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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. 4 )*
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)
August 21, 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
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CUSIP NO. 719410 PAGE 2 OF 5 PAGES
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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 218,656
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 218,656
WITH
10 SHARED DISPOSITIVE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
218,656
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.67%
14 TYPE OF REPORTING PERSON
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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. Amendment No. 3 was
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. This Amendment No. 4 is now
being filed to report the that the 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 "Holdings
Transaction") which was reported as anticipated in Amendment No. 3 was effected
on August 21, 1998.
Item 4. Purpose of Transaction
None of the information in Item 4 of the Statement has changed except
that the Holdings Transaction was effected on August 21, 1998.
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 through 3, has changed except that:
(a) GPG beneficially owns shares of Common Stock as follows:
(i) As a result of the Holdings Transaction which included
the transfer of 2,064,229 shares from GPG to Holdings,
GPG holds 218,656 shares of PICO Common. Based upon the
number of shares of PICO Common outstanding on August 12,
1998, GPG's holdings represent approximately 0.67% of
such outstanding shares.
(ii) GPG no longer has the option to purchase Additional
Shares from the Issuer as set forth in the Statement and
its Amendments 1 through 3.
Item 6.
None of the information in Item 6 of the Statement has changed except
that:
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GPG has effected the Holdings Transaction. Pursuant to that transaction,
GPG has transferred 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.
Item 7.
None of the information in Item 7 of the Statement has changed except:
Exhibit I - Letter agreement, dated August 21, 1998, among GPG,
Holdings, John Hart and Ronald Langley.
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: August 28, 1998
Guinness Peat Group plc
By: /s/ B. A. Nixon
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Name: B.A. Nixon
Title: Director
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Guinness Peat Group plc
2nd Floor
21-26 Garlick Hill
London EC4V 2AU
Telephone: 0171 236 0336
Facsimile: 0171 329 8870
Mr R Langley
Chairman of the Board
PICO Holdings Inc
875 Prospect Street, Suite 301
La Jolla, California 92037
USA
21 August 1998
Dear Ron
This letter will confirm the purchase by PICO Holdings, Inc. ("PICO") from
Guinness Peat Group plc ("GPG") of 2,064,229 shares of PICO common stock (the
"Option Shares") which are subject to the Call Options Agreements dated 23
November 1993 between GPG and Ronald Langley and John Hart, respectively (the
"Call Option Agreements"). As consideration therefor, PICO has paid GPG the
purchase price of US$1,600,000.00. The Option Shares will remain subject to the
Call Option Agreements, and PICO has assumed all of the obligations of GPG under
each of the Call Option Agreements.
By signing where provided below, you and John Hart each consent to such sale of
Option Shares and the assumption by PICO of all of GPG's obligations under the
Call Option Agreements, and Langley, Hart and PICO release and discharge GPG,
its successors and affiliates, and their respective representatives and
attorneys (collectively, the "Releasees"), from and of any and all obligations,
liabilities and claims they may have now or in the future based upon, arising
out of or in connection with the Call Option Agreements or the Option Shares.
PICO agrees to indemnify and hold the Releasees harmless from any claims,
including without limitation expenses arising therefrom, which may be threatened
or asserted based on, arising out of or in connection with the matters released
or the transaction confirmed herein.
PICO acknowledges that the Option Shares have not been registered for sale or
resale under the Securities Act of 1933 (the "1933 Act"), and agrees that it
will not sell or offer to sell the Option Shares except in compliance with the
1993 Act and the rules and regulations thereunder.
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Upon execution and delivery of this letter, GPG shall instruct Harris Trust and
Savings Bank to transfer registration of the Option Shares, and to issue a
certificate for such Option Shares, to PICO.
GUINNESS PEAT GROUP PLC
/s/ B A Nixon
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Blake Nixon
Executive Director
Agreed to by:
PICO HOLDINGS INC
/s/ Ronald Langley August 21, 1998
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Ronald Langley Date
Chairman of the Board
/s/ Ronald Langley August 21, 1998
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Ronald Langley Date
/s/ John Hart August 21, 1998
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John Hart Date
