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gordex2002 4 posts  |  Last Activity: Feb 3, 2016 11:09 AM Member since: Jun 14, 2002
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  • Reply to

    VOTE??? Why doesn't...

    by wonderslimman Feb 3, 2016 10:51 AM
    gordex2002 gordex2002 Feb 3, 2016 11:09 AM Flag

    you are 100% correct

  • Reply to

    letter to pico shareholders

    by gordex2002 Jan 28, 2016 11:29 AM
    gordex2002 gordex2002 Jan 28, 2016 12:41 PM Flag

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, DC 20549

    SCHEDULE 14A

    (RULE 14a-101)

    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)

    Payment of Filing Fee (Check the appropriate box):

    ☒ No fee required

    ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    (1) Title of each class of securities to which transaction applies:



    (2) Aggregate number of securities to which transaction applies:



    (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



    (4) Proposed maximum aggregate value of transaction:



    (5) Total fee paid:



    ☐ Fee paid previously with preliminary materials.

    ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

    (1) Amount Previously Paid:



    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..................