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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended December 31, 2005
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 its Charter)
Delaware 33-0304982
(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
(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
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [x]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [x]
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].
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large Accelerated Filer [ ] Accelerated Filer [x] Non-Accelerated Filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12-b of the Exchange Act). Yes [ ] No[x]
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, 2005, the aggregate
market value of the Registrant's Common Stock held by non-affiliates was
approximately $261,084,000 on that date.
As of February 13, 2006, there were 8,265,334 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 corrects certain information contained in
Item 15(b) of Part IV of the Annual Report of HomeFed Corporation for the fiscal
year ended December 31, 2005, as amended, with respect to Exhibit 10.19 and
Exhibit 10.21.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
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(a)(1) Financial Statements.
Report of Independent Registered Public Accounting Firm F-1
Consolidated Balance Sheets at December 31, 2005 and 2004 F-3
Consolidated Statements of Operations for the years ended
December 31, 2005, 2004 and 2003 F-4
Consolidated Statements of Changes in Stockholders' Equity
for the years ende dDecember 31, 2005, 2004 and 2003 F-5
Consolidated Statements of Cash Flows for the years ended
December 31, 2005, 2004 and 2003 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.
(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).
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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 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).
10.2 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)).
10.3 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).
10.4 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")).
10.5 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).
10.6 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).
10.7 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).
10.8 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).
10.9 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).
10.10 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")).
10.11 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).
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10.12 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).
10.13 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).
10.14 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).
10.15 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).
10.16 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).
10.17 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).
10.18 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).
10.19 Amendment No. 7 dated as of December 31, 2004 to the
Administrative Services Agreement dated as of March 1, 2000
(incorporated by reference to Exhibit 10.24 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
2004 (the "2004 10-K")).
10.20 1999 Stock Incentive Plan (incorporated by reference to Annex A to the
Company's Proxy Statement dated November 22, 1999).
10.21 Form of Grant Letter for the 1999 Stock Incentive Plan (incorporated
by reference to Exhibit 10.26 to the Company's 2004 10-K).
10.22 Director Compensation (incorporated by reference to Exhibit 10.22 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 (the "2005 10-K)).
21 Subsidiaries of the Company (incorporated by reference Exhibit 21 to
the Company's 2005 10-K).
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) (incorporated by reference to Exhibit
23 to the Company's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 2005).
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.*
32.2 Certification of Principal Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.*
* Furnished herewith pursuant to Item 601(b) (32) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
HOMEFED CORPORATION
Date: April 3, 2006 By /s/ Erin N. Ruhe
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Erin N. Ruhe
Vice President, Treasurer and Controller
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