SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
MC Shipping Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
55267Q104
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(CUSIP Number)
December 31, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP NO. 55267Q104
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
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(b)
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3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
148,400 shares as of December 31, 2003; None as of the date
hereof
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
148,400 shares as of December 31, 2003; None as of the date
hereof
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,400 shares as of December 31, 2003; None as of the date
hereof
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8% as of December 31, 2003; 0.0% as of the date hereof
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP NO. 55267Q104
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
PICO Investment Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) X
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(b)
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3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
148,400 shares as of December 31, 2003; None as of the date
hereof
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
148,400 shares as of December 31, 2003; None as of the date
hereof
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,400 shares as of December 31, 2003; None as of the date
hereof
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8% as of December 31, 2003; 0.0% as of the date hereof
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP NO. 55267Q104
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
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(b)
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3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
None
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IC
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Item 1(a). Name of Issuer:
MC Shipping Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
Richmond House
12 Par-la-ville Road
Hamilton HM CX, Bermuda
Item 2(a). Name of Person Filing:
The persons filing this Amendment No. 4 to Schedule 13G are:
(i) PICO Holdings, Inc. ("Holdings"), which is the direct parent
of PICO Investment Corporation and the indirect parent of
Physicians Insurance Company of Ohio.
(ii) PICO Investment Corporation ("PICO Investment"), which is the
direct parent of Physicians Insurance Company of Ohio.
(iii) Physicians Insurance Company of Ohio ("Physicians"). On
September 9, 2003, Physicians dividended all of the shares of
MC Shipping Inc. then held by Physicians to PICO Investment.
On March 31, 2003, Physicians sold all of the issued and outstanding
shares of Sequoia Insurance Company ("Sequoia"), its then wholly-owned
subsidiary, to an unrelated third party. In connection with that sale,
Sequoia dividended all of the shares of MC Shipping Inc. then held by
Sequoia to Physicians.
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, Holdings, PICO Investment and Physicians are filing this
Amendment No. 4 to Schedule 13G. The Joint Filing Agreement of
Holdings, PICO Investment and Physicians is attached hereto as Exhibit
1.
Item 2(b). Address of Principal Business Office or, if none,
Residence:
(i) Holdings:
875 Prospect Street
Suite 301
La Jolla, CA 92037
(ii) PICO Investment and Physicians:
One Easton Oval
Suite 530
Columbus, Ohio 43219-6091
Item 2(c). Citizenship:
(i) Holdings: California
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(ii) PICO Investment: Ohio
(iii) Physicians: Ohio
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e). CUSIP No.:
55267Q104
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of
the Act.
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act of 1940.
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with Rule 13d-1(b)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act of 1940.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership:
(a) Amount Beneficially Owned:
Holdings: 148,400 shares (1)
PICO Investment: 148,400 shares (1)
Physicians: 0 shares
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(1) Includes 148,400 shares owned of record
by PICO Investment as of December 31,
2003. PICO Investment owned no shares as
of the date hereof.
(b) Percent of Class:
Holdings: 1.8% (1)
PICO Investment: 1.8% (1)
Physicians: 0.0%
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(1) Reflects percent of class as of December
31, 2003 based on the number of shares
reported as outstanding as of September
30, 2003 in MC Shipping Inc.'s Quarterly
Report on Form 10-Q for the quarter
ended September 30, 2003. As of the date
hereof, the percent of class is 0.0%.
(c) Number of shares as to which the person filing has:
(i) Sole power to vote or to direct the vote and
sole power to dispose or to direct the disposition of:
Holdings: 148,400 shares (1)
PICO Investment: 148,400 shares (1)
Physicians: 0 shares
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(1) Includes 148,400 shares owned of
record by PICO Investment as of
December 31, 2003. PICO Investment
owned no shares as of the date hereof.
(ii) Shared power to vote or to direct the vote:
Holdings: 0 shares
PICO Investment: 0 shares
Physicians: 0 shares
(iii) Shared power to dispose or to direct the
disposition of:
Holdings: 0 shares
PICO Investment: 0 shares
Physicians: 0 shares
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Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following:
[X].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person:
Not Applicable.
Item 8. Identification and Classification of Members of the Group:
Please see Exhibit 2 attached hereto.
Item 9. Notice of Dissolution of Group:
As reported in Item 2(a) of this Amendment No. 4 to Schedule 13G, on
September 9, 2003, Physicians dividended all of the shares of MC
Shipping Inc. then held by Physicians to PICO Investment. As a result,
as of September 9, 2003, Physicians no longer beneficially owned any
shares of MC Shipping Inc.
As reported in Item 2(a) of this Amendment No. 4 to Schedule 13G, on
March 31, 2003, Sequoia dividended all of the shares of MC Shipping
Inc. then held by Sequoia to Physicians prior to the sale of the shares
of Sequoia by Physicians to an unrelated third party.
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
[Remainder of page intentionally left blank.
Signatures on following page.]
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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: February 9 , 2004 PICO HOLDINGS, INC.
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By: /s/ James F. Mosier
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James F. Mosier
General Counsel and Secretary
Dated: February 9 , 2004 PICO INVESTMENT CORPORATION
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By: /s/ James F. Mosier
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James F. Mosier
Secretary
Dated: February 9 , 2004 PHYSICIANS INSURANCE COMPANY OF OHIO
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By: /s/ James F. Mosier
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James F. Mosier
General Counsel and Secretary
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, the persons named below hereby agree to the joint filing by each of
them of Amendment No. 4 to Schedule 13G with respect to the shares of Common
Stock, $0.01 par value, of MC Shipping Inc. beneficially owned by each of them
and further agree that this Joint Filing Agreement be included as an exhibit to
such joint filing.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing
Agreement on the date set forth beside their respective names.
Dated: February 9 , 2004 PICO HOLDINGS, INC.
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By: /s/ James F. Mosier
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James F. Mosier
General Counsel and Secretary
Dated: February 9 , 2004 PICO INVESTMENT CORPORATION
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By: /s/ James F. Mosier
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James F. Mosier
Secretary
Dated: February 9 , 2004 PHYSICIANS INSURANCE COMPANY OF OHIO
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By: /s/ James F. Mosier
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James F. Mosier
General Counsel and Secretary
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EXHIBIT 2
MEMBERS OF GROUP
Name of Corporation
PICO Holdings, Inc.
PICO Investment Corporation
Physicians Insurance Company of Ohio
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As noted in this Amendment No. 4 to Schedule 13G, Physicians Insurance Company
of Ohio did not beneficially own any shares of MC Shipping Inc. as of December
31, 2003.
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