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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) September 22, 1998
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PICO HOLDINGS, INC.
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(Exact name of registrant as specified in charter)
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<CAPTION>
California 0-18786 94-2723335
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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875 Prospect Street, Suite 301, La Jolla, California 92037
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(Address of principal executive offices) (Zip Code)
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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 September 22, 1998, the Registrant publicly announced that it filed
a Joint Proxy Statement with the Securities and Exchange Commission on
September 18, 1998, with Global Equity Corporation ("GEC"). The Joint
Proxy statement was filed in connection with the proposed business
combination of the Registrant and GEC. The Registrant and GEC signed a
combination agreement on September 18, 1998 for the Registrant to
acquire the approximate 48% of GEC not currently owned by the
Registrant directly or indirectly, at which point GEC will become a
wholly-owned subsidiary of the Registrant. A copy of the press release
relating to this public announcement is attached hereto as Exhibit 99.
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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: October 8, 1998 By: /s/ Gary W. Burchfield
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Gary W. Burchfield
Chief Financial Officer and Treasurer
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EXHIBITS INDEX
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Exhibit Number Description
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99. September 22, 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)--SEPTEMBER 22, 1998--PICO
Holdings, Inc. ("PICO") and Global Equity Corporation ("GEC") announced today
that they filed on September 18 with the Securities and Exchange Commission
their Joint Proxy Statement in connection with their proposed business
combination. The two companies signed a combination agreement on September 18
for PICO to acquire the approximate 48 % of GEC not currently owned by PICO, at
which point GEC will become a wholly-owned subsidiary of PICO.
At present, PICO owns approximately 52% of GEC's issued and outstanding
shares. Under the terms of the transaction, GEC will become a wholly-owned
subsidiary of PICO by means of a share exchange; each GEC share will be
exchanged for .4628 of a PICO Share. PICO currently anticipates that the PICO
shares which may be issued pursuant to the transaction will be issued pursuant
to an exemption from registration provided by Section 3(a)(10) under the
Securities Act of 1933, as amended. Accordingly, if the exemption is permitted
by the SEC, the shares issued to GEC's minority shareholders pursuant to the
transaction may be traded without restrictions under U.S. securities law, but
will not be registered under the Act.
The independent committee of GEC's board of directors has received an
opinion from its financial advisor, First Marathon Securities Limited, that the
transaction is fair, from a financial point of view, to the minority
shareholders of GEC, and the independent committee has recommended that the GEC
board of directors recommend acceptance of the transaction to GEC's minority
shareholders.
Approval of both companies' shareholders, as well as Canadian court
approval, is needed to complete the transaction. Upon completion of the SEC's
review of the Joint Proxy Statement, which is expected to take 45 days or more,
shareholders meetings for both companies will be scheduled. This press release
is not a solicitation of proxies. Proxies will be solicited by the companies
pursuant to the Joint Proxy Statement after all regulatory reviews have been
completed.
PICO Holdings, Inc. is an insurance and investment holding company with
offices in La Jolla, California. Its stock trades on Nasdaq-National Market
under the symbol "PICO". Global Equity Corporation is a strategic international
investment and operating company with offices in Toronto, Ontario and La Jolla.
Its stock trades on the Toronto Stock Exchange and The Montreal Exchange under
the symbol "GEQ".
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For further information contact:
GLOBAL EQUITY CORPORATION: MAX WEBB (619) 551-6835 (EXT. 216)
PICO HOLDINGS, INC.: RICHARD H. SHARPE (619) 456-6022 (EXT. 201)
JAMES F. MOSIER (619) 456-6022 (EXT. 202)
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