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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
|X| AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
|_| AMENDMENT TO TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period
from ___________ to __________
Commission file number 1-10153
HOMEFED CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 33-0304982
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1903 Wright Place, Suite 220, Carlsbad, California 92008
(Address of principal executive offices) (Zip Code)
(760) 918-8200
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. On May 13, 1999,
there were 10,000,000 outstanding shares of the Registrant's Common Stock, par
value $.01 per share.
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gp0j04
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
HOMEFED CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Dollars in thousands, except par value)
----------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
---- ----
(Unaudited)
<S> <C> <C>
ASSETS
Land and real estate held for development.......................................... $ 23,090 $ 4,636
Cash and cash equivalents.......................................................... 4,015 3,120
Restricted cash.................................................................... 1,320 1,127
Investment in Otay Land Company, LLC............................................... - 10,125
Other investments.................................................................. - 79
Deposits and other asset........................................................... 247 164
-------------- --------------
TOTAL.............................................................................. $ 28,672 $ 19,251
============== ==============
LIABILITIES
Note payable to Leucadia Financial Corporation..................................... $ 20,320 $ 19,736
Accounts payables and accrued liabilities.......................................... 1,051 802
-------------- --------------
Total liabilities................................................................ 21,371 20,538
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MINORITY INTEREST 10,000 -
COMMON STOCK SUBSCRIPTION
Advance under common stock subscription............................................ 6,710 6,710
-------------- --------------
STOCKHOLDERS' DEFICIT
Common Stock, $.01 par value; 100,000,000 shares authorized; 10,000,000 shares
outstanding........................................................................ 100 100
Additional paid-in capital......................................................... 346,919 346,919
Accumulated deficit................................................................ (356,428) (355,016)
-------------- --------------
Total stockholders' deficit...................................................... (9,409) (7,997)
-------------- --------------
TOTAL.............................................................................. $ 28,672 $ 19,251
============== ==============
</TABLE>
See notes to interim consolidated financial statements.
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HOMEFED CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended March 31, 1999 and 1998
(In thousands, except per share amounts)
(Unaudited)
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<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Sales of residential properties................................................ $ 2,250 $ 891
Cost of sales.................................................................. 2,218 894
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Gross profit (loss)............................................................ 32 (3)
Provision for losses on real estate investments................................ 255 -
Interest expense relating to Leucadia Financial Corporation.................... 584 772
General and administrative expenses............................................ 575 131
Management fees to Leucadia Financial Corporation.............................. 74 17
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Loss from operations........................................................... (1,456) (923)
Other income - net............................................................. 52 70
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Loss before income taxes....................................................... (1,404) (853)
Income tax expense............................................................. (8) (9)
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Net loss....................................................................... $ (1,412) $ (862)
============== =============
Basic loss per common share.................................................... $ (0.14) $ (0.09)
============= =============
Diluted loss per common share.................................................. $ (0.14) $ (0.09)
============= =============
</TABLE>
See notes to interim consolidated financial statements.
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HOMEFED CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
For the three months ended March 31, 1999 and 1998
(In thousands)
(Unaudited)
----------------------------------------
<TABLE>
<CAPTION>
Common
Stock Additional Total
$.01 Par Paid-In Accumulated Stockholders'
Value Capital Deficit Deficit
----- ------- ------- -------
<S> <C> <C> <C>
BALANCE, JANUARY 1, 1998....................... $ 100 $ 339,904 $ (350,743) $ (10,739)
Net loss.................................... (862) (862)
------ --------------- --------------- ---------------
BALANCE, MARCH 31, 1998........................ $ 100 $ 339,904 $ (351,605) $ (11,601)
====== =============== =============== ===============
BALANCE, JANUARY 1, 1999....................... $ 100 $ 346,919 $ (355,016) $ (7,997)
Net loss.................................... (1,412) (1,412)
------ --------------- --------------- ---------------
BALANCE, MARCH 31, 1999........................ $ 100 $ 346,919 $ (356,428) $ (9,409)
====== =============== =============== ===============
</TABLE>
See notes to interim consolidated financial statements.
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HOMEFED CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1999 and 1998
(In thousands)
(Unaudited)
----------------------------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................................................................ $ (1,412) $ (862)
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:
Provision for losses on real estate investments..................................... 255 -
Accrued interest added to note payable to Leucadia Financial Corporation............
584 -
Changes in operating assets and liabilities:
Land and real estate held for development......................................... 1,545 324
Deposits and other assets......................................................... (83) 237
Accounts payable and accrued liabilities.......................................... 120 52
Decrease (increase) in restricted cash.............................................. (193) 3
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Net cash provided by (used in) operating activities............................... 816 (246)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in other investments................................................ 79 (1)
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Net cash provided by (used in) investing activities............................... 79 (1)
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Net increase (decrease) in cash and cash equivalents.................................... 895 (247)
Cash and cash equivalents, beginning of period.......................................... 3,120 4,195
------------- -------------
Cash and cash equivalents, end of period................................................ $ 4,015 $ 3,948
============= =============
</TABLE>
See notes to interim consolidated financial statements.
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HOMEFED CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. The unaudited interim consolidated financial statements, which
reflect all adjustments (consisting only of normal recurring items)
that management believes are necessary to present fairly the
financial position, results of operations and cash flows, should be
read in conjunction with the audited consolidated financial
statements for HomeFed Corporation for the year ended December 31,
1998 which are included in the Company's Annual Report on Form 10-K,
as amended by Form 10-K/A, for such year (the "1998 10-K"). Results
of operations for interim periods are not necessarily indicative of
annual results of operations. The consolidated balance sheet at
December 31, 1998 was derived from the Company's audited consolidated
financial statements in the 1998 10-K, and does not include all
disclosures required by generally accepted accounting principles for
annual financial statements.
During the first quarter of 1999, the limited liability company
agreement governing Otay Land Company, LLC ("Otay Land Company") was
amended and as a result, the Company now has the ability to control
Otay Land Company. Accordingly Otay Land Company has been included in
the Company's consolidated financial statements. The Company
previously had accounted for this investment under the equity method
of accounting; the noncash effects on the Consolidated Statements of
Cash Flows are a decrease in the investment in Otay Land Company of
$10,125,000 and an increase in minority interest of $10,000,000.
2. In 1992, the Company filed for bankruptcy protection under Chapter 11
of the United States Bankruptcy Code. The Company emerged from
bankruptcy in 1995 pursuant to a plan of reorganization (the "Plan").
Leucadia Financial Corporation ("LFC"), an indirect wholly-owned
subsidiary of Leucadia National Corporation ("Leucadia"), principally
funded the Plan by purchasing a $20,000,000 principal amount, 12%
secured convertible note due 2003 (the "Convertible Note") and
2,700,000 shares of newly issued common stock, par value $.01 per
share ("Common Stock") of the Company. In addition, LFC received
1,417,986 shares of Common Stock of the Company under the Plan. These
shares, together with the shares LFC purchased, constituted 41.2% of
the issued and outstanding Common Stock of the Company following the
bankruptcy.
3. In August 1998, in connection with the stock purchase agreements and
development management agreement referred to below, the Company and
LFC entered into an Amended and Restated Loan Agreement, pursuant to
which the Company and LFC restructured the outstanding Convertible
Note held by LFC. The Restructured Note has a principal amount of
approximately $26,462,000 (reflecting the original $20,000,000
principal balance of the Convertible Note, together with additions to
principal resulting from accrued and unpaid interest thereon to the
date of the restructuring, as allowed under the terms of the
Convertible Note), extends the maturity date from July 3, 2003 to
December 31, 2004, reduces the interest rate from 12% to 6% and
eliminates the convertibility feature of the Convertible Note.
Interest only on the Restructured Note is paid quarterly and all
unpaid principal is due on the maturity date. During the three-month
period ended March 31, 1999, interest of approximately $391,000 was
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accrued on the Restructured Note; this amount was paid to LFC in
April 1999. As a result of the restructuring of the Convertible Note,
the Restructured Note was recorded at fair value and the
approximately $7,015,000 difference between such amount and the
carrying value of the Convertible Note was reflected as additional
paid-in capital. The $7,015,000 difference between the fair value of
the Restructured Note and the carrying value of the Convertible Note
will be amortized as interest expense over the term of the
Restructured Note using the interest method. Approximately $193,000
was amortized as interest expense during the three-month period ended
March 31, 1999.
4. In August and October 1998, in connection with the execution of the
development management agreement for San Elijo Hills and the
restructuring of the Convertible Note, Leucadia entered into
agreements to purchase, on or after July 5, 1999, an additional
46,557,826 shares of Common Stock for aggregate consideration of
$8,380,000. In 1998, Leucadia irrevocably transferred all of the
Common Stock that it beneficially owned, together with the stock
purchase agreements, to a trust (the "Leucadia Trust") formed for the
benefit of Leucadia shareholders of record as of August 25, 1998 (the
"Trust Beneficiaries"). The Leucadia Trust currently holds the 41.2%
of the Company's issued and outstanding Common Stock that LFC
acquired under the Plan, together with the stock purchase agreements.
Upon consummation of the purchases under these stock purchase
agreements, the Leucadia Trust will beneficially own 89.6% of the
issued and outstanding Common Stock of the Company. Pursuant to the
terms of the agreement governing the Leucadia Trust, the Leucadia
Trust will terminate on the earlier of: (i) the date when all of the
Company's Common Stock and any rights remaining under the stock
purchase agreements have been distributed to the Trust Beneficiaries
or (ii) December 31, 2001. Under the terms of the trust agreement,
the Leucadia Trust is required to distribute all of the Company's
Common Stock that it owns as promptly as practicable following the
purchase of Common Stock under the two stock purchase agreements and
the effectiveness of a registration statement filed with the
Securities and Exchange Commission.
5. Basic loss per share of Common Stock for all periods presented was
calculated by dividing the net loss by the 10,000,000 shares of
Common Stock outstanding for the periods.
Diluted loss per share of Common Stock was calculated as described
above. The number of shares used to calculate diluted loss per share
was 10,000,000 for 1999 and 1998. The calculation of diluted loss per
share does not include Common Stock equivalents of 46,557,826 and
54,400,000 for 1999 and 1998, respectively, which are antidilutive.
6. As of October 14, 1998, the Company and Leucadia formed Otay Land
Company. The Company initially contributed $10,000,000 as capital and
Leucadia contributed $10,000,000 as a preferred capital interest. The
Company also contributed $125,000 as capital in 1998 and $450,000
during the three-month period ended March 31, 1999. The Company is
the manager of Otay Land Company. Otay Land Company has acquired, for
approximately $19,500,000, approximately 4,800 acres of land which is
part of a 22,900 acre project located south of San Diego, California,
known as Otay Ranch. Distributions of net income from this investment
first will be paid to Leucadia until it has received an annual
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cumulative preferred return of 12% on, and repayment of, its
preferred investment. Any remaining funds are to be distributed to
the Company.
7. Pursuant to administrative services agreements, LFC provides
administrative services to the Company, including providing the
services of two of the Company's three executive officers. Effective
March 1, 1999, the Company and LFC entered into a new three year
administrative services agreement pursuant to which the Company will
pay LFC an administrative fee of $296,101 for the first annual
period, with the fee for subsequent annual periods to be negotiated.
Fees paid by the Company to LFC totaled $74,000 for the three-month
period ended March 31, 1999.
The Company rents office space and furnishings from a subsidiary of
Leucadia for a monthly amount equal to its share of the Leucadia
subsidiary's cost for such space and furnishings. For the three
months ended March 31, 1999, the Company accrued $37,000 in rental
expense, related to space provided by Leucadia or its affiliates, to
the Leucadia subsidiary.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF INTERIM OPERATIONS.
The following should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in the Company's 1998 10-K.
LIQUIDITY AND CAPITAL RESOURCES
For the three-month period ended March 31, 1999, net cash was
provided by operating activities, principally from sales of residential
properties. For the three-month period ended March 31, 1998, net cash was used
in operating activities, principally to fund interest and general and
administrative expenses. The Company's principal sources of funds are dividends
or borrowings from its subsidiaries, any fee income earned from the San Elijo
Hills project and amounts receivable and advanced pursuant to the stock purchase
agreements described herein. The Company is dependent upon the cash flow, if
any, from the sale of real estate and management fees in order to pay its
expenses, including debt service payments.
The Company expects that its cash on hand, together with cash
generated from lot sales and the remaining purchase price due pursuant to the
August 1998 stock purchase agreement with Leucadia, described below, will be
sufficient to meet its cash flow needs for the foreseeable future. However, the
Company's ability to provide services required under the Development Agreement
after 1999 will depend significantly upon the receipt of fees under the
Development Agreement as described below. If at any time in the future the
Company's cash flow is insufficient to meet its then current cash requirements,
the Company could sell real estate projects held for development or seek to
borrow funds. However, because all of the Company's assets are pledged to LFC to
collateralize its $26,500,000 borrowing from LFC, it may be unable to obtain
financing at favorable rates from sources other than LFC.
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The Development Agreement provides that the Company will receive
certain fees in connection with the project. These fees consist of marketing,
field overhead and management service fees. These fees are based on a fixed
percentage of gross revenues of the project, less certain expenses allocated to
the project, and are expected to cover the Company's cost of providing services
under the Development Agreement. The Development Agreement also provides for a
success fee to the Company out of the project's net cash flow, if any, as
described below, up to a maximum amount. Whether the success fee, if it is
earned, will be paid to the Company prior to the conclusion of the project will
be at the discretion of the project owner.
To determine "net cash flow" for purposes of calculating the success
fee, all cash expenditures of the project will be deducted from total revenues
of the project. Examples of "expenditures" for these purposes include land
development costs, current period operating costs, and indebtedness, either
collateralized by the project (approximately $34,900,000 at March 31, 1999), or
owed by the project's owner to Leucadia (approximately $37,300,000 at March 31,
1999) (collectively, "Indebtedness"). As a success fee, the Company is entitled
to receive payments out of net cash flow, if any, up to the aggregate amount of
the Indebtedness. The balance of the net cash flow, if any, will be paid the
Company and the project owner in equal amounts. However, the amount of the
success fee cannot be more than 68% of net cash flow minus the amount of the
Indebtedness. There can be no assurance, however, that the Company will receive
any success fee at all for this project. The Company believes that any success
fee that it may receive will be its principal source of net income earned
through its participation in the San Elijo Hills project.
As of August 14, 1998, the Company and LFC entered into an Amended
and Restated Loan Agreement that restructured the original Convertible Note held
by LFC, originally issued by the Company in 1995 to fund its bankruptcy plan and
the related loan agreement. The restructured note, dated August 14, 1998 (the
"Restructured Note"):
o has a principal amount of approximately $26,500,000, which
includes additions to principal from accrued and unpaid
interest on the Convertible Note to the date of the
restructuring, as permitted under the terms of the
Convertible Note,
o extends the maturity date from July 3, 2003 to December
31, 2004,
o reduces the interest rate from 12% to 6%, and
o eliminates the convertibility feature of the Convertible
Note.
The Company pays interest only on the Restructured Note on a quarterly basis.
The principal of the Restructured Note is not due to be repaid until December
31, 2004. During the three-month period ended March 31, 1999, the Company
accrued $391,000 in interest on the Restructured Note, which was paid to LFC on
April 14, 1999.
In the first quarter of 1999, the Company entered into an agreement
pursuant to which it sold the remaining 75 residential lots at the Paradise
Valley project for $2,250,000, less closing costs. The Company has certain
continuing obligations with respect to this project, including the obligation to
construct a recreation center. The Company estimates that construction of the
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recreation center for the Paradise Valley community will be completed at a cost
of approximately $1,100,000. The Company has provided a $1,000,000 letter of
credit for this obligation, which is collateralized by a $1,000,000 deposit. The
Company anticipates construction of the recreation center will begin in 1999.
In February 1999, one of the Company's consolidated partnerships
placed approximately $197,000 on deposit with a financial institution in Salt
Lake City, Utah to secure a standby letter of credit. The letter of credit was
issued to guaranty the partnership's obligation to complete landscape,
irrigation and fencing improvements at the Paradise Valley project.
In connection with an indemnity agreement to a third party surety, a
subsidiary of the Company is required to (1) maintain a minimum net worth of
$5,000,000 and a minimum cash balance of $400,000 or (2) provide an irrevocable
letter of credit. The subsidiary of the Company entered into this indemnity
agreement in 1990 in connection with the construction of infrastructure
improvements in a development located in La Quinta, California. Based upon
current estimates, the amount of the letter of credit required to satisfy this
obligation would be approximately $460,000. The Company has not elected to
deliver this letter of credit, although it may choose to do so in the future if
it determines that the minimum net worth requirement restricts operating
flexibility.
In October 1998, the Company and Leucadia formed Otay Land Company.
Through March 31, 1999, the Company invested $10,575,000 as capital and Leucadia
invested $10,000,000 as a preferred capital interest. The Company is the manager
of Otay Land Company. In 1998, Otay Land Company purchased approximately 4,800
acres of land located south of San Diego, California, for approximately
$19,500,000. Distributions of net income from this investment first will be paid
to Leucadia until it has received an annual cumulative preferred return of 12%
on, and repayment of, its preferred investment. Any remaining funds will be
distributed to the Company.
RESULTS OF OPERATIONS
Sales of residential properties increased in the three-month period
ended March 31, 1999 compared to the same period in 1998. This increase resulted
from the Company's 1999 sale of the remaining 75 residential lots in the
Paradise Valley project, compared to the sale of 20 residential lots in that
project in 1998. Cost of sales recorded during these periods reflects the level
of sales activity.
The provision for losses on real estate investments includes $225,000 reflecting
an increase in the Company's estimated cost to complete the recreational center
for the Paradise Valley Community.
Interest expense for 1999 reflects $391,000 due and subsequently paid to LFC on
the Restructured Note and $193,000 resulting from the amortization of a portion
of the difference between the fair value of the Restructured Note and the
carrying value of the Convertible Note. Interest expense for 1998 reflects
interest of $772,000 due on the Convertible Note which was paid by the Company.
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General and administrative expenses increased in 1999 as compared to 1998 due to
the increased operating activities in connection with the San Elijo Hills
project and Otay Ranch project, including opening an office in Carlsbad,
California.
Income tax expense for all periods presented relates to state franchise taxes.
The Company has not recorded federal income tax benefits for its operating
losses due to the uncertainty of sufficient future taxable income which is
required in order to record such tax benefits.
YEAR 2000
The year 2000 issue is the result of computerized systems being
written to store and process the year portion of dates using two digits rather
than four digits. As a consequence, date-sensitive systems may fail or produce
erroneous results on or before January 1, 2000 because the year 2000 will be
interpreted incorrectly.
All of the Company's key software applications are purchased from
mass-market software companies and, based on literature provided by software
manufacturers, the Company believes that this software is designed to be year
2000 compliant. The Company's computer hardware systems are generally new and
designed to be year 2000 compliant. The Company has engaged a consultant to test
its systems to determine their year 2000 compliance. If systems are found not to
be year 2000 compliant, they will be either repaired or replaced. To date, the
Company has incurred costs of less than $5,000 in its year 2000 compliance
efforts and does not anticipate making material expenditures in the future.
Based upon its year 2000 risk assessment work performed thus far, the
Company believes the most likely year 2000 related failures would be related to
a disruption of materials and services or loss of data or plans provided by
third parties. The Company is assessing all third parties with which the Company
has material relationships to determine their compliance with year 2000 issues.
The Company has begun to contact suppliers with respect to their year 2000
compliance and expects this inquiry to be completed by the fourth quarter of
1999. Although the Company does not expect that these disruptions would have a
material adverse effect on its financial condition or results of operations, the
Company cannot assure you that its belief is correct or that its risk
assessments are, in fact, accurate. There can be no assurance that the Company's
vendors, suppliers and other parties with whom it does business will
successfully resolve their own year 2000 problems, if any. In the event of any
such failures or other year 2000 failures, there can be no assurance that there
will not be a material adverse effect on the Company's financial condition or
results of operations.
CAUTIONARY STATEMENT FOR FORWARD-LOOKING INFORMATION
Statements included in this Management's Discussion and Analysis of Financial
Condition and Results of Interim Operations may contain forward-looking
statements. Such forward-looking statements are made pursuant to the safe-harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
statements may relate, but are not limited, to projections of revenues, income
or loss, capital expenditures, plans for growth and future operations (including
year 2000 compatibility), competition and regulation as well as assumptions
relating to the foregoing. Forward-looking statements are inherently subject to
risks and uncertainties, many of which cannot be predicted or quantified. When
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used in this Management's Discussion and Analysis of Financial Condition and
Results of Interim Operations, the words "estimates", "expects", "anticipates",
"believes", "plans", "intends" and variations of such words and similar
expressions are intended to identify forward-looking statements that involve
risks and uncertainties. Future events and actual results could differ
materially from those set forth in, contemplated by or underlying the
forward-looking statements. The factors that could cause actual results to
differ materially from those suggested by any such statements include, but are
not limited to, those discussed or identified from time to time in the Company's
public filings, including general economic and market conditions, changes in
domestic laws, regulations and taxes, changes in competition and pricing
environments, regional or general changes in asset valuation, the occurrence of
significant natural disasters, prevailing interest rate levels, the difficulty
in identifying hardware and software that may not be year 2000 compliant, the
lack of success of third parties to adequately address the year 2000 issue, and
changes in the composition of the Company's assets and liabilities through
acquisitions or divestitures. Undue reliance should not be placed on these
forward-looking statements, which are applicable only as of the date hereof. The
Company undertakes no obligation to revise or update these forward-looking
statements to reflect events or circumstances that arise after the date of this
Management's Discussion and Analysis of Financial Condition and Results of
Interim Operations or to reflect the occurrence of unanticipated events.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
HOMEFED CORPORATION
/s/ Corinne A. Maki
---------------------------------------
CORINNE A. MAKI, Treasurer
(Authorized Signatory and Principal
Financial and Accounting Officer)
Date: August 27, 1999
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