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)
May 4, 2006
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
of incorporation)
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(Commission
File Number)
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(IRS Employer
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 CFR 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))
TABLE OF CONTENTS
Section 1 Registrant’s Business Operations
Item 1.01 Entry into a Material Definitive Agreement
On May 4, 2006, PICO Holdings, Inc., a California corporation (“PICO”), entered into a
Securities Purchase Agreement with certain accredited investors pursuant to which PICO sold
2,600,000 newly-issued shares of its common stock at the close of market on May 4, 2006 at a
purchase price of $30.00 per share, or an aggregate gross proceeds of $78,000,000. 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 2,600,000
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 10.10.
Section 3 Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
On May 4, 2006, PICO completed a private placement of 2,600,000 common shares to accredited
investors at a price of $30.00 per share, or an aggregate offering price of $78,000,000. These
2,600,000 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 May 4, 2006 announcing the private placement is furnished herewith as Exhibit
99.1.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits
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Exhibit Number
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Description |
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10.10
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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 May 4, 2006 |
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