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EXHIBIT 99.1
AGREEMENT
This Agreement is between PICO Holdings, Inc. ("PICO"), a corporation
formed under the laws of California with offices at 000 Xxxxxxxx Xxxxxx, Xxxxx
000, Xx Xxxxx, Xxxxxxxxxx 00000 and PICO Equity Investors, L.P. ("PEI"), a
limited partnership formed under the laws of California, with its offices at 000
Xxxxxxxx Xxxxxx, Xxxxx 000, Xx Xxxxx, Xxxxxxxxxx 00000.
On December 16, 1999, the Board of Directors of PICO approved a rights
offering to PICO's shareholders. Under the terms of the rights offering, each
PICO shareholder will be given the right to buy one share of PICO common stock
for each two shares of PICO common stock held by said shareholder, at the price
of $15.00 per share.
PICO and PEI hereby agree that in the event not all shareholders
exercise their rights pursuant to the rights offering, PEI will acquire up to
$50 million of PICO stock through the exercise of those unsubscribed rights. In
the event that there is not $50 million of stock available from such
unsubscribed rights, PICO agrees to sell shares of PICO to PEI in a private
placement at $15.00 per share, so that the total number of shares purchased by
PEI at $15.00 per share will equal $50 million. In the event that PEI purchases
shares in a private placement PICO hereby agrees to xxxxx XXX standard demand
registration rights and piggyback registration rights.
PICO hereby agrees to pay and be responsible for any and all of the
expenses incurred by PICO Investors Management, LLC and PEI and to pay and be
responsible for any and all future expenses incurred by PICO Equity Investors
Management, LLC and PEI, subject to prior approval by PICO which shall not
unreasonably be withheld.
PICO HOLDINGS, INC. PICO EQUITY INVESTORS, L.P.
____________________________________ ___________________________________
By: Xxxxx X. Xxxxxx By: Xxxx X. Xxxx, Member
Title: General Counsel and Secretary PICO Equity Investors Management, LLC
Date: December 16, 1999 General Partner
Date: December 16, 1999
