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The total number of pages contained herein is 6.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
PICO Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
693366 10 6
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(CUSIP Number)
Michael Manire, D'Amato & Lynch, 70 Pine Street, New York, NY 10270
(212) 269-0927
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 28, 1997
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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 [ ].
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).
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SCHEDULE 13D
CUSIP NO. 719410 PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GUINNESS PEAT GROUP plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,030,454 (5,753,129 have been acquired,
BENEFITIALLY and 277,325 are subject to an option to acquire)
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 6,030,454 (5,753,129 have been acquired, and
277,325 are subject to an option to acquire)
10 SHARED DISPOSITIVE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,030,454 (5,753,129 have been acquired, and 277,325 are subject to
an option to acquire)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.56% (17.71% are currently owned, and exercise of an additional
option to acquire would increase the percentage owned by .85%)
14 TYPE OF REPORTING PERSON
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Introductory Statement,
On December 2, 1996, there was filed with the Securities and Exchange
Commission a Statement on Schedule 13D (the "Statement") relating to the
exchange of Class A Common Stock of Physicians Insurance Company of Ohio
("Physicians Common") for PICO Holdings, Inc. ("Holdings") common stock ("PICO
Common") in connection with the merger described therein which became effective
on November 20, 1996. Amendment No. 1 is now being filed to report an open
market sale by Guinness Peat Group plc ("GPG") of 324,000 of such common stock
for $4.13 per share.
Item 2. Identity and Background.
None of the information in Item 2 of the Statement has changed
except that:
The information on Schedule 1 to the Statement has changed. A revised
Schedule 1 is attached hereto.
Item 3. Source and Amount of Funds or Other Consideration.
None of the information in Item 3 of the Statement has changed except
that:
The Statement inadvertently failed to report that 1,769 shares of
Physicians Common indirectly beneficially owned by GPG through Dr. Gary Weiss
were converted on November 20, 1996 into 8,863 shares of PICO Common. Those
shares are held by Dr. Weiss on behalf of GPG pursuant to Dr. Weiss's terms of
employment with GPG. The Physicians Common which were converted into those 8,863
PICO Common shares were issued to Dr. Weiss in exchange for director's fees he
received from Physicians prior to the point at which GPG began requiring any
such shares to be formally transferred to GPG.
Item 5. Interest in the Securities of the Issuer.
None of the information in Item 5 of the Statement has changed except
that:
(a) GPG beneficially owns shares of Common Stock as follows:
(i) As a result of the sale of 324,000 shares, GPG became
the holder of 5,753,129 shares of PICO Common (which
includes the 8,863 shares of PICO Common held by Dr.
Gary Weiss which are described above in Item 3).
Based upon the number of shares of PICO Common
outstanding on May 28, 1997, GPG's holdings represent
approximately 17.71% of the such outstanding shares.
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(ii) As reported in the Statement, GPG also has the option
to purchase Additional Shares from the Issuer for
purchase prices that do not exceed in the aggregate
$1,174,817.37. The purchase price payable by GPG for
any such Additional Shares will be the average of the
closing bid prices for shares of the PICO Common as
reported by NASDAQ for the 20 days preceding the date
of GPG's written notification of its exercise of such
option to the Issuer. Based on the average of the
closing bid prices for shares of the PICO Common as
reported by NASDAQ for the 20 days preceding
May 28, 1997, a full exercise by GPG of such option
on such date would have entitled GPG to acquire an
additional 277,325 shares of the PICO Common. Such
additional shares would increase the number of shares
of PICO Common owned by GPG to 6,030,454 and would
increase the percentage of outstanding shares of PICO
Common owned by GPG to 18.56%.
[The balance of this page has intentionally been left blank.]
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SIGNATURE
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.
Dated: June 9, 1997
Guinness Peat Group plc
By: /s/ B. A. Nixon
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Name: B. A. Nixon
Title: Director
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SCHEDULE 1 (Revised)
<TABLE>
<CAPTION>
NAME AND BUSINESS POSITION WITH GPG AND CITIZENSHIP
ADDRESS PRINCIPAL OCCUPATION
<S> <C> <C>
Trevor J. N. Beyer Director of GPG, Alvis plc, Brown New Zealand
Guinness Peat Group plc Shipley Holdings, Avimo Group Ltd
Second Floor and Waterfall Holdings plc
21-26 Garlick Hill
London EC4V 2AU England
Sir Ron Brierley Director and Chairman of the Board New Zealand
Guinness Peat Group plc of GPG; non-executive Director and
Second Floor Founder President of Brierley
21-26 Garlick Hill Investments Ltd; Director of
London EC4V 2AU England Australian Gas Light Company,
Advanced Bank (Australia) Ltd,
Tyndall Australia Ltd, Mid-East
Minerals Ltd, Brown Shipley
Holding Ltd.
Blake A. Nixon Executive Director of GPG; Director New Zealand
Guinness Peat Group plc of Brown Shipley Holdings Ltd, the
Second Floor Groucho Club London plc and
21-26 Garlick Hill Hampshire Company PLC; Alternate
London EC4V 2AU England Director of Tyndall Australia Ltd.
Dr. Gary H. Weiss Executive Director of GPG; Deputy New Zealand
Guinness Peat Group plc Chairman of Tyndall Australia Ltd.
Second Floor and Mid-East Minerals Ltd; Director
21-26 Garlick Hill of Allgas Energy Ltd, Brown Shipley
London EC4V 2AU England Holdings Ltd, PICO Holdings, Inc.
(the Issuer), Premier Investments Ltd
and Turners & Growers Ltd.
Maurice William Loomes Executive Director of GPG; Australia
Guinness Peat Group plc Director of ASC Ltd, Turners &
Second Floor Growers Ltd, Tyndall Australia Ltd
21-26 Garlick Hill and Canberra Investment
London EC4V 2AU England Corporation Ltd.
Anthony Ian Gibbs Executive Director of GPG; New Zealand
Guinness Peat Group plc Chairman of Turners & Growers
Second Floor Ltd; Director of The New Zealand
21-26 Garlick Hill Guardian Trust Co. Ltd and Tyndall
London EC4V 2AU England Australia Ltd.
</TABLE>
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