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EXHIBIT 99.2
Expiration Date: March 27, 2000
______________________________________ unless extended
Number of Shares You May Subscribe For at the sole discretion
of the Company
PICO HOLDINGS, INC.
SUBSCRIPTION AGREEMENT
FOR RIGHTS OFFERING OF SHARES OF COMMON STOCK
PICO Holdings, Inc. (the "Company") is conducting a rights offering
which entitles holders of the Company's common stock, $.001 par value per share
(the "Common Stock"), as of the close of business on March 1, 2000 (the "Record
Date") to purchase for $15.00 per share one new share of Common Stock for every
two shares of Common Stock held on the Record Date. The number of shares of
Common Stock that you are entitled to purchase at the subscription price of
$15.00 per share (the "Subscription Privilege") is indicated above. If any
shares of Common Stock are not purchased by the shareholders pursuant to their
Subscription Privileges, an investment partnership may purchase up to 3,333,333
shares of Common Stock at $15.00 per share (for an aggregate purchase price of
up to $50 million). No fractional rights or cash in lieu thereof will be issued
or paid.
FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE
RIGHTS OFFERING, PLEASE REFER TO THE PROSPECTUS DATED __________, 2000 (THE
"PROSPECTUS"), WHICH IS INCORPORATED HEREIN BY REFERENCE. HOLDERS OF RIGHTS
SHOULD REVIEW THE PROSPECTUS BEFORE EXERCISING THEIR RIGHTS. Corporate Investor
Communications, Inc., XXXX's Information Agent, has agreed to provide services
to PICO in connection with the rights offering. If you require assistance,
please contact our Information Agent toll-free at 0-000-000-0000. Xxxxx and
brokers, please call 000-000-0000.
To subscribe for shares of Common Stock, a shareholder must present to
Xxxxxx Trust Company of New York, the Subscription Agent, prior to 5:00 p.m.,
Eastern Standard Time, on the Expiration Date, a properly completed and executed
copy of this Subscription Agreement, rights certificate, together with a money
order or check drawn on a bank located in the United States of America and
payable to "Xxxxxx Trust Company of New York, as Subscription Agent" or a wire
transfer of funds for an amount equal to the number of shares subscribed for
multiplied by $15.00. ANY RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION DATE WILL
BE NULL AND VOID. ANY SUBSCRIPTION FOR SHARES OF COMMON STOCK IN THE RIGHTS
OFFERING MADE HEREBY IS IRREVOCABLE.
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably subscribes
for the number of shares of Common Stock indicated below, on the terms and
subject to the conditions specified in the Prospectus, receipt of which is
hereby acknowledged.
a. Number of shares subscribed for pursuant to the
Subscription Privilege: _____ X $15.00 = $_________
payment.
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b. METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE
BOX(ES))
[ ] Check or money order payable to "Xxxxxx Trust Company of
New York, as Subscription Agent"; or
[ ] Wire transfer directed to Chase Manhattan Bank, New
York, NY, ABA No. 000000000 for A/C Xxxxxx Trust Company
of New York, Subscription Agent for PICO Holdings, Inc.
A/C No. 617-999988 - Attention: Xxxxxx Trust Company of
New York.
If the aggregate amount enclosed or transmitted is insufficient to
purchase the total number of shares included in line (a), or if the number of
shares being subscribed for is not specified, the holder of this Subscription
Agreement shall be deemed to have subscribed for the maximum amount of shares
that could be subscribed for upon payment of such amount enclosed or
transmitted. To the extent any portion of the aggregate subscription price
enclosed or transmitted remains after the foregoing procedure, those excess
funds shall be returned by mail to the subscriber without interest as soon as
practicable.
IF THE UNDERSIGNED DOES NOT MAKE FULL PAYMENT OF ANY AMOUNTS DUE, THE
COMPANY RESERVES THE RIGHT TO (i) APPLY ANY PAYMENT ACTUALLY RECEIVED BY IT
TOWARD THE PURCHASE OF THE GREATEST NUMBER OF SHARES WHICH COULD BE ACQUIRED BY
THE UNDERSIGNED UPON EXERCISE OF THE UNDERSIGNED'S RIGHTS; AND/OR (ii) EXERCISE
ANY AND ALL OTHER RIGHTS AND REMEDIES TO WHICH IT MAY BE ENTITLED.
Subscriber's Signature:
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Name (please print):
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Telephone No.: ( )
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Unless indicated below, shares purchased will be sent to the record address of
the shareholder:
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PICO HOLDINGS, INC.
RIGHTS OFFERING
INSTRUCTIONS FOR COMPLETING THE SUBSCRIPTION AGREEMENT
The enclosed Subscription Agreement entitles you to purchase the number
of shares of common stock, no par value (the "Common Stock"), of PICO Holdings,
Inc. (the "Company") as set forth in the Subscription Agreement.
To subscribe for shares of Common Stock, you must present to Xxxxxx
Trust Company of New York (the "Subscription Agent") prior to 5:00 p.m., Eastern
Standard Time, on March 27, 2000, a properly completed and executed Subscription
Agreement, rights certificate, and a money order or check drawn on a bank
located in the United States of America and payable to "Xxxxxx Trust Company of
New York, as Subscription Agent" or a wire transfer of funds for an amount equal
to the number of shares subscribed for multiplied by the subscription price of
$15.00 per share.
As soon as practicable following the Expiration Date and after payment
for any shares of Common Stock subscribed for has cleared (which clearance may
take up to 15 days from receipt of the payment), subscribers will receive from
the Subscription Agent stock certificates for the number of shares of Common
Stock acquired.
