UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 31, 2003
--------------
PICO HOLDINGS, INC.
-------------------
(Exact name of registrant as specified in its charter)
California 0-18786 94-2723335
---------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
875 Prospect Street, Suite 301, La Jolla, California 92037
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (858) 456-6022
----------------
--------------------------------------------------------------
(Former name or former address, if changed since last report.)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
PICO Holdings, Inc. sold all the issued and outstanding shares of its
indirect wholly-owned subsidiary, Sequoia Insurance Company, to an
unaffiliated third party, Strongwood Insurance Holdings Corporation.
The sale was closed on March 31, 2003.
The gross sale proceeds were approximately $42.5 million. The purchase
price was arrived at through arms-length bargaining.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
A copy of the Stock Purchase Agreement By And Between Strongwood
Insurance Holdings Corporation, Physicians Insurance Company of Ohio,
and PICO Holdings, Inc., Regarding Sequoia Insurance Company, dated
October 21, 2002 is attached hereto as Exhibit 10.59.
A copy of the press release relating to the sale of Sequoia Insurance
Company is attached hereto as Exhibit 99.
The financial statements required by Item 7(b) of this Form 8-K will be
filed within the time prescribed in Item 7(b)(2) of Form 8-K.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PICO Holdings, Inc.
------------------------------------------
(Registrant)
Date: April 10, 2003 By: /s/ Maxim C. W. Webb
-------------------------------------
Maxim C. W. Webb
Chief Financial Officer and Treasurer
3
EXHIBITS INDEX
Exhibit Number Description
-------------- ------------
10.59 Stock Purchase Agreement By And Between Strongwood
Insurance Holdings Corporation, Physicians Insurance
Company of Ohio, and PICO Holdings, Inc., Regarding
Sequoia Insurance Company, dated October 21, 2002.
99. March 31, 2003 Press Release by PICO Holdings, Inc.
4