-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O7MV4lUrpH8D2WE3m4vzc0/ReLPUPz2UeEhBZNybnypPVt2zJIMIRIL+/IPy5cH8 q/xmlD2zE9i8sAcyE7rDLw== 0000950152-08-002935.txt : 20080422 0000950152-08-002935.hdr.sgml : 20080422 20080422162126 ACCESSION NUMBER: 0000950152-08-002935 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080422 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080422 DATE AS OF CHANGE: 20080422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PICO HOLDINGS INC /NEW CENTRAL INDEX KEY: 0000830122 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 942723335 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-36383 FILM NUMBER: 08769469 BUSINESS ADDRESS: STREET 1: 875 PROSPECT ST STREET 2: STE 301 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 6194566022 MAIL ADDRESS: STREET 1: 875 PROSPECT ST STREET 2: STE 301 CITY: LA JOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: CITATION INSURANCE GROUP DATE OF NAME CHANGE: 19940527 8-K 1 l31171ae8vk.htm PICO HOLDINGS, INC. 8-K PICO HOLDINGS, INC. 8-K
 

 
 
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)
April 22, 2008
PICO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
         
California   10-18786   94-2723335
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
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)
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 2 Financial Information
Item 2.01   Completion of Acquisition or Disposition of Assets
PICO Holdings, Inc. issued a press release on April 22, 2008 announcing that its wholly-owned subsidiary, Global Equity AG, sold its entire position of 1,312,907 shares in Jungfraubahn Holding AG for 57.70 Swiss Francs per share, resulting in gross sales proceeds of approximately 75.80 million Swiss Francs (approximately US$75.8 million). Before this sale Global Equity AG owned 22.5% of Jungfraubahn’s outstanding shares.
The sale is expected to generate a pre-tax gain of approximately US$45.0 million in PICO Holdings’ consolidated statement of operations for the quarter ending June 30, 2008. However, the gain and related tax effects are expected to have only a marginal impact on PICO Holdings’ consolidated book value, as most of the gain and related tax effects have already been recorded as a net unrealized gain in previous accounting periods through the Other Comprehensive Income component of Shareholders’ Equity.
The shares of Jungfraubahn Holding AG were sold in a single trade to a Swiss brokerage firm, BEKB/BCBE, in an off-market stock exchange transaction in Switzerland. The trade occurred on April 22, 2008, with proceeds to be received not later than April 25, 2008.
The information in this Form 8-K and the exhibit attached hereto is being furnished (not filed) under Item 2.01 of Form 8-K.
Section 9. Financial Statements and Exhibits
Item 9.01   Financial Statements and Exhibits
  (a)   Not applicable
  (b)   Not applicable
  (c)   Not applicable
  (d)   Exhibits
         
Exhibit Number   Description
       
 
  99.1    
Press Release of PICO Holdings, Inc. dated April 22, 2008

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.
 
 
Date: April 22, 2008  By:   /s/ Maxim C. W. Webb    
    Maxim C. W. Webb   
    Chief Financial Officer and Treasurer   
 

3


 

Exhibit Index
         
Exhibit Number   Description
       
 
  99.1    
Press Release of PICO Holdings, Inc. dated April 22, 2008.

 

EX-99.1 2 l31171aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
     
NEWS RELEASE   PICO HOLDINGS, INC.
 
FOR IMMEDIATE RELEASE
PICO HOLDINGS, INC. SELLS ITS INTEREST IN JUNGFRAUBAHN HOLDING AG
     (LA JOLLA, CALIFORNIA)—April 22, 2008—PICO Holdings, Inc. (NASDAQ: PICO) announced today that its wholly—owned Swiss subsidiary, Global Equity AG, sold its entire position of 1,312,907 shares in Jungfraubahn Holding AG for 57.70 Swiss Francs (“CHF”) per share, resulting in gross sale proceeds of CHF 75.8 million (approximately US$75.8 million).
     The sale is expected to generate a pre-tax gain of approximately US$45 million in PICO Holdings’ consolidated statement of operations for the quarter ending June 30, 2008. However, the gain and related tax effects will only have a marginal impact on the Company’s consolidated book value, as most of the gain and related tax effects have already been recorded as a net unrealized gain in previous accounting periods through the Other Comprehensive Income component of Shareholders’ Equity.
     John Hart, PICO’s President and CEO, commented:
     “As a result of our investments in Jungfraubahn at attractive valuations and Jungfraubahn’s improved operating and financial performance, assisted in part by our participation on the Board, we estimate that we realized, in US dollar terms and including dividends received, a total annual compound rate of return of approximately 20% over the 12 year period since we first started to acquire our interest.
     “Our decision to redeploy our capital is based in part on the opportunities that we continue to see in our core land and water businesses.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document may contain “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 regarding PICO Holdings’ business, financial conditions, results of operations, and prospects, including, without limitation, statement concerning PICO Holdings’ beliefs, intentions, anticipated developments, and other information concerning future matters. Forward-looking statements often address current expected future business and financial performance, and may contain words such as “may,” “could,” “estimates,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.” Forward-looking statements may address matters that are uncertain. Although forward-looking statements in this document reflect the good faith judgment of management, such statements can only be based on current expectations and assumptions. Consequently, forward-looking statements are inherently subject to risk and uncertainties, and the actual results and outcomes could differ materially from the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those discussed under the heading “Risk Factors” discussed in PICO Holdings’ Annual Report on Form 10-K and in other filings made from time to time with the United States Securities and Exchange Commission (“SEC”). PICO Holdings does not undertake to update any forward-looking statements, and undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made.
# # #
             
CONTACT:
  Max Webb   Chief Financial Officer   (858) 456-6022 ext. 216

 

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