As filed with the Securities and Exchange Commission on October 25, 1995
Registration No. 33-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
CADIZ LAND COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0313235
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
10535 Foothill Boulevard, Suite 150
Rancho Cucamonga, California 91730
(Address of principal executive offices)
Keith Brackpool
10535 Foothill Boulevard, Suite 150
Rancho Cucamonga, California 91730
(Name and address of agent for service)
(909) 980-2738
(Telephone number, including area code, of agent for service)
--------------------
Copies of communications to:
HOWARD J. UNTERBERGER, ESQ.
J. BRAD WIGGINS, ESQ.
Miller & Holguin
1801 Century Park East, Seventh Floor
Los Angeles, California 90067
(310) 556-1990
--------------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement
CALCULATION OF REGISTRATION FEE
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Title Of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
To Be to Be Offering Price Offering Registration
Registered Registered(1) Per Unit (2) Price (2) Fee (3)
- ------------------------------------------------------------------------------
Common Stock,
$.01 par value 27,778 shares $4.94 $137,223.32 $100
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(1) All of such shares (the "Shares"), which are offered for resale by the
Selling Shareholder hereunder, were acquired by the Selling Shareholder
pursuant to an employee benefit plan of the Registrant, as defined in
Rule 405 under the Securities Act of 1933, as amended, (the "Securities
Act").
(2) Pursuant to Rule 457(c) under the Securities Act, the offering price has
been computed as the average of the high and low prices of the
Registrant's Common Stock reported on October 19, 1995.
(3) The $100 minimum fee prescribed by Section 6(b) of the Act applies to
this offering.
- -----------------------------------------------------------------------------
PART I
EXPLANATORY NOTE
----------------
Pursuant to General Instruction C of Form S-8, this Registration Statement
contains a prospectus meeting the requirements of Part I of Form S-3
relating to the reoffering of the Shares, which are restricted securities
that were acquired by the Selling Shareholder (who is not an affiliate of
the Company) pursuant to options under an employee benefit plan, as defined
in Rule 405 under the Securities Act of 1933, as amended.<PAGE>
Prospectus
CADIZ LAND COMPANY, INC.
27,778 Shares of Common Stock, no par value
This Prospectus relates to 27,778 shares (the "Shares") of common
stock, $.01 par value (the "Common Stock") of Cadiz Land Company,
Inc. (the "Company"), and has been prepared for use upon the
resale of the Shares by a shareholder of the Company (the
"Selling Shareholder") who had previously acquired such Shares
upon exercise of options granted at the time the Selling
Shareholder was an employee of the Company. It is anticipated
that the Shares will be offered by the Selling Shareholder for
resale at prevailing market prices on the date of sale to or
through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions
from the Selling Shareholder and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they
sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
(See "Selling Shareholder" and "Plan of Distribution.")
None of the proceeds from the sale of the Shares by the Selling
Shareholder will be received by the Company. The Company has agreed
to bear all expenses (other than selling commissions and fees and
expenses of counsel and other advisers to the Selling Shareholder)
in connection with the registration and sale of the Shares being
offered by the Selling Shareholder.
The Shares of Common Stock of the Company are traded in the
over-the-counter market on the Nasdaq National Market System
("NMS"). On October 23, 1995, the closing price of the Common
Stock as reported on the NMS was $5.00 per share.
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES SIGNIFICANT RISKS.
SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------------------
The date of this Prospectus is October 25, 1995.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY, THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
AVAILABLE INFORMATION
---------------------
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and
in accordance therewith files reports and other information
with the Securities and Exchange Commission (the
"Commission"). Such reports and other information may be
inspected and copied at the public reference facilities of
the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549; and at the regional offices of the Commission at
Seven World Trade Center, New York, New York 10048; and at
500 West Madison Street, Chicago, Illinois 60661. Copies of
said material can also be obtained at the prescribed rates
from the Public Reference Section of the Commission, 450
Fifth Street, NW, Washington, D.C. 20549.
The Common Stock is listed for trading on the NASDAQ
National Market System and copies of the aforementioned
materials may be inspected at the office of the National
Association of Securities Dealers, Inc., at 1735 K Street,
N.W., Washington, D.C. 20006.
This Prospectus is part of a Registration Statement filed
and effective under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain
all the information set forth in the Registration Statement,
certain portions of which have been omitted pursuant to the
Securities Act. The statements in this Prospectus as to the
contents of any agreement or other document of which a copy
is filed as an exhibit to either the Registration Statement
or other filings by the Company with the Commission are
qualified in their entirety by reference thereto.
The Company's principal executive offices are located at
10535 Foothill Boulevard, Suite 150, Rancho Cucamonga,
California 91730, and its telephone number is (909) 980-2738.
CADIZ LAND COMPANY, INC.
TABLE OF CONTENTS
-----------------
Page
----
Incorporation of Certain Documents by Reference 4
Risk Factors 5
Selling Shareholder 6
Plan of Distribution 7
Use of Proceeds 7
Experts 7
Indemnification 8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
The following documents containing information about the Company have
been filed with the Securities and Exchange Commission (the "Commission")
and are hereby incorporated in this Prospectus by reference:
(a) The Company's annual report on Form 10-K for the
fiscal year ended March 31, 1995.
(b) The Company's quarterly report on Form 10-Q for
the quarter ended June 30, 1995.
(c) The Company's report on Form 8-K dated May 1, 1995.
(d) The description of the Company's class of Common
Stock which is registered under Section 12 of the
Exchange Act, which description is set forth in
Item 1 of the registration statement on Form 8-A
filed under the Exchange Act on May 8, 1984, and
updated in reports on Form 8-K dated May 9, 1988
and May 6, 1992.
In addition, all documents subsequently filed with the Commission
by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering registered hereby shall
be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by
reference herein modifies, supersedes or replaces such statement.
Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of
this Prospectus.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus is delivered,
including any beneficial owner, upon their written or oral
request, a copy of any or all of the documents incorporated
in this Prospectus by reference as described above (except
for those exhibits incorporated by reference into the text
of such documents). Requests should be directed to Susan K.
Chapman, Chief Financial Officer, Cadiz Land Company, Inc.,
10535 Foothill Boulevard, Suite 150, Rancho Cucamonga,
California 91730, telephone (909) 980-2738.
RISK FACTORS
------------
An investment in the Shares is highly speculative, involves
significant risks and should be considered only by persons who
can afford the loss of their entire investment. The following
factors, as well as those discussed in the documents incorporated
by reference herein, should be carefully considered in evaluating
the Company and its business before purchasing Shares.
(a) HISTORICAL OPERATING LOSSES AND ACCUMULATED
DEFICITS - The Company has a history of operating
losses and accumulated deficits. See Item 6 -
"Summary of Selected Financial Data" and Item 7 -
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the
Company's annual report on Form 10-K for the fiscal
year ended March 31, 1995, which document is
incorporated herein by reference (the "1995 10-K").
(b) ANTICIPATED CONTINUED OPERATING LOSSES AND POSSIBLE
NEED FOR FUTURE FINANCING - The Company anticipates
that it will continue to incur operating losses in
the immediate future. As a result, the Company may
need to arrange additional financing in order to
meet its operational requirements during this
period. See Item 7 - "Management's Discussion and
Analysis of Financial Condition and Results of
Operations" in the 1995 10-K.
(c) UNCERTAINTIES ASSOCIATED WITH THE DEVELOPMENT OF
WATER RESOURCES - In addition to the risk of delays
associated with receiving all necessary regulatory
approvals and permits, the Company may also
encounter unforseen technical difficulties which
could result in construction delays and cost
increases. The Company is currently negotiating
contractual terms for agreements which will be
entered into with various public agencies
participating in the Company's water transfer
project at Cadiz. As with any negotiation, the
outcome is unable to be predicted. Furthermore,
the Company has no experience to date in the
commercial production and delivery of water in
large amounts on a long-term basis. There is,
therefore, a limited historical basis on which to
evaluate future performance of the Company's
proposed operations in this area.
(d) RISKS INHERENT IN AGRICULTURAL OPERATIONS - The
Company is subject to risks associated with its
agricultural development operations. See Item 1(c)
- "Narrative Description of Business - Agricultural
Development" in the 1995 10-K.
(e) RAIL-CYCLE - A proposal is currently before the San
Bernardino County Board of Supervisors (the "Board of
Supervisors") for approval of a waste landfill project
(the Rail-Cycle Project") at a site located approximately
one mile from the western border of the Cadiz property.
The Company has vigorously opposed the Rail Cycle Project
on a number of grounds, and contends that the project, as
currently designed, poses environmental risks both to the
Company's agricultural operations at Cadiz and to the
groundwater basin underlying the Cadiz property.
In addition, the Company joined a local coalition which
garnered enough support to place a county-wide initiative
on the ballot at the next general election to be held
March 26, 1996. This initiative, if approved, would
require that no large solid waste landfill shall overlie
or be located within ten miles from the point of extraction
of a significant water resource, unless such a facility
had been fully permitted, constructed or operational as
of March 14, 1995. Furthermore, the Board of Supervisors,
have tentatively decided to require a business license
tax to be levied against the Rail-Cycle project which,
prior to adoption, must be approved by a majority vote
of the general electorate of the County. No assurances
can be made as to the outcome of the Board of Supervisors'
final decision or to the results of the general election.
(f) REGULATION AND REGULATORY APPROVALS - Certain areas
of the Company's operations are subject to varying
degrees of federal, state and local laws and
regulations. See Item 1(c) - "Narrative
Description of Business - Regulation" in the 1995
10-K.
(g) COMPETITION - The Company faces competition for the
acquisition, development and sale of its properties
from a number of competitors, some of which have
significantly greater resources than the Company.
See Item 1(c) - "Narrative Description of Business
- Competition" in the 1995 10-K.
SELLING SHAREHOLDER
--------------------
The following table shows the name of the Selling Shareholder
and the number of Shares being offered by the Selling Shareholder,
which constitute all of the Shares held of record by the Selling
Shareholder. After completion of the offering, assuming all of
the Shares being offered are sold, the Selling Shareholder will
not own any shares of Common Stock.
Selling Number of
Shareholder Shares Offered
----------- --------------
R. Dan Ewell 27,778
The Selling Shareholder has not held any position, office or other
material relationship within the past three years with the Company
or any of its affiliates.
PLAN OF DISTRIBUTION
--------------------
The Shares offered hereby are being offered directly by the Selling
Shareholder for his own account. No underwriter is being utilized
in connection with this offering.
The sale of the Shares may be effected by the Selling Shareholder from
time to time in transactions in the over-the-counter market, through the
NMS, in negotiated transactions, or a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. The Selling
Shareholder may effect such transactions by selling the Shares to or
through broker-dealers, and such broker-dealers may receive compensation
in the form of discounts, concessions or commissions from the Selling
Shareholder and/or the purchasers of the Shares from whom such
broker-dealers may act as agents or to whom they sell as principals,
or both (which compensation as to a particular broker-dealer might be
in excess of customary commissions).
There can be no assurance that the Selling Shareholder will sell any or
all of the Shares offered hereunder.
USE OF PROCEEDS
---------------
The Company will not realize any proceeds upon the sale of the Shares by
the Selling Shareholder.
EXPERTS
-------
The financial statements of the Company appearing in the Company's annual
report on Form 10-K for the fiscal year ended March 31, 1995, have been
audited by Price Waterhouse LLP, independent accountants, as set forth in
their report thereon included therein and incorporated herein by
reference. Such financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of
said firm as experts in auditing and accounting.
INDEMNIFICATION
---------------
Section 145 of the Delaware General Corporation Law permits the Company's
Board of Directors to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which
such person is made a party by reason of his being or having been a
director, officer, employee or agent of the Company, in terms sufficiently
broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising
under the Securities Act. The statute provides that indemnification
pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
The Company's Bylaws provide for mandatory indemnification of directors and
officers of the Company, and those serving at the request of the Company as
directors, officers, employees, or agents of other entities (collectively,
"Agents"), to the maximum extent permitted by law. The Bylaws provide that
such indemnification shall be a contract right between each Agent and the
Company.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.
-END-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's annual report on Form 10-K for the
fiscal year ended March 31, 1995.
(b) The Registrant's quarterly report on Form 10-Q for the
quarter ended June 30, 1995.
(c) The Registrant's report on Form 8-K dated May 1, 1995.
(d) The description of the Registrant's class of Common
Stock which is registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which description is set forth in Item
1 of the registration statement on Form 8-A filed under
the Exchange Act on May 8, 1984, and updated in reports
on Form 8-K dated May 9, 1988 and May 6, 1992.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be part thereof
from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The consolidated financial statements and schedules of the
Registrant included in this Registration Statement have been
included in reliance upon the report of Price Waterhouse,
independent accountants, and upon the authority of that
firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law permits the
Registrant's Board of Directors to indemnify any person against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or proceeding in
which such person is made a party by reason of his being or having been
a director, officer, employee or agent of the Registrant, in terms
sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The statute provides that
indemnification pursuant to its provisions is not exclusive of other
rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
The Registrant's Bylaws provide for mandatory indemnification of
directors and officers of the Registrant, and those serving at the
request of the Registrant as directors, officers, employees, or agents
of other entities (collectively, "Agents"), to the maximum extent
permitted by law. The Bylaws provide that such indemnification shall
be a contract right between each Agent and the Registrant.
Item 7. Exemption from Registration Claimed.
-----------------------------------
The Company offered and sold the Shares to the Selling Shareholder
pursuant to employee benefit plan options (the "Options") which the
Company granted to the Selling Shareholder in August 1987 when he
was an employee of the Company. The Selling Shareholder exercised
the Options in June 1994. The Company believes that the offer
and sale of the Shares were exempt from registration under the
Securities Act by virtue of Section 4(2) thereof as a transaction
not involving any public offering. When exercising the Options,
the Selling Shareholder represented that he was purchasing for
investment, without intent to distribute the Shares; the Company
had reason to believe that the Selling Shareholder was qualified
as a sophisticated investor and had been given sufficient access
to information about the Company; and the Shares were issued
subject to a legend condition.
Item 8. Exhibits.
--------
The following documents are filed or incorporated by reference as part
of this Registration Statement:
4.1 Specimen Form of Stock Certificate(1)
10.1 Option Agreement dated April 20, 1995 between Registrant and
David Peterson(2)
23.1 Consent of Price Waterhouse LLP(3)
- -------------------------
(1) Previously filed as Exhibit to the Registrant's Report on Form 8-K
dated May 6, 1992, and incorporated herein by reference.
(2) Previously filed as Exhibit to the Registrant's Form S-8 Registration
Statement No. 33-63065 filed on September 29, 1995, and incorporated
herein by reference.
(3) Filed herewith.
Item 9. Undertakings.
------------
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration
statement to include any financial statements
required by Rule 3-19 of Regulation S-X at the
start of any delayed offering or throughout a
continuous offering. Financial statements and
information otherwise required by Section 10(a)(3)
of the Securities Act need not be furnished, provided
that the registrant includes in the prospectus,
by means of a post-effective amendment, financial
statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure
that all other information in the prospectus is
at least as current as the date of those financial
statements. Notwithstanding the foregoing,
with respect to registration statements on Form
F-3, a post-effective amendment need not be filed
to include financial statements and information
required by Section 10(a)(3) of the Securities
Act or Rule 3-19 of Regulation S-X if such
financial statements and information are contained
in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Form F-3.
(b) That, for purposes of determining any liability under the
the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement
relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person
in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question
whether such indemnification by it is against public
policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rancho Cucamonga, State of California, on the
25th day of October, 1995.
CADIZ LAND COMPANY, INC.
By: /s/ Keith Brackpool
------------------------
Keith Brackpool
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Dwight W. Makins Chairman of the Board October 25, 1995
- ------------------------ and Director
Dwight W. Makins
/s/ Keith Brackpool Chief Executive Officer October 25, 1995
- ------------------------ and Director
Keith Brackpool (Principal Executive
Officer)
/s/ J.F.R. Hammond Director October 25, 1995
- ------------------------
J.F.R. Hammond
/s/ Stephen D. Weinress Director October 25, 1995
- ------------------------
Stephen D. Weinress
/s/ Susan K. Chapman Chief Financial Officer October 25, 1995
- ------------------------ and Secretary
Susan K. Chapman (Principal Financial
and Accounting Officer)
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
------- -------
23.1 Consent of Price Waterhouse LLP
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Cadiz Land Company, Inc. of our report dated
June 9, 1995 appearing with the Consolidated Financial Statements
included in the Form 10-K for the year ended March 31, 1995. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 48 of such Annual Report on
Form 10-K.
/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
PRICE WATERHOUSE LLP
Los Angles, California
October 25, 1995
