the share awards mentioned by another poster are stock awards for directors/officers which vest over a 3 year period and are normal payments in many companies. But the major point here is the two insider purchases of
57k and 93k by the chief financial officer, certainly one of most knowledgeable officers of any company. His purchases now holding about 500k shows his belief in Oesx's future. To qoute Buffet- "He is all in".
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
☒ Preliminary Consent Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Consent Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
PICO HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
Leder Holdings, LLC
LH Brokerage, LLC
Leder Holdings Opportunity Fund LLC
Sean M. Leder
(Name of Person(s) Filing Consent Statement, if other than the Registrant)
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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED JANUARY 27, 2016
CONSENT STATEMENT OF LEDER HOLDI
To the Fellow Shareholders of PICO Holdings, Inc.:
This Consent Statement, the enclosed Special Meeting Request Form attached as Exhibit A‑1, the accompanying WHITE Request Card attached as Exhibit A‑2 and the Additional Information Form attached as Exhibit A-3 are being furnished to you as a shareholder of PICO Holdings, Inc., a California corporation (which we refer to as the “Company” or “PICO”), by Leder Holdings, LLC, a Delaware limited liability company. The purpose of our sending you these materials is to solicit your revocable proxy in the form of the accompanying WHITE Request Card to authorize us to deliver to the Company the Special Meeting Request Form on your behalf in order to call a Special Meeting of the Company’s shareholders in order to remove and replace the current directors of the Company.
Under the California Corporations Code and the Company’s Amended and Restated Bylaws, holders of shares of the Company’s common stock entitled to cast not less than 10% of the votes at a special meeting are entitled to call a special meeting, subject to certain requirements set forth in Article II of the Bylaws.
We are seeking your support to call the Special Meeting to consider and vote upon the following proposals:
Proposal 1: to amend the Bylaws to allow for the election of directors at a special meeting of shareholders without the prior authorization of the Board of Directors;
Proposal 2: if Proposal 1 prevails, to remove five of the Company’s seven current directors; and
Proposal 3: if Proposals 1 and 2 prevail, to elect directors to fill the vacancies on the Board created by the removal of directors under Proposal 2.
If we succeed in calling the Special Meeting, we expect to solicit proxies to vote in support of each the Proposals at the Special Meeting, and the proxy materials that we distribute will identify the candidates that we propose to fill the vacancies created by the removal of directors, if Proposal 2 is approved. We expect that one of those candidates will be Sean M. Leder, the principal of Leder Holdings.
As discussed in more detail in this Consent Statement, and as we expect to discuss with greater particularity in the proxy materials in connection with the Special Meeting, we believe that the current Board has presided over enormous destruction in shareholder value and must be changed if shareholders are to realize value on their investment in the Company. Because the PICO Board is staggered, shareholders will have the ability to elect at most three directors at the 2016 annual meeting, which would be insufficient to effect a change in the control of the Board. The Special Meeting would give shareholders the opportunity to remove and replace a majority of the Board, and thereby, in our view, to improve the prospects for change and for the creation of shareholder value.
In accordance with the Company’s Bylaws, if a special meeting is duly requested by shareholders, the Company is required to cause notice to be given that a meeting will be held at the time requested by the shareholders, not less than 35 nor more than 60 days after the receipt of the shareholders request. It is our intention to submit the request for the Special Meeting promptly after receiving WHITE Request Cards authorizing us to request the Special Meeting from shareholders holding the required percentage of shares. By executing a WHITE Request Card authorizing us to request the Special Meeting, shareholders will also be authorizing us to select the date for the Special Meeting, within the time period set forth in the Bylaws.
"In a recently-amended 13D filing, an activist investor disclosed a letter sent to the board of directors of PICO Holdings Inc (NASDAQ:PICO). Knowing that following activists can be very profitable..................
This is great for the large institutions to move ahead with their plans. One would guess that the proxie # 5 did not go the way the current board wished. looking good.
Ultracapacitor technology expected to gain popularity in hybrid auto sector
Tue Mar 18 09:02:38 2014 EDT
BEIJING, Mar 18, 2014 (Xinhua via COMTEX News Network) --
Ultracapacitor, a battery-like device
that stores and releases energy quickly, is expected to get more
widely used in China's automotive industry, especially the hybrid
According to US ultracapacitor supplier Maxwell Technologies, the
company's ultracapacitor products have been used in hybrid buses
produced by leading Chinese bus makers including Yutong, King Long,
As for application in the passenger car segment, more than 1
million passenger cars in China, including models such as Citroen C4
and Peugeot 308, have been equipped with the company's
ultracapacitors, said Maxwell. (Edited by Shi Chunjiao,
Copyright 2014 XINHUA NEWS AGENCY
this guy (oO8o) seems to be a sold out bear or even has a short position. Ask your self why in the world is he here and bad mouthing this stock. Dismiss his posts.
Ioxus Ultracapacitors Receive Chinese Certification
Written by Chad Hall on August 20, 2013 | Press Releases
China North Vehicle Research Institute certifies Ioxus’ market leading technology
ONEONTA, N.Y.–(BUSINESS WIRE)–Ioxus, a manufacturer of premium performance ultracapacitor technology for the automotive and transportation industries, has received certification of quality for its iMOD® 48V/165F ultracapacitor modules from the China North Vehicle Research Institute (NOVERI).
Ioxus’ ultracapacitors were tested for electrical, manufacturing, mechanical and thermal performance before being certified as suitable for use in Chinese transportation vehicles. Certification from NOVERI will further Ioxus’s reputation in China and increase demands for its ultracapacitors.
“Receiving certification from NOVERI for the safety and functionality of our ultracapacitors is further validation of the high quality and performance we guarantee our customers,” said Nick Cataldo, Sr. VP of Global Sales, Ioxus. “China is one of the world’s leading consumers of ultracapacitor technology and we are excited to continue expanding our presence in the country.”
If true this could be a $100 stock.
Sentiment: Strong Buy