURCHFIELD CHIEF FINANCIAL OFFICER AND TREASURER (EXT. 207)
JAMES F. MOSIER GENERAL COUNSEL AND SECRETARY (EXT. 202)
RICHARD H. SHARPE CHIEF OPERATING OFFICER (EXT. 201)
(619) 456-6022
5
