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The total number of pages contained herein is 5.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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, N.Y. 10270
(212) 269-0927
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 28, 1998
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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 5 PAGES
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<TABLE>
<S> <C> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GUINNESS PEAT GROUP PLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
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7 SOLE VOTING POWER
2,570,742 (2,282,885 have been acquired, and 287,857 are subject to an option to acquire)
NUMBER OF -------------------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -------------------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,570,742 (2,282,885 have been acquired, and 287,857 are subject to an option to acquire)
PERSON
WITH -------------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,570,742 (2,282,885 have been acquired, and 287,857 are subject to an option to acquire)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.89% (7.00% are currently owned, and exercise of an additional
option to acquire would increase the percentage owned by 0.89%)
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14 TYPE OF REPORTING PERSON
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</TABLE>
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Introductory Statement
On December 2, 1996, GPG 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 was filed on June 9, 1997 to report an
open market sale by GPG ("GPG") of 324,000 shares of such common stock for $4.13
per share. Amendment No. 2 was filed to report open market sales by GPG of
100,000 shares of PICO Common for a price of $5.00 per share, and an additional
10,000 shares of PICO Common for a price of $5.25 per share. This Amendment No.
3 is now being filed to report the sale by GPG of 3,362,585 shares of PICO
Common at $4.375 per share in a private transaction on July 28, 1998.
GPG notes that it has agreed in principle to a separate, anticipated
transaction with Holdings pursuant to which 2,064,229 shares of PICO Common
which are subject to Call Option Agreements described and defined in Item 6 of
the Statement will be transferred from GPG to Holdings in consideration for
$1,600,000 ($0.78 per share) and Holdings' assumption of GPG's obligations under
those agreements (the "Anticipated Holdings Transaction").
Item 4. Purpose of Transaction.
None of the information in Item 4 of the Statement has changed except
that GPG expects to complete the Anticipated Holdings Transaction.
Item 5. Interest in the Securities of the Issuer.
None of the information in Item 5 of the Statement, as amended by
Amendments Nos. 1 and 2, has changed except that:
(a) GPG beneficially owns shares of Common Stock as follows:
(i) As a result of the sale of 3,362,585 shares, GPG holds
2,282,885 shares of PICO Common. Based upon the number of
shares of PICO Common outstanding on May 14, 1998, GPG's
holdings represent approximately 7.00% of such
outstanding shares. If the Anticipated Holdings
Transaction settles as contemplated, 2,064,229 shares
will be transferred from GPG to Holdings. Consequently,
GPG will hold of 218,656 shares of PICO Common. GPG's
holdings after the Anticipated Holdings Transaction would
represent approximately 0.67% of the outstanding PICO
Common shares.
(ii) As reported in the Statement, GPG also has the option to
purchase
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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 August 6, 1998, a full exercise by GPG of such
option on such date would have entitled GPG to acquire an
additional 287,857 shares of the PICO Common. Such
additional shares would increase the number of shares of
PICO Common owned by GPG to 2,570,742 and would increase
the percentage of outstanding shares of PICO Common owned
by GPG to 7.89%.
If the Anticipated Holdings Transaction is completed as
contemplated, GPG will no longer have the foregoing
option to purchase PICO Common.
Item 6.
None of the information in Item 6 of the Statement has changed except
that:
GPG expects to complete the Anticipated Holdings Transaction. Pursuant
to that transaction, GPG will transfer 2,064,229 shares of PICO Common which are
subject to Call Option Agreements described and defined in Item 6 of the
Statement to Holdings in consideration for $1,600,000 ($0.78 per share) and
Holdings' assumption of GPG's obligations under those agreements. Documentation
of the Anticipated Holdings Transaction has not been completed.
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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: August 7, 1998
Guinness Peat Group plc
By: /s/ J.R. Russell
_________________________________
Name: J.R. Russell
Title: Company Secretary
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