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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. 2)*
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)
May 13, 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-l(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-l(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 6 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
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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
5,875,O18 (5,645,470 have been acquired, and
NUMBER OF 229,548 are subject to an option to acquire)
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 5,875,O18 (5,645,470 have been acquired, and
WITH 229,548 are subject to an option to acquire)
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10 SHARED DISPOSITIVE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,875,O18 (5,645,470 have been acquired, and 229,548 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)
18.02% (17.32% are currently owned, and exercise of an additional option
to acquire would increase the percentage owned by .70%)
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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 was filed on June 9, 1997 to report an
open market sale by Guinness Peat Group plc ("GPG") of 324,000 shares of such
common stock for $4.13 per share. This Amendment No. 2 is now being 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.
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 4. Purpose of Transaction.
None of the information in Item 4 of the Statement, as amended by Amendment
No. 1, has changed except that Dr. Gary Weiss resigned from PICO's Board of
Directors on April 6, 1998. GPG currently has no designee on PICO's Board of
Directors, nor does it presently intend to exercise any rights it may have to
designate a replacement for Dr. Weiss.
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 110,000 shares, GPG became the holder
of 5,645,470 shares of PICO Common (which includes the 8,863
shares of PICO Common formerly held by Dr. Gary Weiss which are
described above in Item 3 of Amendment No. 1 and which have been
re-registered in the name of GPG). Based upon the number of
shares of PICO Common outstanding on May 14, 1998, GPG's holdings
represent approximately 17.32% of such outstanding 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 May 12,
1998, a full exercise by GPG of such option on such date would
have entitled GPG to acquire an additional 229,548 shares of the
PICO Common. Such additional shares would increase the number of
shares of PICO Common owned by GPG to 5,875,018 and would
increase the percentage of outstanding shares of PICO Common
owned by GPG to 18.02%.
[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: May 26, 1998
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>
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NAME AND BUSINESS POSITION WITH GPG AND CITIZENSHIP
ADDRESS PRINCIPAL OCCUPATION
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<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
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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.
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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.
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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
London EC4V 2AU England Shipley Holdings Ltd., Premier
Investments Ltd and Turners &
Growers Ltd.
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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.
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Anthony Ian Gibbs Executive Director of GPG; Chairman New Zealand
Guinness Peat Group plc 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.
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</TABLE>
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