UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| Pico Holdings, Inc. |
| (Name of Issuer) |
|
| Common Stock, $0.001 par value per share |
| (Title of Class of Securities) |
|
| 693366205 |
| (CUSIP Number) |
|
| December 31, 2014 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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. 693366205 | SCHEDULE 13G/A | Page 2 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS RHJ International SA | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Belgium | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 2,178,383 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 2,178,383 | |||
| CUSIP No. 693366205 | SCHEDULE 13G/A | Page 3 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS Kleinwort Benson Group Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 2,178,383 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 2,178,383 | |||
| CUSIP No. 693366205 | SCHEDULE 13G/A | Page 4 of 9 Pages |
| 1 | NAME OF REPORTING PERSONS Kleinwort Benson Investors Dublin Limited | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x | |||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Ireland | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||
| 6 | SHARED VOTING POWER 2,178,383 | |||
| 7 | SOLE DISPOSITIVE POWER 0 | |||
| 8 | SHARED DISPOSITIVE POWER 2,178,383 | |||
| CUSIP No. 693366205 | SCHEDULE 13G/A | Page 5 of 9 Pages |
| Item 1. | (a) Name of Issuer |
Pico Holdings, Inc.
| (b) Address of Issuer’s Principal Executive Offices |
7979 Ivanhoe Avenue, Suite 300
La Jolla, California 92037
| Item 2. | (a) Name of Person Filing |
This statement is filed by:
(i) RHJ International SA
(ii) Kleinwort Benson Group Limited
(iii) Kleinwort Benson Investors Dublin Limited
| (b) Address of Principal Business Office, or, if none, Residence |
(i) Avenue Louise 326 1050 Brussels, Belgium
(ii) 14 St. George Street, London W1S 1FE, United Kingdom
(iii) 3rd Floor, 2 Harbourmaster Place, IFSC, Dublin 1, Ireland
| (c) Citizenship |
(i) Belgium
(ii) United Kingdom
(iii) Ireland
| (d) Title of Class of Securities |
Common Stock, $0.001 par value per share (the “Common Stock”)
| (e) CUSIP No.: |
693366205
| CUSIP No. 693366205 | SCHEDULE 13G/A | Page 6 of 9 Pages |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| CUSIP No. 693366205 | SCHEDULE 13G/A | Page 7 of 9 Pages |
Item 4. Ownership
Please see Items 5 - 9 and 11 on each cover sheet for each Reporting Person
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Owners of accounts managed by Kleinwort Benson Investors Dublin Limited have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities held in their accounts. No such account has such power with respect to more than five percent of the class of securities to which this Schedule 13G/A relates.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
RHJI owns 65.8% of Kleinwort Benson Group Ltd. Kleinwort Benson Group Ltd owns 100% of Kleinwort Benson Investors Dublin Ltd.
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
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.
| CUSIP No. 693366205 | SCHEDULE 13G/A | Page 8 of 9 Pages |
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 13, 2015
| RHJ International SA | |||
| By: /s/ Noel O'Halloran | |||
| Name: Noel O'Halloran | |||
| Title: Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin | |||
| Kleinwort Benson Group Limited | |||
| By: /s/ Noel O'Halloran | |||
| Name: Noel O'Halloran | |||
| Title: Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin | |||
| Kleinwort Benson Investors Dublin Limited | |||
| By: /s/ Noel O'Halloran | |||
| Name: Noel O'Halloran | |||
| Title: Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin | |||
| CUSIP No. 693366205 | SCHEDULE 13G/A | Page 9 of 9 Pages |
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, RHJ INTERNATIONAL SA, KLEINWORT BENSON GROUP LIMITED, and KLEINWORT BENSON INVESTORS DUBLIN LIMITED, each hereby agree to the joint filing of this statement on Schedule 13G/A (including any and all amendments hereto). In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G/A. A copy of this Agreement shall be attached as an exhibit to the Statement on Schedule 13G/A filed on behalf of each of the parties hereto, to which this Agreement relates.
This Agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.
| RHJ International SA | |||
| By: /s/ Noel O'Halloran | |||
| Name: Noel O'Halloran | |||
| Title: Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin | |||
| Kleinwort Benson Group Limited | |||
| By: /s/ Noel O'Halloran | |||
| Name: Noel O'Halloran | |||
| Title: Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin | |||
| Kleinwort Benson Investor Dublin Limited | |||
| By: /s/ Noel O'Halloran | |||
| Name: Noel O'Halloran | |||
| Title: Executive Director and Chief Investment Officer of Kleinwort Benson Investors Dublin | |||