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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 2
|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
- --------------------------------------------------------------------------------
(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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NY2:\809900\07\HCX807!.DOC\76830.0194
<PAGE>
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............................................. $ 2,530 $ 4,636
Cash and cash equivalents............................................................. 4,005 3,120
Restricted cash....................................................................... 1,320 1,127
Investment in Otay Land Company, LLC.................................................. 10,110 9,917
Other investments..................................................................... - 79
Deposits and other asset.............................................................. 247 164
-------------- --------------
TOTAL................................................................................. $ 18,212 $ 19,043
============== ==============
LIABILITIES
Note payable to Leucadia Financial Corporation........................................ $ 20,320 $ 19,736
Accounts payables and accrued liabilities............................................. 1,049 802
-------------- --------------
Total liabilities................................................................... 21,369 20,538
-------------- --------------
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................................................................... (356,886) (355,224)
-------------- --------------
Total stockholders' deficit......................................................... (9,867) (8,205)
-------------- --------------
TOTAL................................................................................. $ 18,212 $ 19,043
============== ==============
</TABLE>
See notes to interim consolidated financial statements.
1
<PAGE>
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)
----------------------------------------
<TABLE>
<CAPTION>
1999 1998
------------- -------------
<S> <C> <C>
Sales of residential properties......................................................... $ 2,250 $ 891
Cost of sales........................................................................... 2,218 894
------------- -------------
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..................................................... 568 131
Management fees to Leucadia Financial Corporation....................................... 74 17
------------- -------------
Loss from operations.................................................................... (1,449) (923)
Equity in losses from Otay Land Company, LLC (257) -
Other income - net...................................................................... 52 70
------------- -------------
Loss before income taxes................................................................ (1,654) (853)
Income tax expense...................................................................... (8) (9)
-------------- -------------
Net loss................................................................................ $ (1,662) $ (862)
============== =============
Basic loss per common share............................................................. $ (0.17) $ (0.09)
============= =============
Diluted loss per common share........................................................... $ (0.17) $ (0.09)
============= =============
</TABLE>
See notes to interim consolidated financial statements.
2
<PAGE>
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> <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 $ (355,224) $ (8,205)
Net loss.................................... (1,662) (1,662)
------ --------------- --------------- ---------------
BALANCE, MARCH 31, 1999........................ $ 100 $ 346,919 $ (356,886) $ (9,867)
====== =============== =============== ===============
</TABLE>
See notes to interim consolidated financial statements.
3
<PAGE>
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................................................................................ $ (1,662) $ (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 -
Equity in losses from Otay Land Company, LLC 257 -
Changes in operating assets and liabilities:
Land and real estate held for development......................................... 1,851 324
Deposits and other assets......................................................... (83) 237
Accounts payable and accrued liabilities.......................................... 247 52
Decrease (increase) in restricted cash.............................................. (193) 3
------------- -------------
Net cash provided by (used in) operating activities............................... 1,256 (246)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Contributions to Otay Land Company, LLC (450) -
Decrease (increase) in other investments................................................ 79 (1)
------------- -------------
Net cash used in investing activities............................................. (371) (1)
-------------- -------------
Net increase (decrease) in cash and cash equivalents.................................... 885 (247)
Cash and cash equivalents, beginning of period.......................................... 3,120 4,195
------------- -------------
Cash and cash equivalents, end of period................................................ $ 4,005 $ 3,948
============= =============
</TABLE>
See notes to interim consolidated financial statements.
4
<PAGE>
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.
The Company's unaudited interim financial statements have been restated to
reflect the accrual of a minority interest charge of $250,000 per quarter
representing Leucadia National Corporation's ("Leucadia") minimum
preferred return in Otay Land Company, LLC ("Otay Land Company") and to
reflect Otay Land Company under the equity method of accounting rather
than the consolidation method of accounting because Leucadia, although the
minority member of Otay Land Company, has certain approval rights which
could, if exercised, affect the Company's ability to control Otay Land
Company. The noncash effects on the consolidated financial statements are
a decrease in land of $20,560,000, a decrease in minority interest of
$10,000,000 and an increase in Investment in Otay Land Company, LLC of
$10,110,000. Effective September 20, 1999, the Company and Leucadia
amended the limited liability company agreement for Otay Land Company to
eliminate these approval rights and, as a result, the Company has the
ability to control Otay Land Company effective as of September 20, 1999.
Accordingly, Otay Land Company will be consolidated in the Company's
financial statements as of September 30, 1999.
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,
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
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<PAGE>
(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 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
6
<PAGE>
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 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
7
<PAGE>
collateralize its $26,500,000 borrowing from LFC, it may be unable to obtain
financing at favorable rates from sources other than LFC.
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.
8
<PAGE>
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 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
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<PAGE>
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.
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
10
<PAGE>
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 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. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by these factors and the cautionary statements
contained throughout this report. Additional information on factors that may
affect the business and financial results can be found in the Company's other
filings with the SEC. All forward-looking statements should be considered in
light of these risks and uncertainties. The Company assumes no responsibility to
update forward-looking statements made in this report unless otherwise required
by law.
11
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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: September 21, 1999
12
