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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 20, 1996
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PICO HOLDINGS, INC.
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(Exact name of registrant as specified in charter)
California 0-18786 94-2723335
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
875 Prospect Street, Suite 301, La Jolla, California 92037
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 456-2422
CITATION INSURANCE GROUP
One Almaden Boulevard, Suite 300
San Jose, California 95113
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(Former name or former address, if changed since last report)
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PICO Holdings, Inc., formerly Citation Insurance Group ("PICO" or the
"Registrant") amends Item 7, FINANCIAL STATEMENTS AND EXHIBITS, to read in full
as follows:
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of PICO.
The financial statements of PICO, one of its subsidiaries and
an affiliate and the related Notes and Reports of Independent
or Chartered Accountants listed below (collectively, the "PICO
Financial Statements") are incorporated herein by reference to
pages F-1 through F-72 of the Registrant's Registration
Statement on Form S-4 (File No. 333-06671).
PICO
Report of Independent Accountants
Consolidated Balance Sheets as of December 31, 1995
and 1994
Consolidated Statements of Operations for the Years
Ended December 31, 1995, 1994 and 1993
Consolidated Statements of Changes in Shareholders'
Equity for the Years Ended December 31, 1995
and 1994
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1995, 1994 and 1993
Notes to the Consolidated Financial Statements
Consolidated Balance Sheets as of June 30, 1996
(unaudited) and December 31, 1995
Consolidated Statements of Operations for the six
months ended June 30, 1996 and 1995
(unaudited)
Consolidated Statements of Cash Flows for the six
months ended June 30, 1996 and 1995
(unaudited)
Notes to the Consolidated Financial Statements
GLOBAL EQUITY CORPORATION (FORMERLY THE ONDAATJE
CORPORATION) Report of Chartered Accountants
Consolidated Statements of Financial Position for the
Years Ended March 31, 1995 and 1994
Consolidated Statements of Operations for the Years
Ended March 31, 1995, 1994 and 1993
Consolidated Statements of Deficit for the Years
Ended March 31, 1995, 1994 and 1993
Consolidated Statements of Changes in Financial
Position for the Years Ended March 31, 1995,
1994 and 1993
Notes to the Consolidated Financial Statements
Consolidated Balance Sheets as of September 30, 1995
and 1994
Consolidated Statements of Operations for the six
months ended September 30, 1995
and 1994 (unaudited)
Consolidated Statements of Changes in Financial
Position for the six months ended September
30, 1995 and 1994 (unaudited)
Notes to the Consolidated Financial Statements
(unaudited)
SEQUOIA INSURANCE COMPANY
Report of Independent Accountants
Balance Sheets as of December 31, 1994 and 1993
Statements of Operations for the Years Ended December
31, 1994, 1993 and 1992
Statements of Changes in Shareholder's Equity for the
Years Ended
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December 31, 1994, 1993 and 1992
Statements of Cash Flows for the Years Ended December
31, 1994, 1993 and 1992
Notes to Financial Statements
Balance Sheets as of June 30, 1995 (unaudited) and
December 31, 1994
Statements of Operations for the six months ended
June 30, 1995 and 1994 (unaudited)
Statements of Changes in Shareholder's Equity for the
six months ended June 30, 1994 and 1995
(unaudited)
Statements of Cash Flows for the six months ended
June 30, 1995 and 1994 (unaudited)
Notes to interim Financial Statements
The Registrant includes in this filing financial statements of
PICO for the nine month period ended and as of September 30,
1996.
(b) Pro forma financial information.
Pro forma financial information for the year ended December
31, 1995, the six months ended June 30, 1996 and as of June
30, 1996, are incorporated herein by reference to pages 54-59
of the Registrant's Registration Statement on Form S-4 (File
No. 333-06671).
The Registrant includes in this filing the pro forma financial
information for the nine month period ended and as of
September 30, 1996.
(c) Exhibits.
Exhibit No. Description
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2.2 Agreement and Plan of Reorganization dated as of May 1, 1996 among the Registrant,
Citation Holdings, Inc. and PICO and amendment thereto dated August 14, 1996,
incorporated herein by reference to exhibit filed with Amendment No. 2 to Registration
Statement on Form S-4 (File No. 333-06671).
2.3* Second Amendment to Agreement and Plan of Reorganization dated November 12, 1996.
3.1* Amended and Restated Articles of Incorporation of the Registrant.
4.1 Rights Agreement dated July 22, 1991 between Citation and Security Pacific National Bank
("Rights Agreement"), incorporated herein by reference to exhibit filed with Form 8-A on
July 22, 1991.
4.2* First Amendment to Rights Agreement dated April 30, 1996.
4.3* Second Amendment to Rights Agreement dated November 20, 1996.
16.1* Letter regarding change in Certifying Accountant from Deloitte & Touche, LLP,
independent auditors.
23.1* Consent of Coopers & Lybrand L.L.P.
23.2* Consent of KPMG Peat Marwick Thorne, Chartered Accountants.
99.1 PICO Financial Statements, incorporated herein by reference to pages F-1 through F-72 of
Registrant's Registration Statement on Form S-4 (File No. 333-06671).
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99.2 Unaudited financial statements of PICO for the nine month period ended as of September
30, 1996 and 1995.
99.3 Unaudited pro forma combined financial statements for the nine month period ended and as
of September 30, 1996.
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* Filed with Registrant's Form 8-K on December 4, 1996.
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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.
Date: December 30, 1996 By: /s/ Gary W. Burchfield
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Gary W. Burchfield, Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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2.2 Agreement and Plan of Reorganization dated as of May 1, 1996 among the Registrant,
Citation Holdings, Inc. and PICO and amendment thereto dated August 14, 1996,
incorporated herein by reference to exhibit filed with Amendment No. 2 to Registration
Statement on Form S-4 (File No. 333-06671).
2.3* Second Amendment to Agreement and Plan of Reorganization dated November 12, 1996.
3.1* Amended and Restated Articles of Incorporation of the Registrant.
4.1 Rights Agreement dated July 22, 1991 between Citation and Security Pacific National Bank
("Rights Agreement") incorporated herein by reference to exhibit filed with Form 8-A on
July 22, 1991.
4.2* First Amendment to Rights Agreement dated April 30, 1996.
4.3* Second Amendment to Rights Agreement dated November 20, 1996.
16.1* Letter regarding change in Certifying Accountant from Deloitte & Touche, LLP,
independent auditors.
23.1* Consent of Coopers & Lybrand L.L.P.
23.2* Consent of KPMG Peat Marwick Thorne, Chartered Accountants.
99.1 PICO Financial Statements, incorporated herein by reference to pages F-1 through F-72 of
Registrant's Registration Statement on Form S-4 (File No. 333-06671).
99.2 Unaudited financial statements of PICO for the nine month period ended as of September
30, 1996 and 1995.
99.3 Unaudited pro forma combined financial statements for the nine month period ended and as
of September 30, 1996.
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* Filed with Registrant's Form 8-K on December 4, 1996.
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