UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Cadiz Land Company, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
127549103
(CUSIP Number)
Howard J. Unterberger, Miller & Holguin, 1801 Century Park East,
Seventh Floor, Los Angeles, California 90067, (310) 556-1990
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 21, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box.________
Check the following box if a fee is being paid with the statement_____.
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).<PAGE>
Cusip # 127549103
Item 1: Name of reporting person: Keith Brackpool (SSN ###-##-####)
Item 4: 00
Item 6: United Kingdom
Item 7: 1,063,893 (1)
Item 8: None
Item 9: 1,063,893 (1)
Item 10: None
Item 11: 1,063,893 (1)
Item 13: 4.5%
Item 14: IN
(1) Includes immediately exercisable options for the purchase
of 750,000 shares and options for the purchase of 125,000
shares which will become exercisable on March 13, 1997.
Does not include options for the purchase of 125,000 shares
that will become exercisable at such time, if ever, that
the bid price of the Issuer's Common Stock closes at $9.00
per share or higher for five consecutive trading days, but
in no event before March 13, 1997.
<PAGE>
This Amendment No. 3 amends an initial filing dated May 3,
1994 (the "Initial Filing") as amended by Amendment No. 1 dated
May 17, 1994 ("Amendment No. 1), as further amended by Amendment
No. 2 dated November 18, 1994 ("Amendment No. 2). This
Amendment No. 3 is filed in order to report, among other things,
the exercise by Henry Ansbacher & Co. Limited ("Ansbacher") of
a Warrant, described in Amendment No. 2, which was granted by
the Reporting Person to Ansbacher in 1994 for the purchase of
190,000 shares of the Issuer's common stock from the personal
holdings of the Reporting Person.
Item 1. SECURITY AND ISSUER
This statement relates to the common stock, $0.01 par
value, of Cadiz Land Company, Inc., a Delaware corporation (the
"Issuer"). The address of the Issuer's principal executive
office is 10535 Foothill Blvd., Suite 150, Rancho Cucamonga,
California 91730.
Item 2. IDENTITY AND BACKGROUND
The person filing this statement is Mr. Keith Brackpool
(the "Reporting Person"), an individual whose business address
is 1330 Parkview Avenue, Manhattan Beach, California 90066.
The Reporting Person is currently employed as Chief
Executive Officer of the Issuer.
During the past five years the Reporting Person has not (a)
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors), or (b) been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
The Reporting Person is a United Kingdom citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable.
Item 4. PURPOSE OF TRANSACTION
See Item 5(c). The Reporting Person has no present plans
or proposals which relate to or would result in any of the
actions referred to in clauses (a) through (j) of Item 4 of
Schedule 13D. However, the Reporting Person will continue to
evaluate opportunities to acquire additional equity securities
of the Issuer, including open market purchases at times when
insiders are permitted to engage in transactions involving
securities of the Issuer, which may result in an increase in
the Reporting Person's beneficial ownership of the Issuer's
common stock to in excess of five percent.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The responses to Items 7 through 13 of the
cover page of this Schedule 13D are hereby incorporated by
reference.
(c) On January 21, 1997, Henry Ansbacher & Co.
Limited, a United Kingdom merchant bank ("Ansbacher") exercised
an outstanding warrant (the "Warrant") to purchase 190,000
shares of the common stock of the Issuer from the Reporting
Person. As disclosed in Amendment No. 2, the Warrant, which
allowed Ansbacher to purchase a maximum of 190,000 shares of the
Issuer's common stock from the Reporting Person at an exercise
price of $4.50 per share, had been issued by the Reporting
Person to Ansbacher in 1994 pursuant to the Reporting Person's
personal (i.e. non-Issuer related) loan arrangements with
Ansbacher. Concurrently with the exercise of the Warrant, and
also in connection with the Reporting Person's loan arrangements
with Ansbacher, the Reporting Person transferred to Ansbacher
an additional 64,902 shares of the common stock of the Issuer
(which additional shares represented less than 5% of the
Reporting Person's total beneficial ownership interest in the
Issuer's common stock). The total of 254,902 shares so
transferred to Ansbacher constituted $1.3 million of the total
consideration delivered by the Reporting Person to Ansbacher
pursuant to an agreement whereby the Reporting Person paid
Ansbacher the sum of $3.3 million in full satisfaction of the
Reporting Person's personal obligations to, and agreements with,
Ansbacher. The $2 million balance was paid by the Reporting
Person to Ansbacher in cash.
Other than as described herein, there were no additional
transactions in any class of securities of the Issuer effected
during the past 60 days by the Reporting Person.
(d) Not Applicable.
(e) As the shares of the Issuer's common stock underlying
the Warrant were deemed to be beneficially owned by the
Reporting Person until exercise of the Warrant on January 21,
1997, effective as of that date the beneficial ownership of the
Reporting Person in the Issuer's common stock was reduced to
less than five percent. However, the Reporting Person will
continue to evaluate opportunities to acquire additional equity
securities of the Issuer, including open market purchases at times
when insiders are permitted to engage in transactions involving
securities of the Issuer, which may result in an increase in the
Reporting Person's beneficial ownership of the Issuer's common
stock to in excess of five percent. See Item 4.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
1. Memorandum of Closing Agreement dated January 17, 1997
by and between Ansbacher and the Reporting Person.
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.
Dated: February 10, 1997
/s/ Keith Brackpool
--------------------
Keith Brackpool
EXHIBIT 1
-----------
THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) WITHOUT
REGISTRATION UNDER THE ACT, UNLESS AN EXEMPTION FROM REGISTRATION IS
AVAILABLE.
MEMORANDUM OF CLOSING AGREEMENT
THIS MEMORANDUM OF CLOSING AGREEMENT ("Agreement") is made as of
January 17, 1997 by and between HENRY ANSBACHER & CO. LIMITED ("Ansbacher"),
and KEITH BRACKPOOL ("Brackpool"), with reference to the following facts:
A. Ansbacher, as lender, and Brackpool, as borrower, are parties to
that certain Loan and Loan Restructuring Agreement dated as of October 18,
1994, as amended on July 19, 1995, together with the associated instruments,
documents and agreements referred to therein (collectively the "Loan
Agreement").
B. Ansbacher wishes to accept from Brackpool, and Brackpool wishes
to deliver to Ansbacher, as payment in full of all amounts owed by Brackpool
under the Loan Agreement, the sum of $3,300,000 (US), plus 20,000 British
Pounds (or the U.S. Dollar equivalent), such amount to be payable by way of
cash plus shares of common stock of Cadiz Land Company, Inc. ("Cadiz"), as
more particularly set forth below.
C. Concurrently with or immediately following Ansbacher's receipt of
the funds and stock described in Recital B above, Ansbacher agrees to
relinquish its interest in all collateral taken by it in connection with the
Loan Agreement, as more particularly set forth below.
D. Defined terms used herein shall have the meanings set forth in
the Loan Agreement unless otherwise provided herein.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which the parties acknowledge, the parties agree as follows:
1. GENERAL. Ansbacher agrees to accept from Brackpool, and
Brackpool agrees to deliver to Ansbacher, as payment in full of all amounts
owed to Ansbacher by Brackpool under the Loan Agreement, the sum of
$3,300,000 (US), plus 20,000 British Pounds (or the U.S. Dollar equivalent),
such amount to be payable on or before January 17, 1997 as follows: (i)
$2,000,000 (US) in cash; (ii) 190,000 shares of Cadiz common stock, to be
acquired via the exercise in full of that certain Warrant by and between
Brackpool and Ansbacher dated October 6, 1994 (the "Warrant Stock"); and
(iii) 64,902 shares of Cadiz stock, to be transferred directly by Brackpool
to Ansbacher (the "Direct Stock"). The Warrant Stock and the Direct Stock
are sometimes collectively referred to herein as the "Securities".
2. REGISTRATION RIGHTS AGREEMENT. Concurrently with the full
execution of this Agreement, Cadiz shall deliver to Ansbacher the
Registration Rights Agreement dated as of the date hereof, executed on behalf
of Cadiz. Within five (5) business days following the full execution of this
Agreement, Ansbacher shall cause to be delivered to Cadiz the Registration
Rights Agreement executed on behalf of Ansbacher.
3. ANSBACHER RELEASE OF COLLATERAL. As soon as reasonably possible
following Ansbacher's receipt of the funds and stock described in Section 1
above, but in no event later than five (5) business days following
Ansbacher's receipt of the cash and Warrant Stock and Direct Stock, Ansbacher
shall take all necessary and appropriate action to release its security
interest in all collateral held by it under the Loan Documents.
4. ANSBACHER'S REPRESENTATIONS AND WARRANTIES. Ansbacher
represents, warrants and certifies to Brackpool as follows:
4.1. Ansbacher is an Offshore Purchaser. The term "Offshore
Purchaser" means:
4.1.1. A person who was outside the United States at the
time the offer to transfer the Securities was made to such person; and
4.1.2. A person who was outside the United States at the
time such person subscribed for or otherwise agreed to acquire the
Securities, including the times when Ansbacher executed and delivered this
Agreement and cancelled the indebtedness in consideration for the Securities.
In this Agreement, "United States" means the United States of
America, its territories and possessions, any State of the United States, and
the District of Columbia.
Notwithstanding the foregoing definition of "Offshore Purchaser,"
the term "Offshore Purchaser": (i) shall not include any person who acquires
the Securities for the account or benefit of any specifically targeted,
identifiable group of U.S. citizens abroad, such as members of the U.S. armed
forces serving overseas; but (ii) shall include persons excluded from the
definition of "U.S. Person" pursuant to Section 4.2.6 below or persons
holding accounts excluded from the definition of "U.S. Person" pursuant to
Section 4.1 above, solely in their capacities as holders of such accounts.
4.2. The undersigned is not a U.S. Person and is not acquiring
the Securities for the account or benefit of any U.S. Person. The term "U.S.
Person" means:
4.2.1. Any natural person resident in the United States;
4.2.2. Any partnership or corporation organized or
incorporated under the laws of the United States;
4.2.3. Any estate of which any executor or administrator
is a U.S. Person;
4.2.4. Any trust of which any trustee is a U.S. Person;
4.2.5. Any agency or branch of a foreign entity located in
the United States;
4.2.6. Any non-discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary for the
benefit or account of a U.S. Person;
4.2.7. Any discretionary account or similar account (other
than an estate or trust) held by a dealer or other fiduciary organized,
incorporated, or (if an individual) resident in the United States; and
4.2.8. Any partnership or corporation if:
(1) organized or incorporated under the laws of any
foreign jurisdiction; and
(2) formed by a U.S. Person principally for the
purpose of investing in securities not registered under the Act, unless
it is organized or incorporated, and owned, by accredited investors (as
defined in Rule 501(a) under the Act), who are not natural persons,
estates or trusts.
Notwithstanding the foregoing definition of "U.S. Person":
A. Any discretionary account or similar account (other than an
estate or trust) held for the benefit or account of a non-U.S. Person by a
dealer or other professional fiduciary organized, incorporated, or (if an
individual) resident in the United States shall not be deemed a U.S. Person.
B. Any estate of which any professional fiduciary acting as executor
or administrator is a U.S. Person shall not be deemed a U.S. person if:
(1) An executor or administrator of the estate who is not a
U.S. Person has sole or shared investment discretion with respect to
the assets of the estate; and
(2) The estate is governed by foreign law.
C. Any trust of which any professional fiduciary acting as trustee
is a U.S. Person shall not be deemed a U.S. Person if a trustee who is not a
U.S. Person has sole or shared investment discretion with respect to the
trust assets, and no beneficiary of the trust (and no settlor if the trust is
revocable) is a U.S. Person.
D. An employee benefit plan established and administered in
accordance with the law of a country other than the United States and
customary practices and documentation of such country shall not be deemed a
U.S. Person.
E. Any agency or branch of a U.S. Person located outside the United
States shall not be deemed a U.S. Person if:
(1) The agency or branch operates for valid business reasons;
and
(2) The agency or branch is engaged in the business of
insurance or banking and is subject to substantive insurance or banking
regulation, respectively, in the jurisdiction where located.
F. The International Monetary Fund, the International Bank for
Reconstruction and Development, the Inter-American Development Bank, the
Asian Development Bank, the African Development Bank, the United Nations, and
their agencies, affiliates and pension plans, and any other similar
international organizations, their agencies, affiliates and pension plans
shall not be deemed U.S. Persons.
4.3. Ansbacher has been advised that the sale of the Securities
to it has not been registered under the Act or registered or qualified under
state securities laws, and that the Securities may not be offered or sold in
the United States or to U.S. Persons unless the Securities are registered
under the Act or an exemption from the registration requirements of the Act
is available. Ansbacher acknowledges that no representation, warranty or
guaranty, express or implied, has been given to it by any officer, director,
agent, or employee of, legal counsel to, or any other person connected with,
Cadiz or Brackpool regarding the availability at any time of an exemption
from registration under the Act for any offer, sale or other transfer or
disposition of the Securities by Ansbacher; and Ansbacher further understands
and agrees that the availability of any such exemption from registration must
be determined solely by Ansbacher and Ansbacher's own legal counsel based on
the particular facts and circumstances existing at the time of the proposed
transaction. Ansbacher understands the conditions of the exemption from
registration afforded by Section 4(1) of the Act and acknowledges that there
can be no assurance that Ansbacher will be able to rely upon such exemption
for resale of the Securities.
4.4. Ansbacher consents that the certificates representing the
Direct Stock to be issued to it may be impressed with a legend indicating
that the Direct Stock is not registered under the Act and reciting that
transfer thereof is restricted, substantially in the following form:
"The Securities covered hereby have not been registered under the
United States Securities Act of 1933, as amended (the "Act"), and may
not be offered or sold except in accordance with Regulation S under the
Act or pursuant to registration under, or an exemption from the
registration requirements of, the Act, as evidenced by an opinion of
counsel satisfactory to Cadiz Land Company, Inc."
5. COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement and any and
all amendments to it may be executed in counterparts, each of which shall be
deemed to be an original, and all of which together shall constitute the same
Agreement. Either party may execute this Agreement and transmit its
signature to the other party by facsimile machine, and in such event this
Agreement shall be fully binding on the party transmitting such facsimilied
signature.
6. FURTHER ASSURANCES. Each of the parties hereto shall execute and
deliver any and all additional papers, documents, and other assurances, and
shall do any and all acts and things reasonably necessary in connection with
the performance of their obligations hereunder and to carry out the intent of
the parties hereto.
7. CONFLICTS. This Memorandum of Closing Agreement has been entered
into by the parties solely in order to reiterate the terms and conditions
upon which the Warrant Stock and the Direct Stock shall be transferred by
Brackpool to Ansbacher pursuant to that certain Closing Agreement by and
between Ansbacher and Brackpool of even date herewith (the "Closing
Agreement"). Any provision of this Memorandum of Closing Agreement to the
contrary notwithstanding, this Memorandum of Closing Agreement shall not in
any manner alter the rights and obligations of the parties as set forth
in the Closing Agreement, or create any additional rights or obligations,
and, in the event of any actual or potential conflict between the Closing
Agreement and this Memorandum of Closing Agreement, the terms and conditions
of the Closing Agreement shall prevail.
IN WITNESS WHEREOF, this Agreement is made as of the date first written
above.
ANSBACHER & CO. LIMITED
/s/ Keith Brackpool
- -------------------------
KEITH BRACKPOOL
By:______________________________
Title:_____________________________
By:________________________________
Title:_____________________________
