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, 2008
PICO HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| California
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033-36383
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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
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| (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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Section 5 |
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Corporate Governance and Management |
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| Item 5.03 |
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Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year |
On February 28, 2008, the Board of Directors of PICO Holdings, Inc. (the “Company”) amended
and restated the Company’s By-Laws (the “Previous By-Laws” and as amended and restated, the
“Amended By-Laws”), effective as of February 28, 2008. The Previous By-Laws were amended and
restated to implement the following:
Section 3.5 (Chairman of the Board): This section was added to permit the Board of Directors
to elect a Chairman of the Board, who, in their discretion, may or may not be an officer of the
Company. It replaced the prior Section 5.6, which was amended as set forth below.
Section 5.6 (Powers and Duties of Executive Officers): This section, which replaced Section
5.6 (Chairman of the Board) of the Previous By-Laws in its entirety, authorizes the Board of
Directors to specify the powers and duties of the Company’s executive officers from time to time.
In
connection with the amendment and restatement of Section 5.6 of
the Previous By-Laws,
Sections 5.7 (President), 5.8 (Vice Presidents), 5.9 (Secretary) and 5.10 (Chief Financial Officer)
of the Previous By-Laws were deleted. Section 5.6 of the Amended By-Laws allows the Board of
Directors to designate officer titles and duties with more
flexibility than the Previous By-Laws.
In addition, non-substantive language and conforming changes and other technical edits and
updates were made in Article III (Directors) and Sections 4.1(e) (Committees of Directors), 5.1
(Officers), and 8.4 (Certificate for Shares).
The foregoing description of the amendments and restatements to the Previous By-Laws contained
in this report do not purport to be complete and are qualified in their entirety by reference to
the full text of the Amended By-Laws, a copy of which is attached
hereto as Exhibit 3(ii).
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| Section 9 |
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Financial Statements and Exhibits |
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| Item 9.01 |
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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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| Exhibit Number |
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Description |
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3(ii) |
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Amended and Restated By-Laws of PICO Holdings, Inc. |