As filed with the Securities and Exchange Commission on May 19, 1998
Registration No.
==============================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CADIZ LAND COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0313235
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 Wilshire Boulevard, Suite 1600
Santa Monica, California 90401
(310) 899-4700
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Stanley E. Speer
100 Wilshire Boulevard, Suite 1600
Santa Monica, California 90401
(310) 899-4700
(Name, address, and telephone number of agent for service)
-----------------------------------
Copies of communications to:
HOWARD J. UNTERBERGER, ESQ.
J. BRAD WIGGINS, ESQ.
Miller & Holguin
1801 Century Park East, Seventh Floor
Los Angeles, California 90067
(310) 556-1990
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. / /
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number
of the earlier effective registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. / /
==============================================================
Title of
each Proposed
class of maximum Proposed
securities offering maximum Amount of
to be Amount price aggregate registration
registered to be registered per unit offering price fee
- --------------------------------------------------------------------------
Common Stock,
par value 5,910,712 shares(1)(3) $13.00(2) $76,839,256.00 $22,667.58(3)
$.01 per
share
Warrants for
the purchase 500,000 warrants
of Common
Stock (the "Warrants")(3)(4)
- ---------------------------------------------------------------------------
(1) Of this total, 50,000 shares underlie the Options and
500,000 shares underlie the Warrants which are included in
this Registration Statement. Also registered hereunder are
an indeterminate number of additional shares of Common
Stock which may become issuable by virtue of anti-dilution
provisions of the Options and Warrants.
(2) Estimated solely for the purpose of calculating the
registration fee, and based, pursuant to Rule 457(c), on
the average of the high and low prices of the Registrant's
Common Stock as reported by Nasdaq for May 12, 1998, which
date is within 5 business days prior to the initial filing
date of this Registration Statement.
(3) A total of 5,110,712 shares and 75,000 Warrants which are
included within this Registration Statement were included
in the Registrant's Registration Statement on Form S-1 No.
333-19109, declared effective May 13, 1997. The Registrant
has previously paid registration fees totaling $7,285.70
with respect to such securities in connection with this
earlier Registration Statement. As permitted pursuant to
Rule 429 of Regulation C under the Securities Act, such
amount has been applied by Registrant against the total
registration fee set forth above. As a result, a total of
$15,381.88 is being paid by Registrant concurrently with
the filing of this Registration Statement.
(4) No fee for registration of the Warrants is required by
virtue of the last sentence of Rule 457(g).
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
==============================================================
PROSPECTUS
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CADIZ LAND COMPANY, INC.
5,910,712 SHARES OF COMMON STOCK
(INCLUDING 50,000 OPTION SHARES ISSUABLE UPON EXERCISE OF
OUTSTANDING OPTIONS AND 500,000 WARRANT SHARES ISSUABLE UPON
EXERCISE OF WARRANTS)
AND 500,000 WARRANTS FOR THE PURCHASE OF COMMON STOCK
This Prospectus relates to the offer by the security
holders named herein under the caption "Selling Security
Holders" (collectively, the "Selling Security Holders") for
sale to the public of 5,910,712 shares of the $.01 par value
common stock (the "Common Stock") of Cadiz Land Company, Inc.
(the "Company" or "Cadiz") (collectively, the "Shares"),
including (i) 5,360,712 outstanding Shares (the "Outstanding
Shares"); (ii) 50,000 shares of Common Stock (the "Option
Shares") which are issuable by the Company upon the exercise
of outstanding options (the "Options"); and (iii) 500,000
shares of Common Stock (the "Warrant Shares") which are
issuable by the Company upon the exercise of previously issued
warrants (the "Warrants"). In addition, this Prospectus
relates to the offer by one of the Selling Security Holders
for sale to the public of the Warrants for the purchase of the
Warrant Shares.
The Company will not receive any proceeds from the sale by
the Selling Security Holders of the Shares or the Warrants
offered hereunder. See "Plan of Distribution."
The 500,000 Warrant Shares covered by this Prospectus are
issuable upon exercise of previously issued Warrants held by
one of the Company's institutional lenders. Of these 500,000
Warrants, 75,000 Warrants are exercisable for five years
beginning on April 30, 1997 at an exercise price of $5.03 per
share, 75,000 Warrants are exercisable for five years
beginning on April 30, 1998 at an exercise price of $11.8125
per share, 200,000 Warrants are exercisable for seven years
beginning on November 25, 1997 at an exercise price of $7.00
per share, 112,500 Warrants are exercisable for seven years
beginning on April 13, 1998 at an exercise price of $7.00 per
share, and 37,500 Warrants are exercisable for seven years
beginning May 11, 1998 at an exercise price of $7.00 per
share. See "Description of Securities."
The Selling Security Holders have advised the Company that
they may sell, directly or through brokers, all or a portion
of the securities offered hereby in negotiated transactions or
in one or more transactions in the market at the price
prevailing at the time of sale. In connection with such
sales, the Selling Security Holders and any participating
broker may be deemed to be "underwriters" of the Shares within
the meaning of the Act. It is anticipated that usual and
customary brokerage fees will be paid by Selling Security
Holders in all open market transactions. The Company will pay
substantially all other expenses of the offering. See "Plan
of Distribution."
The Company has filed a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"),
covering the offer and sale of the Shares and the Warrants by
the Selling Security Holders. This registration is in
satisfaction of the terms of agreements by the Company with
certain Selling Security Holders to register their Shares and
Warrants for resale under the Securities Act.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH
DEGREE OF RISK. SEE THE DISCUSSION OF"RISK FACTORS."
BEGINNING ON PAGE 3.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is ___________, 1998
No dealer, salesman or other person has been authorized to
give any information or make any representations, other than
those contained in this Prospectus, in connection with the
offering hereby, and, if given or made, such information and
representations must not be relied upon as having been
authorized by the Company or the Selling Security Holders.
This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any securities to any person
in any State or other jurisdiction in which such offer or
solicitation is unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no
change in the affairs of the Company or the facts herein set
forth since the date hereof.
This Prospectus includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"). All statements other than
statements of historical facts included in this Prospectus
including, without limitation, the statements regarding
industry prospects and the Company's financial position are
forward-looking statements. Although the Company believes
that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important
factors that could cause actual results to differ materially
from the Company's expectations ("Cautionary Statements") are
disclosed in the Prospectus including, without limitation, in
conjunction with the forward-looking statements included in
this Prospectus and under "Risk Factors." All subsequent
written and oral forward-looking statements attributable to
the Company, the Selling Security Holders or persons acting on
their behalf are expressly qualified in their entirety by the
Cautionary Statements.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement (the
"Registration Statement") under the Securities Act, with
respect to the securities offered by this Prospectus. This
Prospectus does not contain all of the information set forth
in the Registration Statement. For further information with
respect to the Company and the securities offered hereby,
reference is made to the Registration Statement and to the
schedules and exhibits filed therewith, which may be inspected
without charge at the principal office of the Commission, 450
5th Street, N.W., Washington, D.C. 20549, and copies of the
material contained therein may be obtained from the Commission
upon payment of applicable copying charges. Statements
contained in this Prospectus as to the contents of any
contract or other document referred to herein are not
necessarily complete, and in each instance reference is made
to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.
The Company is subject to the informational requirements of
the Exchange Act, and in accordance therewith files reports,
proxy and information statements and other information with
the Commission. Such reports and other information filed by
the Company can be inspected and copied at the public
reference facilities maintained by the Commission at Room
1024, 450 5th Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, Suite
1300, New York, New York 10048, and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material can be obtained from the Public Reference
Section of the Commission at 450 5th Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Commission also
maintains a Web site (http://www.sec.gov) that contains
reports, proxy and information statements and other
information regarding the Company and other registrants that
file electronically with the Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents previously filed with the
Commission by the Company (SEC File No. 0-12114) pursuant to
the Exchange Act are incorporated by reference in this
Prospectus and made a part hereof:
1. The Company's Annual Report on Form 10-K for the
year ended December 31, 1997;
2. The Company's Proxy Statement furnished in
connection with its Annual Meeting of Stockholders on May 13,
1998, filed with the Commission on March 30, 1998;
3. The description of the Common Stock set forth in the
Company's Registration Statement filed with the Commission on
Form 8A under the Exchange Act on May 8, 1984, as amended by
reports on Form 8-K filed with the Commission on May 26, 1988
and June 2, 1992; and
4. The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1998.
In addition, all reports and other documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
The Company will provide without charge to any person to
whom this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the documents
which have been incorporated by reference in this Prospectus,
other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the documents so
incorporated. Requests for such copies should be directed to
the Company at 100 Wilshire Boulevard, Suite 1600, Santa
Monica, California 90401, Attention: Stanley E. Speer, Chief
Financial Officer (telephone (310) 899-4700).
TABLE OF CONTENTS
Available Information
Incorporation of Certain Information by Reference
Prospectus Summary
Risk Factors
Selling Security Holders
Plan of Distribution
Description of Securities
Legal Matters
Experts
PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY INFORMATION IS QUALIFIED IN ITS
ENTIRETY BY THE DETAILED INFORMATION AND CONSOLIDATED
FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING
ELSEWHERE IN THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED
HEREIN BY REFERENCE AND, ACCORDINGLY, SHOULD BE READ IN
CONJUNCTION WITH THAT INFORMATION AND THOSE FINANCIAL
STATEMENTS AND NOTES.
THE COMPANY
The long-term strategy of Cadiz Land Company, Inc. (the
"Company") is to acquire and develop water-related land and
agricultural assets, as well as selected water-related
technologies. The Company has created an integrated and
complementary portfolio of landholdings, water resources, and
agricultural operations throughout central and southern
California which either possess sizable assured supplies of
water or can, in future years, utilize water supplied from
other Company properties. Management therefore believes that,
with both the increasing scarcity of water supplies in
California and the increasing demand for water, the Company's
access to water will provide it with a competitive advantage
both as a major agricultural concern and as a supplier of
water, which will lead to continued appreciation in the value
of the Company's portfolio.
In September 1996, the Company significantly enhanced
this portfolio through its acquisition of Sun World
International, Inc. ("Sun World"). The Sun World acquisition
has made the Company one of the largest fully integrated
agricultural companies in California by adding to the
Company's portfolio more than 17,200 acres of prime
agricultural land, packing facilities, marketing expertise,
proprietary agricultural products and the highly regarded Sun
World brand name. The acquisition of Sun World also added
valuable water rights to the Company's existing water resource
development operations.
In addition to its Sun World properties, the Company
holds more than 39,000 acres of land in eastern San Bernardino
County which are underlain by excellent groundwater resources
with demonstrated potential for future applications, including
water storage and supply programs, and agricultural,
municipal, recreational and industrial development. All of
the Company's properties are located in close proximity to
California's major aqueduct systems. The Company expects to
utilize its resources to participate in a broad variety of
water storage and supply programs, including the storage and
supply of surplus water for public agencies which require
supplemental sources of water. The Company has reached
agreement with the Metropolitan Water District of Southern
California ("MWD") on principles and terms for a long-term
agreement at its Cadiz, California property, subject to Board
approval of each party. The program (the "Cadiz/Fenner Water
Storage and Supply Program") will provide storage capacity of
approximately 500,000 acre-feet and a dry-year source of up to
100,000 acre-feet per year of high quality water.
The Company continually seeks to develop and manage its
land, water and agricultural resources for their highest and
best uses. Agricultural development enables the Company to
maximize the value of its landholdings while generating cash
flow. The Company also continues to evaluate acquisition
opportunities which are complementary to its current portfolio
of landholdings, water resources and agricultural operations.
The Company's principal offices are located at 100
Wilshire Boulevard, Suite 1600, Santa Monica, California
90401, and its telephone number is (310) 899-4700.
THE OFFERING
Total Shares Offered by the
Selling Security Holders...............5,910,712 Shares
Outstanding Shares...................5,360,712 Shares
Option Shares...........................50,000 Shares
Warrant Shares.........................500,000 Shares
Total Warrants Offered by the
Selling Security Holders.................500,000 Warrants
Risk Factors.............................This offering is speculative and
involves a high degree of risk.
See "Risk Factors."
Use of Proceeds..........................The Company will not receive
any proceeds from the sale of
Shares or the sale of Warrants
pursuant to this Prospectus.
Nasdaq National Market System Symbol.....CLCI
RISK FACTORS
The securities offered hereby involve a high degree of
risk. Prior to making an investment, prospective investors
should carefully consider the following risks affecting the
Company and this offering. This Prospectus and the documents
incorporated herein by reference contain trend analysis and
other forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act.
Actual results could differ materially from those projected in
the forward-looking statements throughout these documents as a
result of the factors described below.
HISTORICAL OPERATING LOSSES AND ACCUMULATED DEFICITS
The Company has a history of operating losses
(approximately $8.5 million for the fiscal year ended March
31, 1996, approximately $6.0 million for the nine months ended
December 31, 1996 and approximately $8.5 million for the
fiscal year ended December 31, 1997) and accumulated deficits
(approximately $54.4 million at March 31, 1996, approximately
$61.1 million at December 31, 1996 and approximately $70.8
million at December 31, 1997). Until such time, if ever, as
the Company generates significant revenues from the
development of its water resources (see "Risks of Water
Development Projects", below), the Company's consolidated
results of operations will be largely dependent upon the
results of operations of its Sun World subsidiary. The
Company cannot predict with any degree of accuracy what effect
the operations of Sun World will have on the Company's overall
business operations in the next several years. See also
"Risks Inherent in Agricultural Operations," below.
RISKS INHERENT IN AGRICULTURAL OPERATIONS
The Company is subject to risks associated with its
agricultural operations. Numerous factors can affect the
price, yield and marketability of the crops grown on the
Company's properties. Crop prices may vary greatly from year
to year as a result of the relationship between production and
market demand. For example, the production of a particular
crop in excess of demand in any particular year will depress
market prices, and inflationary factors and other
unforeseeable economic changes may also, at the same time,
increase operating costs with respect to such crops. In
addition, the agricultural industry in the United States is
highly competitive, and domestic growers and produce marketers
are facing increased competition from abroad, particularly
from Mexico. There are also a number of factors outside of
the Company's control that could, alone or in combination,
materially adversely affect the Company's agricultural
operations, such as adverse weather conditions, insects,
blight or other diseases, labor problems such as boycotts or
strikes and shortages of competent laborers. The Company's
operations may also be adversely affected by changes in
governmental policies, social and economic conditions, and
industry production levels. As a result, there can be no
assurance that the Company's agricultural operations will be
commercially profitable.
RISKS OF WATER DEVELOPMENT PROJECTS
The Company anticipates that it will continue to incur
operating losses from its non-Sun World operations until such
time as it is able to receive significant revenues from the
development of its water development projects, including water
storage and supply programs. Additional financing
specifically in connection with the Company's water projects
will be required. In addition to the risk of delays
associated with receiving all necessary regulatory approvals
and permits, the Company may also encounter unforeseen
technical difficulties which could result in construction
delays and cost increases with respect to the Company's water
development projects. The Company is continuing to negotiate
the specific terms of water storage and supply programs with
various California water agencies, including the MWD (with
which it has reached agreement on principles and terms for the
Cadiz/Fenner Water Storage and Supply Program, subject to
Board approval by each party). However, the outcome of other
negotiations cannot be predicted with any degree of certainty.
There can be no assurances as to the amount of water which
the Company will be able to deliver or store under such
arrangements, nor as to the price which the Company will be
able to obtain. Furthermore, the Company has no experience to
date in the commercial production and delivery of water in
large amounts on a long-term basis. There is, therefore, a
limited historical basis on which to evaluate future
performance of the Company's proposed operations in this area.
SIGNIFICANT LEVERAGE AND WORKING CAPITAL REQUIREMENTS
The consolidated Company's capital structure is
significantly leveraged. As of March 31, 1998 the Company had
approximately $9.8 million of direct indebtedness outstanding
under a term loan (the "Cadiz Term Loan") due April 30, 1999
(with provisions for extension, if required) and approximately
$5 million of direct indebtedness outstanding under a $15
million revolving credit facility with a final maturity date
of December 31, 2000 (the "Cadiz Revolver"), and Sun World had
$118 million of indebtedness outstanding (including $115
million of 11-1/4% First Mortgage Notes due April 15, 2004
(the "Sun World Notes")) and $9.8 million of indebtedness
outstanding under a one-year $30 million revolving credit facility
(the "Sun World Revolver"). The Cadiz Term Loan and Cadiz Revolver
are secured by substantially all of the Company's non-Sun
World assets. The Sun World Notes are secured by a first lien
on substantially all of the assets of Sun World and its
subsidiaries, other than the growing crops, crop inventories
and accounts receivable and proceeds thereof, which secure the
Sun World Revolver. The Sun World Notes are also secured by
the stock of Sun World held by the Company. Sun World will
depend on the Sun World Revolver to meet its significant
seasonal working capital needs. Management anticipates that
the credit available under the Sun World Revolver will be
sufficient to meet Sun World's current seasonal requirements,
although no assurances can be given. See "Seasonality,"
below."
The degree to which the Company's capital structure is
leveraged could impair both the Company's and Sun World's
access to additional financing in the future for working
capital, capital expenditures, acquisitions, and general or
other corporate purposes. The ability of the Company and Sun
World to generate sufficient working capital and cash flow
needed for ongoing debt service and working capital needs
depends on the future performance of the Company and Sun
World. If Sun World does not generate sufficient cash flow to
service its debt, or if Sun World or Cadiz fails to comply
with covenants in the indenture under which the Sun World
Notes were issued (the "Sun World Indenture"), they would face
a default on their obligations. Such a default could result
in the loss of all of the Company's investment in Sun World.
LIMITATIONS ON ACCESS TO SUN WORLD CASH FLOW AND DIVIDENDS
The Company's ability to receive distributions from Sun
World's cash flow is restricted by a series of covenants in
the Sun World Indenture that allow for the payment of
dividends subject to meeting certain tests and ratios.
POTENTIAL ADVERSE EFFECT OF RAIL-CYCLE PROJECT ON THE COMPANY
In November 1995 the San Bernardino County Board of
Supervisors certified the Environmental Impact
Report/Environmental Impact Statement ("EIR/EIS") for, and
approved a Conditional Use Permit for, the proposed
construction and operation of a landfill adjacent to the
Company's Cadiz properties (the "Rail-Cycle Project"). The
Company contends that the Rail-Cycle Project, as currently
designed, poses environmental risks to both the Company's
agricultural operations at Cadiz and to the groundwater basin
underlying the Cadiz property. The Company has vigorously
opposed the Rail-Cycle Project on a number of grounds and has
filed a lawsuit seeking, among other things, to set aside the
County's certification of the EIR/EIS and approval of the
proposed project. The Company has also filed lawsuits against
certain proponents and other parties in interest as to the
Rail-Cycle Project asserting claims for damages under federal
and state law. There can be no assurances as to the outcome
of the Company's lawsuits. Furthermore, the Board of
Supervisors decided to require a business license tax to be
levied against the Rail-Cycle Project which, prior to
adoption, must be approved by a majority vote in a general
election. The Company believes that the Rail-Cycle Project,
if constructed and operated as proposed, will have a
materially adverse impact upon the Company's business.
However, management is unable to predict the magnitude of such
impact, if any, at this time.
SEASONALITY
In connection with the water resource development
activities of the Company, revenues are not expected to be
seasonal in nature.
Sun World's agricultural operations are impacted by the
general seasonal trends that are characteristic of the
agricultural industry. Sun World has historically received
the majority of its net income during the months of June to
October following the harvest and sale of its table grape and
tree fruit crops. Due to this concentrated activity, Sun
World has, therefore, historically incurred a loss with
respect to its agricultural operations in the other months
during the year. See "Risk Factors - Significant Leverage and
Working Capital Requirements."
ENVIRONMENTAL MATTERS
In the normal course of its agricultural operations, the
Company handles, stores, transports and dispenses products
identified as hazardous materials which could subject the
Company to liability for the cleanup of such hazardous
substances or wastes or may adversely affect the value of the
Company's properties. Such matters could, in the future, have
a material adverse effect on the Company.
REGULATION
Certain areas of the Company's operations are subject to
varying degrees of federal, state and local laws and
regulations. The Company's agricultural operations are
subject to a broad range of evolving environmental laws and
regulations. These laws and regulations include the Clean Air
Act, the Clean Water Act, the Resource Conservation and
Recovery Act, the Federal Insecticide, Fungicide and
Rodenticide Act, and the Comprehensive Environmental Response,
Compensation and Liability Act. Environmental concerns are
inherent in most major agricultural operations, including
those conducted by the Company, and there can be no assurances
that the cost of compliance with environmental laws and
regulations in the future will not be material.
The Company's food operations are also subject to
regulations enforced by, among others, the U.S. Food and Drug
Administration and state, local and foreign equivalents and
to inspection by the U.S. Department of Agriculture and other
federal, state, local and foreign environmental and health
authorities. Among other things, the U.S. Food and Drug
Administration enforces statutory standards regarding the
safety of food products, establishes ingredients and
manufacturing procedures for certain foods, establishes
standards of identity for foods and determines the safety of
food substances in the United States. Similar functions are
performed by state, local and foreign governmental entities
with respect to food products produced or distributed in their
respective jurisdictions. In addition, there can be no
assurances as to the effect of any environmental regulations
which may be adopted in the future.
Water supplied by the Company may be subject to
regulation as to quality by the United States Environmental
Protection Agency (the "EPA") acting pursuant to the Federal
Safe Drinking Water Act (the "US Act"). In California, the
responsibility for enforcing the US Act is delegated to the
California Department of Health Services (the "Health
Department") and to the Resources Board acting pursuant to the
California Safe Drinking Water Act (the "Cal Act"). The US
Act provides for the establishment of uniform minimum national
water quality standards, as well as governmental authority to
specify the type of treatment processes to be used for public
drinking water. Moreover, the EPA has an ongoing directive to
issue regulations under the US Act and to require disinfection
of drinking water, specification of maximum contaminant levels
("MCLS") and filtration of surface water supplies. The Cal
Act and the mandate of the Health Department are similar to
the US Act and the mandate of the EPA, and in many instances
MCLS and other requirements of the Health Department are more
restrictive than those promulgated by the EPA.
Both the EPA and the Health Department have promulgated
regulations and other pronouncements which require various
testing and sampling of water and inspections by producers
which set MCLS for numerous contaminants. Since the Company
does not intend to supply water directly to consumers, these
standards only affect the water agencies that may buy or lease
water from the Company. While such environmental regulations
do not directly affect the Company, the regulations regarding
the quality of water distributed affects the Company's
intended customers and may, therefore, depending upon the
quality of the water supplied by the Company, impact the price
and terms upon which the Company may in the future sell its
surplus water or water rights.
REGULATORY APPROVALS
As the Company proceeds with the development of its
properties, including related infrastructure, the Company will
be required to satisfy various regulatory authorities that it
is in compliance with the laws, regulations and policies
enforced by such authorities. Groundwater development, and
the export of surplus groundwater for sale to single entities
such as public water agencies, are not subject to regulation
by existing statutes, other than general environmental
statutes applicable to all development projects. Management
cannot predict with certainty what requirements, if any, may
be imposed by regulators upon future development. In
addition, the time and costs associated with obtaining
regulatory approvals for resource development are significant,
and there can be no assurance that the Company will receive
desired approvals for future development plans.
COMPETITION
The agricultural business is highly competitive. The
Company's competitors include a limited number of large
international food companies, as well as a large number of
smaller independent growers and grower cooperatives. No
single competitor has a dominant market share in this industry
due to the regionalized nature of these businesses. Sun World
utilizes brand recognition, product quality, harvesting in
favorable product windows, competitive pricing, effective
customer service and consumer marketing programs to enhance
its position within the highly competitive fresh food
industry. Consumer and institutional recognition of the Sun
World trademark and related brands and the association of
these brands with high quality food products contribute
significantly to Sun World's ability to compete in the market
for fresh fruit and vegetables.
The Company faces competition for the acquisition,
development and sale of its properties from a number of
competitors, some of which have significantly greater
resources than the Company. The Company may also face
competition in the development of water resources associated
with its properties. Since California has scarce water
resources and an increasing demand for available water, the
Company believes that price and reliability of delivery are
the principal competitive factors affecting transfers of water
in California. In this regard, the ability of the Company to
price its water on a competitive basis will depend upon the
cost of constructing and maintaining delivery systems for its
surplus water.
YEAR 2000 RISKS
The Company has conducted a preliminary review of its
electronic data processing systems to assess what changes
might be needed for those systems to recognize the year 2000
and not to treat any date after December 31, 1999 as a date
during the twentieth century. Management believes that all
such changes can be implemented in an orderly and timely
manner and without material cost. The Company plans to try to
coordinate its response to these issues with those third
parties with whom the Company engages in electronic
transactions, both domestically and internationally, including
suppliers, customers, creditors and financial service
organizations, although the Company cannot effectively ensure
against all potential Year 2000 problems that might originate
with third parties. If the Company or any third party with
whom the Company does business were to have a Year 2000
problem, the Company's business could be seriously disrupted
and the Company's financial condition and results of
operations could be materially adversely affected.
AUTHORIZATION OF "BLANK CHECK" PREFERRED STOCK
The Company's Certificate of Incorporation, as amended,
authorizes the issuance of up to 100,000 shares of preferred
stock with such designations, rights and preferences as may be
determined from time to time by the Company's Board of
Directors. Accordingly, the Board of Directors is empowered,
without stockholder approval, to issue preferred stock in one
or more series, and to fix for any series the dividend rights,
dissolution or liquidation preferences, redemption prices,
conversion rights, voting rights, and other rights,
preferences or privileges for such preferred stock which could
adversely affect the voting power or other rights of the
holders of the Common Stock. To date the Board of Directors
has designated three series of Preferred Stock for issuance,
including (i) up to 60,000 shares of Series A Preferred, (ii)
up to 1,000 shares of 6% Convertible Series B Preferred Stock
(the "Series B Preferred"), and (iii) up to 365 shares of 6%
Convertible Series C Preferred Stock (the "Series C
Preferred"). No shares of Preferred Stock are currently
outstanding. See "Description of Securities." The Board of
Directors has no present plans or arrangements for the
issuance of additional shares of Preferred Stock, and the
Company's ability to issue additional Preferred Stock is
restricted by covenants in the Sun World Indenture. However,
there can be no assurance that the Company will not issue such
shares in the future. Such shares could, under certain
circumstances, be issued as a method of discouraging, delaying
or preventing a change in control of the Company. The
issuance of such shares could prevent holders of the Company's
Common Stock from receiving a premium for their shares from a
potential third-party acquiror.
DILUTION UPON CONVERSION AND EXERCISE OF SECURITIES
The issuance of Shares upon conversion and exercise of
outstanding Options and Warrants may have certain dilutive
effects, including dilution of the Company's earnings per
share.
MARKET RISKS FROM SUBSTANTIAL INCREASE IN NUMBER OF SHARES OF
COMMON STOCK ELIGIBLE FOR RESALE
The registration for resale hereunder of 5,360,712
Outstanding Shares, 50,000 Option Shares and 500,000 Warrant
Shares, for an aggregate total of 5,910,712 Shares,
significantly increases the number of outstanding shares of
Common Stock of the Company eligible for resale. See
"Description of Securities." The sale, or availability for
sale, of these Shares could cause downward pressure on, and
decreases in, the market price of the Company's Common Stock,
particularly in the event that a large number of Shares were
sold in the public market over a short period of time.
NO ASSURANCE OF DIVIDENDS ON COMMON STOCK
To date, the Company has never paid a cash dividend on
Common Stock, and the Company's ability to pay such dividends
is subject to certain covenants pursuant to agreements with
the Company's lenders.
SELLING SECURITY HOLDERS
The following table sets forth certain ownership
information with respect to the Selling Security Holders. The
information set forth below is based upon reports of
beneficial ownership filed with the Securities and Exchange
Commission and records of the Company and its transfer agent,
Continental Stock Transfer & Trust Company. If the Selling
Security Holders were to sell all of the Shares covered by
this Prospectus(1), each Selling Security Holder would have no
further beneficial interest in the Company's Common Stock
except as otherwise noted. Unless noted, the Selling Security
Holders have not had any position, office or other material
relationship with the Company or any of its affiliates within
the past three years.
Shares
Beneficially
Owned Prior
Name to Offering(2) Shares Offered (2)
- ------------------------------- -------------- -------------------
Lar Ze Company 25,000 25,000
Capital Group Companies, Inc. 1,915,000(7) 250,000(7)
MeesPierson Securities, Ltd. 1,014,563 1,014,563
Gamma Leasing Ltd. 69,998 69,998
BT Holdings (NY) Inc.
(Bankers Trust) 801,498 801,498
Morgan Stanley Asset
Management, Inc. 2,661,592(8) 755,997(8)
Heritable & General
Investment Bank Ltd. 307,996 307,996
Zaphiriou Zarifi Overseas
Equities, Inc. 419,998 419,998
Singer & Friedlander (IOM) Ltd. 419,998 419,998
Smith Barney Inc. (3) 491,959 491,959
The Weinress Group (4) 20,158 20,158
Henderson Crosthwaite Institutional
Brokers Ltd. (3) 14,558 14,558
Henry Ansbacher & Co. Limited(5) 30,000 30,000
ING Baring (U.S.) Capital
Corporation(5) 500,000(9) 500,000(9)
Hunter & Company(3) 50,000(10) 50,000(10)
Board of Trustees of the
Policemen & Firemen
Retirement System of
the City of Detroit 83,999 83,999
Irving B. Harris Revocable Trust 145,598 145,598
Roxanne H. Frank Trust 60,198 60,198
Harris Foundation 16,798 16,798
Couderay Partners 33,598 33,598
Jerome Kahn, Jr. Revocable Trust 23,798 23,798
Mark A. Liggett(6) 419,357 375,000
- -----------------------------
(1) The Selling Security Holders are not required to sell all
or any part of the Shares covered by this Prospectus;
therefore, the number and percentage of outstanding Shares
to be held by them after completion of the offering may
exceed that indicated herein.
(2) Includes Option Shares and Warrant Shares offered under
this Prospectus which have not yet been issued.
(3) Consultant to the Company.
(4) A consulting firm which is an affiliate of a former
Director of the Company.
(5) Lender or former lender to the Company.
(6) Employee of the Company.
(7) Assuming the sale of all Shares covered by this Prospectus,
Capital Group Companies, Inc. would continue to beneficially
own 1,665,000 shares of Common Stock, or 5.0% of the total
outstanding.
(8) Assuming the sale of all Shares covered by this Prospectus,
Morgan Stanley Asset Management, Inc. would continue to
beneficially own 1,905,595 shares of Common Stock, or 5.8%
of the total outstanding.
(9) Includes 75,000 Warrant Shares underlying Warrants which
are exercisable for five years beginning on April 30, 1997
at an exercise price of $5.03 per share, 75,000 Warrant
Shares underlying Warrants which are exercisable for five
years beginning on April 30, 1998 at an exercise price of
$11.8125 per share, 200,000 Warrant Shares underlying
Warrants which are exercisable for seven years beginning on
November 25, 1997 at an exercise price of $7.00 per share,
112,500 Warrant Shares underlying Warrants which are
exercisable for seven years beginning on April 13, 1998 at
an exercise price of $7.00 per share, and 37,500 Warrant
Shares underlying Warrants which are exercisable for seven
years beginning on May 11, 1998 at an exercise price of
$7.00 per share.
(10) Includes 50,000 Option Shares underlying Options
exercisable at $5.50 per share, which expire January 9,
2000.
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Security
Holders that there are no underwriting arrangements with
respect to the sale of the Shares and Warrants, that the
Shares and Warrants will be sold from time to time (i) as to
the Shares only, in the over-the-counter market (through
Nasdaq) at then prevailing prices, or (ii) as to the Shares
and the Warrants, in private transactions at negotiated
prices, and that usual and customary brokerage fees may be
paid by the Selling Security Holders in connection therewith.
The Company will receive none of the proceeds from sales by
the Selling Security Holders of the Shares and Warrants.
In connection with such sales, the Selling Security
Holders and any participating broker may be deemed to be
"underwriters" of the Shares and Warrants, as such term is
defined in the Act, although the offering of the Shares and
Warrants will not be underwritten by a broker-dealer or
investment banking firm. Sales of the Shares may be made in
the over-the-counter market to broker-dealers making a market
in the Common Stock or to other broker-dealers, and such
broker-dealers, upon their resale of the Shares, may also be
deemed to be "underwriters" under the Act.
The Company has agreed to indemnify certain of the
Selling Security Holders against liabilities they may incur as
a result of any untrue statement of a material fact in the
Registration Statement of which this Prospectus forms a part,
or any omission herein or therein to state a material fact
necessary in order to make the statements made, in the light
of the circumstances under which they were made, not
misleading. Such indemnification includes liabilities that
such Selling Security Holders may incur under the Act. No
such indemnification must be given by the Company if the
untrue statement or omission was made in reliance upon and in
conformity with information furnished in writing to the
Company by the Selling Security Holder for use in the
Registration Statement.
The Company will bear all costs and expenses of the
registration of the Shares and Warrants under the Act and
certain state securities laws, other than fees of counsel (if
any) retained by the Selling Security Holders and any
discounts or commissions payable with respect to sales of the
Shares and Warrants.
The Company has advised the Selling Security Holders of
(i) the requirement for delivery of this Prospectus in
connection with any sale of the Shares or Warrants, and (ii)
the relevant cooling off period specified by Regulation M and
restrictions upon the Selling Security Holders' bidding for or
purchasing securities of the Company during the distribution
of Shares and Warrants.
DESCRIPTION OF SECURITIES
GENERAL
The Company is authorized to issue 45,000,000 shares of
Common Stock, par value $.01 per share, and 100,000 shares of
Preferred Stock, par value $.01 per share ("Preferred Stock").
COMMON STOCK
Holders of Common Stock are entitled to one vote, either
in person or by proxy, for each share held of record by them
on all matters submitted to a vote of stockholders. Except as
otherwise provided by law, action can be taken by a majority
of shares entitled to vote at a meeting. Holders of Common
Stock have no cumulative voting rights. Holders of Common
Stock are entitled to dividends when, as and if declared by
the Board of Directors out of funds legally available
therefor, subject to the prior rights of the holders of any
Preferred Stock. In the event of liquidation or dissolution
and winding up of the Company, holders of Common Stock are
entitled to share ratably in the assets of the Company
remaining after payment of liabilities and after provision has
been made for each class of stock, including any Preferred
Stock outstanding at that time, that has preference over the
Common Stock. Holders of Common Stock, as such, have no
conversion, preemptive or other subscription rights, and there
are no redemption or sinking fund provisions applicable to the
Common Stock. All of the outstanding shares of Common Stock
are, and, when issued, the Option Shares and Warrant Shares
offered under this Prospectus will be, fully paid and
nonassessable.
PREFERRED STOCK
Shares of Preferred Stock may be issued without
stockholder approval. The Board of Directors is authorized to
issue such shares in one or more series and to fix the rights,
preferences, powers, qualifications, limitations and
restrictions thereof, including dividend rights and rates,
conversion rights, voting rights, terms of redemption,
redemption prices, liquidation preferences and the number of
shares constituting any series or the designation of such
series, without any vote or action by the stockholders.
To date the Board of Directors has designated three
series of Preferred Stock for issuance, including (i) up to
60,000 shares of Series A Preferred, of which 27,631 shares
have been issued and no shares currently remain outstanding;
(ii) up to 1,000 shares of Series B Preferred, of which 1,000
shares have been issued and no shares currently remain
outstanding; and (iii) up to 365 shares of Series C Preferred,
of which 340 shares have been issued and no shares currently
remain outstanding.
The Series A Preferred is convertible into shares of
Common Stock, at the option of the holder, at a price of $3.75
per share. Holders thereof are entitled to cumulative
dividends payable at a rate of 6% per annum. The Series A
Preferred is also mandatorily convertible in full at the
option of the Company at any time prior to May 12, 1997
provided that, as a condition to such conversion, the Company
shall pay to holders one full year's worth of dividends (less
the amount of any dividends theretofore paid). The Company
exercised this right effective May 7, 1997, and the then
outstanding shares of Series A Preferred were converted into
7,314,917 shares of Common Stock. Both the Series B Preferred
and the Series C Preferred are convertible into shares of
Common Stock at a price equal to the lower of (a) $5.8125 per
share or (b) 85% of the average closing bid price over the ten
trading-day period ending on the day prior to the submission
of any conversion notice. All shares of Series B Preferred
and Series C Preferred issued to date have been converted to
Common Stock. Holders thereof are also entitled to cumulative
dividends at the rate of 6% per annum until conversion. The
Company reserves the right to redeem any convertible shares of
Preferred Stock for their full cash equivalent by giving the
investors five days' notice.
Subject to the rights of creditors, holders of Series A
Preferred are entitled, in the event of any voluntary or
involuntary liquidation of the Company, to an amount in cash
equal to $1,000 for each share outstanding and for each share
issuable with respect to all accrued and unpaid dividends.
Holders of Series B Preferred and Series C Preferred have
similar liquidation rights as to an amount in cash equal to
$10,000 for each share outstanding and for each share issuable
with respect to all accrued and unpaid dividends. In the
event of such a liquidation, the Series A Preferred, Series B
Preferred and Series C Preferred would rank equally with each
other and on a parity with any other class or series of
Preferred Stock of the Company, and would rank senior and
prior to the Company's Common Stock.
Except as provided by law, holders of Series A Preferred,
Series B Preferred and Series C Preferred shall not be
entitled to vote upon any matter submitted to a vote of the
Company's stockholders.
As of the date of this Prospectus, the Company has no
current plans for the issuance of any additional shares of
Preferred Stock. The Company's ability to issue additional
Preferred Stock is restricted by covenants in the Sun World
Indenture. However, any Preferred Stock that may be issued in
the future could rank prior to the Common Stock offered hereby
with respect to dividend rights and rights on liquidation.
The Board of Directors may, without stockholder approval,
issue Preferred Stock with voting and conversion rights that
could adversely affect the voting power of holders of the
Common Stock offered hereby or create impediments to persons
seeking to gain control of the Company, although there is no
present intention to do so. The issuance of such shares could
prevent holders of the Company's Common Stock from receiving a
premium for their shares from a potential third-party
acquiror. See "Risk Factors - Authorization of "Blank Check"
Preferred Stock."
WARRANTS
A total of 500,000 Warrants are offered for sale hereby
by an institutional lender to the Company. 75,000 Warrants
are exercisable until April 30, 2002 for the purchase of up to
75,000 Warrant Shares at an exercise price equal to $5.03 per
share, 75,000 Warrants are exercisable until April 30, 2003
for the purchase of up to 75,000 Warrant Shares at an exercise
price equal to $11.8125, 200,000 Warrants are exercisable
until November 25, 2004 for the purchase of up to 200,000
Warrant Shares at an exercise price equal to $7.00 per share,
112,500 Warrants are exercisable until April 13, 2005 for the
purchase of up to 112,500 Warrant Shares at an exercise price
equal to $7.00 per share, and up to 37,500 Warrants are
exercisable until May 11, 2005 for the purchase of up to
37,500 Warrant Shares at an exercise price equal to $7.00 per
share. The exercise price and the number and kind of
securities which can be purchased upon exercise of all of the
Warrants are subject to standard anti-dilution and other
adjustments to be made from time to time in the event of any
(i) dividend or distribution in shares of Common Stock, (ii)
subdivision, reclassification or combination of Common Stock,
(iii) issuance to all holders of Common Stock of rights or
warrants entitling them to purchase shares of Common Stock at
a price less than the current market price of the Common
Stock, (iv) issuance to all holders of Common Stock of
evidences of the Company's indebtedness or assets (excluding
cash dividends or distributions) or rights or warrants
(excluding those referred to in (iii) above), or (v) issuance
of shares of Common Stock, or securities convertible into or
exchangeable for shares of Common Stock, at a price less than
the current market price of the Common Stock.
TRANSFER AGENT
The transfer agent for the Company's Common Stock is
Continental Stock Transfer & Trust Company, New York, New
York.
LEGAL MATTERS
Certain legal matters in connection with the issuance of
the securities offered hereby will be passed upon for the
Company by Miller & Holguin, attorneys at law, Los Angeles,
California.
EXPERTS
The consolidated financial statements of the Company
contained in the Annual Report on Form 10-K of the Company for
the year ended December 31, 1997 and incorporated in this
Prospectus by reference, have been so included in reliance on
the reports of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in accounting
and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Company estimates that expenses in connection with
the distribution described in this Registration Statement will
be as shown below. All expenses incurred with respect to the
distribution will be paid by the Company. See "Plan of
Distribution."
SEC registration fee..........................$ 22,667.58
Printing expenses............................. 4,000.00
Accounting fees and expenses.................. 5,000.00
Legal fees and expenses....................... 7,000.00
Miscellaneous................................. 5,000.00
----------
Total $ 43,667.58
============
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
permits the Company's Board of Directors to indemnify any
person against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding in which such
person is made a party by reason of his being or having been a
director, officer, employee or agent of the Company, in terms
sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement
for expenses incurred) arising under the Securities Act of
1933, as amended (the "Act"). The statute provides that
indemnification pursuant to its provisions is not exclusive of
other rights of indemnification to which a person may be
entitled under any bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.
The Company's Bylaws provide for mandatory
indemnification of directors and officers of the Company, and
those serving at the request of the Company as directors,
officers, employees, or agents of other entities
(collectively, "Agents"), to the maximum extent permitted by
law. The Bylaws provide that such indemnification shall be a
contract right between each Agent and the Company.
In 1990, the Company entered into an Indemnity Agreement
with each of the individuals then serving as an executive
officer or director of the Company, including Keith Brackpool,
the current Chief Executive Officer of the Company. The
Indemnity Agreement as to Mr. Brackpool remains in effect; all
of the other executive officers and directors who executed an
Indemnity Agreement with the Company have since resigned from
their positions with the Company. The Indemnity Agreement
provides for the indemnification of the indemnified party with
respect to his activities as a director or officer of the
Company or an affiliate of the Company against expenses and
liabilities, of whatever nature, incurred in connection with
any claim made against him by reason of facts which include
his affiliation with the Company. Such indemnification is
provided to the maximum extent permitted by the Company's
charter documents, insurance policies and/or any applicable
law.
The Subscription Agreements between the Company and the
purchasers (the "Purchasers") of certain of the securities
registered for resale hereunder provide that the Company shall
indemnify the Purchasers under certain circumstances and the
Purchasers shall indemnify the Company and controlling persons
of the Company under certain circumstances, including
indemnification for liabilities arising under the Act. The
Warrants registered hereunder also include similar
indemnification provisions.
The Company's Certificate of Incorporation provides that
a director of the Company shall not be personally liable to
the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.
The Company also has purchased a liability insurance policy
which insures its directors and officers against certain
liabilities, including liabilities under the Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS
The following exhibits are filed or incorporated by reference
as part of this Registration Statement.
4.1 Specimen Form of Stock Certificate for the
Company's registered stock(1)
4.2 Certificate of Designations of 6% Convertible
Series A Preferred Stock(2)
4.3 Certificate of Designations of 6% Convertible
Series B Preferred Stock(3)
4.4 Certificate of Designations of 6% Convertible
Series C Preferred Stock(2)
4.5 Indenture dated as of April 16, 1997 among Sun
World as issuer, the Company and certain
subsidiaries of Sun World as guarantors, and IBJ
Schroder Bank & Trust Company as Trustee, for the
benefit of holders of 11-1/4% First Mortgage Notes
due 2004(4)
4.6 Warrant to purchase 75,000 shares of Common
Stock of the Company in favor of ING Baring (U.S.)
Capital Corporation dated as of March 31, 1997.
4.7 Warrant to purchase 75,000 shares of Common
Stock of the Company in favor of ING Baring (U.S.)
Capital Corporation dated as of March 31, 1997.
4.8 Warrant to purchase 200,000 shares of Common
Stock of the Company in favor of ING Baring (U.S.)
Capital Corporation dated as of November 25, 1997.
4.9 Warrant to purchase 150,000 shares of Common
Stock of the Company in favor of ING Baring (U.S.)
Capital Corporation dated as of November 25, 1997.
5.1 Opinion of Miller & Holguin as to certain
corporate law matters
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Miller & Holguin (included in
Exhibit 5.1)
27.1 Financial Data Schedule(5)(6)
- ------------------------------------
(1) Previously filed as Exhibit to the Company's Report on
Form 8-K dated May 6, 1992
(2) Previously filed as Exhibit to the Company's Report on
Form 8-K dated September 13, 1996
(3) Previously filed as Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31,
1996
(4) Previously filed as Exhibit to Amendment No. 1 to the
Company's Form S-1 Registration Statement No. 333-19109
(5) Previously filed as Exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997
(6) Previously filed as Exhibit to the Company's Report on
Form 10-Q for the quarter ended March 31, 1997
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Monica, State of California,
on May 18, 1998.
CADIZ LAND COMPANY, INC.
By: /s/ Keith Brackpool
------------------------------
Keith Brackpool
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ Dwight W. Makins Chairman of the Board May 18, 1998
- -------------------------- and Director
/s/ Keith Brackpool Chief Executive Officer May 18, 1998
- ------------------------- and Director
Keith Brackpool (Principal Executive Officer)
/s/ Russ Hammond Director May 18, 1998
- -------------------------
Russ Hammond
/s/ Murray Hutchison Director May 18, 1998
- -------------------------
Murray Hutchison
/s/ Mitt Parker Director May 18, 1998
- -------------------------
Mitt Parker
/s/ Stanley E. Speer Chief Financial Officer May 18, 1998
- ------------------------- and Secretary
Stanley E. Speer (Principal Financial
and Accounting Officer)
EXHIBITS INDEX
- ---------- -------------------------- -----------
4.1 Specimen Form of Stock Certificate for the
Company's registered stock(1) *
4.2 Certificate of Designations of 6% Convertible
Series A Preferred Stock(2) *
4.3 Certificate of Designations of 6% Convertible
Series B Preferred Stock(3) *
4.4 Certificate of Designations of 6% Convertible
Series C Preferred Stock(2) *
4.5 Indenture dated as of April 16, 1997 among Sun
World as issuer, the Company and certain
subsidiaries of Sun World as guarantors, and
IBJ Schroder Bank & Trust Company as Trustee,
for the benefit of holders of 11-1/4% First
Mortgage Notes due 2004( 4) *
4.6 Warrant to purchase 75,000 shares of Common
Stock of the Company in favor of ING Baring (U.S.)
Capital Corporation dated as of March 31, 1997 __
4.7 Warrant to purchase 75,000 shares of Common
Stock of the Company in favor of ING Baring
(U.S.) Capital Corporation dated as of
March 31, 1997 __
4.8 Warrant to purchase 200,000 shares of Common
Stock of the Company in favor of ING Baring
(U.S.) Capital Corporation dated as of
November 25, 1997 __
4.9 Warrant to purchase 150,000 shares of Common
Stock of the Company in favor of ING Baring
(U.S.) Capital Corporation dated as of
November 25, 1997 __
5.1 Opinion of Miller & Holguin as to certain
corporate law matters __
23.1 Consent of Price Waterhouse LLP __
23.2 Consent of Miller & Holguin (included in
Exhibit 5.1) __
27.1 Financial Data Schedule(5)(6) *
- -----------------------------------------
* Incorporated by reference
(1) Previously filed as Exhibit to the Company's Report on
Form 8-K dated May 6, 1992
(2) Previously filed as Exhibit to the Company's Report on
Form 8-K dated September 13, 1996
(3) Previously filed as Exhibit to the Company's Annual
Report on Form 10-K for the fiscal year ended March 31,
1996
(4) Previously filed as Exhibit to Amendment No. 1 to the
Company's Form S-1 Registration Statement No. 333-19109
(5) Previously filed as Exhibit to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997
(6) Previously filed as Exhibit to the Company's Report on
Form 10-Q for the quarter ended March 31, 1997