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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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Amendment No. 2
[x] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31,
2000
or
[_] AMENDMENT TO TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. For the transition period from
___________ to ___________
Commission file number: 1-10153
HOMEFED CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 33-0304982
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1903 Wright Place
Suite 220
Carlsbad, California 92008
(760) 918-8200
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(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
Based on the last reported closing sale price of the Registrant's Common Stock
as published by the OTC Bulletin Board Service as of April 16, 2001, the
aggregate market value of the Registrant's Common Stock held by non-affiliates
was approximately $32,621,826 on that date.
As of April 16, 2001, there were 56,807,826 outstanding shares of the
Registrant's Common Stock, par value $.01 per share.
DOCUMENTS INCORPORATED BY REFERENCE:
None
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EXPLANATORY NOTE
This Report on Form 10-K/A adds the following items of Part III to the
Annual Report on Form 10-K of HomeFed Corporation (the "Company") for the fiscal
year ended December 31, 2000.
PART III
Item 11. Executive Compensation.
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Summary Compensation Table
Set forth below is certain information with respect to the cash
compensation paid by the Company for services in all capacities to the Company
and its subsidiaries during the years ended 2000, 1999 and 1998 to (i) the
Company's President and chief executive officer, Paul J. Borden, and (ii) the
other executive officers of the Company whose total annual salary and bonus
exceeded $100,000 during these periods.
Long-Term
Annual Compensation Compensation
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Restricted Options
Name and Principal Stock (# of
Position Year Salary Bonus Awards (3) shares)
- ------------------ ---- ------ ----- ---------- -------
Paul J. Borden, 2000 $37,151 (1) $344,027 $7,500 51,000
President 1999 -- (1) -- -- --
1998 -- (1) -- -- --
Curt R. Noland, 2000 $105,024 $103,150 $18,750 25,000
Vice President 1999 100,000 103,000 -- --
1998 23,846 53,000 -- --
Erin N. Ruhe, 2000 $65,016 $61,950 $18,750 25,000
Vice President and 1999 60,000 51,800 -- --
Controller 1998 -- -- -- --
R. Randy Goodson, 2000 $131,558 (2) $4,050 $12,188 666,250
Vice President 1999 -- -- -- --
1998 -- -- -- --
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(1) From January 1, 1998 through October 22, 2000, Mr. Borden was a Vice
President of Leucadia and received compensation only from Leucadia.
Pursuant to the Administrative Services Agreement between Leucadia
Financial Corporation, a subsidiary of Leucadia ("Leucadia Financial"),
and the Company, $200,000, $240,000 and $80,000 of the fees paid by the
Company to Leucadia for services rendered in 2000, 1999 and 1998,
respectively are attributable to Mr. Borden's services. These amounts
are not reflected in the foregoing table. See "Certain Relationships
and Related Transactions" for a description of the administrative
services agreement. Included for 2000 are $12,000 in directors fees Mr.
Borden received from the Company.
(2) Represents salary paid by the Company from April 1, 2000, the date Mr.
Goodson became an employee of the Company. This amount does not include
amounts paid by the Company to a consulting firm, of which Mr. Goodson
was a principal, that provided consulting services to the Company prior
to Mr. Goodson's employment with the Company.
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(3) Represents restricted stock, at fair market value of $.75 per share as
of the date granted under the Company's 1999 Stock Incentive Plan.
Option Grants in 2000
The following table shows all grants of options to the named executive
officers of the Company in 2000.
Potential Realizable Value
At Assumed Annual Rates of
Stock Price Appreciation
Individual Grants for Option Term (4)
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Securities % of Total
Underlying Options
Options Granted to Exercise
Granted Employees in Price Expiration
Name (# of shares) 2000 ($/share) Date 0%($) 5%($) 10%($)
- ---- ------------- ---- --------- ---- ----- ----- ------
Paul J. Borden 50,000 (1) 4.3% $.75 3/7/06 -- $12,800 $28,900
1,000 (2) * .70 7/12/05 -- 200 400
Curt R. Noland 25,000 (1) 2.2 .75 3/7/06 -- 6,400 14,500
Erin N. Ruhe 25,000 (1) 2.2 .75 3/7/06 -- 6,400 14,500
R. Randy Goodson 16,250 (1) 1.4 .75 3/7/06 -- 4,100 9,400
650,000 (3) 56.2 .61 4/27/06 (3) -- 134,900 305,900
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* Less than .1%.
(1) The options were granted pursuant to the Company's 1999 Stock Incentive Plan
at an exercise price equal to the fair market value of the shares of Common
Stock on the date of grant. Options became exercisable at the rate of 20%
per year commencing one year after the date of grant. The grant date of the
options is March 8, 2000.
(2) The options were granted pursuant to the Company's 1999 Stock Incentive Plan
to all Directors of the Company at an exercise price equal to the fair
market value of the shares of Common Stock on the date of grant. The grant
date of the options is July 12, 2000. These options become exercisable at
the rate of 25% per year commencing one year after the date of grant.
(3) The options were granted, subject to stockholder approval, on April 27, 2000
pursuant to the Company's 2000 Stock Incentive Plan at an exercise price
equal to the fair market value of the share of Common Stock on the date of
grant. These options vest over a four year period beginning on July 12, 2000
(the date of stockholder approval ). These options expire on April 27, 2006
pursuant to their terms if certain performance goals to be determined by the
Board of Directors have not been met within three years from the date of
grant. If the performance criteria have not been satisfied with respect to
all options prior to that date, any unexercised options with respect to
which the performance criteria have not been met will terminate and any
shares of Common Stock issued pursuant to options with respect to which the
performance criteria have not been met will be forfeited.
(4) The potential realizable values represent future opportunity and have not
been reduced to reflect the time value of money. The amounts shown under
these columns are the result of calculations at the 0% and at the 5% and 10%
rates required by the Securities and Exchange Commission, and are not
intended to forecast future appreciation of the shares of Common Stock and
are not necessarily indicative of the values that may be realized by the
named executive officers.
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Aggregate Option Exercises in 2000 and
Option Values at Year End 2000
The following table provides information as to options exercised by
each of the named executives in 2000 and the value of options held by such
executives at year end measured in terms of the last reported sale price for the
Common Shares on December 29, the last day of trading for the fiscal year ended
December 31, 2000, $.85.
Value of
Unexercised
Number of Unexercised In-the-Money
Options at Options at
December 31, 2000 December 31, 2000
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Number of shares
Underlying Options Exercisable/ Exercisable/
Name Exercised Value Realized Unexercisable Unexercisable
- ---- --------- -------------- ------------- -------------
Paul J. Borden -- -- 0/51,000 $0/$5,100
Curt R. Noland -- -- 0/25,000 $0/$2,500
Erin N. Ruhe -- -- 0/25,000 $0/$2,500
R. Randy Goodson -- -- 0/666,250 $0/$157,625
Compensation of Directors
In 2000, each Director of the Company received a retainer of $12,000
for serving on the Board of Directors. In addition, under the terms of the
Company's 1999 Stock Incentive Plan, each Director is automatically granted
non-qualified options to purchase 1,000 shares on the date on which the annual
meeting of stockholders of the Company is held each year. The purchase price of
the shares covered by such non-qualified options is the fair market value of
such shares on the date of grant.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
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Set forth below is certain information as of June 18, 2001 with respect
to the beneficial ownership determined in accordance with Rule 13d-3 under the
Securities Exchange act of 1934, as amended, of Common Stock by (i) each person
who, to the knowledge of the Company, is the beneficial owner of more than 5% of
the outstanding Common Stock (the Company's only class of voting securities),
(ii) each Director, (iii) the current executive officers named in the Summary
Compensation Table under "Executive Compensation," (iv) the Steinberg Children
Trusts and private charitable foundations established by Mr. Cumming and Mr.
Steinberg and (v) all executive officers and Directors of the Company as a
group.
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Number of Shares
Name and Address and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
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Patrick D. Bienvenue.................... 10,250 (a) *
Paul J. Borden.......................... 26,033 (b) *
Timothy M. Considine.................... 15,109 (c) *
Ian M. Cumming.......................... 7,847,859 (d)(e) 13.8%
R. Randy Goodson........................ 134,500 (f) .2%
Michael A. Lobatz....................... 10,250 (a) *
Curt R. Noland.......................... 30,000 (g) *
Erin N. Ruhe............................ 30,000 (g) *
Joseph S. Steinberg..................... 7,197,630 (e)(h) 12.7%
The Steinberg Children Trusts........... 893,258 (i) 1.6%
Cumming Foundation...................... 73,297 (j) .1%
The Joseph S. and Diane H. Steinberg
1992 Charitable Trust.............. 23,815 (k) *
All Directors and executive officers
as a group (11 persons).............. 15,540,975 (l) 27.3%
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* Less than .1%.
(a) Includes 250 shares that may be acquired upon the exercise of stock
options.
(b) Includes 10,250 shares that may be acquired upon the exercise of stock
options.
(c) Includes (i) 4,859 shares held by the Considine and Considine
Retirement Plan and (ii) 250 shares that may be acquired upon the
exercise of stock options. Mr. Considine is the Managing Partner of
Considine and Considine, an accounting firm in San Diego, California.
(d) Includes (i) 211,319 shares of Common Stock (.4%) beneficially owned by
Mr. Cumming's wife (directly and through trusts for the benefit of Mr.
Cumming's children of which Mr. Cumming's wife is trustee) as to which
Mr. Cumming may be deemed to be the beneficial owner and (ii) 250
shares that may be acquired upon the exercise of stock options.
(e) Messrs. Cumming and Steinberg have an oral agreement pursuant to which
they will consult with each other as to the election of a mutually
acceptable Board of Directors of the Company. The business address for
Messrs. Cumming and Steinberg is c/o Leucadia National Corporation, 315
Park Avenue South, New York, New York 10010.
(f) Includes 3,250 shares that may be acquired upon the exercise of stock
options. Does not include stock options as to which performance
criteria have not been met.
(g) Includes 5,000 shares that may be acquired upon the exercise of stock
options.
(h) Includes (i) 34,861 shares of Common Stock (less than .1%) beneficially
owned by Mr. Steinberg's wife as to which Mr. Steinberg may be deemed
to be the beneficial owner and (ii) 250 shares that may be acquired
upon the exercise of stock options.
(i) Mr. Steinberg disclaims beneficial ownership of the Common Stock held
by the Steinberg Children Trusts.
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(j) Mr. Cumming is a trustee and President of the foundation and disclaims
beneficial ownership of the Common Stock held by the foundation.
(k) Mr. Steinberg and his wife are trustees of the trust. Mr. Steinberg
disclaims beneficial ownership of the Common Stock held by the trust.
(l) Includes 28,500 shares that may be acquired by directors and executive
officers, as a group, upon the exercise of stock options. Does not
include stock options as to which performance criteria have not been
met.
Item 13. Certain Relationships And Related Transactions.
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In 1999, Leucadia completed the distribution of the Company Common
Stock to shareholders of Leucadia. As a result, Joseph S. Steinberg, Chairman of
the Board of the Company, and Ian M. Cumming, a director of the Company,
together with their respective family members (excluding trusts for the benefit
of Mr. Steinberg's children) beneficially own approximately 12.7% and 13.8%
respectively, of the outstanding Common Stock. Mr. Steinberg is also President
and a director of Leucadia and Mr. Cumming is Chairman of the Board of Leucadia.
At June 18, 2001, Mr. Steinberg and Mr. Cumming beneficially owned (together
with their respective family members but excluding trusts for the benefit of Mr.
Steinberg's children) approximately 16.7% and 18.2%, respectively, of Leucadia's
outstanding common shares. See "Present Beneficial Ownership of Common Stock"
for information concerning the securities ownership of Messrs. Steinberg and
Cumming and their respective families.
Set forth below is information concerning agreements or relationships
between the Company and Leucadia and its subsidiaries.
San Elijo Hills Development Agreement
In August 1998, upon approval of the Board of Directors, with all
Leucadia-affiliated members of the Board not voting, the Company entered into a
development management agreement with an indirect subsidiary of Leucadia to
become development manager of San Elijo Hills, which will be a master planned
community in San Diego County, California, of approximately 3,400 homes and
apartments as well as commercial properties. As development manager, the Company
is responsible for the overall management of the project, including, among other
things, preserving existing entitlements and obtaining any additional
entitlements required for the project, arranging financing for the project,
coordinating marketing and sales activity, and acting as the construction
manager. The development management agreement provides that the Company will
receive certain fees in connection with the project. These fees consist of
marketing, field overhead and management service fees, which are based on a
fixed percentage of gross revenues of the project, less certain expenses
allocated to the project, and are expected to cover the Company's cost of
providing these services. The Company also receives co-op marketing and
advertising fees, which are paid at the time builders sell homes, are generally
based upon a fixed percentage of the homes' selling price and are recorded as
revenue when the home is sold. The development agreement also provides for a
success fee to the Company out of the net cash flow, if any, from the project,
as determined in accordance with the development agreement, subject to a maximum
success fee. However, it is not anticipated that any success fee, if earned,
will be paid prior to the project generating sufficient cash from operations to
satisfy the project's future cash needs and to repay in full all borrowings from
Leucadia related to the project. From January 1, 2000 through March 31, 2001,
the Company received approximately $3,600,000 in fees under the development
management agreement.
Loan Agreements
The Company's chapter 11 plan of reorganization was funded principally
by the issuance of a $20,000,000 convertible note to Leucadia Financial. As of
August 14, 1998, in connection with the development agreement, the Company and
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Leucadia Financial entered into an Amended and Restated Loan Agreement, pursuant
to which the original convertible note and the related loan agreement were
restructured. The restructured note, dated August 14, 1998, has a principal
amount of approximately $26,462,000 including the principal amount of the
original note and additions to principal resulting from accrued and unpaid
interest, as allowed under the terms of the original note. The restructured note
extended the maturity date from July 3, 2003 to December 31, 2004, reduced the
interest rate from 12% to 6% and eliminated the convertibility feature of the
original note. Interest only on the restructured note is paid quarterly and all
unpaid principal is due on the date of maturity. From January 1, 2000 through
March 31, 2001, the Company paid to Leucadia approximately $2,000,000 in
interest.
In March 2001, the Company entered into a $3,000,000 line of credit
agreement with Leucadia Financial. Under the line of credit, the Company has
agreed to pay a commitment fee of .375% per year, payable quarterly, on the
unused balance of the line of credit. The line of credit matures in one year
unless renewed. Loans outstanding under this line of credit bear interest at 10%
per year. As of June 18, 2001, $500,000 was outstanding under this facility.
Otay Land Company, LLC
In October 1998, the Company and Leucadia formed Otay Land Company, LLC
("Otay Land Company"). Through March, 2001, the Company invested $11,590,000 as
capital and Leucadia invested $10,000,000 as a preferred capital interest. The
Company is the development manager of this project. In 1998, Otay Land Company
purchased approximately 4,800 acres of land that is part of a 22,900-acre
project located south of San Diego, California, known as Otay Ranch, for
approximately $19,500,000. Net income, if any, from this investment first will
be paid to Leucadia until it has received an annual cumulative preferred return
of 12% on, and repayment of, its preferred investment. Any remaining funds are
to be paid to the Company. No amounts have been paid to Leucadia under this
agreement.
Administrative Services Agreement
Since emerging from bankruptcy in 1995, administrative services and
managerial support have been provided to the Company by Leucadia Financial.
Under the current administrative services agreement, which extends through
December 31, 2001, Leucadia Financial provides the services of Ms. Corinne A.
Maki, the Company's Treasurer and Secretary, in addition to various
administrative functions for a monthly fee. During January and February 2001
this monthly fee was $11,000. Commencing March 2001 the monthly fee was reduced
to, and currently is, $8,500. Ms. Maki is an officer of Leucadia Financial.
Prior to November 2000, Leucadia also provided the services of Paul J. Borden,
President of the Company, under the administrative services agreement. Prior to
November 2000, Mr. Borden also was a Vice President of Leucadia. From January 1,
2000 through March 31, 2001, the Company paid Leucadia Financial approximately
$300,000 for the provision of administrative services.
Office Space
The Company rents office space and furnishings from a subsidiary of
Leucadia for a monthly amount equal to its share of the Leucadia subsidiary's
cost for the space and furnishings. The agreement pursuant to which the space
and furnishings are provided extends through February 28, 2005 (coterminous with
Leucadia's occupancy of the space) and provides for a monthly rental of $19,000
effective March 1, 2001. From January 1, 2000 through March 31, 2001, the
Company paid approximately $300,000 to the Leucadia subsidiary.
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Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
HOMEFED CORPORATION
Registrant
By: /s/ Erin N. Ruhe
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Erin N. Ruhe
Vice President and Controller
Dated: June 19, 2001
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