FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
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 : 1-7183
TEJON RANCH CO.
(Exact name of Registrant as specified in its Charter)
Delaware 77-0196136
(State or other jurisdiction (IRS Employer Identification of
incorporation or organization) Number)
P.O. Box 1000, Lebec, California 93243
(Address of principal executive office)
Registrant's telephone number, including area code: (805) 327-8481
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
Common Stock American Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act:
None<PAGE>
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
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (229.405 of this chapter) is not contained
herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K. [X]
The aggregate market value of Registrant's Common Stock, $.50 par
value per share, held by persons other than those who may be deemed to
be affiliates of Registrant on March 7, 1995 was $80,785,894 based on
the closing price on that date on the American Stock Exchange.
The number of Registrant's outstanding shares of Common Stock on
March 7, 1995 was 12,682,244 shares.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the Annual Meeting of
Stockholders to be held on May 8, 1995, relating to the directors and
executive officers of Registrant are incorporated by reference into Part
III.
Total Pages - 28
Exhibit Index - Page 4 <PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
TEJON RANCH CO.
DATED: March , 1995 BY
Jack Hunt, President
DATED: March , 1995 BY
Allen E. Lyda
Vice President, Finance &
Treasurer
(Principal Financial and
Accounting Officer)<PAGE>
RECORDING REQUESTED BY
WHEELER RIDGE-MARICOPA
WATER STORAGE DISTRICT
Post Office Box 9429
Bakersfield, CA 93389
WHEN RECORDED MAIL TO
WHEELER RIDGE-MARICOPA
WATER STORAGE DISTRICT
Post Office Box 9429
Bakersfield, CA 93389
WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT
CONTRACT AMENDMENT
CHANGE IN DESIGN CRITERIA,
CLASS OF SERVICE AND DATE OF INITIATION OF SERVICE
CONTRACT NO. 124
THIS AGREEMENT is entered into on the date hereafter set forth by and
between WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT, a California
Water Storage District, hereafter called "District" and TEJON RANCH
COMPANY, a California Corporation, hereafter called "Tejon."
R E C I T A L S
1. Tejon and District have executed a Water Service Contract
entitled "Contract Between Weeler Ridge-Maricopa Water Storage
District and Tejon Ranch Company for Agricultural Water Service
dated January 12, 1970, and recorded January 20, 1970, in Book
4358, Page 858 of Official Records of Kern County.
2. Said Contract provides among other things, for the construction
of Distribution System facilities by District to serve lands of
Tejon as described therein, said facilities to be constructed in
accordance with design criteria for the class of service set
forth in the Contract.
3. Tejon has requested that for the lands designated in said
contract as being in the Sl982 category of service, the following
changes be made:
a. The design criteria with respect to location of turnouts,
system capability for delivery of water, and delivery head
be modified.
5<PAGE>
b. Water Service be initiated to a portion of the above
described area in 1980.
4. District has determined that the changes are consistent with the
District's adopted project and that the cost of facilities to be
constructed as a result of said request will be of no more cost
than the facilities which would be required to provide service as
set forth in the contract, and hence will have no detrimental
effects on other landowners within the District's Surface Water
Service Area provided the conditions hereinafter set forth in
this Agreement prevail.
A G R E E M E N T
NOW THEREFORE, it is agreed by the parties hereto as follows:
1. The parties hereto hereby amend said Water Service Contract by
substituting Exhibit "A" hereto, Sheets 1 through 5 for the
following sheets of Exhibit "A" of said Contract: 198 through
201; 218 through 225; 238 through 241; 246 through 253; 258
through 261; 278 through 281. The purpose of this amendment is
to define the class of service of said lands, identify the
locations of the turnouts, set forth the maximum rate of
deliveries, provide for change in time of initiation of service
and for special conditions for prorate in time of shortage. The
lands described on Exhibit "A" hereto are in accordance with the
Parcel Map No. 3338 Recorded January 17, 1977, in Book 17 of Maps
at Page 78.
2. Design criteria to be used for the system to be constructed will
be in accordance with the District's adopted design criteria
except as the same is mended in the following particulars:
a. Turnouts will be located at other than the high point of the
parcel of land served thereby and at the approximate
location described in Exhibit "A" hereto.
b. The design will provide for a system capable of delivering
seven (7) gallons per minute per acre to all lands described
in Exhibit "A" hereto.
c. There will be no minimum delivery head established at the
turnouts.
d. Standard District metering assemblies will be utilized. Ten
(10) inch meters will be installed at Turnouts 13B-1, 13B-2,
13B-3, 13B-4, 13B-5, 13B-6, 13B-7 and 13B-8. Eight (8) inch
meters will be installed at Turnouts 13B-10 and 13B-ll. Six
(6) inch meters will be installed at Turnouts 13B-9, 13B-12
and 13B-13.
6<PAGE>
3. For the purposes of computing Contract Water Charges, all lands
described on Sheet 1 of Exhibit "A" attached hereto and all lands
described on Sheet 4 of Exhibit "A" hereto will each be
considered in separate categories of service from other lands
within the Surface Water Service area of the District.
4. Nothing in this agreement is intended to increase or decrease
either the total number of acres included in said contract or the
total contract amount of water included therein except for a
deduction in area totaling 2.26 acres and 7 acre-feet caused by
minor variations in land area between those shown in the contract
and those set forth in the Parcel Map.
5. Tejon Ranch Company accepts all risks of timing of construction.
The District has the right to abandon the project if it is
determined unreasonable from a timing standpoint for reasons
including State's refusal to approve siphon turn-outs or
unavailability of equipment.
6. The Construction works to serve the lands described its Exhibit
"A" hereto are to be funded through a combination of remaining
bond funds and District's general fund at an interest rate based
on earnings of the District's general fund for the portion so
funded, and with full power of the District Board to refund the
project at any time to repay the general fund advance up to the
whole thereof.
7. The lands described in Exhibit "A" hereof prior to 1982 shall not
be included in any prorate of water for contract lands during
periods of shortage; provided, in such event the District shall
relieve said lands of charges arising under the Water Service
Contract except for bond debt service which shall be deterred
prorata for not to exceed five (5) years for any year the system
is not utilized; the operating reserve fund which shall be paid
during years of system use; and the special service charges which
shall be paid on a current basis. In 1982 and thereafter, said
lands shall have the same priority for water service as any other
lands in the Surface Water Service area of the District.
Date of Execution:
March 14, 1979
7<PAGE>
APPROVED AS TO FORM:
WHEELER RIDGE-MARICOPA WATER
STORAGE DISTRICT
YOUNG, WOOLDRIDGE, PAULDEN
AND SELF
By:
By: JERRY L. CAPPELLO, President
A.C. PAULDEN
Date: By:
WILLIAM E. MOORE, JR., SECRETARY
WATER USER:
TEJON RANCH COMPANY
By:
By:
8<PAGE>
RECORDING REQUESTED BY
WHEELER RIDGE-MARICOPA
WATER STORAGE DISTRICT
Post Office Box 9429
Bakersfield, CA 93389
WHEN RECORDED MAIL TO
WHEELER RIDGE-MARICOPA
WATER STORAGE DISTRICT
Post Office Box 9429
Bakersfield, CA 93389
WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT
CONTRACT AMENDMENT
CHANGE IN DESIGN CRITERIA,
CLASS OF SERVICE AND DATE OF INITIATION OF SERVICE
CONTRACT NO. 124
THIS AGREEMENT is entered into on the date hereinafter set forth by
and between WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT, a
California water storage district, hereinafter called "District", and
TEJON RANCH COMPANY, a California corporation, hereinafter called
"Tejon".
1. Tejon and District have executed a Water Service Contract
entitled "Contract between Wheeler Ridge-Maricopa Water Storage
District and Tejon Ranch Company for Agricultural Water Service"
dated January 12, 1970, and recorded January 20, 1970, in Book
4358, Page 858 of Official Records of Kern County.
2. Said Contract provides among other things, for the construction
of Distribution System facilities by District to serve lands of
Tejon as described therein, said facilities to be constructed in
accordance with design criteria for the class of service set
forth in the Contract.
3. Tejon had requested that for the lands designated in said
contract as being in the S1982 category of service, the following
changes be made:
a. The design criteria with respect to location of turnouts,
system capability for delivery of water and delivery head be
modified.
9<PAGE>
b. Water service be initiated to a portion of the above
described area in 1980.
4. Said Contract was amended to reflect those items mentioned above
by Contract amendment entitled "Change in Design Criteria, Class
of Service and Date of Initiation of Service" dated March 14,
1979, and recorded March 20, 1979, in Book 5183, Page 1742 of
Official Records of Kern County.
5. Tejon has now requested that water service to the remaining
portion of the lands included in the above-mentioned contract
amendment be initiated in 1981, and has requested certain
additional changes with respect to location of turnouts and
turnout service areas.
6. District has determined that the changes are consistent with the
District's adopted project and that the cost of facilities to be
constructed as a result of said request will be of no more cost
than the facilities which would be required to provide srvice as
set forth in the contract, and hence will have no detrimental
effects on other landowners within the District's Surface Water
Service Area provided the conditions hereinafter set forth in
this agreement prevail.
A G R E E M E N T
1. The parties hereto hereby further amend said Water Service
Contract by substituting Exhibit "A" hereto, Sheets 1 through 6,
for Exhibit "A" of Amendment dated March 14, 1979. The purpose
of this amendment is to futher define the class of service of
said lands, identify the locations of the turnouts, set forth the
maximum rate of deliveries, provide for change in time of
initiation of service, and for special conditions for prorate in
time of shortage. The lands described on Exhibit "A" hereto are
in accordance with the Parcel Map No. 3338 recorded January
2. Design criteria to be used for the system to be constructed will
be in accordance with the District's adopted design criteria
except as the same is amended in the following particulars:
a. Turnouts will be located at other than the high point of the
parcel of land served thereby and at the approximate
locations described in Exhibit "A" hereto.
b. The design will provide for a system capable of deliveries
seven (7) gallons per minute per acre to all lands described
in Exhibit "A" hereto.
c. There will be no minimum delivery head established at the
turnouts.
10<PAGE>
d. Standard District metering assemblies will be utilized.
Meter sizes will be as shown on Exhibit "A" hereto.
3. For the purposes of computing Contract Water Charges, all lands
described on Sheets 1 and 4 of Exhibit "A" attached hereto will
be considered as a single category of service but as a separate
category of service from other lands within the Surface Water
Service Area of the District.
4. Nothing in this agreement is intended to increase or decrease
either the total number of acres included in said contract or the
total contract amount of water included therein.
5. Tejon Ranch Company accepts all risks of timing of construction.
The District has the right to abandon the project, either in
whole or in part, if it is determined unreasonable from a timing
standpoint for reasons including State's refusal to approve
siphon turnouts or unavailability of equipment.
6. The construction works to serve the lands described in Exhibit
"A" hereto are to be funded through a combination of remaining
bond funds and District's general fund at an interest rate based
on earnings of the District's general fund for the portion so
funded, and with full power of the District Board to refund the
project at any time to repay the general fund advance up to the
whole thereof.
7. The lands described in Exhibit A" hereof prior to 1982 shall not
be included in any prorate of water for contract lands during
periods of shortage; provided, in such event the District shall
relieve said lands of charges arising under the Water Service
Contract except for bond debt service which shall be deferred
prorata for not to exceed five (5) years for any year the system
is not utilized; the operating reserve fund which shall be paid
during years of system use; and the special service charges which
shall be paid on a current basis. In 1982 and thereafter, said
lands shall have the same priority for water service as any other
lands in the Surface Water Service Area of the District.
8. This contract amendment supersedes the contract amendment dated
March 14, 1979, recorded March 20, 1979, in Book 5183 at Page
1742 of Official Records of Kern County mentioned in the fourth
recital hereto. The terms conditions of the contract mentioned in
recital one hereof shall remain in full force and effect except
as the same may be expressly amended by Paragraphs one through
seven of this Agreement.
Date of Execution:
March 14, 1979
11<PAGE>
APPROVED AS TO FORM:
WHEELER RIDGE-MARICOPA WATER
STORAGE DISTRICT
YOUNG, WOOLDRIDGE, PAULDEN
AND SELF
By:
By: JERRY L. CAPPELLO, President
A.C. PAULDEN
Date: By:
WILLIAM E. MOORE, JR., SECRETARY
WATER USER:
TEJON RANCH COMPANY
By:
By:
12<PAGE>
Recording Requested by:
WHEELER RIDGE-MARICOPA
WATER STORAGE DISTRICT, a California
water storage district, as
Official Business
When Recorded Mail to:
WHEELER RIDGE-MARICOPA
WATER STORAGE DISTRICT
Post Office Box 9429
Bakersfield, CA 93389
RECORD AS A LIEN ON REAL PROPERTY
WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT ASSUMPTION
AGREEMENT AND CONSENT TO TRANSFER OF INTEREST OF WATER
USER RESULTING FROM TRANSFER OF REAL PROPERTY SUBJECT TO A
CONTRACT FOR AGRICULTURAL WATER SERVICE (CONTRACT NO. 124D)
THIS AGREEMENT is entered into on the date hereinafter set forth,
between WHEELER RIDGE-MARICOPA WATER STORAGE DISTRICT, a California
water storage district, hereinafter called "District", and TEJON RANCH
COMPANY, a California Corporation, hereinafter called "Water User".
R E C I T A L S
1. Description: The real property mentioned herein is that certain
real property located in the unincorporated area of Kern County,
California, described in Exhibit "A" hereto, which exhibit is
incorporated herein by this reference.
2. Water Service Contract: The Contract affected hereby and
incorporated herein by this reference is identified by the
following particulars: Dated January 20, 1970, recorded January
20, 1970, in Book 4358, Pages 858 et seq., of Official Records of
Kern County, California; as modified by Agreement dated January
12, 1971 and recorded February 16, 1971, in Book 4487, Page 426,
et seq., as amended by Contract Amendment dated May 12, 1976, and
recorded in Book 4955, Page 1964, et seq., by and between
District and Tejon Ranch Company, a California corporation.
3. Interest Acquired Subject to Water Service Contract: By
instrument dated January 11, 1980, recorded January 14, 1980 , at
13<PAGE>
the Office of the County Recorder of Kern County, California, in
Book 5257, Page 2356 , Water User acquired an interest in the
real property described herein which is subject to the terms and
provisions of said Water Service Contract and amendments.
4. Representations: Each party hereto is fully informed as to all
the terms and provisions of said Contract and amendments; to the
extent and nature of the obligations presently due and to become
due by reason thereof; all current Rules and Regulations of the
District to which said Contract and amendments are subject and
all things and matters on file with the District and/or of public
record regarding the performance of said Contract.
5. Purpose: The parties wish to declare the effect or such
transfer of interest and to provide written consent of the
District to the assignment of the rights and obligations
resulting therefrom
6. As used herein slngular includes plural and masculine gender
includes the feminine.
ASSUMPTION AGREEMMENT AND CONSENT TO ASSIGNMENT
1. Water User herein acknowledges that his interest in the real
property described in Exhibit "A" hereto is subject to a lien
created by said Contract and amendments, in accordance with the
particulars mentioned in Exhibit A hereto and does expressly
grant to District a lien against said real property to the same
extent and effect as though Water User owned said real property
at the time of execution of said Contract and amendments and had
executed said Con-tract and amendments as a Water User at the
outset.
2. Water User herein does hereby assume and agrees to perform all
the obligations of Water User as set forth in said Contract and
amendments to the same extent and effect as though Water User had
executed said Contract and amendments as a Water User on the
effective date thereof in accordance with the par ticulars
mentioned in Exhibit "A" hereto.
3. District accepts said assignment resulting from the transfer of
interest in the real property herein referred to and does
acknowledge that it is obligated to said real property and Water
User hereby to the same extent and manner as it was under sard
Contract and amendments prior to the date hereof. The parties
hereto acknowledge that nothing in this instrument is to be
interpreted as waiving any of the rights of the District under
said Water Service Contract or any interest it now has under its
existing lien rights in said real property and further
14<PAGE>
acknowledge that District is not to be bound by any
understanding, representation or agreement, other than a written
agreement to which the District has given its written consent,
between Water User herein and any of its predecessors in interest
in the real property affected hereby regarding the performance of
the obligations under said Water Service Con-tract and
amendments, including but not limited to, any such matters
regarding payment for current obligations arising from said
Contract and amendments.
4. It is expressly understood that by the execution hereof District
makes no representation that the obligations due District by
reason of said Contract are current and/or any other
representation, either express or implied, other than those which
are expressly set forth herein.
DATED:
WHEELER RIDGE-MARICOPA
WATER STORAGE DISTRICT
By
President
By
Secretary
Approved as to form on
YOUNG, WOOLDRIDGE, PAULDEN AND SELF
By
Attorneys for District
WATER USER:
TEJON RANCH CO.
By:
15<PAGE>
EXHIBIT 10.2
TEJON RANCH CO.
STOCK OPTION AGREEMENT
Pursuant to the
1992 EMPLOYEE STOCK INCENTIVE PLAN
This Incentive Stock Option Agreement ("Agreement") is made
and entered into as of the Date of Grant indicated below by and
between Tejon Ranch Co., a Delaware corporation (the "Company"), and
the person named below as Optionee.
WHEREAS, Optionee is an employee, officer or director of the
Company and/or one or more of its subsidiaries; and
WHEREAS, pursuant to the Company's 1992 Employee Stock
Incentive Plan (the "1992 Plan"), the Compensation Committee of the
Board of Directors of the Company administering the 1992 Plan (the
"Committee") has approved the grant to Optionee of an option to
purchase shares of the Common Stock, par value $.50 per share, of the
Company (the "Common Stock"), on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing recitals
and the covenants set forth herein, the parties hereto hereby agree as
follows:
1. Grant of Option; Certain Terms and Conditions. The
Company hereby grants to Optionee, and Optionee hereby accepts, as of
the Date of Grant indicated below, an option (the "Option") to
purchase the number of shares of Common Stock indicated below (the
"Option Shares") at the Exercise Price per share indicated below,
which Exercise Price shall not be less than the Fair Market Value (as
defined below) of the Option Shares on the Date of Grant. The Option
shall not be exercisable until on or after the Vesting Date indicated
below, except as otherwise provided in Section 3. The Option shall
expire at 5:00 p.m., Los Angeles, California time, on the Expiration
Date indicated below and shall be subject to all of the terms and
conditions set forth in this Agreement.
Optionee:
Date of Grant:
Number of shares purchasable:
Exercise Price per share:
Expiration Date:
Vesting Date:
16<PAGE>
2. Incentive Stock Option; Internal Revenue Code
Requirements. The Option is intended to qualify as an incentive stock
option under Section 422 of the Internal Revenue Code (the "Code")
except to the extent that the aggregate Fair Market Value (determined
as of the Date of Grant) of the shares of Common Stock with respect to
which the Option is exercisable for the first time by Optionee during
any calendar year (under the 1992 Plan and all other stock option
plans of the Company and its subsidiaries) exceeds $100,000. Such
excess shares are intended to be treated as shares issued pursuant to
an Option that is not an incentive stock option described in
Section 422 of the Code, in accordance with Section 422(d) of the
Code. The number of such excess shares as to which this option is not
intended to be treated as an incentive option is -0-.
The "Fair Market Value" of a share of Common Stock or
other security on any day shall be equal to the last sale price,
regular way, per share or unit of such other security on such day or,
in case no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, in either case as reported
in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the American
Stock Exchange or, if the shares of Common Stock or such other
security are not listed or admitted to trading on the American Stock
Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal
national securities exchange on which the shares of Common Stock or
such other security are listed or admitted to trading or, if the
shares of Common Stock or such other securities are not listed or
admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low
asked prices in the over-the-counter market as reported by the
National Association of Securities Dealers, Inc. Automated Quotations
System or such other system then in use or, if on any such date the
shares of Common Stock or such other security are not quoted by any
such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in shares of
Common Stock or such other security selected by the Board of
Directors.
3. Acceleration and Termination of Option.
(a) Termination of Employment.
(i) Definition of Termination. In
the event that Optionee shall cease to be an employee of the Company
or any of its subsidiaries voluntarily or involuntarily or for any
reason whatever, such event is referred to in this Agreement as a
"Termination" of Optionee's "Employment."
(ii) Normal Termination. If
Optionee's Employment is Terminated for any reason other than those
enumerated in Section 3(a)(iii), then the Option shall terminate three
17<PAGE>
(3) months from the date of such Termination of Employment but in no
event later than the Expiration Date. During such three month period,
the Option shall be exercisable only if the date of Termination of
Employment is after the ninth anniversary of the Date of Grant.
(iii) Death or Permanent Disability.
In the event of a Termination of Optionee's Employment by reason of
the death of Permanent Disability (as hereinafter defined) of
Optionee, then:
(1) the Option shall terminate on the
first anniversary of the date of such Termination of
Employment or the Expiration Date, whichever is earlier,
and
(2) if the Option has not become
exercisable the Option shall be exercisable during the one-
year or shorter period referred to in (1) above by Optionee
or, in the event of death or a Permanent Disability involving
the appointment of a guardian, custodian or other similar
personal representative, the person or persons to whom
Optionee's rights under the Option shall have passed by will
or by the applicable laws of descent or distribution or as a
result of any such appointment, but
(A) only if the Optionee had
completed one full year of employment with the
Company after the Date of Grant and prior to the
date of Termination of Employment, and
(B) only as to that portion of the
number of shares subject to the Option equal to the
number of full years of employment completed during
the period referred to in (A) above divided by 10.
"Permanent Disability" shall mean the inability to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve (12) months. The Optionee
shall not be deemed to have a Permanent Disability unless proof of the
existence thereof shall have been furnished to the Committee in such
form and manner, and at such times, as the Committee may require. Any
determination by the Committee that Optionee does or does not have a
Permanent Disability shall be final and binding upon the Company and
Optionee.
(b) Death or Permanent Disability Following
Termination of Employment. Notwithstanding anything to the contrary
in this Agreement, if Optionee shall die or suffer a Permanent
Disability at any time after the Termination of his or her Employment
and prior to the Expiration Date, then to the extent that the Option
was exercisable on the date of such death or Permanent Disability the
Option shall terminate on the earlier of the Expiration Date or the
first anniversary of the date of such death.
18<PAGE>
(c) Acceleration of Option Upon a Change of
Control. The Option shall become fully exercisable with respect to
all Option Shares in the event of a Change of Control. A "Change of
Control" shall mean the first to occur of the following events:
(i) a reorganization, merger or
consolidation of the Company, the issuance or transfer of
securities of the Company in one transaction or series of
related transactions or any other transaction or series of
related transactions in each case if and only if as a result
of the transaction or transactions persons other than the
shareholders immediately prior to such transaction or
transactions shall own 80% or more of the voting securities
of the Company or its successor after the transaction;
(ii) the sale or transfer by
the Company of all or substantially all of its property and assets in
a single transaction or series of related transactions; or
(iii) the dissolution or
liquidation of the Company.
(d) Discretionary Acceleration. The Committee, in
its sole discretion, may accelerate the exercisability of the Option
for any reason, including without limitation in the event of death or
disablement of Optionee or termination of employment of Optionee by
the Company other than for cause.
(e) Other Events Causing Termination of Option.
Notwithstanding anything to the contrary in this Agreement, the Option
shall terminate in the event of the occurrence of an event referred to
in clause (ii) or (iii) of paragraph (c) above or a merger or
consolidation referred to in clause (i) of paragraph (c) above (a
"Terminating Event") (even if such Terminating Event occurs after an
event referred to in clause (i) of said paragraph (c) above which is
not a Terminating Event) unless the terms of any such transaction
constituting the Terminating Event otherwise provide. Such
termination shall occur on the 30th day following any such Terminating
Event (or such later date as the Board of Directors or the Committee
shall determine) unless the Board of Directors or the Committee
(i) sets an earlier date which is at least ten days prior to the
occurrence of the Terminating Event, (ii) notifies the Optionee in
writing at least ten days before the occurrence of the Terminating
Event of the setting of such date and (iii) accelerates the
exercisability of the Option to the extent it would otherwise be
exercisable for any part of the thirty day period after such event
pursuant to Section 1 or pursuant to paragraph (c) above so that, to
such extent, the Option could be exercised for a period of at least
ten days prior to the occurrence of the Terminating Event. In such
event where the requirements of clauses (i), (ii) and (iii) of the
preceding sentence are met, the Option shall expire immediately upon
the occurrence of the Terminating Event.
19<PAGE>
4. Adjustments. In the event that the outstanding
securities of the class then subject to the Option are increased,
decreased or exchanged for or converted into cash, property and/or a
different number or kind of securities, or cash, property and/or
securities are distributed in respect of such outstanding securities,
in either case as a result of a reorganization, merger, consolidation,
recapitalization, reclassification, dividend (other than a cash
dividend paid out of earned surplus) or other distribution, stock
split, reverse stock split or the like, or in the event that
substantially all of the property and assets of the Company are sold,
then, the Committee shall make appropriate and proportionate
adjustments in the number and type of shares or other securities or
cash or other property that may thereafter be acquired upon the
exercise of the Option; provided, however, that any such adjustments
in the Option shall be made without changing the aggregate Exercise
Price of the then unexercised portion of the Option.
5. Exercise. The Option shall be exercisable during
Optionee's lifetime only by Optionee or by his or her guardian or
legal representative, and after Optionee's death only by the person or
entity entitled to do so under Optionee's last will and testament or
applicable intestate law. The Option may only be exercised by the
delivery to the Company of a written notice of such exercise pursuant
to the notice procedures set forth in Section 7 hereof, which notice
shall specify the number of Option Shares to be purchased (the
"Purchased Shares") and the aggregate Exercise Price for such shares
(the "Exercise Notice"), together with payment in full of such
aggregate Exercise Price as follows:
(a) by the delivery to the Company of a
certificate or certificates representing shares of Common Stock, duly
endorsed or accompanied by a duly executed stock power, which delivery
effectively transfers to the Company good and valid title to such
shares, free and clear of any pledge, commitment, lien, claim or other
encumbrance (such shares to be valued on the basis of the aggregate
Fair Market Value thereof on the date of such exercise), provided that
the Company is not then prohibited from purchasing or acquiring such
shares of Common Stock; and/or
(b) by reducing the number of shares of Common
Stock to be issued and delivered to Optionee upon such exercise (such
reduction to be valued on the basis of the aggregate Fair Market Value
(determined on the date of such exercise) of the additional shares of
Common Stock that would otherwise have been issued and delivered upon
such exercise), provided that the Company is not then prohibited from
purchasing or acquiring such shares of Common Stock.
The balance of the Exercise Price not paid by an
exchange of shares pursuant to (a) or (b) above shall be paid in cash
or by a cashier's or certified bank check payable to the Company.
The Optionee will be obligated to pay the Exercise Price
20<PAGE>
in the manner contemplated by (a) and/or (b) above and will be
permitted to pay the Exercise Price in cash only to the extent that it
cannot be paid in the manner provided in (a) and (b) above.
Notwithstanding the foregoing, the Optionee shall be obligated to pay
the Exercise Price in the manner contemplated by (a) above only to the
extent that he or she owns shares of Common Stock beneficially, has
the power to dispose of those shares and such disposition contemplated
by (a) above would not constitute a "disqualifying disposition" of
shares resulting in a loss of the special tax treatment afforded
incentive stock options.
6. Payment of Withholding Taxes.
(a) If the Company is obligated to withhold an
amount on account of any federal, state or local tax imposed as a
result of the exercise of the Option, including, without limitation,
any federal, state or other income tax, or any F.I.C.A., state
disability insurance tax or other employment tax, then Optionee shall,
concurrently with such exercise, pay such amount (the "Withholding
Liability") to the Company in cash or by a cashier's or certified bank
check payable to the Company; provided, however, that, in the
discretion of the Committee, the Optionee may, pursuant to an
irrevocable election of Optionee (a "Withholding Election") made on or
prior to the date of such exercise, instead pay all or any part of the
Withholding Liability in the following manner:
(i) by the delivery to the
Company of a certificate or certificates representing shares of Common
Stock, duly endorsed or accompanied by a duly executed stock powers,
which delivery effectively transfers to the Company good and valid
title to such shares, free and clear of any pledge, commitment, lien,
claim or other encumbrance (such shares to be valued on the basis of
the aggregate Fair Market Value thereof on the date of such exercise),
provided that the Company is not then prohibited from purchasing or
acquiring such shares of Common Stock; and/or
(ii) by reducing the number of
shares of Common Stock to be issued and delivered to Optionee upon
such exercise (such reduction to be valued on the basis of the
aggregate Fair Market Value (determined on the date of such exercise)
of the additional shares of Common Stock that would otherwise have
been issued and delivered upon such exercise), provided that the
Company is not then prohibited from purchasing or acquiring such
shares of Common Stock.
(b) The Committee shall have sole discretion to
approve or disapprove any Withholding Election and may adopt such
rules and regulations as are consistent with and necessary to
implement the foregoing. The Committee may permit Optionee to make a
Withholding Election to pay withholding taxes in excess of the minimum
amount required by law, provided that the amount of withholding taxes
so paid does not exceed the estimated total federal, state and local
21<PAGE>
tax liability of Optionee attributable to such exercise.
7. Notices. Any notice given to the Company shall be
addressed to the Company at P.O. Box 1000, Lebec, California 93243,
Attention: President, or at such other address as the Company may
hereinafter designate in writing to Optionee. Any notice given to
Optionee shall be sent to the address set forth below Optionee's
signature hereto, or at such other address as Optionee may hereafter
designate in writing to the Company. Any such notice shall be deemed
duly given when delivered personally or five days after mailing by
prepaid certified or registered mail return receipt requested.
8. Stock Exchange Requirements; Applicable Laws.
Notwithstanding anything to the contrary in this Agreement, no shares
of stock issuable upon exercise of the Option, and no certificate
representing all or any part of such shares, shall be purchased,
issued or delivered if (a) such shares have not been admitted to
listing upon official notice of issuance on each stock exchange upon
which shares of that class are then listed or (b) in the opinion of
counsel to the Company, such issuance or delivery would cause the
Company to be in violation of or to incur liability under any federal,
state or other securities law, or any requirement of any stock
exchange listing agreement to which the Company is a party, or any
other requirement of law or of any administrative or regulatory body
having jurisdiction over the Company.
9. Restrictions on Transferability.
(a) Neither the Option nor any interest therein
may be sold, assigned, conveyed, gifted, pledged, hypothecated or
otherwise transferred in any manner other than by will or the laws of
descent and distribution.
(b) By accepting the Option, the Optionee for
himself or herself and his or her transferees by will or the laws of
descent and distribution, represent and agree that all shares of
Common Stock purchased upon exercise of the Option will be acquired
for investment and not with a view to the distribution thereof unless
they have been registered under the Securities Act of 1933, and will
otherwise be acquired, held and disposed of and held in accordance
with the restrictions of said Act and the rules and regulations of the
Securities and Exchange Commission thereunder, that the Company may
instruct its transfer agent to restrict further transfer of said
shares in its records except upon receipt of satisfactory evidence
that such restrictions have been satisfied, that upon each exercise of
any portion of the Option, the certificates evidencing the purchased
shares shall bear an appropriate legend on the face thereof evidencing
such restrictions, and that the person entitled to exercise the same
shall furnish evidence satisfactory to the Company (including a
written and signed representation) to the effect that the shares are
being acquired subject to such restrictions.
22<PAGE>
10. 1992 Plan. The Option is granted pursuant to the
1992 Plan, as in effect on the Date of Grant, and is subject to all
the terms and conditions of the 1992 Plan, as the same may be amended
from time to time; provided, however, that no such amendment shall
deprive Optionee, without his or her consent, of the Option or of any
of Optionee's rights under this Agreement. The interpretation and
construction by the Committee of the 1992 Plan, this Agreement, the
Option and such rules and regulations as may be adopted by the
Committee for the purpose of administering the 1992 Plan shall be
final and binding upon Optionee. Until the Option shall expire,
terminate or be exercised in full, the Company shall, upon written
request therefor, send a copy of the 1992 Plan, in its then-current
form, to Optionee or any other person or entity then entitled to
exercise the Option.
11. Stockholder Rights. No person or entity shall be
entitled to vote, receive dividends or be deemed for any purpose the
holder of any Option Shares until the Option shall have been duly
exercised to purchase such Option Shares in accordance with the
provisions of this Agreement and the Option Shares have been issued.
12. Employment Rights. No provision of this Agreement
or of the Option granted hereunder shall (a) confer upon Optionee any
right to continue in the employ of the Company or any of its
subsidiaries, (b) affect the right of the Company and each of its
subsidiaries to terminate the employment of Optionee, with or without
cause, or (c) confer upon Optionee any right to participate in any
employee welfare or benefit plan or other program of the Company or
any of its subsidiaries other than the 1992 Plan. The Optionee hereby
acknowledges and agrees that the Company and each of its subsidiaries
may terminate the employment of Optionee at any time and for any
reason, or for no reason, unless Optionee and the Company or such
subsidiary are parties to a written employment agreement that
expressly provides otherwise.
13. Governing Law. This Agreement and the Option
granted hereunder shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company and Optionee have duly
executed this Agreement as of the Date of Grant.
TEJON RANCH CO. OPTIONEE
By:
Jack Hunt Signature
President
Mailing Address
City, State and Zip Code
Social Security Number
23<PAGE>
EXHIBIT 10.3
LEASE AGREEMENT FOR MR. SAN OLEN
Donald Haskell ("Haskell") leases to Tejon Ranchcorp, a
California corporation ("Tejon"), and Tejon leases from Haskell, the
horse known as Mr. San Olen, on the terms stated below.
1. Lease Term. The initial term of this lease shall be from
December 1, 1993, through December 31, 1995. Tejon is granted the
option to extend the term of this lease for two (2) periods of three
(3) years each. Tejon may exercise such options by delivering notice
to Haskell by November 30 of the year in which the lease term would
otherwise expire.
2. Rent. The rent during the initial and option terms shall be
Five Thousand Dollars ($5,000) per year, payable on or before January
15 of each year. December 1993 shall be rent-free. If a succeeding
lease is desired by the parties, the rental will be renegotiated at
that time.
3. Insurance. Tejon shall purchase and maintain at all times
during the lease term an insurance policy with terms standard in the
horse breeding industry insuring against the death of or injury to Mr.
San Olen. Haskell shall reimburse Tejon on demand for one-half of the
cost of such policy. The initial policy amount shall be Thirty Five
Thousand Dollars ($35,000); this amount shall be adjusted annually
around December of each year, as the parties shall reasonably agree,
to reflect any increase or decrease in the value of Mr. San Olen based
on the performance of his foals. Haskell shall be named as loss payee
of this policy and shall own all insurance proceeds. Haskell agrees
that his sole remedy in the event of the death of or injury to Mr. San
Olen is limited to recovery of the insurance proceeds from the policy
described above, provided that such policy is currently paid and in
conformance with this paragraph, and waives any right to recover any
other or additional sums against Tejon.
4. Duty of Care. Tejon shall care for Mr. San Olen in the same
manner as it would for any horse of his caliber. In particular, when
stabled at Tejon Ranch, Tejon shall keep Mr. San Olen in a stall and
exercise him regularly on a hot-walker and/or ride him.
5. Use. Tejon plans that Mr. San Olen will be used as follows:
he will stand at stud at the Oswood Stallion Station from
approximately February 1 to July 1 of each year and will return to
Tejon Ranch on or about July 1 of each year, all commencing in 1994;
he will idle from July through January while he is at Tejon Ranch; he
will not be shown; Tejon will decide which of its mares and outside
mares will breed with him and will pay all costs associated with doing
so; and Tejon will pay any advertising and promotional costs and any
incentive payments to horse shows that Tejon elects to incur. Tejon
24<PAGE>
may change this plan of using Mr. San Olen with Haskell's consent,
which shall not be unreasonably withheld.
6. Governing Law. This lease shall be governed by and
construed in accordance with the laws of the State of California.
This lease is executed as of November 15, 1993.
______________________________
Donald Haskell
Tejon Ranchcorp,
a California corporation
By:___________________________
Matt Echeverria,
Vice President
25<PAGE>
EXHIBIT 22
(22) Subsidiaries of Registrant
A. Registrant: Tejon Ranch Co.
B. Subsidiaries of Registrant
a. Tejon Ranchcorp (100% of whose Common Stock is owned by
Registrant);
b. Laval Farms Corporation, formerly Tejon Agricultural
Corporation (100% of whose Common Stock is owned by Tejon
Ranchcorp);
c. Tejon Farming Company (100% of whose Common Stock is owned
by Tejon Ranchcorp);
d. Tejon Marketing Company; (100% of whose Common Stock is
owned by Tejon Ranchcorp);
e. Tejon Ranch Feedlot, In. (100% of whose Common Stock is
owned by Tejon Ranchcorp);
f. White Wolf Corporation (100% of whose Common Stock is
owned by Tejon Ranchcorp);
g. Tejon Development Company; (100% of whose Common Stock is
owned by Tejon Ranchcorp).
C. Each of the aforesaid subsidiaries is included in
Registrant's Consolidated Financial Statement set forth in answer to
Item 14(a)(1) hereof.
D. Each of the aforesaid subsidiaries was organized and
incorporated under the laws of the State of California.
E. Each of the aforesaid subsidiaries does business under its
name, as shown. Tejon Ranchcorp also does business under the names
Tejon Ranch, Fireside Oak Co. and Grapevine Center.
In addition to the foregoing, Laval Farms Limited Partnership,
formerly Tejon Agricultural Partners, a California limited
partnership, may be deemed to be a "subsidiary" of Registrant within
the meaning of the Rules under the Securities Exchange Act of 1934 by
reason of the fact that the sole general partner of said partnership
is Laval Farms Corporation, a wholly-owned subsidiary of Registrant.
26<PAGE>
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