SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
CADIZ LAND COMPANY, INC.
----------------------------------------------
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
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Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
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1) Title of each class of securities to which transaction
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(Set forth the amount on which the filing fee is
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------
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CADIZ LAND COMPANY, INC.
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held September 22, 1995
---------------------------
To the Stockholders of
Cadiz Land Company, Inc.:
The Annual Meeting of Stockholders of Cadiz Land Company, Inc., a
Delaware corporation (the "Company"), will be held at the Westwood
Marquis Hotel and Gardens located at 930 Hilgard Avenue, Los
Angeles, California, on Friday, September 22, 1995, at 9:00 a.m.,
local time, and any adjournments thereof, to consider and act upon
the following matters:
(1) The election of four members of the Board of Directors,
each to serve until the next Annual Meeting of
Stockholders or until their respective successors are
elected and qualified;
(2) Ratification of the selection of Price Waterhouse LLP as
the Company's independent certified public accountants for
fiscal year 1996; and
(3) The transaction of such other business as may properly
come before the meeting and any adjournments thereof.
The subject matter of each of the above proposals is described
within the Proxy Statement.
The Board of Directors has fixed the close of business on July 25,
1995, as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Annual Meeting.
In order to constitute a quorum for the conduct of business at the
Annual Meeting, holders of a majority of all outstanding shares of
Common Stock must be present in person or be represented by proxy.
Whether or not you expect to attend the Annual Meeting in person,
please date, sign and mail the enclosed proxy in the postage-paid
return envelope provided as promptly as possible. The proxy is
revocable and will not affect your right to vote in person if you
attend the meeting.
By Order of the Board of Directors
Susan K. Chapman
Secretary
Rancho Cucamonga, California
July 27, 1995
CADIZ LAND COMPANY, INC.
Annual Meeting of Stockholders
TABLE OF CONTENTS
Page
----
PROXY STATEMENT INTRODUCTION 1
BENEFICIAL OWNERSHIP OF SECURITIES 2
PROPOSAL 1:
Election of Directors 5
PROPOSAL 2:
Approval of Independent Auditors 16
OTHER MATTERS 16
STOCKHOLDER PROPOSALS 16
ADDITIONAL INFORMATION 16
CADIZ LAND COMPANY, INC.
10535 Foothill Boulevard, Suite 150
Rancho Cucamonga, California 91730
---------------------
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
To Be Held September 22, 1995
----------------------
To Our Stockholders:
Your Board of Directors furnishes this Proxy Statement in
connection with its solicitation of your proxy in the form
enclosed to be used at the Company's Annual Meeting of
Stockholders to be held on Friday, September 22, 1995, at the
time and place and for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders.
The Company's Annual Report for the fiscal year ended March 31,
1995, including audited financial statements, is being mailed to
you with this Proxy Statement on or about August 4, 1995.
We cordially invite you to attend the Annual Meeting. Whether or
not you plan to attend, please date, sign and return your proxy
promptly in the postage paid return envelope provided. You may
revoke your proxy at any time prior to its exercise at the meeting
by notice to the Company's Secretary, and, if you attend the
meeting, you may vote your shares in person. You may also revoke
your proxy by returning a duly executed proxy bearing a later
date. Your proxy, if not revoked, will be voted at the Annual
Meeting in accordance with the instructions specified therein.
Only stockholders of record at the close of business on July 25,
1995, will be entitled to vote at the meeting. At the close of
business on July 25, 1995, there were 17,503,454 shares of Common
Stock of the Company outstanding, with each share of Common Stock
being entitled to one vote on each matter to be voted upon. There
is no right to cumulate votes as to any matter.
The candidates for director receiving a plurality of the votes of
the shares present in person or represented by proxy will be
elected (Proposal 1). An affirmative vote of a majority of the
shares present and voting at the meeting is required for approval
of Proposal 2. For purposes of determining whether a matter has
received a majority vote either of shares present or of all
outstanding shares, abstentions will be included in the vote
totals, with the result that an abstention has the same effect as
a negative vote. In instances where brokers are prohibited from
exercising discretionary authority for beneficial owners who have
not returned a proxy (so-called "broker nonvotes"), those shares
will not be included in the vote totals and therefore will have no
effect on the vote on Proposals 1 and 2.
Stockholders of the Company will not have appraisal rights with
respect to any of the proposals to be voted upon at the Annual
Meeting.
The Company has been advised by its directors and officers that
they intend to vote the 962,495 outstanding shares of Common Stock
which they hold or control, representing 5.5% of the total shares
outstanding as of the record date, in favor of the Proposals
presented in this Proxy Statement. See "Beneficial Ownership of
Securities."
The entire cost of soliciting proxies will be borne by the
Company, including expenses in connection with preparing and
mailing proxy solicitation materials. In addition to use of the
mails, proxies may be solicited by officers, directors and regular
employees of the Company, without extra compensation, by
telephone, telegraph or personal solicitation, and no additional
compensation will be paid to such persons. If requested, the
Company will reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable expenses incurred in
mailing proxy material to their principals.
<TABLE>
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth, as of July 25, 1995, the ownership
of Common Stock of the Company by each stockholder who is known by
the Company to own beneficially more than 5 percent of the
outstanding Common Stock, by each director, by each executive
officer listed in the Summary Compensation Table below, and by all
directors and officers as a group.
<CAPTION>
Amount and Nature of Percent
Name and Address Beneficial Ownership <F1> of Class
- ---------------- ---------------------- --------
<S> <C> <C>
Morgan Stanley Group, Inc., et. al. 1,744,000(1) 9.96%
1251 Avenue of the Americas
New York, NY
Fidelity International Limited, et. al. 1,715,667<F2> 9.80%
Pembroke Hall
42 Crow Lane
Hamilton, Bermuda
Jupiter Asset Management Limited 1,141,633<F3> 6.52%
Knightsbridge House
197 Knightsbridge
London SW7 1RB England
Dwight W. Makins 375,000<F4> 2.14%
Beaurepaire House
Sherborne St. John
Basingstoke
Hampshire RG26 5EH
United Kingdom
Keith Brackpool 1,193,795<F5> 6.82%
10535 Foothill Blvd.
Suite 150
Rancho Cucamonga, CA 91730
J.F.R. (Russ) Hammond 392,700<F6> 2.24%
10 Compton Terrace
London N1 2UN
United Kingdom
Stephen D. Weinress 165,000<F7> 0.94%
3333 Michelson Dr.
Irvine, CA 92715
Theodore W. Dutton 236,000<F8> 1.35%
10535 Foothill Blvd.
Suite 150
Rancho Cucamonga, CA 91730
Susan K. Chapman 100,000<F9> 0.57%
10535 Foothill Blvd.
Suite 150
Rancho Cucamonga, CA 91730
David Peterson 150,000<F10> 0.86%
19065 Portola Drive, Suite K
Salinas, CA 93908
All Directors and Officers 2,612,495<F4><F5> 14.93%
as a Group (7 individuals) <F6><F7>
<F8><F9><F10>
- --------------------
<FN>
<F1> A Schedule 13G has been filed with the Securities and
Exchange Commission indicating that Morgan Stanley Group,
Inc. ("MS Group") may be deemed to be the indirect
beneficial owner of 1,744,000 shares of Common Stock,
arising from the indirect beneficial ownership of such
shares by Morgan Stanley Asset Management Limited
("MSAM"), a subsidiary of MS Group. The address of MSAM
is 25 Cabot Square, Canary Wharf, London E14 4QA,
England. The Schedule 13G indicates that all such shares
are held by MSAM in its capacity as an Investment Adviser,
and that MS Group and MSAM share voting and investment
power with respect to the shares which they may be deemed
to beneficially own. MS Group and MSAM each disclaim
beneficial ownership of such shares pursuant to Rule 13d-4
under the Securities Exchange Act of 1934.
<F2> Fidelity International Limited ("FIL") and FMR Corp.
("FMR") have each filed Schedule 13Ds and amendments
thereto with the Securities and Exchange Commission
indicating that, although they do not consider themselves
to be acting as a "group," they hold, directly or
indirectly, a total of 1,665,667 shares of Common Stock.
The Schedule 13Ds state that FIL beneficially owns, as
investment adviser or the parent of the investment adviser
to certain international funds and international pension
accounts, 1,665,667 shares of Common Stock and that such
funds and accounts and FIL, as investment adviser to the
funds and accounts, has sole voting and investment power
as to all such shares. Neither FMR nor its subsidiary
Fidelity Management & Research Company ("Fidelity")
beneficially own any shares. According to the Schedule
13Ds, Mr. Edward C. Johnson 3d, who is Chairman of FIL
and FMR, owns 24.9 percent of the outstanding voting
common stock of FMR, and a partnership controlled by Mr.
Johnson and members of his family own shares of FIL with
the right to cast approximately 47.22 percent of the total
votes which may be cast by shareholders of FIL. The
Schedule 13Ds indicate that FIL was a subsidiary of
Fidelity prior to June 30, 1980, at which time the shares
of FIL held by Fidelity were distributed as a dividend to
the shareholders of FMR, and that FIL currently operates
as an entity independent of FMR and Fidelity. Fidelity
purchased an additional 50,000 shares of Common Stock
through a private placement effective July 24, 1995.
<F3> Jupiter Asset Management Limited has filed a Schedule 13D
with the Securities and Exchange Commission indicating
that it holds such shares in its capacity as Discretionary
Manager by virtue of its acquisition, in July 1994, of all
of the business and assets of Queen Anne's Gate Asset
Management Limited, which had previously acted as
investment manager with respect to such shares.
<F4> Includes 250,000 shares underlying presently exercisable
options.
<F5> Includes 750,000 shares underlying presently exercisable
options.
<F6> Includes 202,700 shares held by a corporation of which Mr.
Hammond is an affiliate. Also includes 125,000 shares
underlying presently exercisable options.
<F7> Includes 125,000 shares underlying presently exercisable
options.
<F8> Includes 150,000 shares underlying presently exercisable
options. Does not include 150,000 shares underlying
conditional options held by Mr. Dutton, the conditions to
the vesting of which have not yet been met.
<F9> Includes 100,000 shares underlying presently exercisable
options. Does not include 25,000 shares underlying
conditional options held by Ms. Chapman, the conditions to
the vesting of which have not yet been met.
<F10> Includes 150,000 shares underlying presently exercisable
options. Does not include 100,000 shares underlying
conditional options held by Mr. Peterson, the conditions
to the vesting of which have not yet been met.
</FN>
</TABLE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors has nominated the four persons listed below
for election at the Annual Meeting to serve as directors for a
term expiring at the 1996 Annual Meeting of Stockholders or until
their respective successors are elected and qualified. Each
nominee currently serves as a director and has agreed to serve as
such for another term if elected.
Proxies will be voted for the election of the four nominees named
below unless instructions are given to the contrary. Proxies
cannot be voted for a greater number of persons than the number of
nominees named. Should any nominee become unable to serve as a
director, the persons named in the enclosed form of proxy will,
unless otherwise directed, vote for the election of such other
person as the present Board of Directors may designate to fill
that position.
<TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth certain biographical information, the
present occupation and business experience for the past five years
of each director and executive officer, including Board nominees:
<CAPTION>
Nominees for Director:
Name Age Position with the Company
---- --- -------------------------
<S> <C> <C>
Dwight W. Makins 44 Chairman of the Board
Keith Brackpool 38 Chief Executive Officer
and Director
J.F.R. Hammond 54 Director
Stephen D. Weinress 54 Director
<CAPTION>
Executive Officers:
Name Age Position with the Company
---- --- -------------------------
<S> <C> <C>
Susan K. Chapman 42 Chief Financial Officer
and Secretary
Theodore W. Dutton 65 Vice President of Development
David J. Peterson 42 Vice President of Agricultural
Development
- ---------------------
<FN>
Dwight W. Makins was elected as Chairman of the Board in December
1991. Mr. Makins currently serves as a director of King and
Shaxson (Holdings) plc, a British bank and discount house. Prior
to July 1988, he was managing director to John Govett & Co. Ltd.
He is a director of a number of U.K. companies. Mr. Makins is a
member of the Audit Committee and Compensation Committee of the
Board of Directors.
Keith Brackpool is a founder of the Company, and has served as a
member of the Company's Board of Directors since September 1986,
and served as Chairman of the Board from 1989 through December
1991. From October 1989 until May 1991, Mr. Brackpool was
employed as the President of Albert Fisher, Inc., a wholly-owned
subsidiary of The Albert Fisher Group PLC, a U.K. corporation and
was a director of The Albert Fisher Group PLC until May 31, 1991,
when Mr. Brackpool resigned these positions in order to resolve
certain personal financial positions unrelated to Albert Fisher or
the Company. In this regard, Mr. Brackpool has served as an
officer and principal of the general partner of 1334 Partners,
Ltd., a California limited partnership which holds commercial real
estate in Southern California and which underwent a bankruptcy
reorganization under Chapter 11 in 1991 in order to restructure
the payment terms of acquisition debt with the partnership's
primary secured lender. Such restructuring was successfully
completed, and the partnership emerged from Chapter 11 in December
1992. Following Mr. Brackpool's resignation from Albert Fisher,
he was reappointed in December 1991 as Chief Executive Officer of
the Company. In addition, from 1986 until March 1991, Mr.
Brackpool was an executive officer and/or director of Corporate
Data Sciences, Inc. (CDS), which was then registered under Section
12(g) of the Securities Exchange Act of 1934, and from 1987 until
April 1991 Mr. Brackpool was a director of Consolidated Packaging
Corporation (CPC), a publicly traded majority owned subsidiary of
CDS. In April 1991, a bankruptcy petition was filed against CPC
in the U.S. Bankruptcy Court, which was subsequently converted
into a Chapter 11 filing by CPC.
J.F.R. Hammond was named to the Company's Board of Directors in
December 1991. Since March 1987 Mr. Hammond has been self
employed, and his business activities primarily involve private
investments in various companies. Mr. Hammond also serves as
Chairman of a Canadian oil and gas company traded on the Alberta
exchange. Prior to March 1987, Mr. Hammond was managing director
of Greenwell-Montagu Securities, a British brokerage firm. Mr.
Hammond is a member of the Audit Committee and Compensation
Committee of the Board of Directors.
Stephen D. Weinress was appointed a director of the Company in
September 1993. Since 1984 he has been the Managing Director of
L.H. Friend, Weinress, Frankson & Presson, Inc., an investment
banking firm based in Irvine, California. Mr. Weinress is a
member of the Audit Committee and Compensation Committee of the
Board of Directors.
Susan K. Chapman became Chief Financial Officer and Secretary of
the Company in November 1993. From 1985 until she joined the
Company, Ms. Chapman served as Vice President of Operations and
Controller of Agora Development, Inc., a private real estate
development company, where she supervised all financial and
operational aspects of the company. Prior thereto, she served for
five years as Senior Accountant with the accounting firm of Price
Waterhouse LLP, following which she served as a senior financial
executive of a privately held manufacturing company.
Theodore W. Dutton has been an officer of the Company since
December 1992. During the past fifteen years, Mr. Dutton has been
the Chairman of the Board of a privately held real estate
investment and management company in San Bernardino County,
California. From July 1988 until September 1992, Mr. Dutton
served as a director of Century MediCorp, Inc. a publicly held
corporation which was merged into Foundation Health Corporation in
October 1992. From October 1992 until January 1993, Mr. Dutton
served as a director of Foundation Health Corporation. In March
1992, Mr. Dutton was appointed by Governor Wilson as Chairman of
the Employment Training Panel for the State of California. Mr.
Dutton served as Chairman of the San Bernardino County Private
Industry Council from 1990 until 1993. In May 1995, Mr. Dutton
was appointed by Governor Wilson as a Commissioner for the
California Department of Fish and Game.
David J. Peterson joined the Company as Vice President of
Agricultural Development in April 1994. Mr. Peterson has twelve
years experience in the produce industry, most recently serving as
Chief Operating Officer of the Procurement Division of Albert
Fisher North America since 1990. In this capacity, Mr. Peterson
directed purchases for and sales to Albert Fisher PLC North
American Distributors, a produce distributor with aggregate annual
sales of approximately $800 million. Previously, Mr. Peterson
established a centralized product distribution network for Sysco
(the largest U.S. food service distributor) in his capacity as
General Manager - Procurement for Sysco between 1988 and 1990.
Based upon the Company's review of the reports and amendments on
Forms 3, 4 and 5 furnished to the Company pursuant to Section 16
of the Securities Exchange Act of 1934, all such reports were
filed in a timely manner by reporting persons.
Directors of the Company hold office until the next annual
meeting of stockholders or until their successors are elected
and qualified. There are no family relationships between any
directors or current officers of the Company. Officers serve at
the discretion of the Board of Directors.
</FN>
</TABLE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended March 31, 1995, the Board of Directors held
five formal meetings and held various telephone conferences. Each
current director attended at least 75 percent of the meetings of
the Board and at least 75 percent of the meetings of Board
committees of which each was a member during his term.
The Board of Directors has two standing committees, the Audit
Committee and the Compensation Committee. The Board does not have
a nominating committee. Messrs. Makins, Hammond and Weinress
serve on the Audit Committee, the purpose of which is to oversee
preparation of the Company's financial statements. The Audit
Committee met four times during the year ended March 31, 1995.
Messrs. Makins, Hammond and Weinress serve on the Compensation
Committee, the purpose of which is to establish salary and bonus
compensation levels for the Company's executive officers. The
Compensation Committee met four times during the year ended March
31, 1995.
EMPLOYMENT ARRANGEMENTS
Mr. Brackpool is compensated pursuant to a Compensation Agreement
effective as of April 2, 1993. Under the terms of this Agreement,
Mr. Brackpool initially received a base compensation of $16,666
monthly. Such compensation has been subsequently increased and is
currently $23,333 per month. Mr. Brackpool also receives the use
of an automobile owned by the Company.
Mr. Dutton is compensated pursuant to an Employment Agreement
effective December 1, 1992 which provided for base compensation of
$8,333 per month. Such compensation has subsequently been
increased to $10,000 per month. This Employment Agreement also
provided for cash bonuses of up to $175,000 conditioned upon the
receipt of specified revenues from the resource development
activities engaged in by Mr. Dutton on behalf of the Company.
Mr. Dutton also receives the use of an automobile owned by the
Company.
Ms. Chapman is compensated pursuant to a letter agreement
effective November 5, 1993 which provided for base compensation of
$100,000 per annum. Such compensation has subsequently been
increased to $110,000 per annum. Ms. Chapman also receives the
use of an automobile owned by the Company.
Mr. Peterson is compensated pursuant to a two-year Employment
Agreement effective April 11, 1994 which provided for initial base
compensation of $150,000 per annum, which, after twelve months, is
subject to adjustments at the discretion of the Chief Executive
Officer of the Company. This Employment Agreement also provided
for cash bonuses, including (i) an immediate bonus of $30,000,
which was paid in fiscal 1995; (ii) conditional annual bonuses
based on specific performance criteria; and (iii) other
performance bonuses awarded at the discretion of the Board of
Directors. Mr. Peterson also receives the use of an automobile
owned by the Company.
COMPENSATION OF DIRECTORS
Mr. Brackpool does not receive any additional compensation for
serving as a director of the Company.
Mr. Makins receives cash compensation for his services as Chairman
pursuant to a Compensation Agreement effective April 2, 1993,
which provides for base compensation of $50,000 per year, payable
quarterly in advance, plus payment for certain additional services
performed on behalf of the Company, at the rate of (i) $1,000 per
day if such services are performed within the United Kingdom, or
(ii) $1,500 per day if such services are performed outside the
United Kingdom. During the Company's 1995 fiscal year, Mr. Makins
received total cash compensation of $70,500 pursuant to this
Compensation Agreement. On May 3, 1994, Mr. Makins exercised
250,000 options and was awarded an additional 250,000 vested
options which are exercisable for five years at an exercise price
of $4.50 per share. See "Certain Relationships and Related
Transactions."
Mr. Hammond receives cash compensation for his services as a
Director pursuant to a Compensation Agreement effective April 2,
1993, which provides for compensation of $25,000 per year, payable
quarterly in advance. During the Company's 1995 fiscal year, Mr.
Hammond received total cash compensation of $25,000 pursuant to
this arrangement. On May 3, 1994, Mr. Hammond exercised 125,000
options and was awarded an additional 125,000 vested options which
are exercisable for five years at an exercise price of $4.50 per
share. See "Certain Relationships and Related Transactions."
Mr. Weinress receives cash compensation for his services as a
Director in the amount of $25,000 per year, payable quarterly in
advance commencing as of July 1, 1994. During the Company's 1995
fiscal year, Mr. Weinress received total cash compensation of
$18,750 pursuant to this arrangement. On May 3, 1994, Mr.
Weinress exercised 125,000 options and was awarded an additional
125,000 vested options which are exercisable for five years at an
exercise price of $4.50 per share. See "Certain Relationships and
Related Transactions."
The exercise prices for all such options granted to directors
reflected the trading price of the Company's Common Stock as of
the date of grant.
<TABLE>
EXECUTIVE COMPENSATION
The tables and discussion below set forth information about the
compensation awarded to, earned by, or paid to the Company's
executive officers during the fiscal years ended March 31, 1993,
1994 and 1995.
<CAPTION>
Summary Compensation Table
Annual Long-term
Compensation Compensation
------------ ------------
Name and Fiscal Stock
Principal Position Year Salary<F1> Bonus Options
------------------ ---- -------- ----- -------
<S> <C> <C> <C> <C>
Keith Brackpool 1995 $280,000 $ -0- 750,000
Chief Executive Officer 1994 202,083 50,000 500,000
1993 180,000 -0- -0-
Theodore W. Dutton<F2> 1995 $120,000 $ -0- 150,000
Vice President of Development 1994 101,666 10,000 325,000<F3>
1993 33,333 -0- -0-
David Peterson<F4> 1995 $150,000 $ 30,000 200,000<F5>
Vice President of
Agricultural Development
Susan K. Chapman<F6> 1995 $110,000 $ -0- 25,000<F7>
Chief Financial Officer 1994 40,542 -0- 100,000<F8>
and Secretary
- ----------------
<FN>
<F1> Does not include the dollar value of other annual
compensation not properly categorized as salary or bonus,
which consisted entirely during each fiscal year of
perquisites and other personal benefits aggregating less
than 10 percent of the total of annual salary reported for
each of the above named executive officers for each fiscal
year. See "Employment Arrangements".
<F2> Mr. Dutton joined the firm in December 1992. Salary
reported for fiscal 1993 represents compensation for the
period December 1992 through March 31, 1993.
<F3> 225,000 of the options granted to Mr. Dutton during
the fiscal year ended March 31, 1994 were conditional
options. 75,000 of such options have since vested.
<F4> No disclosure for the fiscal years ended March 31,
1993 and 1994 is provided for Mr. Peterson because he
joined the Company after the end of the 1994 fiscal year,
in April 1994.
<F5> 100,000 of the options granted to Mr. Peterson during
the fiscal year ended March 31, 1995 were conditional
options. 50,000 of such options have since vested.
<F6> No disclosure for the fiscal year ended March 31,
1993 is provided for Ms. Chapman because she joined
the Company after the end of the 1993 fiscal year, in
November 1993. Salary reported for fiscal 1994
represents compensation for the period November 1993
through March 31, 1994.
<F7> The 25,000 options granted to Ms. Chapman during the
fiscal year ended March 31, 1995 were conditional options,
none of which have since vested.
<F8> The 100,000 options granted to Ms. Chapman during the
fiscal year ended March 31, 1994 were conditional options,
all of which have since vested.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Percent Potential Realizable
of Total Value at Assumed
Options Annual Rates of
Granted Exercise Stock Price
to Price Appreciated
Employees Per for Option
Options in Fiscal Share Expiration Term <F6>
Granted Year ($/SH) Date ---------
Name <F1> <F7> <F4> <F5> 5% 10%
- ---- ------- ------- ----- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Keith Brackpool 750,000 40.60% $4.50 5-2-99 $932,450 $2,060,471
Theodore W. Dutton 150,000 8.01% $4.50 5-2-99 $186,490 $ 412,094
David Peterson 200,000<F2> 10.68% $4.25 4-28-99 $234,839 $ 518,934
Susan K. Chapman 25,000<F3> 1.34% $4.50 5-2-99 $ 31,082 $ 68,682
- -----------------
<FN>
<F1> All options granted to the named officers were non-
qualified options.
<F2> Of this total, 100,000 options were immediately vested,
and the vesting of the remaining 100,000 options was
conditioned upon certain criteria to be established by
the Board of Directors of the Company. In April, 1995,
50,000 of such conditional options became vested.
<F3> The vesting of such options is conditioned upon certain
criteria to be established by the Board of Directors of
the Company.
<F4> All options were granted at market value (average of
closing bid and asked prices for the Company's Common
Stock as reported by Nasdaq) at date of grant.
<F5> All options have a fixed term of five years.
<F6> Potential gains are reported net of the option exercise
price, but before taxes associated with exercise. These
amounts represent certain assumed rates of appreciation
only. Actual gains on stock option exercises are dependent
on the future performance of the Common Stock and overall
stock market conditions. The amounts reflected in this
table may not necessarily be achieved.
<F7> Also, includes options granted to directors and consultants
during the fiscal year.
</FN>
</TABLE>
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-End (#) FY-End (#)
------------- ------------
Shares <C> <C>
Acquired
on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable Unexercisable<F2>
- -------- ------------ ----------- --------------- ---------------
<S> <C> <C> <C> <C>
Keith Brackpool 500,000 $1,625,000<F1> 750,000/-0- $-0-/$-0-
Theodore W. Dutton 150,000 $ 487,500<F1> 150,000/150,000 $-0-/$454,500
David Peterson -0- $-0- 100,000/100,000 $30,000/$30,000
Susan K. Chapman -0- $-0- 100,000/25,000 $128,000/$-0-
- ----------------
<FN>
<F1> Based on the $4.50 average of the NASDAQ closing bid
and asked prices per share at date of exercise.
<F2> Based on the $4.28 average of the NASDAQ closing bid
and asked prices per share at fiscal year-end.
</FN>
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the Company's fiscal year ended March 31, 1995, all
decisions concerning executive officer compensation were made by
the Compensation Committee of the Board of Directors. The members
of such committee were Messrs. Makins, Weinress and Hammond, all
of whom are non-employee directors. Mr. Makins serves as Chairman
of the Board. See "Directors and Executive Officers."
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has furnished the following report on
executive compensation<F1>:
The Company's business plan has been designed to promote the
maximization of the long-term value of the Company's properties.
As such, the Compensation Committee believes that compensation to
the Company's executive officers should be designed to encourage
and reward management's efforts to promote the fulfillment of the
Company's business plan and position the Company for long-term
growth. Such a compensation program helps to achieve the
Company's business and financial objectives and also provides
incentives needed to attract and retain well-qualified executives
in a highly competitive marketplace. To this end, the Company has
developed a compensation program with three primary components:
base salary, performance based cash awards and long-term
incentives.
- ------------------
[FN]
<F1> This report shall not be deemed incorported by reference by any
general statement incorporating by reference this Proxy Statement
into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934, except to the extent that the
Company specifically incorporates this report by reference, and
shall not otherwise be deemed filed under such acts.
[/FN]
The Board of Directors has formed a Compensation Committee which
is responsible for reviewing and establishing the compensation
payable to the Company's executive officers, including the Chief
Executive Officer. For executive officers other than the Chief
Executive Officer, the Compensation Committee establishes
compensation levels based, in part, upon the recommendations of
the Chief Executive Officer.
BASE SALARY. An effort is made to establish base salary levels
for all executive officers so as to be competitive with the
salaries of executives of other companies with similarly sized
asset portfolios and to ensure the continued services of key
individuals. See "Employment Arrangements" for terms of all
agreements regarding executive compensation. No specific or set
formula has been used to tie base salary levels to precise
measurable factors. Adjustments to an executive officer's base
salary, once established, can be made at the discretion of the
Compensation Committee, based upon such factors as position and
responsibility, salary history and cost of living increases.
Where applicable, the Committee may also consider the particular
past performance of the officer, both in adjusting base salary
levels and in determining additional incentive compensation, such
as the cash awards and long term incentives discussed below. In
view of the relatively small number of senior Company officers,
the performance of each executive officer can be linked to the
overall performance of the Company. For compensation purposes,
the Compensation Committee does not believe that overall Company
performance can be measured as a function of short-term profits or
losses, as the Company holds its assets for long-term maximization
of values and is currently not receiving significant revenues from
operations. Rather, the Company's overall performance during any
period is more appropriately measured through a subjective
evaluation of the progress made by the Company during such period
toward the achievement of its long range business goals, taking
into account the general economic climate.
During fiscal 1995, the Company was able to place itself in a
significantly improved position for ultimate realization of its
long-range goals through progress in negotiations for the transfer
of surplus water to third parties, through additional property
acquisitions, and through additional development of its Cadiz
properties.
Subsequent to fiscal 1994 year end, the Company's Chief Executive
Officer was granted an increase in base salary from $16,666 to
$18,750 monthly, reflecting, in part, the Company's improved
performance during fiscal 1994, and, in part, the fact that two
years had elapsed since the last such adjustment. During fiscal
1995, such compensation increased to $23,333 monthly due to the
complexity of the issues which were being handled and the progress
made toward the realization of the Company's goals.
PERFORMANCE BASED CASH AWARDS. The Compensation Committee
believes that incentives should be offered to executives which are
related to improvements in Company performance that yield
increased value for stockholders. Although the Compensation
Committee relies primarily upon the grant of incentive stock
options to reward executive performance (see "Long-Term
Incentives", below), under certain circumstances, the Compensation
Committee will utilize performance based cash awards from time to
time to provide additional incentives. No such discretionary
awards were made during fiscal 1995.
Although, as discussed above, overall Company performance is not
readily measurable on an objective basis, objective criteria can
currently be applied to certain parts of the Company's development
operations. For executive officers with responsibility in these
areas (including the Company's Vice President of Development and
Vice President of Agricultural Development), the Company has
entered into compensation agreements which provide for specific
non-discretionary cash bonuses upon achieving specified goals.
See "Employment Arrangements". The Company does not use such
non-discretionary arrangements with executive officers whose
responsibilities are more general in nature, such as the Chief
Executive Officer and Chief Financial Officer.
LONG-TERM INCENTIVES. The primary form of incentive compensation
offered by the Company to executives consists of long-term
incentives in the form of stock options. This form of
compensation is intended to help retain executives and motivate
them to improve the Company's long-term performance and hence
long-term stock market performance. Stock options are granted at
the prevailing market value and will only have value if the
Company's stock price increases.
The Committee views the grant of stock options as both a reward
for past performance and an incentive for future performance.
Stock options granted by the Company may vest immediately upon
grant, or upon the achievement of certain specific performance
goals. The 750,000 options granted to the Company's Chief
Executive Officer during the 1995 fiscal year vested immediately
upon grant. However, in the case of the Company's Chief Financial
Officer, the 25,000 options granted during fiscal 1995 vest only
upon the satisfaction of subjective performance criteria. In the
case of executive officers who perform services more readily
measurable by objective criteria, a portion of the options granted
vest only upon the achievement of stated performance goals. The
Company's Vice President of Development and Vice President of
Agricultural Development have both been granted non-vested options
in this form, along with vested options.
Options granted by the Company during fiscal 1995, whether vesting
immediately or contingently, are exercisable for a period of five
years from grant. An additional 100,000 options, with similar
conditions, have been issued subsequent to the end of fiscal 1995
to an executive officer and an employee. The Board of Directors
anticipates that options may again be granted in the future when
and as the Company is able to do so, in order to provide
executives with additional long-term incentives.
THE COMPENSATION COMMITTEE
Dwight W. Makins, Chairman
Stephen D. Weinress
J.F.R. Hammond
<TABLE>
STOCK PRICE PERFORMANCE
The stock price performance graph below compares the cumulative
total return of the Company's Common Stock against the cumulative
total return of the Nasdaq US index and the Nasdaq Non-Financial
index for the past five fiscal years. The graph indicates for
each index a measurement point of March 30, 1990, and assumes a
$100 investment on such date in the Company's Common Stock and in
each index. With respect to the payment of dividends, the Company
has not paid any dividends, but the Nasdaq US index and Nasdaq
Non-Financial index assume that all dividends were reinvested.
The stock price performance graph shall not be deemed incorporated
by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of
1933 or under the Securities Exchange Act of 1934, except to the
extent that the Company specifically incorporates this graph by
reference, and shall not otherwise be deemed filed under such
acts.
<CAPTION>
STOCK PRICE PERFORMANCE GRAPH
[Performance Graph Appears Here]
Company and
Indices 3/30/90 3/28/91 3/31/92 3/31/93 3/31/94 3/31/95
- ----------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
CLCI Stock Price 100 63.415 37.805 8.780 35.122 34.693
Nasdaq US Index 100 114.205 145.600 167.278 180.592 201.297
Nasdaq Non-
Financial Index 100 118.192 147.128 158.603 174.070 190.162
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since March 31, 1994, the Company has sold a total of 50,000 shares of
stock at $4.00 per share in a private placement to Fidelity Investment
Services, whose affiliates have filed a Schedule 13D with the Securities
and Exchange Commission indicating that they hold in excess of 5 percent
of the Company's outstanding Common Stock in their capacity as discretionary
manager for a number of investment funds. See "Beneficial Ownership of
Securities."
In February 1995, L.H. Friend, Weinress & Frankson, Inc. ("L.H. Friend"),
an investment banking firm which is an affiliate of Mr. Weinress, entered
into an agreement with the Company pursuant to which L.H. Friend provided
investment banking services with respect to the development by the Company
of its water resources at its Piute property. As compensation for these
services, the Company agreed to pay to L.H. Friend a retainer fee of
$2,000 per month through July 31, 1995.
In August 1994, the Company entered into an agreement with
Prudential Securities Incorporated ("Prudential") pursuant to
which Prudential has agreed to provide the Company with financial
advisory services, including services relating to the financing of
the Company's Cadiz water project. L.H. Friend has separately
entered into an agreement with Prudential whereby Prudential will
pay to L.H. Friend 25% of any debt placement fees which it may
receive in connection with such financing, after deduction of
aggregated monthly retainer fees payable by the Company to
Prudential.
On May 3, 1994, the Company granted a total of 1,425,000 new
incentive stock options at the exercise price of $4.50 per share
(representing the fair market value as of the date of such grant)
to Messrs. Brackpool, Makins, Hammond, Weinress, Dutton and Ms.
Chapman. Concurrently with the grant of such options, the Company
received a notice of exercise from each of these individuals other
than Ms. Chapman with respect to a total of 1,150,000 previously
outstanding options. The aggregate exercise price of the options
so exercised was $1,656,250. See "Compensation of Directors" and
"Executive Compensation".
The Company was able, through this exercise of outstanding
options, to raise additional capital while concurrently increasing
management's stake in the Company's equity. Management utilized
the proceeds from these option exercises, which provided in excess
of $1.6 million in cash to the Company, to fund its capital
projects related to development of its water transfer projects,
production well development, development of further agricultural
acreage and purchase of additional acreage.
The grant by the Company of additional incentive stock options was
intended, as well, to provide compensation in a manner designed to
preserve the cash resources of the Company while providing
significant ongoing performance incentives for management
performance based upon an increase of the Company's value to its
stockholders.
The Company believes that the terms of the foregoing transactions
and all fees paid to or by any affiliated person were at least as
favorable to the Company as those which would have been paid to or
by unaffiliated third parties.
PROPOSAL 2
APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors is recommending the ratification of its
selection of Price Waterhouse LLP as the Company's independent
certified public accountants to audit the financial statements of
the Company for the 1996 fiscal year. Although ratification of
the choice of auditors is not required, the Board believes such
ratification to be in the best interests of the Company. In the
event such approval of stockholders is not received, the Board
will select another firm to audit the Company's financial
statements. Price Waterhouse LLP has advised the Company that neither
it nor any of its partners or associates has any direct or
indirect financial interest in or any connection with the Company
other than as accountants and auditors. A representative of Price
Waterhouse LLP is expected to be present and available to answer
appropriate questions at the Annual Meeting, and will be given the
opportunity to make a statement if desired.
OTHER MATTERS
The Board of Directors does not know of any other matters which
may come before the Annual Meeting. However, if any other matter
shall properly come before the Annual Meeting, the proxy holders
named in the proxy accompanying this statement will have
discretionary authority to vote all proxies in accordance with
their best judgment.
STOCKHOLDER PROPOSALS
Any stockholder who wishes to present resolutions to be included
in the proxy statement for the Company's next Annual Meeting (for
the fiscal year ending March 31, 1996) must file such resolutions
with the Company not later than May 2, 1996.
ADDITIONAL INFORMATION
This Proxy Statement is accompanied by the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1995 (the "10-K").
Exhibits to the 10-K will be made available to stockholders for a
reasonable charge upon their written request to the Company,
Attention: Ms. Susan K. Chapman, 10535 Foothill Boulevard, Suite
150, Rancho Cucamonga, California 91730.
Rancho Cucamonga, California By Order of the Board of Directors
July 27, 1995
CADIZ LAND COMPANY, INC.
10535 Foothill Boulevard, Suite 150
Rancho Cucamonga, California 91730
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned, as owner of shares of Common Stock of Cadiz Land
Company, Inc., a Delaware corporation (the "Company") hereby acknowledges
receipt of the Proxy Statement and the notice of the shareholders meeting
to be held on September 22, 1995, at 9:00 a.m. local time, at the Westwood
Marquis Hotel and Gardens, 930 Hilgard Avenue, Los Angeles, California
90024, and hereby further revokes all previous proxies and appoints Keith
Brackpool and/or Susan K. Chapman as proxy of the undersigned at said meeting
and any adjournments thereof with the same effect as if the undersigned
were present and voting the shares.
(1) For the election of the following persons as directors of
the Company to serve until the 1996 annual meeting of shareholders
or until their respective successors shall have been elected and
qualified.
Dwight W. Makins, Keith Brackpool, J.F.R. Hammond, Stephen D. Weinress
[ ] AUTHORITY GRANTED to [ ] AUTHORITY WITHHELD to
vote for all nominees vote for all nominees
listed above, except listed above.
as indicated to the
contrary below.
(INSTRUCTION: TO VOTE AGAINST ANY NOMINEE, WRITE THAT NOMINEE'S NAME IN THE
SPACE PROVIDED BELOW.)
-------------------------------------------------------------
(2) The approval and adoption of a resolution appointing Price
Waterhouse LLP as the independent Certified Public Accountant
of the Company until otherwise terminated by action of the Board
of Directors of the Company or by action of the Shareholders of the
Company.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) In their discretion upon such other matters as may properly come
before this meeting.
(Continued on the reverse side)
(Continued from other side)
THE SHARES REPRESENTED BY THIS PROXY WILL
BE VOTED AS YOU HAVE INDICATED ABOVE. IF
NO INDICATION HAS BEEN MADE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED
FOR THE ABOVE NOMINEES AND IN FAVOR OF
SUCH PROPOSALS AND AS SAID PROXY DEEMS
ADVISABLE ON SUCH OTHER PROPER BUSINESS
AS MAY COME BEFORE THE MEETING.
Dated: , 1995
------------------------
--------------------------------------
--------------------------------------
(Sign exactly as your name appears on
your share certificate.)
When signing as attorney, executor, administrator, trustee or guardian,
please give full title. If more than one trustee, all should sign. All
joint owners should sign. If a corporation, sign in full corporation name
by President or other authorized officer. If a partnership, sign in
partnership name by authorized person. Persons signing in a fiduciary
capacity should indicate their full title in such capacity.
