SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
HyperFeed Technologies, Inc. (formerly known as PC Quote, Inc.)
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
44913S 10 2
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(CUSIP Number)
James F. Mosier,
Corporate Secretary and General Counsel
PICO Holdings, Inc.
875 Prospect Street, Suite 301
La Jolla, CA 92037
(858) 456-6022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 10, 2002; June 18, 2002; August 19, 2002
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(Dates of Events which Require 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 Sections 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 Rule 240.13d-7 for other
parties to whom copies are to be sent.
*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).
CUSIP NO. 44913S 10 2 AMENDMENT NO. 9
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
PICO Holdings, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [X]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: 12,564,784 shares
8. SHARED VOTING POWER: 1,568,267 shares
9. SOLE DISPOSITIVE POWER: 12,564,784 shares
10. SHARED DISPOSITIVE POWER: 1,568,267 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,133,051 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
50.4%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO; HC
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CUSIP NO. 44913S 10 2 AMENDMENT NO. 9
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Citation Insurance Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [X]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
Not applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: None
8. SHARED VOTING POWER: 822,498 shares
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: 822,498 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
822,498 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.3%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
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CUSIP NO. 44913S 10 2 AMENDMENT NO. 9
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
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. SOURCE OF FUNDS (SEE INSTRUCTIONS):
Not applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Ohio
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: None
8. SHARED VOTING POWER: 745,769 shares
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: 745,769 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
745,769 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
3.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
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CUSIP NO. 44913S 10 2 AMENDMENT NO. 9
TO
SCHEDULE 13D
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Sequoia Insurance Company
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): (a) [X]
(b) [ ]
3. SEC USE ONLY:
4. SOURCE OF FUNDS (SEE INSTRUCTIONS):
Not applicable
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER: None
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: None
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
None
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.0%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IC
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ITEM 1. SECURITY AND ISSUER.
This Amendment No. 9 to Schedule 13D ("Amendment No. 9") relates to the
shares of Common Stock, $.001 par value (the "HyperFeed Shares"), of HyperFeed
Technologies, Inc., a Delaware corporation formerly known as PC Quote, Inc.
("HyperFeed"). The address of the principal executive offices of HyperFeed is
300 South Wacker Drive, Suite 300, Chicago, Illinois 60606.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this Amendment No. 9 are PICO Holdings, Inc.
("Holdings"), Physicians Insurance Company of Ohio ("Physicians"), Citation
Insurance Company ("Citation") and Sequoia Insurance Company ("Sequoia").
A. Holdings is a California insurance and investment holding company
which is the parent of Physicians and Citation and the indirect parent of
Sequoia. Holdings' business address is 875 Prospect Street, Suite 301, La Jolla,
California 92037.
The directors of Holdings include:
(i) S. Walter Foulkrod, III, Esq., whose business address is S.
Walter Foulkrod, III & Associates, 1800 Linglestown Road, Suite 306, Harrisburg,
Pennsylvania 17110. Mr. Foulkrod is an attorney and the owner of S. Walter
Foulkrod, III & Associates, Attorneys at Law. Mr. Foulkrod is a citizen of the
United States.
(ii) Richard D. Ruppert, MD, whose residence address is 2710
Falmouth Drive, P.O. Box 352855, Toledo, Ohio 43635-2855. Dr. Ruppert is a
physician. Dr. Ruppert is a citizen of the United States.
(iii) John R. Hart, whose business address is 875 Prospect Street,
Suite 301, La Jolla, California 92037. Mr. Hart serves as President and Chief
Executive Officer of each of Holdings and Physicians and Chairman of the Board
of each of Citation and Sequoia. Mr. Hart is a citizen of the United States.
(iv) Ronald Langley, whose business address is 875 Prospect Street,
Suite 301, La Jolla, California 92037. Mr. Langley serves as Chairman of the
Board of each of Holdings and Physicians. Mr. Langley is a citizen of the United
States.
(v) John D. Weil, whose business address is 200 North Broadway,
Suite 825, St. Louis, Missouri 63102-2573. Mr. Weil serves as President of
Clayton Management Company, a strategic investment company. Mr. Weil is a
citizen of the United States.
(vi) Carlos C. Campbell, whose business address is 11530 Links
Drive, Reston, Virginia 20190-4821. Mr. Campbell is President of C.C. Campbell &
Company, a business consulting firm. Mr. Campbell is a citizen of the United
States.
(vii) Robert R. Broadbent, whose business address is Tower City
Center, 2900 Terminal Tower, Cleveland, Ohio 44113-2204. Mr. Broadbent is a
retail consultant. Mr. Broadbent is a citizen of the United States.
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The executive officers of Holdings, in addition to Messrs. Langley and
Hart, are:
(i) Richard H. Sharpe, whose business address is 875 Prospect
Street, Suite 301, La Jolla, California 92037. Mr. Sharpe serves as Chief
Operating Officer of each of Holdings and Physicians. Mr. Sharpe is a citizen of
the United States.
(ii) Maxim C. W. Webb, whose business address is 875 Prospect
Street, Suite 301, La Jolla, California 92037. Mr. Webb serves as Chief
Financial Officer and Treasurer of Holdings. He is a citizen of Great Britain.
(iii) James F. Mosier, Esq., whose business address is 875 Prospect
Street, Suite 301, La Jolla, California 92037. Mr. Mosier serves as General
Counsel and Corporate Secretary of each of Holdings and Physicians and Secretary
of each of Citation and Sequoia. He is a citizen of the United States.
There is no controlling shareholder of Holdings.
B. Physicians is an Ohio licensed insurance corporation which operates
primarily as a diversified investment and insurance company. Physicians'
business address is One Easton Oval, Suite 530, Columbus, Ohio 43219-6091.
Physicians is a wholly-owned subsidiary of Holdings.
The directors of Physicians are S. Walter Foulkrod, III, Esq.; Richard
D. Ruppert, MD; John R. Hart; Ronald Langley; and John D. Weil. Each of their
backgrounds has been described in Item 2(A) of this Amendment No. 9.
The executive officers of Physicians, in addition to Messrs. Langley
and Hart, are:
(i) Richard H. Sharpe, whose background is described in Item 2(A)
of this Amendment No. 9.
(ii) Martha G. Althauser, Esq., whose business address is
Physicians Insurance Company of Ohio, One Easton Oval, Suite 530, Columbus, Ohio
43219-6091. Ms. Althauser serves as Vice President, Claims of Physicians. She is
a citizen of the United States.
(iii) J. Steven Bricker, whose business address is Physicians
Insurance Company of Ohio, One Easton Oval, Suite 530, Columbus, Ohio
43219-6091. Mr. Bricker serves as Controller and Treasurer of Physicians. He is
a citizen of the United States.
(iv) James F. Mosier, Esq., whose background is described in Item
2(A) of this Amendment No. 9.
C. Citation is a California-domiciled insurance corporation licensed to
write property and casualty insurance in Arizona, California, Colorado, Hawaii,
Nevada, New Mexico and Utah. Citation's business address is 70 Garden Court, 2nd
Floor, Monterey, California 93940. Citation is a wholly-owned subsidiary of
Holdings.
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The directors of Citation include:
(i) John R. Hart, whose background is described in Item 2(A) of
this Amendment No. 9.
(ii) Ronald Langley, whose background is described in Item 2(A) of
this Amendment No. 9.
(iii) Richard H. Sharpe, whose background is described in Item 2(A)
of this Amendment No. 9.
(iv) Charles E. Bancroft, whose business address is 70 Garden
Court, 2nd Floor, Monterey, California 93940. Mr. Bancroft is President, Chief
Executive Officer and a director of Citation and Sequoia. Mr. Bancroft is a
citizen of the United States.
The executive officers of Citation, in addition to Messrs. Hart and
Bancroft, are:
(i) Robert M. Erickson, whose business address is 70 Garden Court,
2nd Floor, Monterey, California 93940. Mr. Erickson is Chief Financial Officer,
Treasurer and Assistant Secretary of Citation and Sequoia. Mr. Erickson is a
citizen of the United States.
(ii) James F. Mosier, Esq., whose background is described in Item
2(A) of this Amendment No. 9.
D. Sequoia is a California-domiciled insurance corporation licensed to
write insurance coverage for property and casualty risks within the States of
California and Nevada. Sequoia is a wholly-owned subsidiary of Physicians.
The directors of Sequoia are John R. Hart; Ronald Langley; Richard H.
Sharpe; and Charles E. Bancroft. Their respective backgrounds are described in
Items 2(A) and 2(C) of this Amendment No. 9.
The executive officers of Sequoia are John R. Hart, Chairman of the
Board; Charles E. Bancroft, President and Chief Executive Officer; Robert M.
Erickson, Chief Financial Officer, Treasurer and Assistant Secretary; and James
F. Mosier, Esq., Secretary. Their respective backgrounds are described in Items
2(A) and 2(C) of this Amendment No. 9.
E. During the last five years, none of Holdings, Physicians, Citation
and Sequoia and, to the best knowledge of those corporations, no individual
named in Item 2(A), Item 2(B), Item 2(C) or Item 2(D) of this Amendment No. 9,
has been convicted in a criminal proceeding.
F. During the last five years, none of Holdings, Physicians, Citation
and Sequoia and, to the best knowledge of those corporations, no individual
named in Item 2(A), Item 2(B), Item 2(C) or Item 2(D) of this Amendment No. 9,
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
-8-
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Please see Item 4 of this Amendment No. 9.
ITEM 4. PURPOSE OF TRANSACTION.
On June 10, 2002, Sequoia sold to Holdings 581,674 HyperFeed Shares
through an open market transaction. The total purchase price was $279,227.52, or
approximately $0.48 per share. Holdings used working capital to fund the
purchase.
On June 18, 2002, Sequoia sold to Holdings a Common Stock Purchase
Warrant, issued under date of December 18, 1998, covering 240,824 HyperFeed
Shares in a privately negotiated transaction. The total purchase price paid by
Holdings was $14,449.00, or approximately $.06 per share covered by the Common
Stock Purchase Warrant. Holdings used working capital to fund the purchase.
On August 19, 2002, Holdings exercised three Common Stock Warrants -
one originally issued under date of May 5, 1997 covering 320,000 HyperFeed
Shares, one originally issued under date of August 7, 1997 covering 500,000
HyperFeed Shares and one originally issued under date of September 22, 1997
covering 129,032 HyperFeed Shares -- to purchase an aggregate of 949,032
HyperFeed Shares from HyperFeed for $305,113.79, or $0.3215 per share, the
average closing bid price for the twenty trading days preceding the date of
exercise. Holdings used working capital to fund the exercise price.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) (B) Beneficial Ownership of HyperFeed Shares:
HyperFeed Shares which
may be Acquired upon Total HyperFeed Percent of Out-
HyperFeed Shares Exercise of Common Stock Shares Bene- standing HyperFeed
Person (1) Currently Held Purchase Warrants Ficially Owned Shares (2)
---------- -------------- --------------------------- -------------- ----------
Holdings 11,026,888(3)(4) 3,106,163(5)(6) 14,133,051 50.4%
Citation 581,674(3) 240,824(6) 822,498 3.3%
Physicians 745,769(4) 0 745,769 3.0%
Sequoia 0 0 0 0.0%
-------------------
(1) None of the directors or executive officers of Holdings, Citation,
Physicians or Sequoia individually beneficially owns any HyperFeed
Shares. The directors and executive officers of each of Holdings,
Citation, Physicians and Sequoia disclaim beneficial ownership of the
HyperFeed Shares beneficially owned by the corporation for which they
serve as directors and/or executive officers.
(2) The percent of the outstanding HyperFeed Shares is based upon
24,913,425 HyperFeed Shares outstanding as of August 27, 2002, and
the number of HyperFeed Shares that the person may acquire upon
exercise of outstanding Common Stock Purchase Warrants.
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(3) Includes 581,674 HyperFeed Shares beneficially owned directly by
Citation which is a direct wholly-owned subsidiary of Holdings. As a
result of Holdings' status as parent of Citation, Holdings and
Citation may be deemed to share voting and investment power with
respect to these HyperFeed Shares.
(4) Includes 745,769 HyperFeed Shares beneficially owned directly by
Physicians which is a direct wholly-owned subsidiary of Holdings. As
a result of Holdings' status as parent of Physicians, Physicians and
Holdings may be deemed to share voting and investment power with
respect to these HyperFeed Shares.
(5) Includes 2,865,339 HyperFeed Shares which may be acquired upon
exercise of the Common Stock Purchase Warrants beneficially owned
directly by Holdings.
(6) Includes 240,824 HyperFeed Shares which may be acquired upon exercise
of the Common Stock Purchase Warrant beneficially owned directly by
Citation. As a result of Holdings' status as parent of Citation,
Citation and Holdings would be deemed to share voting and investment
power with respect to these HyperFeed Shares.
(C) See Item 4 of this Amendment No. 9.
(D) See Items 5(A) and 5(B) of this Amendment No. 9.
(E) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Items 4, 5(A), 5(B) and 7 of this Amendment No. 9.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Joint Filing Agreement, dated as of October 30,
2000, among PICO Holdings, Inc., Physicians Insurance
Company of Ohio, Citation Insurance Company and
Sequoia Insurance Company (Incorporated herein by
reference to Exhibit A to Amendment No. 6 to Schedule
13D filed on behalf of Holdings, Physicians, Citation
and Sequoia with the SEC on October 31, 2000)
Exhibit B - Common Stock Purchase Warrant covering 1,245,643
HyperFeed Shares reissued to PICO Holdings, Inc.
under date of December 18, 1998 (Incorporated herein
by reference to Exhibit B to Amendment No. 6 to
Schedule 13D filed on behalf of Holdings, Physicians,
Citation and Sequoia with the SEC on October 31,
2000)
Exhibit C - Common Stock Purchase Warrant covering 1,378,872
HyperFeed Shares reissued to Physicians Insurance
Company of Ohio under date of December 18, 1998 (sold
to PICO Holdings, Inc. effective September 30, 2000)
(Incorporated herein by reference to Exhibit C to
Amendment No. 6 to Schedule 13D filed on behalf of
Holdings, Physicians, Citation and Sequoia with the
SEC on October 31, 2000)
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Exhibit D - Common Stock Purchase Warrant covering 240,824
HyperFeed Shares reissued to Citation Insurance
Company under date of December 18, 1998 (Incorporated
herein by reference to Exhibit D to Amendment No. 6
to Schedule 13D filed on behalf of Holdings,
Physicians, Citation and Sequoia with the SEC on
October 31, 2000)
Exhibit E - Common Stock Purchase Warrant covering 240,824
HyperFeed Shares reissued to Sequoia Insurance
Company under date of December 18, 1998 (sold to PICO
Holdings, Inc. on June 18, 2002) (Incorporated herein
by reference to Exhibit E to Amendment No. 6 to
Schedule 13D filed on behalf of Holdings, Physicians,
Citation and Sequoia with the SEC on October 31,
2000)
Exhibit F - Common Stock Purchase Warrant covering 640,000
HyperFeed Shares issued to PICO Holdings, Inc. by PC
Quote, Inc. on May 5, 1997 (exercised as to 320,000
HyperFeed Shares on May 19, 1998 and as to 320,000
HyperFeed Shares on August 19, 2002) (Incorporated
herein by reference to Exhibit E to Amendment No. 1
to Schedule 13D filed on behalf of Holdings,
Physicians, American Physicians Life Insurance
Company and Physicians Investment Company with the
SEC on June 11, 1997)
Exhibit G - Form of First Amendment to Common Stock Purchase
Warrant between PC Quote, Inc. and PICO Holdings,
Inc. with respect to Common Stock Purchase Warrant
issued on May 5, 1997 (Incorporated herein by
reference to Exhibit 4.5 to PC Quote, Inc.'s Current
Report on Form 8-K, dated and filed with the SEC on
October 6, 1998 (the "PC Quote 1998 Form 8-K"))
Exhibit H - Common Stock Purchase Warrant covering 500,000
HyperFeed Shares issued to PICO Holdings, Inc. by PC
Quote, Inc. on August 7, 1997 (exercised on August
19, 2002) (Incorporated herein by reference to
Exhibit C to Amendment No. 2 to Schedule 13D filed on
behalf of Holdings, Physicians, American Physicians
Life Insurance Company and Physicians Investment
Company with the SEC on September 17, 1997)
Exhibit I - Form of First Amendment to Common Stock Purchase
Warrant between PC Quote, Inc. and PICO Holdings,
Inc. with respect to Common Stock Purchase Warrant
issued on August 7, 1997 (Incorporated herein by
reference to Exhibit 4.6 to the PC Quote 1998 Form
8-K)
Exhibit J - Common Stock Purchase Warrant covering 129,032
HyperFeed Shares issued to PICO Holdings, Inc. by PC
Quote, Inc. on September 22, 1997 (exercised on
August 19, 2002) (Incorporated herein by reference to
Exhibit C to Amendment No. 3 to Schedule 13D filed on
behalf of Holdings, Physicians, American Physicians
Life Insurance Company and Physicians Investment
Company with the SEC on February 26, 1998)
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Exhibit K - Form of First Amendment to Common Stock Purchase
Warrant between PC Quote, Inc. and PICO Holdings,
Inc. with respect to Common Stock Purchase Warrant
issued on September 22, 1997 (Incorporated herein by
reference to Exhibit 4.7 to the PC Quote 1998 Form
8-K)
Exhibit L - Certificate of Designations of Series A and
Series B Preferred Stock of PC Quote, Inc.
(Incorporated herein by reference to Exhibit 3(d) to
PC Quote, Inc.'s Annual Report on Form 10-K for the
fiscal year ended December 31, 1998)
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SIGNATURES
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.
Date: September 4, 2002 PICO HOLDINGS, INC.
By: /s/ James F. Mosier
-----------------------------------------
James F. Mosier,
General Counsel and Secretary
Date: September 4, 2002 PHYSICIANS INSURANCE COMPANY OF OHIO
By: /s/ James F. Mosier
---------------------------------------
James F. Mosier,
General Counsel and Secretary
Date: September 4, 2002 CITATION INSURANCE COMPANY
By: /s/ James F. Mosier
---------------------------------------
James F. Mosier,
Secretary
Date: September 4, 2002 SEQUOIA INSURANCE COMPANY
By: /s/ James F. Mosier
---------------------------------------
James F. Mosier,
Secretary
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