SCHEDULE 13D
Amendment No. 2
Cadiz Land Company, Inc.
common stock
Cusip # 127549103
Filing Fee: No
Cusip # 127549103
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: None
Item 8: None
Item 9: 1,474,000
Item 10: None
Item 11: 1,474,000
Item 13: 8.91%
Item 14: HC
PREAMBLE
The Schedule 13D, dated June 7, 1993, filed by FMR Corp. ("FMR")
with respect to the Common Stock, $0.00 par value per share (the
"Shares") of Cadiz Land Co., Inc. is hereby amended as set forth below.
The Shares to which it relates are owned by Fidelity International
Limited, through its subsidiaries and affiliates. A separate Schedule
13D will be filed by Fidelity International Limited, a Bermuda
Corporation, with respect to the Shares.
Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). A separate Schedule 13D is being filed by Fidelity
International Limited, a Bermuda joint stock company incorporated for an
unlimited duration by private act of the Bermuda legislature ("FIL").
FMR is a holding company one of whose principal assets is the capital
stock of a wholly-owned subsidiary, Fidelity Management & Research
Company ("Fidelity"), which is also a Massachusetts corporation.
Fidelity is an investment adviser which is registered under Section 203
of the Investment Advisers Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940 and
serves as investment adviser to certain other funds which are generally
offered to limited groups of investors (the "Fidelity Funds"). Fidelity
Management Trust Company ("FMTC"), a wholly-owned subsidiary of FMR
Corp. and a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, serves as trustee or managing agent for various
private investment accounts, primarily employee benefit plans and serves
as investment adviser to certain other funds which are generally offered
to limited groups of investors (the "Accounts"). Various directly or
indirectly held subsidiaries of FMR are also engaged in investment
management, venture capital asset management, securities brokerage,
transfer and shareholder servicing and real estate development. The
principal offices of FMR, Fidelity, and FMTC are located at 82
Devonshire Street, Boston, Massachusetts 02109.
FIL is an investment adviser which provides investment advisory
and management services to a number of non-U.S. investment companies or
instrument trusts (the "International Funds") and certain institutional
investors. Prior to June 30, 1980, FIL was a majority-owned subsidiary
of Fidelity. On that date, the shares of FIL held by Fidelity were
distributed, as a dividend, to the shareholders of FMR. FIL currently
operates as an entity independent of FMR and Fidelity. The
International Funds and FIL's other clients, with the exception of
Fidelity and an affiliate of Fidelity, are non-U.S. entities. Various
foreign-based subsidiaries of FIL are also engaged in investment
management. The principal office of FIL is located at Pembroke Hall, 42
Crow Lane, Hamilton, Bermuda.
Prior to June 30, 1980, FIL was a majority-owned subsidiary of
Fidelity. On that date, the shares of FIL held by Fidelity were
distributed, as a dividend, to the shareholders of FMR. FIL currently
operates as an entity independent of FMR and Fidelity. The
International Funds and FIL's other clients, with the exception of
Fidelity and an affiliate of Fidelity, are non-U.S. entities.
Edward C. Johnson 3d owns 34.0% of the outstanding voting common
stock of FMR. In addition, a partnership controlled by Mr. Johnson and
members of his family own shares of FIL voting stock with the right to
cast approximately 47.22% of the total votes which may be cast by all
holders of FIL voting stock. Mr. Johnson 3d is Chairman of FMR Corp.
and FIL. FMR Corp. and FIL are separate and independent corporate
entities. FMR Corp. and FIL are managed independently and their boards
of Directors are generally composed of different individuals. Their
investment decisions are made independently, and clients are different
organizations. The business address and principal occupation of Mr.
Johnson 3d is set forth in Schedule A hereto.
The Shares to which this statement relates are owned directly by
Fidelity International Limited, through its subsidiaries and affiliates.
FMR and FIL are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the Securities Exchange Act of 1934
(the "1934 Act") and that they are not otherwise required to attribute
to each other the "beneficial ownership" of securities "beneficially
owned" by the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act. Therefore, they are of the view that
the Shares held by the other corporations need not be aggregated for
purposes of Section 13(d). However, FMR is making this filing on a
voluntary basis as if all of the Shares are beneficially owned by FMR
and FIL on a joint basis.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and
directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item
2 or listed on Schedule A has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a
party to any civil proceeding and as a result thereof was or is subject
to any judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to , federal or state
securities laws or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The Fidelity Funds which own or owned Shares purchased in the
aggregate 100,000 Shares for cash in the amount of approximately
$162,500 including brokerage commissions. The Fidelity Funds used their
own assets in making such purchase and no part of the purchase price is
represented by borrowed funds. Proceeds from 100,000 Shares sold
aggregated approximately $94,375.
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of Issuer.
Although Item 5 assumes that FMR, Fidelity, and FIL, beneficially
own all 1,474,000 Shares, reference is made to Item 2 for a disclaimer
of beneficial ownership with respect to the securities which are
"beneficially owned" by the other corporations.
(a) FMR beneficially owns, through Fidelity, as investment
adviser to the Fidelity Funds, zero Shares, or approximately 0.00% of
the outstanding Shares of the Company. FIL beneficially owns, as
investment adviser to the International Funds, 1,474,000 Shares, or
approximately 8.91% of the outstanding Shares of the Company. Neither
FMR, Fidelity, nor any of its affiliates nor, to the best knowledge of
FMR, any of the persons name in Schedule A hereto, beneficially owns any
other Shares. The combined holdings of FMR, Fidelity, and FIL are
1,474,000 Shares, or approximately 8.91% of the outstanding Shares of
the Company.
(b) FMR, through is control of Fidelity, investment adviser to
the Fidelity Funds, and the Funds each has sole power to dispose of the
Shares. Neither FMR nor Mr. Johnson has the sole power to vote or
direct the voting of the zero Shares owned directly by the Fidelity
Funds, which power resides with the Funds' Boards of Trustees. Fidelity
carries out the voting of the Shares under written guidelines
established by the Funds' Board of Trustees.
(c) Except as set forth in Schedule B, neither FMR, or any of
its affiliates, nor, to the best knowledge of FMR, any of the persons
named in Schedule A hereto has effected any transaction in Shares during
the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities
of the Issuer.
Neither FMR nor any of its affiliates nor, to the best knowledge
of FMR, any of the persons named in Schedule A hereto has any joint
venture, finder's fee, or other contract or arrangement with any person
with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference should be
drawn that no change has occurred in the facts set forth herein after
the date hereof.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
FMR Corp.
DATE: May 25, 1994 By: /s/Arthur Loring
Arthur Loring
Vice President-Legal
SCHEDULE A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The
business address of each person is 82 Devonshire Street, Boston,
Massachusetts 02109, and the address of the corporation or organization
in which such employment is conducted is the same as his business
address. All of the persons listed below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Administration, Financial Officer,
Chief Financial FMR
Officer
