-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GWx10pUH0EvsdNrIvOCxsZkHzcPziz4bDqSGfJUz0V5iMh9P3EM80fb3fw3pVxjH SntHdoQitZQBth6LAZ0mzw== 0000896463-97-000079.txt : 19970320 0000896463-97-000079.hdr.sgml : 19970320 ACCESSION NUMBER: 0000896463-97-000079 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970319 SROS: NASD GROUP MEMBERS: AMERICAN PHYSICIANS LIFE INSURANCE COMPANY GROUP MEMBERS: PHYSICIANS INSURANCE CO OF OHIO GROUP MEMBERS: PHYSICIANS INSURANCE COMPANY OF OHIO GROUP MEMBERS: PHYSICIANS INVESTMENT COMPANY GROUP MEMBERS: PICO HOLDINGS, INC. GROUP MEMBERS: SEQUOIA INSURANCE COMPANY GROUP MEMBERS: SUMMIT GLOBAL MANAGEMENT, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOONEY REALTY TRUST INC CENTRAL INDEX KEY: 0000748580 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 431339136 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40969 FILM NUMBER: 97559212 BUSINESS ADDRESS: STREET 1: 7701 FORSYTH BLVD CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148637700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHYSICIANS INSURANCE CO OF OHIO CENTRAL INDEX KEY: 0000763842 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 310889180 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 13515 YARMOUTH DR NW CITY: PICKERINGTON STATE: OH ZIP: 43147 BUSINESS PHONE: 6148647100 MAIL ADDRESS: STREET 1: 13515 YARMOUTH DR NW STREET 2: 13515 YARMOUTH DR NW CITY: PICKERINGTON STATE: OH ZIP: 43147 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * Nooney Realty Trust, Inc. ________________________________________________________________________________ (Name of Issuer) Common Stock, $1.00 par value ________________________________________________________________________________ (Title of Class of Securities) 655379105 ________________________________________________________________________________ (CUSIP Number) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP NO. 655379105 13G Page 2 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PICO Holdings, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) __X__ (b) _____ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 84,966 shares 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER 202,061 shares 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 202,061 shares 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.3% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC CUSIP NO. 655379105 13G Page 3 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Physicians Insurance Company of Ohio 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) __X__ (b) _____ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Ohio NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 84,966 shares 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER 202,061 shares 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 202,061 shares 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 23.3% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IC CUSIP NO. 655379105 13G Page 4 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Sequoia Insurance Company 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) __X__ (b) _____ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 8,500 shares 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER 8,500 shares 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,500 shares 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.0% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IC CUSIP NO. 655379105 13G Page 5 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Summit Global Management, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) __X__ (b) _____ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Ohio NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER None 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER 117,095 shares 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 117,095 shares 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA CUSIP NO. 655379105 13G Page 6 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Physicians Life Insurance Company 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) __X__ (b) _____ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Ohio NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 21,584 shares 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER 21,584 shares 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,584 shares 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IC CUSIP NO. 655379105 13G Page 7 of 15 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Physicians Investment Company 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) __X__ (b) _____ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Ohio NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 21,584 shares 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER 21,584 shares 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,584 shares 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC Item 1(a). Name of Issuer. Nooney Realty Trust, Inc. Item 1(b). Address of Issuer's Principal Executive Offices. 7701 Forsyth Boulevard St. Louis, Missouri 63105 Item 2(a). Name of Person Filing. (i) Physicians Insurance Company of Ohio ("Physicians") (ii) Sequoia Insurance Company ("Sequoia") which is a wholly-owned sub- sidiary of Physicians. (iii) American Physicians Life Insurance Company ("APL") which is an indirect wholly-owned subsidiary of Physicians. Each of Physicians, Sequoia and APL is an insurance company as defined in Section 3(a)(19) of the Securities Exchange Act of 1934 (the "Act"). (iv) PICO Holdings, Inc. ("Holdings") which is an insurance holding company and the direct parent of Physicians. (v) Summit Global Management, Inc. ("Summit") which is a wholly-owned subsidiary of Physicians. Summit is an investment adviser regis- tered under Section 203 of the Investment Advisers Act of 1940. (vi) Physicians Investment Company ("PIC") which is a wholly-owned subsidiary of Physicians and the parent of APL. PIC was formed for the purpose of holding the shares of APL and conducts no other business. Item 2(b). Address of Principal Business Office or, if none, Residence of Person Filing. (i) Physicians, APL and PIC: 13515 Yarmouth Drive, N.W. Pickerington, Ohio 43147 (ii) Sequoia: 4473 Willow Road Suite 105 Pleasanton, CA 94588 (iii) Holdings and Summit: 875 Prospect Street Suite 301 La Jolla, California 92037 -8- Item 2(c). Citizenship of Person Filing. (i) Physicians, APL, PIC and Summit: Ohio (ii) Sequoia and Holdings: California Item 2(d). Title of Class of Securities. Common Stock, $1.00 par value Item 2(e). CUSIP Number. 655379105 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [X] Insurance Company as defined in Section 3(a)(19) of the Act -- for each of Physicians, Sequoia and APL (d) [ ] Investment Company registered under Section 8 of the Invest- ment Company Act (e) [X] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 -- for Summit (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see ss.240.13d-1(b)(l)(ii)(F) (g) [X] Parent Holding Company, in accordance with ss.240.13d-1(b) (ii)(G) -- for each of Holdings and PIC (h) [X] Group, in accordance with ss.240.13d-1(b)(1)(ii)(H) -- for Physicians, Sequoia, Holdings, APL, PIC and Summit together Item 4. Ownership. (a) Amount Beneficially Owned: Holdings: 202,061 shares (1)(2)(3) Physicians: 202,061 shares (1)(2)(3) Sequoia: 8,500 shares (1) APL: 21,584 shares (2) PIC: 21,584 shares (2) Summit: 117,095 shares (3) -9- _____________ (1) Includes 8,500 shares owned of record and beneficially by Sequoia. (2) Includes 21,584 shares owned of record and beneficially by APL. (3) Includes 117,095 shares owned by advisory clients of Summit. Summit has sole dispositive power but no voting power with respect to such shares. (b) Percent of Class: Holdings: 23.3% (1) Physicians: 23.3% (1) Sequoia: 1.0% (1) APL: 2.5% (1) PIC: 2.5% (1) Summit: 13.5% (1) _____________ (1) The percent of class is based upon 866,624 shares outstanding as of December 31, 1996. (c) Number of shares as to which person filing has: (i) Sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of (unless otherwise noted): Holdings: 202,061 shares (1)(2)(3) Physicians: 202,061 shares (1)(2)(3) Sequoia: 8,500 shares (1) APL: 21,584 shares (2) PIC: 21,584 shares (2) Summit: 117,095 shares (3) _____________ (1) Includes 8,500 shares owned of record and beneficially by Sequoia. (2) Includes 21,584 shares owned of record and beneficially by APL. (3) Includes 117,095 shares owned by advisory clients of Summit. Summit has sole dispositive power but no voting power with respect to such shares. -10- (ii) Shared power to vote or to direct the vote: Holdings: 0 shares Physicians: 0 shares Sequoia: 0 shares APL: 0 shares PIC: 0 shares Summit: 0 shares (iii) Shared power to dispose or to direct the disposition of: Holdings: 0 shares Physicians: 0 shares Sequoia: 0 shares APL: 0 shares PIC: 0 shares Summit: 0 shares Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner or more than five percent of the class of securities, check the following: [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. See Items 2(a) and 4. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See Items 2(a) and 3(g) above. Please also see Exhibit 1. Item 8. Identification and Classification of Members of the Group See Item 3(h) above. Please also see Exhibit 1. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. -11- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: As of March 19, 1997 PHYSICIANS INSURANCE COMPANY OF OHIO By: /s/ James F. Mosier _____________________________________ James F. Mosier, General Counsel and Secretary Dated: As of March 19, 1997 SEQUOIA INSURANCE COMPANY By: /s/ James F. Mosier _____________________________________ James F. Mosier, Secretary Dated: As of March 19, 1997 PICO HOLDINGS, INC. By: /s/ James F. Mosier _____________________________________ James F. Mosier, General Counsel and Secretary Dated: As of March 19, 1997 SUMMIT GLOBAL MANAGEMENT, INC. By: /s/ James F. Mosier _____________________________________ James F. Mosier, Secretary Dated: As of March 19, 1997 AMERICAN PHYSICIANS LIFE INSURANCE COMPANY By: /s/ James F. Mosier _____________________________________ James F. Mosier, General Counsel and Secretary Dated: As of March 19, 1997 PHYSICIANS INVESTMENT COMPANY By: /s/ James F. Mosier _____________________________________ James F. Mosier, Secretary -12- EXHIBIT 1 MEMBERS OF GROUP Name of Corporation Classification ______________________ __________________ PICO Holdings, Inc. Parent Holding company Physicians Insurance Company of Ohio Insurance Company Sequoia Insurance Company Insurance Company American Physicians Life Insurance Company Insurance Company Physicians Investment Company Parent Holding Company Summit Global Management, Inc. Investment Adviser For a copy of the Joint Filing Agreement, please see Exhibit 2. -13- EXHIBIT 2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the persons named below hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any amendments thereto) with respect to the shares of Common Stock of Nooney Realty Trust, Inc. beneficially owned by each of them and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 19th day of March, 1997. PICO HOLDINGS, INC. By: /s/ James F. Mosier _____________________________________ James F. Mosier, General Counsel and Secretary PHYSICIANS INSURANCE COMPANY OF OHIO By: /s/ James F. Mosier _____________________________________ James F. Mosier, General Counsel and Secretary SEQUOIA INSURANCE COMPANY By: /s/ James F. Mosier _____________________________________ James F. Mosier, Secretary AMERICAN PHYSICIANS LIFE INSURANCE COMPANY By: /s/ James F. Mosier _____________________________________ James F. Mosier, General Counsel and Secretary PHYSICIANS INVESTMENT COMPANY By: /s/ James F. Mosier _____________________________________ James F. Mosier, Secretary SUMMIT GLOBAL MANAGEMENT, INC. By: /s/ James F. Mosier _____________________________________ James F. Mosier, Secretary -----END PRIVACY-ENHANCED MESSAGE-----