<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )/1/
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Cadiz Land Company, Inc.
------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
127549103
---------
(CUSIP Number)
J.D. Dell, Esq.
Lone Star Opportunity Fund, L.P.
600 North Pearl Street, Suite 1550
Dallas, Texas 75201
(214) 754-8307
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Milton B. Hyman, Esq.
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067
(310) 277-1010
September 3, 1998
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(Date of Event Which Requires Filing of This Statement)
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/1/ 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 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).
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CUSIP No. 127549103 13D Page 2 of 11 Pages
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
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CUSIP No. 127549103 13D Page 3 of 11 Pages
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<TABLE>
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Star Securities Fund, L.L.C.
- ---------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
- ---------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,830,420
PERSON WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- ---------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,830,420
- ---------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,830,420
- ---------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ---------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
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14 TYPE OF REPORTING PERSON*
OO
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CUSIP No. 127549103 13D Page 4 of 11 Pages
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<TABLE>
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lone Star Opportunity Fund, L.P.
- ---------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,830,420
PERSON WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- ---------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,830,420
- ---------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,830,420
- ---------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ---------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
- ---------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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CUSIP No. 127549103 13D Page 5 of 11 Pages
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</TABLE>
<TABLE>
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LSS Management, Inc.
- ---------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- ---------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,830,420
PERSON WITH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- ---------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,830,420
- ---------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,830,420
- ---------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- ---------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
- ---------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA; CO
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</TABLE>
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CUSIP No. 127549103 13D Page 6 of 11 Pages
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This Schedule 13D is being filed by Lone Star Securities Fund, L.L.C., Lone
Star Opportunity Fund, L.P. and LSS Management, Inc. with respect to the shares
of common stock, par value $.01 (the "Common Stock"), of Cadiz Land Company,
Inc., a Delaware corporation (the "Company").
ITEM 1. SECURITY AND ISSUER.
This statement relates to Common Stock of the Company. The principal
executive offices of the Company are located at 100 Wilshire Boulevard, Suite
1600, Santa Monica, California 90401.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c), (f) This statement is being filed jointly by Lone Star Securities
Fund, L.L.C., a Delaware limited liability company ("LS Securities"), Lone Star
Opportunity Fund, L.P., a Delaware limited partnership ("LS Opportunity"), and
LLS Management, Inc., a Delaware corporation ("LSS Management"), pursuant to
their agreement to the joint filing of this statement. LS Securities, LS
Opportunity and LSS Management are sometimes collectively referred to herein as
the "Reporting Persons." The shares of Common Stock to which this Schedule 13 D
relates are owned by LS Securities.
LS Securities is principally engaged in the business of investment in
public and private debt, equity and derivative securities. The address of LS
Securities' principal executive office and principal business is c/o Lone Star
Opportunity Fund, L.P., 600 North Pearl Street, Suite 1550, Dallas, Texas 75201.
LSS Management is the investment manager of LS Securities. LSS Management
is principally engaged in the business of serving as the investment manager for
LS Securities. LS Securities has granted to LSS Management, as investment
manager, the power to manage LS Securities' investments, subject to the
requirement that LS Opportunity, as the managing member of LS Securities,
approve all purchases and sales of securities by LSS Management for LS
Securities. The address of LSS Management's principal executive office and
principal business is 540 Madison Avenue, 32nd Floor, New York, New York 10022.
LS Opportunity is the managing member of LS Securities and the sole
stockholder of LLS Management. LS Opportunity is principally engaged in the
business of investment in real estate, debt securities secured by real estate
and other real estate-related investments. The address of LS Opportunity's
principal executive office and principal business is 600 North Pearl Street,
Suite 1550, Dallas, Texas 75201.
The sole general partner of LS Opportunity is Lone Star Partners, L.P., a
Delaware limited partnership ("LS Partners"). LS Partners is principally engaged
in the business of serving as general partner of LS Opportunity. The address of
LS Partners' principal executive office and principal business is 600 North
Pearl Street, Suite 1550, Dallas, Texas 75201.
The sole general partner of LS Partners is Lone Star Management Co., Ltd.,
a Delaware corporation ("LS Management"). LS Management is principally engaged
in the business of serving as general partner of LS Partners. The address of LS
Management's
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CUSIP No. 127549103 13D Page 7 of 11 Pages
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principal executive office and principal business is 600 North Pearl Street,
Suite 1550, Dallas, Texas 75201.
John P. Grayken is the President, sole director and sole stockholder of LS
Management and is a director of LSS Management. Mr. Grayken's principal
occupation is acting as a director and executive officer of LS Management and
Brazos GenPar, Inc., a Delaware corporation ("Brazos GenPar"). Brazos GenPar is
the general partner of the general partner of Brazos Fund, L.P. ("Brazos Fund"),
which holds investments of a type similar to those held by LS Opportunity. In
addition, Mr. Grayken is the sole beneficial owner of Hudson Advisors, L.L.C., a
Delaware limited liability company ("Hudson Advisors"), which is an asset
manager and advisor to LS Opportunity, Brazos Fund and certain other investment
entities affiliated with Mr. Grayken.
The other executive officers of LS Management include Ellis Short (Vice
President), Trey Velvin (Vice President), Mary Etta Ford (Vice President), Louis
Paletta (Vice President and Assistant Secretary) and Steven Lee (Assistant
Secretary). The other director and executive officers of LSS Management include
Mr. Short (director and Chief Executive Officer), Steven Lampe (President), Mr.
Lee (Vice President), Mr. Paletta (Vice President) and Ms. Ford (Secretary).
The principal occupation of each of Messrs. Short, Paletta and Lee and Ms. Ford
is acting as an executive officer of LS Management and performing other
executive functions for LS Partners. Mr. Velvin's principal occupation is
acting as an executive officer of Hudson Advisors. Mr. Lampe's principal
occupation is acting as an investment manager for LSS Management.
Each of the directors and executive officers of LS Management and LSS
Management described above is a citizen of the United States, except that Mr.
Grayken is a dual citizen of the United States and the Republic of Ireland. The
business address of each of the directors and executive officers of LS
Management and LSS Management described above (except Steven Lampe) is c/o Lone
Star Management Co., Ltd., 600 North Pearl Street, Suite 1550, Dallas, Texas
75201. The business address of Mr. Lampe is c/o LSS Management, Inc., 540
Madison Avenue, 32nd Floor, New York, New York 10022.
(d) and (e) During the last five years, none of the Reporting Persons nor,
to the knowledge of the Reporting Persons, any of the other persons disclosed in
response to this Item 2, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of the date hereof, the Reporting Persons beneficially own an aggregate
of 1,830,420 shares of Common Stock which were purchased at a total purchase
price of approximately $15,090,621. The purchases were financed with cash on
hand and borrowed funds pursuant to a margin loan made in the ordinary course of
business by a registered broker-dealer.
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CUSIP No. 127549103 13D Page 8 of 11 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired beneficial ownership of their shares of
Common Stock in the ordinary course of business for investment purposes and not
with the purpose of changing or influencing control of the Company. As with
other investments held by the Reporting Persons, the Reporting Persons consider
various alternatives to increase the value of their shares of Common Stock and
may from time to time consider implementing such alternatives. In this respect,
the Reporting Persons retain the right to change their investment intent, to
propose one or more possible transactions to the Board of Directors of the
Company, to acquire additional shares of Common Stock from time to time or to
sell or otherwise dispose of all or part of the shares of Common Stock
beneficially owned by them in any manner permitted by law. In the event of a
material change in the present plans or intentions of the Reporting Persons, the
Reporting Persons will amend this Schedule 13D to reflect such change.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the date hereof, the Reporting Persons beneficially own an
aggregate of 1,830,420 shares of Common Stock which represents approximately
5.5% of the outstanding shares of Common Stock of the Company. The Reporting
Persons share the voting and dispositive power with respect to such shares.
To the Reporting Persons' knowledge, none of the persons disclosed in
response to Item 2 (except for the Reporting Persons or Steven Lampe) owns any
shares of Common Stock or can vote or direct the vote of any shares of Common
Stock, nor can any such individual dispose or direct the disposition of any
shares of Common Stock. Mr. Lampe and his spouse jointly own 10,700 shares of
Common Stock, and share the voting and dispositive power with respect to such
shares. Mr. Lampe's spouse owns an additional 26,500 shares of Common Stock,
with sole voting and dispositive power with respect to such shares. The
Reporting Persons disclaim beneficial ownership of the shares of Common Stock
beneficially owned by Mr. Lampe and his spouse.
(c) Except as set forth on Schedule I and except for 10,000 shares of
Common Stock purchased by Mr. Lampe and his spouse in a joint account on August
31, 1998 and 5,000 shares of Common Stock purchased by Mr. Lampe's spouse on
August 31, 1998 (in each case at a price of $7.80 per share), none of the
Reporting Persons, nor to the Reporting Persons' knowledge any of the other
persons disclosed in response to Item 2, has effected any transaction in shares
of Common Stock during the past sixty days.
(d) No person other than the Reporting Persons is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the 1,830,420 shares of Common Stock beneficially owned by the
Reporting Persons.
(e) Not applicable.
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CUSIP No. 127549103 13D Page 9 of 11 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than as described in this statement, none of the Reporting Persons
has any contracts, arrangements, understandings or relationships with any person
with respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Joint Filing Agreement dated as of September 14, 1998.
SCHEDULE I
TRANSACTIONS IN THE COMMON STOCK
Set forth below are the transactions in the shares of Common Stock that
were effected during the past sixty days by LS Securities through various
registered broker-dealers.
Date Number of Shares Price Per Share
---- ---------------- ---------------
8/26/98 70,200 $9.55
8/27/98 116,000 $9.32
8/28/98 223,200 $8.93
8/31/98 207,500 $7.87
9/3/98 159,000 $7.90
9/4/98 32,500 $7.95
9/8/98 23,400 $8.04
9/9/98 3,000 $8.13
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CUSIP No. 127549103 13D Page 10 of 11 Pages
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SIGNATURE AND AGREEMENT
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. The undersigned signatories hereby agree that the
foregoing statement is filed on behalf of each of them.
Dated: September 14, 1998
LONE STAR SECURITIES FUND, L.L.C.
By: Lone Star Opportunity Fund, L.P.
Managing Member
By: Lone Star Partners, L.P.
General Partner
By: Lone Star Management Co., Ltd.
General Partner
By: /s/ Mary Etta Ford
---------------------------------
Mary Etta Ford, Vice President
LONE STAR OPPORTUNITY FUND, L.P.
By: Lone Star Partners, L.P.
General Partner
By: Lone Star Management Co., Ltd.
General Partner
By: /s/ Mary Etta Ford
---------------------------------
Mary Etta Ford, Vice President
LSS MANAGEMENT, INC.
By: /s/ Mary Etta Ford
-------------------------------------
Mary Etta Ford, Secretary
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CUSIP No. 127549103 13D Page 11 of 11 Pages
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AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, each of the persons named below agrees to the joint filing on behalf
of each of them of a Statement on Schedule 13D (including amendments thereto)
with respect to the common stock, par value $.01 per share, of Cadiz Land
Company, Inc., a Delaware corporation, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings provided that, as
contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the
completeness or accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe that such
information is inaccurate.
Dated: As of September 14, 1998
LONE STAR SECURITIES FUND, L.L.C.
By: Lone Star Opportunity Fund, L.P.
Managing Member
By: Lone Star Partners, L.P.
General Partner
By: Lone Star Management Co., Ltd.
General Partner
By: /s/ Mary Etta Ford
---------------------------------
Mary Etta Ford, Vice President
LONE STAR OPPORTUNITY FUND, L.P.
By: Lone Star Partners, L.P.
General Partner
By: Lone Star Management Co., Ltd.
General Partner
By: /s/ Mary Etta Ford
---------------------------------
Mary Etta Ford, Vice President
LSS MANAGEMENT, INC.
By: /s/ Mary Etta Ford
-------------------------------------
Mary Etta Ford, Secretary
