SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.__)
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14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
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. . . . . . . . . . .HOMEFED CORPORATION . . . . . . . . . . .
(Name of Registrant as Specified In Its Charter)
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HOMEFED CORPORATION
529 East South Temple
Salt Lake City, Utah 84102
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 1997
April 8, 1997
To Our Common Stockholders:
You are cordially invited to attend the Annual Meeting of
Stockholders (the "Meeting") of HomeFed Corporation, a Delaware Corporation
(the "Company"), to be held on Wednesday, May 14, 1997, at 10:00 a.m.,
local time, at the offices of Van Cott, Bagley, Cornwall & McCarthy, 50
South Main Street, Suite 1600, Salt Lake City, Utah for the following
purposes:
1. To elect three directors.
2. To ratify the selection of Coopers & Lybrand L.L.P. as
independent auditors to audit the Consolidated Financial Statements of the
Company and its subsidiaries for the year ended December 31, 1997.
3. To transact such other business as may properly come
before the Meeting or any adjournments of the Meeting.
Only holders of record of the Company's common stock, par value
$.01 per share, at the close of business on March 31, 1997 will be entitled
to notice of and to vote at the Meeting. Please sign, date and mail the
enclosed proxy so that your shares may be represented at the Meeting if you
are unable to attend and vote in person.
By order of the Board of Directors.
RUTH KLINDTWORTH
Secretary
HOMEFED CORPORATION
529 East South Temple
Salt Lake City, Utah 84102
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 14, 1997
INTRODUCTION
This Proxy Statement is being furnished to the Stockholders
(the "Stockholders") of HomeFed Corporation, a Delaware corporation (the
"Company"), in connection with the solicitation of proxies by the Board of
Directors for use at the Annual Meeting of Stockholders of the Company (the
"Meeting") to be held on May 14, 1997 and at any adjournments thereof.
At the Meeting, Stockholders will be asked:
(1) To elect three directors.
(2) To ratify the selection of Coopers & Lybrand L.L.P. as
independent auditors to audit the Consolidated Financial Statements of the
Company for the year ended December 31, 1997.
(3) To transact such other business as may properly come
before the Meeting or any adjournments of the Meeting.
The Board of Directors has fixed the close of business on March
31, 1997 as the record date for the determination of the holders of common
stock, par value $.01 per share (the "Common Shares") entitled to notice of
and to vote at the Meeting. Each such Stockholder will be entitled to one
vote for each Common Share held on all matters to come before the Meeting
and may vote in person or by proxy authorized in writing. At the close of
business on March 31, 1997, there were 10,000,000 Common Shares entitled to
vote, including Common Shares that may be issued to holders that had not
exchanged their certificates evidencing shares of the Company's old common
stock as of such date.
This Proxy Statement and the accompanying form of proxy are
first being sent to holders of the Common Shares on or about April 8, 1997.
THE MEETING
Date, Time and Place
The Meeting will be held on May 14, 1997, at 10:00 a.m., local
time, at the offices of Van Cott, Bagley, Cornwall & McCarthy, 50 South
Main Street, Suite 1600, Salt Lake City, Utah.
Matters to be Considered
At the Meeting, Stockholders will be asked to consider and vote
to elect three directors and to ratify the selection of independent
auditors. See "ELECTION OF DIRECTORS" and "RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS". The Board of Directors knows of no matters that are
to be brought before the Meeting other than as set forth in the Notice of
Meeting. If any other matters properly come before the Meeting, the
persons named in the enclosed form of proxy or their substitutes will vote
in accordance with their best judgment on such matters.
Record Date; Shares Outstanding and Entitled to Vote
Stockholders as of the Record Date (i.e., the close of business
on March 31, 1997) are entitled to notice of and to vote at the Meeting.
As of the Record Date, there were 10,000,000 Common Shares outstanding and
entitled to vote, including Common Shares that may be issued to holders
that had not exchanged their certificates evidencing shares of the
Company's old common stock as of the Record Date. Each Common Share is
entitled to one vote.
Required Votes
Election of Directors. Under Delaware law, the affirmative
vote of the holders of a plurality of the Common Shares voted at the
Meeting is required to elect each director. Consequently, only shares that
are voted in favor of a particular nominee will be counted toward such
nominee's achievement of a plurality. Shares present at the Meeting that
are not voted for a particular nominee or shares present by proxy where the
Stockholder properly withheld authority to vote for such nominee (including
broker non-votes) will not be counted toward such nominee's achievement of
a plurality.
Ratification of Selection of Independent Auditors. The
ratification of the selection of Coopers & Lybrand L.L.P. as independent
auditors is being submitted to Stockholders because the Board of Directors
believes that such action follows sound corporate practice and is in the
best interests of the Stockholders. If the Stockholders do not ratify the
selection by the affirmative vote of the holders of a majority of the
Common Shares voted at the Meeting, the selection of independent auditors
will be reconsidered by the Board. If the Stockholders ratify the
selection, the Board, in its discretion, may still direct the appointment
of new independent auditors at any time during the year if the Board
believes that such a change would be in the interests of the Company and
its Stockholders. Abstentions and broker non-votes are not counted in
determining the votes cast in connection with the ratification of auditors,
but do have the effect of reducing the number of affirmative votes required
to achieve a majority for such matter by reducing the total number of
shares from which the majority is calculated.
Principal Stockholder. The Company has been advised by its
principal stockholder, Leucadia Financial Corporation ("LFC"), that LFC
intends to vote the 4,117,986 Common Shares which it owns, representing
approximately 41.2% of the Company's outstanding Common Shares, "for" the
election of the three persons nominated by the Board of Directors to serve
as directors, and "for" the ratification of the selection of Coopers &
2
Lybrand L.L.P. as the Company's independent auditors to audit the accounts
of the Company and its subsidiaries for 1997.
Voting and Revocation of Proxies
Stockholders are requested to complete, date, sign and promptly
return the accompanying form of proxy in the enclosed envelope. Common
Shares represented by properly executed proxies received by the Company and
not revoked will be voted at the Meeting in accordance with the
instructions contained therein. If instructions are not given, proxies
will be voted for election of each nominee for director named herein and
for ratification of selection of independent auditors.
Any proxy signed and returned by a Stockholder may be revoked
at any time before it is voted by filing with the Secretary of the Company,
at the address of the Company set forth herein, written notice of such
revocation or a duly executed proxy bearing a later date or by attending
the Meeting and voting in person. Attendance at the Meeting will not in
and of itself constitute revocation of a proxy.
Proxy Solicitation
The Company will bear the costs of solicitation of proxies for
the Meeting. In addition to solicitation by mail, directors, officers and
regular employees of the Company may solicit proxies from Stockholders by
telephone, telegram, personal interview or otherwise. Such directors,
officers and employees will not receive additional compensation but may be
reimbursed for out-of-pocket expenses in connection with such solicitation.
Brokers, nominees, fiduciaries and other custodians have been requested to
forward soliciting material to the beneficial owners of Common Shares held
of record by them, and such custodians will be reimbursed for their
reasonable expenses.
Independent Auditors
The Company has been advised that representatives of Coopers &
Lybrand L.L.P., the Company's independent auditors for 1996, will attend
the Meeting, will have an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions.
ELECTION OF DIRECTORS
At the Meeting, three directors are to be elected to serve
until the next Meeting or until their successors are elected and qualified.
The persons named in the enclosed form of proxy have advised that, unless
contrary instructions are received, they intend to vote for the three
nominees named by the Board of Directors and listed on the following table.
The Board of Directors does not expect that any of the nominees will be
unavailable for election as a director. However, if by reason of an
unexpected occurrence one or more of the nominees is not available for
election, the persons named in the form of proxy have advised that they
will vote for such substitute nominees as the Board of Directors of the
Company may propose. The following information is as of March 31, 1997.
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Age, period served as director, other
Name and present position, if any, business experence during the last five
with the Company years and family relationships, if any
- --------------------------------------------------------------------------------
Timothy Considine, Mr. Considine, 56, has served as a
Chairman of the Board director and Chairman of the Board of the
Company since January 1992. Mr. Considine
has been Managing Partner of Considine and
Considine, an accounting firm in San
Diego, California, since 1966.
Michael A. Lobatz Mr. Lobatz, 47, has served as a director
of the Company since February 1995. Mr.
Lobatz has been a director of Diagnostic
Imaging Corp. since 1994. He has been a
practicing physician in San Diego,
California since 1981.
Patricia A. Wood Ms. Wood, 32, has served as a director of
the Company since February 1995. Ms. Wood
has also served as President of the
Company since February 1995 and as
President of the Company's subsidiaries,
HomeFed Communities, Inc. and HomeFed
Resources Corporation, since August 1994.
Ms. Wood also served as Executive Vice
President of the Company from April 1993
to July 1994 and as Chief Financial
Officer from October 1992 to April 1993.
From September 1989 to October 1992, Ms.
Wood was the Assistant Controller for
Douglas Allred Co., a real estate
development company. Ms. Wood is also
President of LFC. See "Certain
Relationships and Related Transactions".
The Board of Directors recommends a vote FOR the above named nominees.
INFORMATION CONCERNING
THE BOARD OF DIRECTORS
Meetings and Committees
During 1996, the Board of Directors held four meetings. The
Board of Directors has no committees. All directors attended all of the
meetings in 1996.
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PRESENT BENEFICIAL OWNERSHIP OF COMMON SHARES
Set forth below is certain information as of March 31, 1997
with respect to the beneficial ownership of Common Shares by (i) each
person who, to the knowledge of the Company, is the beneficial owner of
more than 5% of the outstanding Common Shares (the Company's only class of
voting securities), (ii) each director and nominee for director, (iii)
executive officers and (iv) all directors and executive officers as a
group.
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership (1) Class
- ------------------- ------------------------ ----------
Leucadia Financial Corporation (2) 4,117,986 41.18%
529 East South Temple
Salt Lake City, Utah 84102
Timothy Considine (3) 4,859 .05%
Michael A. Lobatz --- ---
Patricia A. Wood --- ---
Corinne A. Maki --- ---
Ruth Klindtworth --- ---
All directors and
executive officers as a
group (5 persons) 4,859 .05%
______________________
(1) Except as otherwise noted, each of the beneficial owners listed in the
above table has, to the knowledge of the Company, sole voting and
investment power with respect to the indicated Common Shares.
(2) All of the issued and outstanding shares of common stock of LFC are owned
by American Investment Company, a wholly-owned subsidiary of Leucadia
National Corporation. In addition to the Common Shares set forth above,
LFC is the holder of a convertible note which, subject to certain
conditions, may be exchanged for up to a maximum of 54,400,000 Common
Shares on or after July 6, 1998.
(3) Includes 4,859 shares held by the Considine and Considine Retirement
Plan. Mr. Considine is the Managing Partner of Considine and Considine,
an accounting firm in San Diego, California.
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EXECUTIVE COMPENSATION
Set forth below is certain information with respect to the cash
compensation paid by the Company to its Chief Executive Officer for
services in all capacities to the Company and its subsidiaries during the
years ended 1996, 1995 and 1994. No other officer or employee of the
Company received a total annual salary and bonus in excess of $100,000
during these periods.
Summary Compensation Table
Annual Compensation
- --------------------------------------------------------------------------------
(a) (b ) (c) (d) (e) (i)
Other Annual All Other
Name and Compen- Compen-
Principal Position Year Salary Bonus sation sation
($) ($) ($) ($)
- --------------------------------------------------------------------------------
Patricia A. Wood, 1996 24,000 (1) 780(1) (1) (1)
President ----
1995 4,558 (1)(2) (1) (1) (1)
----
1994 86,378 10,000 N/A N/A
----
________________________
(1) The Company pays an annual fee to LFC for performing certain
administrative services for the Company. Ms. Wood is the President of LFC
and also receives compensation from LFC. See "Certain Relationships and
Related Transactions."
(2) Ms. Wood also received directors fees of $12,000 for 1995.
Report on Executive Compensation
The Board of Directors does not have a compensation committee and the
Board of Directors as a whole determines the compensation to be paid to the
executive officers of the Company. The Board of Directors considers a
number of factors in establishing compensation for executive officers,
including the amount of compensation such executive officers receive from
any company engaged by the Company to perform administrative services for
the Company. All of the executive officers of the Company are officers of
LFC, the principal stockholder of the Company, which performs administrative
services for the Company. Accordingly, the Board of Directors determined
that no compensation should be paid to such executive officers during 1996,
except for the amount of $24,780 which was paid to Ms. Wood. In addition,
because the Company recently emerged from bankruptcy, the Board of Directors
did not consider corporate performance in its determination of executive
compensation.
6
The foregoing report is submitted by Timothy Considine, Michael A.
Lobatz and Patricia A. Wood.
Corporate Performance
The following graph compares the performance (total return on
investment as measured by the change in the year-end stock price plus
reinvested dividends) of $100 invested in the Common Shares of the Company
with that of $100 invested in the S&P 500 Index and $100 invested in the S&P
Homebuilding Index for the period from July 27, 1995 to December 31, 1996.
Index data was furnished by Standard & Poor's Compustat Services, Inc. From
October 1992 to July 1995, the Company was in bankruptcy and no information
is available concerning the market price of the Common Shares during such
period. Accordingly, no performance comparison is presented for any period
prior to July 1995.
[GRAPHIC MATERIAL OMITTED: THE COMPANY'S SHAREHOLDER RETURN
PERFORMANCE GRAPH IS DESCRIBED IN TABULAR DATA FORM BELOW]
Value at Year End
Value at ------------------
7/27/95 1995 1996
------- -------- --------
The Company $100.00 $200.00 $100.00
Homebuilding 500 Index 100.00 119.32 108.81
S&P 500 Index 100.00 110.15 135.44
Compensation of Directors
During 1996, Mr. Considine received $12,000 for his services as a
director and Chairman of the Board. Mr. Lobatz received $12,000 for his
services as a director during 1996. Ms. Wood received compensation for her
services as President of the Company and did not receive any additional
compensation for her services as a director during 1996.
Certain Relationships and Related Transactions
Pursuant to an Administrative Services Agreement dated March 1, 1996
(the "Administrative Services Agreement"), LFC agreed to provide
administrative services to the Company for an annual fee of $141,000,
payable in monthly installments, through March 1, 1997. After March 1, 1997,
the Administrative Services Agreement provides that LFC and the Company will
negotiate in good faith to determine the compensation to be paid to LFC
under the Administrative Services Agreement for subsequent periods. The
Company and LFC have agreed that the fee to be paid to LFC for the period
from March 1, 1997 through March 1, 1998 will be $68,274. Although this fee
is lower than the fee paid in the prior period, the Company will now pay
certain expenses previously paid by LFC. The Administrative Services
Agreement will terminate on March 1, 1999; provided, however, that LFC may
7
terminate the Administrative Services Agreement prior to March 1, 1999, upon
30 days written notice, if the Company and LFC are unable to reach an
agreement regarding the compensation to be paid to LFC for any period.
Administrative fees paid to LFC for the year ended December 31, 1996 totaled
$143,000.
All of the officers of the Company are officers of LFC and receive
compensation from LFC or Leucadia National Corporation. The Company's
executive offices are located at 529 East South Temple in Salt Lake City,
Utah in an office building occupied and leased by LFC. LFC provides such
office space to the Company in connection with the administrative services
provided to the Company by LFC.
On July 3, 1995, the Company emerged from Chapter 11 Bankruptcy
protection pursuant to its court approved plan of reorganization (the
"Plan"). The Plan was principally funded by the issuance of a $20,000,000
convertible note (the "Convertible Note") to LFC and the sale to LFC of
2,700,000 newly issued $.01 par value Common Shares of the Company for
$810,000. LFC used internal funds for such loan and purchase. LFC is an
indirect wholly-owned subsidiary of Leucadia National Corporation, which is
a diversified financial services holding company principally engaged in
personal and commercial lines of property and casualty insurance, life and
health insurance, banking and lending and manufacturing. As a result of
shares received as a general unsecured creditor and shares purchased as
described above, LFC owns 4,117,986, or approximately 41.2% of the Company's
Common Shares, without giving effect to the Common Shares that LFC may
acquire in the future pursuant to the terms of the Convertible Note.
The Convertible Note bears interest at the rate of 12% per annum
payable quarterly; however, interest is only paid if the Company has
sufficient funds available, as determined pursuant to the provisions of the
loan agreement relating to the Convertible Note. Unpaid interest is added
to the principal balance each quarter. The Convertible Note matures on July
3, 2003, and no principal payments are due until September 1998. Commencing
July 6, 1998, the Convertible Note, including any accrued interest
previously added to the principal balance, may be exchanged for up to a
maximum of 54,400,000 Common Shares, at a conversion price of $.45 per
share. However, the conversion right is restricted if such conversion would
limit the Company's ability to utilize certain tax benefits. The
Convertible Note is collateralized by all of the Company's assets and has
been guarantied by each of the Company's subsidiaries. The guaranties of
the Company's subsidiaries are collateralized by all of the assets of such
subsidiaries.
LFC has agreed to provide up to an aggregate of $15,000,000 of
construction financing to certain of the Company's subsidiaries and their
affiliates for as long as the Convertible Note is outstanding. The
construction financing is collateralized by certain assets of the Company's
subsidiaries or their affiliates. The construction financing bears interest
based on the prime rate, and any unpaid interest is added to the principal
balance at the end of each month. Payments of principal and interest on the
loans are payable on demand, and if payments are not made upon demand, the
applicable interest rate is increased by 3% per annum. As of March 31,
1997, no amounts were outstanding under the construction financing.
8
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Company during its most recent fiscal year and Form
5 and amendments thereto furnished to the Company with respect to its most
recent fiscal year, and written representations furnished to the Company,
the Company believes that during the year ended December 31, 1996, all
persons subject to the reporting requirements of Section 16(a) of the
Exchange Act filed the required reports on a timely basis.
RATIFICATION OF SELECTION
OF INDEPENDENT AUDITORS
The Board of Directors recommends that the Stockholders ratify the
selection of Coopers & Lybrand L.L.P., certified public accountants, as
independent auditors to audit the accounts of the Company and its
subsidiaries for 1997. Coopers & Lybrand L.L.P. are currently independent
auditors for the Company. During 1995, the Board of Directors of the
Company approved the appointment of Coopers & Lybrand L.L.P. as the
Company's independent accountants. The firm of Deloitte & Touche LLP, which
had served as the Company's independent accountants since 1992, was
dismissed by the Company on October 13, 1995. On November 7, 1995, the
Company engaged Coopers & Lybrand L.L.P. as its independent accountants for
the year ended December 31, 1995. On May 15, 1996, the stockholders of the
Company ratified the selection of Coopers & Lybrand L.L.P. as independent
accountants for the year ended December 31, 1996.
The accountant's reports which Deloitte & Touche LLP issued with
respect to the Company's financial statements for the years ended December
31, 1994 and 1993 were modified as to the uncertainties regarding the
ultimate outcome of the Company's reorganization proceedings under Chapter
11 of the United States Bankruptcy Code and stated that the Company's
recurring losses and stockholders' deficit raised substantial doubt about
its ability to continue as a going concern. During the two most recent
fiscal years and the subsequent interim periods preceding the dismissal of
Deloitte & Touche LLP, the Company did not have any disagreements with
Deloitte & Touche LLP on any matter of accounting principle or practice,
financial statement disclosure or auditing scope or procedure.
As noted above, on November 7, 1995, Coopers & Lybrand L.L.P. was
engaged as the Company's independent accountants for the year ended December
31, 1995. No consultations occurred between the Company and Coopers &
Lybrand L.L.P. during the two fiscal years and the subsequent interim period
prior to Coopers & Lybrand L.L.P.'s appointment regarding the application of
accounting principles to a specific completed or contemplated transaction,
the type of audit opinion or other information considered by the Company in
reaching a decision as to an accounting, auditing or financial reporting
issue.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-K to Stockholders is
being furnished to Stockholders concurrently herewith. Exhibits to the
Annual Report on Form 10-K will be furnished to Stockholders upon payment of
photocopying charges.
9
PROPOSALS BY STOCKHOLDERS
Proposals that Stockholders wish to include in the Company's Proxy
Statement and form of proxy for presentation at the Company's 1998 Annual
Meeting of Stockholders must be received by the Company at 529 East South
Temple, Salt Lake City, Utah 84102, Attention Ruth Klindtworth, Secretary,
no later than December 8, 1997.
By Order of the Board of Directors
Ruth Klindtworth
Secretary
April 8, 1997
10
PROXY
HOMEFED CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Patricia A. Wood and Corinne A.
Maki, and each of them, as Proxies, with full power of substitution, and
hereby authorizes them to represent and vote, as designated below, all
shares of Common Stock of the Company held of record by the undersigned on
March 31, 1997 at the Annual Meeting of Stockholders to be held at the
offices of Van Cott, Bagley, Cornwall & McCarthy, 50 South Main Street,
Suite 1600, Salt Lake City, Utah on May 14, 1997 at 10:00 a.m. (local time),
or any adjournment thereof.
(Continued and to be marked, dated and signed on other side.)
FOR all nominees WITHHOLD authority Nominees: Timothy Considine
listed to the to vote for all Michael A. Lobatz
right (except as nominees listed to Patricia A. Wood
indicated to the the right
contrary below)
1. Proposal
to elect
three Common
Directors: ______ ______
INSTRUCTION: To withhold authority to vote for any individual
nominee, write such nominee's name in the space provided below.
__________________________________________________
FOR AGAINST ABSTAIN
2. Proposal to appoint Coopers & Lybrand L.L.P.
as the independent auditors for the Company
for the fiscal year ending December 31, 1997. ____ ____ ____
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
Please sign and date this Proxy where shown below and return it promptly.
No postage is required if this proxy is returned in the enclosed envelope
and mailed in the United States.
Signed: ____________________________ Signed: ___________________________
Date: _____________, 1997
Note: (Please sign above exactly as the shares are registered. When shares
are held by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name
by authorized person.)