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Central Square Management Enters into Settlement Agreement with PICO Holdings Inc (PICO)

Kelly Cardwell‘s Central Square Managemet has revealed entering into a settlement agreement with PICO Holdings Inc (NASDAQ:PICO). According to a filing with the US Securities and Exchange Commission,  PICO has agreed to increase the size of its board to nine members from seven and to appoint Andrew F. Cates as a Class III director and Daniel B. Silvers as a Class I director. The terms of both directors are set to expire at PICO’s 2017 and 2018 annual meetings of shareholders, respectively. In addition, Pico will reduce the Board’s Class II membership by one and will appoint Mr. Cates as a member to its Audit Committee, Corporate Governance and Nominating Committee, while Mr. Silvers will be appointed as a member of the Compensation Committee and Nominating Committee, among other provisions. On the other had, Central Square  has agreed to certain standstill provisions, which will limit and/or prohibit the investor from taking certain actions.

The filing also showed that Central Square owns around 1.41 million shares of PICO Holdings Inc (NASDAQ:PICO), which is equal to 6.1% of the company’s outstanding stock. The position is slightly higher than the 1.29 million shares the fund reported in an earlier filing. In February, Central Square delivered a letter to PICO’s board, in which it expressed its disappointment with the Board’s replacement of two resigned directors “without even attempting to engage in meaningful dialogue” with Central Square (see filing here).

Among the funds we track, a total of 10 investors reported long positions in PICO Holdings Inc (NASDAQ:PICO) as of the end of 2015. Aside from Central Square, among them, the largest positions are held by Chuck Royce’s Royce & Associates, Jim Simons’ Renaissance Technologies and Jeffrey Bronchick’s Cove Street Capital.

 You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
CENTRAL SQUARE CAPITAL 0 972,642 0 972,642 972,642 4.2%
CENTRAL SQUARE CAPITAL MASTER 434,856 434,856 434,856 1.9%
CENTRAL SQUARE GP 972,642 972,642 972 4.2%
CENTRAL SQUARE GP II 434,856 434,856 434,856 1.9%
CENTRAL SQUARE MANAGEMENT 1,407,498 1,407,498 1,407,498 6.1%
KELLY CARDWELL 1,407,498 1,407,498 1,407,498 6.1%
Kelly Cardwell
Kelly Cardwell
Central Square Management

Page 1 of 13 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 6)1
PICO Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
693366205
(CUSIP Number)
KELLY CARDWELL
CENTRAL SQUARE MANAGEMENT LLC
1813 N. Mill Street, Suite F
Naperville, IL 60563
(630) 210-8923
 
STEVE WOLOSKY
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)
March 18, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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