<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
MARK ONE [1]
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED MARCH 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM .......TO.......
COMMISSION FILE NUMBER 0-12114
-----------------
CADIZ LAND COMPANY, INC.
(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
DELAWARE 77-0313235
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10535 FOOTHILL BOULEVARD, SUITE 150
RANCHO CUCAMONGA, CALIFORNIA 91730
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (909) 980-2738
-----------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
NONE NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK
(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 ((S)220.405 of this chapter) 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. YES X NO
--- ---
As of June 23, 1995, the registrant had 17,053,455 shares of Common Stock
outstanding. The aggregate market value of the Common Stock held by
nonaffiliates as of June 23, 1995, was approximately $76,432,060 based on the
last sales price on that date.
DOCUMENTS INCORPORATED BY REFERENCE
NOTICE OF 1995 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
(INCORPORATED INTO PART III)
================================================================================
<PAGE>
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, thereto duly authorized.
CADIZ LAND COMPANY, INC.
By: /s/ Keith Brackpool By: /s/ Susan K. Chapman
-------------------- ---------------------
Keith Brackpool, Susan K. Chapman,
Chief Executive Officer Chief Financial Officer
and Director and Secretary
Date: July 19, 1995 Date: July 19, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons in the capacities and on the dates
indicated.
NAME AND POSITION DATE
----------------- ----
/s/ Dwight Makins July 19, 1995
- ----------------------------------------
Dwight Makins, Chairman of the Board
and Director
/s/ Keith Brackpool July 19, 1995
- ----------------------------------------
Keith Brackpool, Chief Executive Officer
and Director (Principal Executive Officer)
/s/ Susan K. Chapman July 19, 1995
- ----------------------------------------
Susan K. Chapman, Chief Financial Officer
and Secretary (Principal Financial
and Accounting Officer)
/s/ J.F.R. Hammond July 19, 1995
- ----------------------------------------
J.F.R. Hammond, Director
/s/ Stephen D. Weinress July 19, 1995
- ----------------------------------------
Stephen D. Weinress, Director
-1-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 2,454
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 198
<CURRENT-ASSETS> 2,652
<PP&E> 2,308
<DEPRECIATION> 0
<TOTAL-ASSETS> 34,888
<CURRENT-LIABILITIES> 1,174
<BONDS> 0
<COMMON> 170
0
0
<OTHER-SE> 62,687
<TOTAL-LIABILITY-AND-EQUITY> 34,888
<SALES> 543
<TOTAL-REVENUES> 543
<CGS> 0
<TOTAL-COSTS> 4,041
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,208
<INCOME-PRETAX> (4,706)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,706)
<DISCONTINUED> 0
<EXTRAORDINARY> 115
<CHANGES> 0
<NET-INCOME> (4,591)
<EPS-PRIMARY> (0.28)
<EPS-DILUTED> 0
</TABLE>