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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 10-K/A
__________
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004
OR
[_] 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
(Exact name of registrant as specified in charter)
Delaware 33-0304982
------------------------------- ----------------------
(State or other jurisdiction of (I. R. S. employer
incorporation or organization) identification number)
1903 Wright Place, Suite 220
Carlsbad, California 92008
(760) 918-8200
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(Address of principal executive offices and telephone number)
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
(Title of Class)
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
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes X No
--- ---
Based on the average bid and asked prices of the Registrant's Common
Stock as published by the OTC Bulletin Board Service as of June 30, 2004, the
aggregate market value of the Registrant's Common Stock held by non-affiliates
was approximately $140,134,000 on that date.
As of March 1, 2005, there were 8,260,059 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 amends and restates in their entirety the
following Items of the Annual Report on Form 10-K of HomeFed Corporation (the
"Company") for the fiscal year ended December 31, 2004 to reflect under the
caption "Compliance with Section 16(a) of the Securities Exchange Act of 1934"
that a director inadvertantly failed to timely report the acquisition of
beneficial ownership of common stock of the Company. This Report on Form 10-K/A
is being filed at this time because the director and the Company have now become
aware of the need to report the transaction.
PART III
Item 10. Directors and Executive Officers of the Registrant.
--------------------------------------------------
As of March 1, 2005, the directors and executive officers of the
Company, their ages, the positions held by them and the periods during which
they have served in such positions are as follows:
Name Age Position with the Company Office Held Since
---- --- ------------------------- -----------------
Paul J. Borden 56 Director and President May 1998
Curt R. Noland 48 Vice President October 1998
Erin N. Ruhe 39 Vice President, Treasurer and Vice President since April
Controller 2000; Treasurer since March
2004; Controller since January
1999
Patrick D. Bienvenue 50 Director August 1998
Timothy M. Considine 64 Director January 1992
Ian M. Cumming 64 Director May 1999
Michael A. Lobatz 56 Director February 1995
Joseph S. Steinberg 61 Chairman of the Board and Chairman of the Board since
Director December 1999; Director since
August 1998
The officers serve at the pleasure of the board of directors of the
Company.
The recent business experience of our executive officers and
directors is summarized as follows:
Paul J. Borden. Mr. Borden has served as a director and President of
the Company since May 1998. Mr. Borden had been a Vice President of Leucadia
National Corporation from August 1988 through October 2000, responsible for
overseeing many of Leucadia's real estate investments.
Curt R. Noland. Mr. Noland has served as Vice President of the
Company since October 1998. He spent the last 25 years in the land development
industry in San Diego County as a design consultant, merchant builder and a
master developer. From November 1997 until joining the Company, Mr. Noland was
employed by the prior development manager of San Elijo Hills and served as
Director of Development for San Elijo Hills. Prior to November 1997, Mr. Noland
was employed for eight years by Aviara Land Associates, LP, a 1,000 acre
master-planned resort community in Carlsbad, California. He is also a licensed
civil engineer and real estate broker.
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Erin N. Ruhe. Ms. Ruhe has served as Vice President of the Company
since April 2000, Treasurer since March 2004 and has been employed by the
Company as Controller since January 1999. Previously, Ms. Ruhe was Vice
President since December 1995 and Controller since November 1994 of HSD Venture,
a real estate subsidiary of Leucadia.
Patrick D. Bienvenue. Mr. Bienvenue has served as a director of the
Company since August 1998. Since January 1996, Mr. Bienvenue has served in a
variety of executive capacities with real estate related subsidiaries of
Leucadia National Corporation and, from 1992 until December 1995, was President
and Chief Executive Officer of Torwest Inc., a privately held property
development and investment company.
Timothy M. Considine. Mr. Considine has served as a director of the
Company since January 1992, serving as Chairman of the Board from 1992 to
December 1999, and is employed by Considine and Considine, an accounting firm in
San Diego, California where he was a partner from 1969 to 2002.
Ian M. Cumming. Mr. Cumming has served as a director of the Company
since May 1999. He has been a director and Chairman of the Board of Leucadia
National Corporation since June 1978 and a director and Chairman of the Board of
The FINOVA Group Inc. ("FINOVA"), a middle market lender in which Leucadia has
an indirect 25% equity interest, since August 2001. Mr. Cumming has also been a
director of Skywest, Inc., a Utah-based regional air carrier, since June 1986.
Michael A. Lobatz. Dr. Lobatz has served as a director of the Company
since February 1995 and has been a practicing physician in San Diego, California
since 1981.
Joseph S. Steinberg. Mr. Steinberg has served as a director of the
Company since August 1998 and as Chairman of the Board since December 1999. Mr.
Steinberg has been President of Leucadia National Corporation since January 1979
and a director of Leucadia National Corporation since December 1978. In
addition, he has served as a director of Jordan Industries Inc., a public
company that owns and manages manufacturing companies, of which approximately
10.1% of the common stock is beneficially owned by Leucadia, since June 1988,
FINOVA since August 2001 and White Mountains Insurance Group, Ltd., a publicly
traded insurance holding company in which Leucadia has a less than 5% equity
interest, since June 2001.
Audit Committee
The Board of Directors has a standing Audit Committee. The Board of
Directors has adopted a charter for the Audit Committee, which was filed with
the Company's proxy statement for its 2004 Annual Meeting of Shareholders. The
Audit Committee consists of Messrs. Considine (Chairman) and Lobatz. Applying
the Nasdaq criteria, the Board has determined that each of Messrs. Considine and
Lobatz is independent. In addition, the Board has determined that Mr. Considine
is qualified as an audit committee financial expert within the meaning of
regulations of the Securities and Exchange Commission.
Code of Practice
The Company has a Code of Business Practice, which is applicable to
all directors, officers and employees of the Company, and includes a Code of
Practice applicable to the Company's principal executive officers and senior
financial officers. Both the Code of Business Practice and the Code of Practice
are available without charge upon request. Requests should be addressed to
Corporate Secretary, HomeFed Corporation, 1903 Wright Place, Suite 220,
Carlsbad, California 92008. The Company intends to file with the Securities and
Exchange Commission amendments to or waivers from our Code of Practice
applicable to our principal executive officers and senior financial officers.
3
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who beneficially own
more than 10% of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Based solely upon a review of the copies of such forms furnished to
the Company and written representations from the Company's executive officers,
directors and greater than 10% beneficial shareholders, the Company believes
that during the year ended December 31, 2004, all persons subject to the
reporting requirements of Section 16(a) filed the required reports on a timely
basis, except that a Form 4 was inadvertantly not timely filed by Joseph S.
Steinberg to report the acquisition of beneficial ownership of Common Stock upon
the transfer of such shares from a trust for the benefit of Mr. Steinberg's
children of which he did not have beneficial ownership to another trust for the
benefit of Mr. Steinberg's children of which he does have beneficial ownership.
Mr. Steinberg subsequently filed a Form 4 to report the transaction.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
------------------------------------------
(a)(1) Financial Statements.
Report of Independent Registered Public Accounting Firm F-1
Consolidated Balance Sheets at December 31, 2004 and 2003 F-3
Consolidated Statements of Operations for the years ended
December 31, 2004, 2003 and 2002 F-4
Consolidated Statements of Changes in Stockholders' Equity
(Deficit) for the years ended December 31, 2004, 2003 and 2002 F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 2004, 2003 and 2002 F-6
Notes to Consolidated Financial Statements F-8
(a)(2) Financial Statement Schedules.
Schedules are omitted because they are not required or are not
applicable or the required information is shown in the financial
statements or notes thereto.
(a)(3) Executive Compensation Plans and Arrangements. See item 15(b) below
for a complete list of exhibits to this Report.
1999 Stock Incentive Plan (filed as Annex A to the Company's Proxy
Statement dated November 22, 1999).
Form of Grant Letter for 1999 Stock Incentive Plan.
See also Item 15(b) below.
4
(b) Exhibits.
We will furnish any exhibit upon request made to our Corporate
Secretary, 1903 Wright Place, Suite 220, Carlsbad, CA 92008. We charge
$.50 per page to cover expenses of copying and mailing.
3.1 Restated Certificate of Incorporation, as restated July 3, 1995 of the
Company (incorporated by reference to Exhibit 3.1 to the Company's
quarterly report on Form 10-Q for the quarter ended September 30,
1995).
3.2 By-laws of the Company as amended through December 14, 1999
(incorporated by reference to Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1999 (the "1999
10-K")).
3.3 Amendment to Amended and Restated Bylaws of the Company, dated July
10, 2002 (incorporated by reference to Exhibit 3.3 to the Company's
quarterly report on Form 10-Q for the quarter ended September 30,
2002).
3.4 Certificate of Amendment of the Certificate of Incorporation of the
Company, dated July 10, 2002 (incorporated by reference to Exhibit 3.4
to the Company's quarterly report on Form 10-Q for the quarter ended
September 30, 2002).
3.5 Certificate of Amendment of the Certificate of Incorporation of the
Company, dated July 10, 2003 (incorporated by reference to Exhibit 3.5
to the Company's Annual Report on Form 10-K for the year ended
December 31, 2003 (the "2003 10-K")).
3.6 Certificate of Amendment of the Certificate of Incorporation of the
Company, dated July 10, 2003 (incorporated by reference to Exhibit 3.6
to the Company's 2003 10-K).
10.1 Security Agreement and Stock Pledge by and between HomeFed Corporation
and Leucadia Financial Corporation dated as of July 3, 1995
(incorporated by reference to Exhibit 10.1 to the Company's 2003
10-K).
10.2 Development Management Agreement between the Company and Provence
Hills Development Company, LLC, dated as of August 14, 1998
(incorporated by reference to Exhibit 10.3 to the Company's current
report on Form 8-K dated August 14, 1998).
10.3 Amended and Restated Limited Liability Company Agreement of Otay Land
Company, LLC, dated as of September 20, 1999, between the Company and
Leucadia National Corporation (incorporated by reference to Exhibit
10.16 to the Company's Registration Statement on Form S-2 (No.
333-79901)).
10.4 Administrative Services Agreement, dated as of March 1, 2000, between
Leucadia Financial Corporation ("LFC"), the Company, HomeFed Resources
Corporation and HomeFed Communities, Inc. (incorporated by reference
to Exhibit 10.1 to the Company's quarterly report on Form 10-Q for the
quarter ended June 30, 2000).
10.5 Amendment No. 1 dated as of November 1, 2000 to the Administrative
Services Agreement dated as of March 1, 2000 (incorporated by
reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000 (the "2000 10-K")).
10.6 Amendment No. 2 dated as of February 28, 2001 to the Administrative
Services Agreement dated as of March 1, 2000 (incorporated by
reference to Exhibit 10.22 to the Company's 2000 10-K).
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10.7 Amendment No. 3 dated as of December 31, 2001 to the Administrative
Services Agreement dated as of March 1, 2000 (incorporated by
reference to Exhibit 10.26 to the Company's Annual Report on Form
10-K/A for the fiscal year ended December 31, 2001).
10.8 Third Amendment to Option and Purchase Agreement and Escrow
Instructions, dated as of June 21, 2002, by and between Otay Land
Company, LLC and Lakes Kean Argovitz Resorts - California, LLC
(incorporated by reference to Exhibit 10.27 to the Company's quarterly
report on Form 10-Q for the quarter ended June 30, 2002).
10.9 Stock Purchase Agreement dated as of October 21, 2002, by and between
HomeFed Corporation and Leucadia National Corporation (incorporated by
reference to Exhibit 10.1 to the Company's current report on Form 8-K
dated October 22, 2002).
10.10 Registration Rights Agreement dated as of October 21, 2002, by and
between HomeFed Corporation and Leucadia National Corporation
(incorporated by reference to Exhibit 10.2 to the Company's current
report on Form 8-K dated October 22, 2002).
10.11 Second Amendment and Restated Loan Agreement dated as of October 9,
2002, by and between HomeFed Corporation and Leucadia Financial
Corporation (incorporated by reference to Exhibit 10.3 to the
Company's current report on Form 8-K dated October 22, 2002).
10.12 Second Amendment and Restated Variable Rate Secured Note dated as of
October 9, 2002 (incorporated by reference to Exhibit 10.4 to the
Company's current report on Form 8-K dated October 22, 2002).
10.13 Amended and Restated Line Letter dated as of October 9, 2002, by and
between HomeFed Corporation and Leucadia Financial Corporation
(incorporated by reference to Exhibit 10.5 to the Company's current
report on Form 8-K dated October 22, 2002).
10.14 Amended and Restated Term Note dated as of October 9, 2002
(incorporated by reference to Exhibit 10.6 to the Company's current
report on Form 8-K dated October 22, 2002).
10.15 Amendment No. 4 dated as of May 28, 2002 to the Administrative
Services Agreement dated as of March 1, 2000 (incorporated by
reference to Exhibit 10.34 to the Company's Annual Report on Form
10-K/A for the fiscal year ended December 31, 2002 (the "2002
10-K/A")).
10.16 Amendment No. 5 dated as of November 15, 2002 to the Administrative
Services Agreement dated as of March 1, 2000 (incorporated by
reference to Exhibit 10.35 of the 2002 10-K/A).
10.17 Amendment dated as of October 21, 2002 to the Development Management
Agreement dated as of August 14, 1998 (incorporated by reference to
Exhibit 10.36 of the 2002 10-K/A).
10.18 Contribution Agreement between the Company and San Elijo Hills
Development Company, LLC, dated as of October 21, 2002 (incorporated
by reference to Exhibit 10.37 of the 2002 10-K/A).
10.19 Agreement and Guaranty, dated as of October 1, 2002, between Leucadia
National Corporation and CDS Holding Corporation (incorporated by
reference to Exhibit 10.38 of the 2002 10-K/A).
10.20 Obligation Agreement, dated as of October 1, 2002, between Leucadia
National Corporation and San Elijo Ranch, Inc. (incorporated by
reference to Exhibit 10.39 of the 2002 10-K/A).
10.21 Tax Allocation Agreement between the Company and its subsidiaries
dated as of November 1, 2002 (incorporated by reference to Exhibit
10.21 to the Company's 2003 10-K).
6
10.22 Amendment No. 1 to the First Amended and Restated Development
Agreement and Owner Participation Agreement between the City of San
Marcos, the San Marcos Redevelopment Agency and the San Elijo Hills
Development Company, LLC dated as of February 11, 2004 (incorporated
by reference to Exhibit 10.22 to the Company's 2003 10-K).
10.23 Amendment No. 6 dated as of December 31, 2003 to the Administrative
Services Agreement dated as of March 1, 2000 (incorporated by
reference to Exhibit 10.23 to the Company's 2003 10-K).
10.24 Amendment No. 7 dated as of December 31, 2004 to the Administrative
Services Agreement dated as of March 1, 2000 (previously filed).
10.25 1999 Stock Incentive Plan (incorporated by reference to Annex A to the
Company's Proxy Statement dated November 22, 1999).
10.26 Form of Grant Letter for the 1999 Stock Incentive Plan (previously
filed)
21 Subsidiaries of the Company (previously filed).
23 Consent of PricewaterhouseCoopers LLP with respect to the
incorporation by reference into the Company's Registration Statement
on Form S-8 (File No. 333-97079) (previously filed).
31.1 Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (previously furnished).
32.2 Certification of Principal Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (previously furnished).
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SIGNATURES
Pursuant to the requirements of the Securities 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
-----------------------------------------
Erin N. Ruhe
Vice President, Treasurer and Controller
Dated: May 12, 2005
8