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)
February 28, 2007
PICO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| California
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10-18786
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94-2723335 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 875 Prospect Street, Suite 301, La Jolla, California
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92037 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code
(858) 456-6022
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 Registrant’s Business Operations
Item 1.01 Entry into a Material Definitive Agreement
On February 28, 2007, PICO Holdings, Inc., a California corporation (“PICO”), entered into a
Securities Purchase Agreement with certain accredited investors pursuant to which PICO sold
2,823,000 newly-issued shares of its common stock at a purchase price of $37.00 per share, for net
proceeds to PICO, after issuance costs, of approximately $100.2 million. Under the terms of the
Securities Purchase Agreement, PICO has agreed to file with the Securities and Exchange Commission,
as promptly as possible, a registration statement on Form S-3 to register the 2,823,000 common
shares for resale.
The summary of the terms of the Securities Purchase Agreement in the preceding paragraph does
not purport to be complete and is qualified in its entirety by reference to the full text of the
Securities Purchase Agreement, a form of which is attached hereto as Exhibit 10.11.
Section 3 Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
On February 28, 2007, PICO completed a private placement of 2,823,000 common shares to
accredited investors at a price of $37.00 per share, or an aggregate offering price of
$104,451,000. These 2,823,000 common shares were sold in a transaction which was exempt from the
registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4 (2)
thereof, since this was a private placement transaction with a limited number of accredited
investors. PICO’s press release dated March 1, 2007 announcing the private placement is furnished
herewith as Exhibit 99.1.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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(a) |
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Not applicable |
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(b) |
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Not applicable |
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(c) |
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Not applicable |
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(d) |
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Exhibits |
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Description |
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10.11
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Form of Securities Purchase Agreement between PICO and the Accredited Investors |
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99.1
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Press Release of PICO dated March 1, 2007 |
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