SCHEDULE 13D
Amendment No. 2
Cadiz Land Co., Inc.
common stock
Cusip # 127549103
Filing Fee: No
Cusip # 127549103
Item 1: Reporting Person - Fidelity International Limited
Item 4: PF
Item 6: Bermuda
Item 7: 1,474,000
Item 8: None
Item 9: 1,474,000
Item 10: None
Item 11: 1,474,000
Item 13: 8.91%
Item 14: HC, IA
PREAMBLE
The Schedule 13D, dated June 7, 1994, filed by Fidelity
International Limited ("FIL") 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.
Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement 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"). A separate Schedule 13D
is being filed by FMR Corp., a Massachusetts Corporation ("FMR"), with
respect to the Shares. 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. The principal office of FIL is
located at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda.
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.
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 Considerations.
Item 3 is amended as follows:
The International Funds and accounts which own or owned Shares
purchased in the aggregate 3,294,000 Shares for cash in the amount of
approximately $6,828,681 including brokerage commissions. The
International Funds and accounts used their own assets in making such
purchase and no part of the purchase price is represented by borrowed
funds. Proceeds from 380,000 Shares sold aggregated approximately
$876,800. The International Funds lost 1,440,000 shares as a result of
the 1 for 5 reverse stock split in 1992. The attached Schedule B sets
forth Shares purchased and/or sold since February 15, 1994.
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.
Item 5 is amended as follows:
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) FIL beneficially owns, as investment adviser or the parent
of the investment adviser to the International Funds and accounts,
1,474,000 Shares, or approximately 8.91% of the outstanding Shares of
the Company. 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. 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) The International Funds, the International Pension Accounts
and FIL, as investment adviser to the International Funds and
International Pension Accounts, each has the sole power to vote and the
sole power to dispose of the 1,474,000 Shares held by the International
Funds and the International Pension Accounts.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
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.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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.
Fidelity International Limited
Date: May 25, 1994 By: /s/Arthur S. Loring
Arthur S. Loring
Attorney-in-Fact
Schedule A
POSITION WITH PRINCIPAL
NAME INTERNATIONAL OCCUPATION
Edward C. Johnson 3d Director & Chairman of the Board Chief
Executive Officer
82 Devonshire Street FMR Corp.
Boston, MA 02109
Barry J. Bateman Director Chief Executive
Officer
25 Lovat Lane Fidelity
International
London, England Limited
EC3R 8LL
William L. Byrnes Director Vice Chairman -
82 Devonshire Street FMR Corp.
Boston, MA 02109
Martin P. Cambridge Chief Financial Officer CFO - Fidelity
Oakhill House International
Limited
130 Tonbridge Road
Hildenborough, Kent
TN119DZ England
Charles T. M. Collis Director, V.P., & Secretary Private Attorney
P.O. Box HM 391
Hamilton HMBX, Bermuda
Glen R. Moreno Director Director-Fidelity
25 Lovat Lane International
Limited
London, England
EC3R 8LL
David J. Saul Director Executive V.P. &
P.O. Box 650 President-Fidelity
Hamilton, Bermuda Bermuda, a
division of
Fidelity
International
Limited
Messrs. Johnson 3d, Byrnes, and Moreno are United States citizens and
Messrs. Cambridge, Collis, Saul, and Bateman are citizens of the United
Kingdom.
SCHEDULE B
CADIZ LAND CO., INC.
One International Account purchased Shares since February 15, 1994 at
the dates and at the prices set forth below. The transactions were made
for cash in open market transactions.
DATE SHARES PRICE
02-18-94 130,000 $5.25
03-22-94 71,500 5.14
03-23-94 23,844 5.12
03-24-94 4,656 5.02
04-19-94 17,000 4.30
04-21-94 10,000 4.27
04-26-94 20,000 4.25
04-29-94 7,000 4.25
