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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
HyperFeed Technologies, Inc. (formerly known as PC Quote, Inc.)
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
44913S
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(CUSIP Number)
James F. Mosier,
Corporate Secretary and General Counsel
PICO Holdings, Inc.
875 Prospect Street, Suite 301
La Jolla, CA 92037
(858) 456-6022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 17, 2001
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 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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CUSIP NO. 44913S AMENDMENT NO. 8
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
PICO Holdings, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [X]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 11,742,235 shares
8. SHARED VOTING POWER: 2,390,816 shares
9. SOLE DISPOSITIVE POWER: 11,742,235 shares
10. SHARED DISPOSITIVE POWER: 2,390,816 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,133,051 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
50.8%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO; HC
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CUSIP NO. 44913S AMENDMENT NO. 8
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Physicians Insurance Company of Ohio
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [X]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
Not applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: None
8. SHARED VOTING POWER: 1,568,318 shares
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: 1,568,318 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,568,318 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.5%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
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CUSIP NO. 44913S AMENDMENT NO. 8
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Citation Insurance Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [X]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: None
8. SHARED VOTING POWER: 822,498 shares
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: 822,498 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
822,498 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
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CUSIP NO. 44913S AMENDMENT NO. 8
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Sequoia Insurance Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [X]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: None
8. SHARED VOTING POWER: 822,498 shares
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: 822,498 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
822,498 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
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Item 1. Security and Issuer.
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This Amendment No. 8 to Schedule 13D ("Amendment No. 8") relates to
the shares of Common Stock, $.001 par value (the "HyperFeed Shares"), of
HyperFeed Technologies, Inc., a Delaware corporation formerly known as PC Quote,
Inc. ("HyperFeed"). The address of the principal executive offices of HyperFeed
is 300 South Wacker Drive, Suite 300, Chicago, Illinois 60606.
Item 2. Identity and Background.
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The persons filing this Amendment No. 8 are PICO Holdings, Inc.
("Holdings"), Physicians Insurance Company of Ohio ("Physicians"), Citation
Insurance Company ("Citation") and Sequoia Insurance Company ("Sequoia").
A. Holdings is a California insurance and investment holding company
which is the parent of Physicians and Citation and the indirect parent of
Sequoia. Holdings' business address is 875 Prospect Street, Suite 301, La Jolla,
California 92037.
The directors of Holdings include:
(i) S. Walter Foulkrod, III, Esq., whose business address is S.
Walter Foulkrod, III & Associates, 1800 Linglestown Road, Suite 306, Harrisburg,
Pennsylvania 17110. Mr. Foulkrod is an attorney and the owner of S. Walter
Foulkrod, III & Associates, Attorneys at Law. Mr. Foulkrod is a citizen of the
United States.
(ii) Richard D. Ruppert, MD, whose residence address is 2710
Falmouth Drive, P.O. Box 352855, Toledo, Ohio 43635-2855. Dr. Ruppert is a
physician. Dr. Ruppert is a citizen of the United States.
(iii) David A. Williams, whose business address is One First
Canadian Place, Suite 6250, Toronto, Ontario M5X1C7, Canada. He is Chairman of
Roxborough Holdings Limited, an investment firm. Mr. Williams is a citizen of
Canada.
(iv) John R. Hart, whose business address is 875 Prospect Street,
Suite 301, La Jolla, California 92037. Mr. Hart serves as President and Chief
Executive Officer of each of Holdings and Physicians and Chairman of the Board
of each of Citation and Sequoia. Mr. Hart is a citizen of the United States.
(v) Ronald Langley, whose business address is 875 Prospect
Street, Suite 301, La Jolla, California 92037. Mr. Langley serves as Chairman of
the Board of each of Holdings and Physicians. Mr. Langley is a citizen of the
United States.
(vi) John D. Weil, whose business address is 200 North Broadway,
Suite 825, St. Louis, Missouri 63102-2573. Mr. Weil serves as President of
Clayton Management Company, a strategic investment company. Mr. Weil is a
citizen of the United States.
(vii) Carlos C. Campbell, whose business address is 11530 Links
Drive, Reston, Virginia 20190-4821. Mr. Campbell is President of C.C. Campbell &
Company, a business consulting firm. Mr. Campbell is a citizen of the United
States.
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(viii) Robert R. Broadbent, whose business address is Tower City
Center, 2900 Terminal Tower, Cleveland, Ohio 44113-2204. Mr. Broadbent is a
retail consultant. Mr. Broadbent is a citizen of the United States.
The executive officers of Holdings, in addition to Messrs. Langley
and Hart, are:
(i) Richard H. Sharpe, whose business address is 875 Prospect
Street, Suite 301, La Jolla, California 92037. Mr. Sharpe serves as Chief
Operating Officer of each of Holdings and Physicians. Mr. Sharpe is a citizen of
the United States.
(ii) Maxim C. W. Webb, whose business address is 875 Prospect
Street, Suite 301, La Jolla, California 92037. Mr. Webb serves as Chief
Financial Officer and Treasurer of Holdings. He is a citizen of Great Britain.
(iii) James F. Mosier, Esq., whose business address is 875
Prospect Street, Suite 301, La Jolla, California 92037. Mr. Mosier serves as
General Counsel and Corporate Secretary of each of Holdings and Physicians and
Secretary of each of Citation and Sequoia. He is a citizen of the United States.
There is no controlling shareholder of Holdings.
B. Physicians is an Ohio licensed insurance corporation which
operates primarily as a diversified investment and insurance company.
Physicians' business address is One Easton Oval, Suite 530, Columbus, Ohio
43219-6091. Physicians is a wholly-owned subsidiary of Holdings.
The directors of Physicians are S. Walter Foulkrod, III, Esq.;
Richard D. Ruppert, MD; John R. Hart; Ronald Langley; and John D. Weil. Each of
their backgrounds has been described in Item 2(A) of this Amendment No. 8.
The executive officers of Physicians, in addition to Messrs. Langley
and Hart, are:
(i) Richard H. Sharpe, whose background is described in Item 2(A)
of this Amendment No. 8.
(ii) Martha G. Althauser, Esq., whose business address is
Physicians Insurance Company of Ohio, One Easton Oval, Suite 530, Columbus, Ohio
43219-6091. Ms. Althauser serves as Vice President, Claims of Physicians. She is
a citizen of the United States.
(iii) J. Steven Bricker, whose business address is Physicians
Insurance Company of Ohio, One Easton Oval, Suite 530, Columbus, Ohio
43219-6091. Mr. Bricker serves as Controller and Treasurer of Physicians. He is
a citizen of the United States.
(iv) James F. Mosier, Esq., whose background is described in Item
2(A) of this Amendment No. 8.
C. Citation is a California-domiciled insurance corporation licensed
to write property and casualty insurance in Arizona, California, Colorado,
Hawaii, Nevada, New Mexico and Utah. Citation's business address is 70 Garden
Court, 2nd Floor, Monterey, California 93940. Citation is a wholly-owned
subsidiary of Holdings.
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The directors of Citation include:
(i) John R. Hart, whose background is described in Item 2(A) of
this Amendment No. 8.
(ii) Ronald Langley, whose background is described in Item 2(A)
of this Amendment No. 8.
(iii) Richard H. Sharpe, whose background is described in Item
2(A) of this Amendment No. 8.
(iv) Charles E. Bancroft, whose business address is 70 Garden
Court, 2nd Floor, Monterey, California 93940. Mr. Bancroft is President, Chief
Executive Officer and a director of Citation and Sequoia. Mr. Bancroft is a
citizen of the United States.
The executive officers of Citation, in addition to Messrs. Hart and
Bancroft, are:
(i) Robert M. Erickson, whose business address is 70 Garden
Court, 2nd Floor, Monterey, California 93940. Mr. Erickson is Chief Financial
Officer, Treasurer and Assistant Secretary of Citation and Sequoia. Mr. Erickson
is a citizen of the United States.
(ii) James F. Mosier, Esq., whose background is described in Item
2(A) of this Amendment No. 8.
D. Sequoia is a California-domiciled insurance corporation licensed
to write insurance coverage for property and casualty risks within the States of
California and Nevada. Sequoia is a wholly-owned subsidiary of Physicians.
The directors of Sequoia are John R. Hart; Ronald Langley; Richard H.
Sharpe; and Charles E. Bancroft. Their respective backgrounds are described in
Items 2(A) and 2(C) of this Amendment No. 8.
The executive officers of Sequoia are John R. Hart, Chairman of the
Board; Charles E. Bancroft, President and Chief Executive Officer; Robert M.
Erickson, Chief Financial Officer, Treasurer and Assistant Secretary; and James
F. Mosier, Esq., Secretary. Their respective backgrounds are described in Items
2(A) and 2(C) of this Amendment No. 8.
E. During the last five years, none of Holdings, Physicians, Citation
and Sequoia and, to the best knowledge of those corporations, no individual
named in Item 2(A), Item 2(B), Item 2(C) or Item 2(D) of this Amendment No. 8,
has been convicted in a criminal proceeding.
F. During the last five years, none of Holdings, Physicians, Citation
and Sequoia and, to the best knowledge of those corporations, no individual
named in Item 2(A), Item 2(B), Item 2(C) or Item 2(D) of this Amendment No. 8,
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
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Please see Item 4 of this Amendment No. 8.
Item 4. Purpose of Transaction.
---------------------------------
On September 17, 2001, Holdings converted all 19,075 shares of Series
A 5% Convertible Preferred Stock (the "Series A Preferred Shares") which
Holdings then held and received in exchange therefor 3,290,717 HyperFeed Shares.
On that same date, Holdings also converted all 20,763 shares of Series B 5%
Convertible Preferred Stock (the "Series B Preferred Shares") which Holdings
then held and received in exchange therefor 3,008,791 HyperFeed Shares. The
conversion price of both the Series A Preferred Shares and the Series B
Preferred Shares was $1.03, based upon the closing price of the HyperFeed Shares
on September 10, 2001.
On September 17, 2001, each of Citation and Sequoia converted all
4,014 Series B Preferred Shares which it then held and received in exchange
therefor 581,674 HyperFeed Shares. The conversion price of these Series B
Preferred Shares was also $1.03.
Item 5. Interest in Securities of the Issuer.
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(A) (B) Beneficial Ownership of HyperFeed Shares:
HyperFeed Shares which
may be Acquired upon Total HyperFeed Percent of Out-
HyperFeed Shares Exercise of Common Stock Shares Bene- standing HyperFeed
Person (1) Currently Held Purchase Warrants ficially Owned Shares (2)
---------- -------------- ----------------------- -------------- ----------
Holdings 10,077,856 (3)(4)(5) 4,055,195 (6)(7)(8) 14,133,051 50.8%
Physicians 1,327,494 (3)(4) 240,824 (8) 1,568,318 6.5%
Citation 581,674 (5) 240,824 (7) 822,498 3.4%
Sequoia 581,674 (4) 240,824 (8) 822,498 3.4%
-------------------
(1) None of the directors or executive officers of Holdings, Physicians,
Citation or Sequoia individually beneficially owns any HyperFeed
Shares. The directors and executive officers of each of Holdings,
Physicians, Citation and Sequoia disclaim beneficial ownership of the
HyperFeed Shares beneficially owned by the corporation for which they
serve as directors and/or executive officers.
(2) The percent of the outstanding HyperFeed Shares is based upon
23,756,185 HyperFeed Shares outstanding as of September 17, 2001, and
the number of HyperFeed Shares that the person may acquire upon
exercise of outstanding Common Stock Purchase Warrants.
(3) Includes 745,820 HyperFeed Shares beneficially owned directly by
Physicians which is a direct wholly-owned subsidiary of Holdings. As
a result of Holdings' status as parent of Physicians, Physicians and
Holdings may be deemed to share voting and investment power with
respect to these HyperFeed Shares.
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(4) Includes 581,674 HyperFeed Shares beneficially owned directly by
Sequoia which is a direct wholly-owned subsidiary of Physicians. As a
result of Holdings' status as parent of Physicians and Physicians'
status as parent of Sequoia, Sequoia, Physicians and Holdings may be
deemed to share voting and investment power with respect to these
HyperFeed Shares.
(5) Includes 581,674 HyperFeed Shares beneficially owned directly by
Citation which is a direct wholly-owned subsidiary of Holdings. As a
result of Holdings' status as parent of Citation, Holdings and
Citation may be deemed to share voting and investment power with
respect to these HyperFeed Shares.
(6) Includes 3,573,547 HyperFeed Shares which may be acquired upon
exercise of the Common Stock Purchase Warrants beneficially owned
directly by Holdings.
(7) Includes 240,824 HyperFeed Shares which may be acquired upon exercise
of the Common Stock Purchase Warrant beneficially owned directly by
Citation. As a result of Holdings' status as parent of Citation,
Citation and Holdings would be deemed to share voting and investment
power with respect to these HyperFeed Shares.
(8) Includes 240,824 HyperFeed Shares which may be acquired upon exercise
of the Common Stock Purchase Warrant beneficially owned directly by
Sequoia. As a result of Holdings' status as parent of Physicians and
Physicians' status as parent of Sequoia, Sequoia, Physicians and
Holdings would be deemed to share voting and investment power with
respect to these HyperFeed Shares.
(C) See Item 4 of this Amendment No. 8.
(D) See Items 5(A) and 5(B) of this Amendment No. 8.
(E) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
--------------------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
See Items 4, 5(A), 5(B) and 7 of this Amendment No. 8.
Item 7. Material to be Filed as Exhibits.
-------------------------------------------
Exhibit A - Joint Filing Agreement, dated as of October 30, 2000,
among PICO Holdings, Inc., Physicians Insurance
Company of Ohio, Citation Insurance Company and
Sequoia Insurance Company (Incorporated herein by
reference to Exhibit A to Amendment No. 6 to Schedule
13D filed on behalf of Holdings, Physicians, Citation
and Sequoia with the SEC on October 31, 2000)
Exhibit B - Common Stock Purchase Warrant reissued to PICO
Holdings, Inc. (Incorporated herein by reference to
Exhibit B to Amendment No. 6 to Schedule 13D filed on
behalf of Holdings, Physicians, Citation and Sequoia
with the SEC on October 31, 2000)
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Exhibit C - Common Stock Purchase Warrant reissued to Physicians
Insurance Company of Ohio (sold to PICO Holdings,
Inc. effective September 30, 2000) (Incorporated
herein by reference to Exhibit C to Amendment No. 6
to Schedule 13D filed on behalf of Holdings,
Physicians, Citation and Sequoia with the SEC on
October 31, 2000)
Exhibit D - Common Stock Purchase Warrant reissued to Citation
Insurance Company (Incorporated herein by reference
to Exhibit D to Amendment No. 6 to Schedule 13D filed
on behalf of Holdings, Physicians, Citation and
Sequoia with the SEC on October 31, 2000)
Exhibit E - Common Stock Purchase Warrant reissued to Sequoia
Insurance Company (Incorporated herein by reference
to Exhibit E to Amendment No. 6 to Schedule 13D filed
on behalf of Holdings, Physicians, Citation and
Sequoia with the SEC on October 31, 2000)
Exhibit F - Common Stock Purchase Warrant issued to PICO
Holdings, Inc. by PC Quote, Inc. on May 5, 1997
(Incorporated herein by reference to Exhibit E to
Amendment No. 1 to Schedule 13D filed on behalf of
Holdings, Physicians, American Physicians Life
Insurance Company and Physicians Investment Company
with the SEC on June 11, 1997)
Exhibit G - Form of First Amendment to Common Stock Purchase
Warrant between PC Quote, Inc. and PICO Holdings,
Inc. with respect to Common Stock Purchase Warrant
issued on May 5, 1997 (Incorporated herein by
reference to Exhibit 4.5 to PC Quote, Inc.'s Current
Report on Form 8-K, dated and filed with the SEC on
October 6, 1998 (the "PC Quote 1998 Form 8-K"))
Exhibit H - Common Stock Purchase Warrant issued to PICO
Holdings, Inc. by PC Quote, Inc. on August 8, 1997
(Incorporated herein by reference to Exhibit C to
Amendment No. 2 to Schedule 13D filed on behalf of
Holdings, Physicians, American Physicians Life
Insurance Company and Physicians Investment Company
with the SEC on September 17, 1997)
Exhibit I - Form of First Amendment to Common Stock Purchase
Warrant between PC Quote, Inc. and PICO Holdings,
Inc. with respect to Common Stock Purchase Warrant
issued on August 8, 1997 (Incorporated herein by
reference to Exhibit 4.6 to the PC Quote 1998 Form
8-K)
Exhibit J - Certificate of Designations of Series A and Series B
Preferred Stock of PC Quote, Inc. (Incorporated
herein by reference to Exhibit 3(d) to PC Quote,
Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 1998)
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SIGNATURES
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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.
Date: October 2, 2001 PICO HOLDINGS, INC.
By: /s/ James F. Mosier
--------------------------------------
James F. Mosier,
General Counsel and Secretary
Date: October 2, 2001 PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ James F. Mosier
--------------------------------------
James F. Mosier,
General Counsel and Secretary
Date: October 2, 2001 CITATION INSURANCE COMPANY
By: /s/ James F. Mosier
--------------------------------------
James F. Mosier,
Secretary
Date: October 2, 2001 SEQUOIA INSURANCE COMPANY
By: /s/ James F. Mosier
--------------------------------------
James F. Mosier,
Secretary
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