SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TEJON RANCH CO.
________________
(Name of Issuer)
COMMON STOCK $0.50 PAR VALUE PER SHARE
______________________________________
(Title of Class of Securities)
879080 10 9
______________
(CUSIP Number)
Donald Haskell
2077 West Coast Highway
Newport Beach, California 92663
(714) 642-1626
________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
WITH A COPY TO:
Gary J. Singer, Esq.
O'Melveny & Myers LLP
610 Newport Center Drive
Suite 1700
Newport Beach, California 92660-6429
(714) 669-6915
_____________________________________
January 31, 1997
_______________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box: ___
<PAGE>
CUSIP No. 879080 10 9 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Ardell Investment Company ("Ardell")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) _____
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7 SOLE VOTING POWER
1,055,828
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,055,828
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,055,828
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
Excludes shares owned by other Reporting Persons, as to which Ardell
disclaims beneficial ownership.
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 879080 10 9 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
M.H. Sherman Company ("Sherman")
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) _____
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
____
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7 SOLE VOTING POWER
1,140,630
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,140,630
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,140,630
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
Excludes shares owned by other Reporting Persons, as to which Sherman
disclaims beneficial ownership.
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 879080 10 9 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Sherman Foundation ("Sherman Foundation")
IRS Identification Number 95-2672431
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) _____
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7 SOLE VOTING POWER
32,072
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
32,072
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,072
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
Excludes shares owned by other Reporting Persons, as to which Sherman
Foundation disclaims beneficial ownership.
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 879080 10 9 Schedule 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Donald Haskell ("Haskell")
Social Security No. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) _____
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
___
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7 SOLE VOTING POWER
51,100
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
51,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,279,630
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
Includes 1,055,828 shares owned by Ardell and 1,140,630 shares owned by
Sherman, in which corporations Haskell owns controlling interests.
Also includes 51,100 shares owned by Haskell personally and 32,072
shares owned by Sherman Foundation, in which Haskell is a trustee.
Haskell disclaims beneficial ownership of the shares owned by Sherman
Foundation.
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $0.50 par value (the
"Shares" or the "Common Stock") of Tejon Ranch Co., a California corporation
(the "Company"), having its principal executive offices at Post Office Box
1000, Lebec, California 93243.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed on behalf of the persons listed below:
Ardell Investment Company ("Ardell")
M.H. Sherman Company ("Sherman")
Sherman Foundation ("Sherman Foundation")
Donald Haskell ("Haskell")
Ardell, Sherman, Sherman Foundation and Haskell are hereinafter
referred to as the "Reporting Persons." The information with respect to the
Reporting Persons required by Item 2 is set forth on Exhibit A hereto and
is incorporated herein by reference.
The statement on this Schedule 13D is filed on behalf of the
Reporting Persons pursuant to Rule 13d-1(f)(1). The Joint Filing Agreement
dated January 31, 1997 among the Reporting Persons with respect to this
Schedule 13D is set forth in Exhibit B hereto and is incorporated herein by
reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons are filing this replacement Schedule 13D to
report separately their ownership of the Company's Common Stock. Such
ownership was previously reported on a Schedule 13D as part of a group with
The Times Mirror Company ("Times Mirror") and certain of its affiliates. As
of January 31, 1997, the Reporting Persons were no longer acting as a group
with respect to the shares of Common Stock of the Company. See Item 4 below.
None of the Reporting Persons has made any purchase of the Company's Common
Stock during the last 60 days.
ITEM 4. PURPOSE OF TRANSACTION
Prior to January 31, 1997, the acquisitions of Common Stock of
the Company by the Reporting Persons were reported as part of a group
pursuant to a Memorandum of Understanding, dated December 28, 1978, as
amended on March 21, 1986 (the "Memorandum of Understanding") by and among
Ardell, Sherman, Sherman Foundation, Haskell, Times Mirror, The Times Mirror
Foundation (the "Foundation") and Chandis Securities Company ("Chandis").
On January 31, 1997, the Reporting Persons received letters from
Times Mirror in which Times Mirror informed the Reporting Persons that
(a) Times Mirror and the Foundation were terminating the Memorandum of
Understanding, including each of the powers-of-attorney in favor of Times Mirror
created thereunder, and (b) Times Mirror was terminating any other
power-of-attorney that may have been executed by any of the Reporting Persons
in favor of Times Mirror in connection with (i) the group's Schedule 13D or any
amendment thereto or (ii) the beneficial ownership by any of the Reporting
Persons of shares of Common Stock, and (c) Times Mirror and the Foundation
were no longer acting together with the Reporting Persons, as a group, with
respect to the ownership of shares of the Company's Common Stock. Copies of
such letters are filed as Exhibits C, D, E and F to this Schedule 13D and
are incorporated herein by reference. See Item 6.
As a result of the letters received from Times Mirror, the
Reporting Persons are filing this replacement Schedule 13D to report
separately their ownership of the Company's Common Stock. As of January 31,
1997, the Reporting Persons were no longer acting as a group with respect
to the ownership of shares of Common Stock of the Company.
Although the Reporting Persons have not formulated any definite plans
or proposals with respect to their investment in the Company, each Reporting
Person may consider, from time to time, the acquisition of additional shares of
Common Stock of the Company or the disposition of some or all of the Common
Stock of the Company such Reporting Person currently holds, depending on market
conditions and other circumstances.
The Reporting Persons have no present plans or proposals that relate
to or would result in any actions or events required to be described in
paragraphs (a) through (j) of Item 4 of Rule 13d-101 of the Securities and
Exchange Commission.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Ardell beneficially owns 1,055,828 shares of Common Stock,
which represent approximately 8.3% of the outstanding shares of Common Stock.
This number of shares beneficially owned by Ardell does not include 1,223,802
shares of Common Stock owned by Sherman, Sherman Foundation and Haskell, as
to which shares Ardell disclaims beneficial ownership.
Sherman beneficially owns 1,140,630 shares of Common Stock,
which represent approximately 9.0% of the outstanding shares of Common Stock.
This number of shares beneficially owned by Sherman does not include 1,139,000
shares of Common Stock owned by Ardell, Sherman Foundation and Haskell, as to
which shares Sherman disclaims beneficial ownership.
Sherman Foundation beneficially owns 32,072 shares of Common
Stock, which represent approximately 0.3% of the outstanding shares of Common
Stock. This number of shares beneficially owned by Sherman Foundation does not
include 2,247,558 shares of Common Stock owned by Ardell, Haskell and Sherman,
as to which shares Sherman Foundation disclaims beneficial ownership.
Haskell beneficially owns 2,279,630 shares of Common Stock,
which represent approximately 18% of the outstanding shares of Common Stock.
This number of shares beneficially owned by Haskell includes 1,055,828 shares
of Common Stock owned by Ardell and 1,140,630 shares of Common Stock owned by
Sherman, in which corporations Haskell owns controlling interests. This number
of shares beneficially owned by Haskell also includes 51,100 shares of Common
Stock owned by Haskell personally and 32,072 shares of Common Stock owned by
Sherman Foundation, in which Haskell is a trustee. Haskell disclaims beneficial
ownership of the 32,072 shares of Common Stock owned by Sherman Foundation.
(b) Ardell has the sole power to vote or to direct the vote, and
the sole power to dispose or direct the disposition, of 1,055,828 shares of
Common Stock.
Sherman has the sole power to vote or to direct the vote, and
the sole power to dispose or direct the disposition, of 1,140,630 shares of
Common Stock.
Sherman Foundation has the sole power to vote or to direct the
vote, and the sole power to dispose or direct the disposition, of 32,072
shares of Common Stock.
Haskell has the sole power to vote or to direct the vote, and
the sole power to dispose or direct the disposition, of 51,100 shares of Common
Stock.
(e) On January 31, 1997, Sherman Foundation ceased to be the
beneficial owner of more than five percent (5%) of the Common Stock of the
Company.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
By letters dated January 30, 1997 from Times Mirror, Times Mirror
informed the Reporting Persons that (a) Times Mirror and the Foundation were
terminating the Memorandum of Understanding, including each of the
powers-of-attorney in favor of Times Mirror created thereunder, and (b) Times
Mirror was terminating any other power-of-attorney that may have been
executed by any of the Reporting Persons in favor of Times Mirror in
connection with (i) the group's Schedule 13D or any amendment thereto or
(ii) the beneficial ownership by any of the Reporting Persons of shares of
Common Stock, and (c) Times Mirror and the Foundation were no longer acting,
together with the Reporting Persons, as a group with respect to the ownership
of shares of Common Stock. Copies of such letters are filed as Exhibits C, D,
E and F to this Schedule 13D and are incorporated herein by reference.
As of January 31, 1997, the Reporting Persons were no longer acting
as a group with respect to the ownership of shares of Common Stock of the
Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Information relating to the Reporting Persons, its principal
officers, directors and controlling persons
Exhibit B Joint Filing Agreement dated January 31, 1997 among the Reporting
Persons with respect to this Schedule 13D
Exhibit C Letter, dated January 30, 1997 from Times Mirror to Ardell
Exhibit D Letter, dated January 30, 1997 from Times Mirror to Sherman
Exhibit E Letter, dated January 30, 1997 from Times Mirror to Sherman
Foundation
Exhibit F Letter, dated January 30, 1997 from Times Mirror to Haskell
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that this statement is true, complete and correct.
ARDELL INVESTMENT COMPANY
By: /s/ Donald Haskell
_________________________________
Name: Donald Haskell
Title: President
M.H. SHERMAN COMPANY
By: /s/ Donald Haskell
_________________________________
Name: Donald Haskell
Title: Chairman of the Board
SHERMAN FOUNDATION
By: /s/ Donald Haskell
________________________________
Name: Donald Haskell
Title: President
/s/ Donald Haskell
____________________________________
Donald Haskell
Dated: January 31, 1997
<PAGE>
EXHIBIT A
ARDELL INVESTMENT COMPANY
2077 West Coast Highway
Newport Beach, California 92663
Ardell Investment Company ("Ardell") is a California corporation
engaged in the business of owning and leasing real property and holding
securities for long-term investment. Except where otherwise indicated, the
business address for the persons named below is Ardell Investment Company, 2077
West Coast Highway, Newport Beach, California 92663.
Neither Ardell nor any of its executive officers, directors or
controlling persons has, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding resulting in a judgment, decree or final
order enjoining or mandating activities subject to, federal or state securities
laws or finding any violation of any such law by such person.
The following persons are directors and/or officers of Ardell:
Donald Haskell Director and President
D. T. Daniels Director, Vice President and Treasurer
Craig Cadwalader Director
Present principal occupation: President of Ardell
Marina, Inc.
Barbara J. Davis Secretary
All such persons are citizens of the United States.
All outstanding stock of Ardell is presently owned by Donald
Haskell. Such person thus may be deemed to control Ardell.
<PAGE>
M. H. SHERMAN COMPANY
2077 West Coast Highway
Newport Beach, California 92663
M. H. Sherman Company ("Sherman") is a California corporation
engaged in the business of owning and leasing real property, either directly
or through affiliated companies, and holding securities for long-term
investment. Except where otherwise indicated, the business address for the
persons named below is M. H. Sherman Company, 2077 West Coast Highway, Newport
Beach, California 92663.
Neither Sherman nor any of its executive officers, directors or
controlling persons has, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding resulting in a judgment, decree or final
order enjoining or mandating activities subject to, federal or state securities
laws or finding any violation of any such law by such person.
The following persons are directors and/or officers of Sherman:
Donald Haskell Director, Chairman of the Board and Chief
Executive Officer
D. T. Daniels Director, President and Treasurer
Craig Cadwalader Director and Vice President
Present principal occupation: President of Ardell
Marina, Inc.
Barbara J. Davis Secretary
All such persons are citizens of the United States.
All outstanding voting stock of Sherman is owned by the following
persons: Ardell Investment Company; Sherman Foundation, a non-profit,
charitable corporation, of which Donald Haskell is President and a Trustee;
and Donald Haskell. Donald Haskell, by virtue of his ownership of the majority
of voting stock of Sherman, may be deemed to control Sherman.
<PAGE>
SHERMAN FOUNDATION
2077 West Coast Highway
Newport Beach, California 92663
Sherman Foundation ("Sherman Foundation") is a Delaware non-profit
organization, which, as a public charity, operates a botanical garden and
historical research library located at 2647 East Coast Highway, Corona del Mar,
California.
Neither Sherman Foundation nor any of its executive officers,
trustees or controlling persons has, during the past five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding resulting in a judgment, decree or final
order enjoining or mandating activities subject to, federal or state securities
laws or finding any violation of any such law by such person.
The following persons are trustees and/or officers of Sherman
Foundation:
Donald Haskell Trustee, President and Treasurer
D. T. Daniels Trustee, Vice President and Secretary
Glenn L. Archer, Jr. Trustee
Present principal occupation and business
address: Chief
Judge, Court of Appeals, Federal Circuit,
717 Madison
Place, N.W., Washington, D.C. 20439
Craig Cadwalader Trustee
Present principal occupation: President of
Ardell
Marina, Inc.
K. Martin Worthy Trustee
Present principal occupation and business
address: Senior Counsel, Hopkins & Sutter,
888 Sixteenth Street, N. W., Washington,
D.C. 20006.
All such persons are citizens of the United States.
Because of its non-profit status, Sherman Foundation has no
outstanding stock.
<PAGE>
DONALD HASKELL
2077 West Coast Highway
Newport Beach, California 92663
The present principal occupation of Donald Haskell is Chairman of
M. H. Sherman Company and President of Ardell Investment Company. Mr. Haskell
is also Chairman of the Board of the Tejon Ranch Company. His business address
is 2077 West Coast Highway, Newport Beach, California 92663, his social
security number is ###-##-#### and he is a United States citizen.
Mr. Haskell has not, during the past five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding resulting in a judgment, decree or final
order enjoining or mandating activities subject to, federal or state securities
laws or finding any violation of any such law by such person.
<PAGE>
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned agree that the foregoing statement on Schedule 13D is
being filed with the Commission on behalf of each of the undersigned pursuant
to Rule 13d-1(f)(1).
Dated: January 31, 1997
ARDELL INVESTMENT COMPANY
/s/ Donald Haskell
_________________________________
Name: Donald Haskell
Title: President
M.H. SHERMAN COMPANY
/s/ Donald Haskell
________________________________
Name: Donald Haskell
Title: Chairman of the Board
SHERMAN FOUNDATION
/s/ Donald Haskell
________________________________
Name: Donald Haskell
Title: President
/s/ Donald Haskell
________________________________
Donald Haskell
<PAGE>
EXHIBIT C
TIMES MIRROR
Time Mirror Square
Los Angeles, CA 90053
Tel: 213 237-6400
Tel: 213 237-2949
January 30, 1997
KATHLEEN G. MCGUINNESS
Vice President, Secretary and
General Counsel
Ardell Investment Company
P.O. Box 1715
Newport Beach, CA 92659
Ladies and Gentlemen:
This letter shall constitute notice that, effective immediately:
1. The Times Mirror Company ("Times Mirror") and the Times Mirror Foundation
(the "Foundation") are terminating the Memorandum of Understanding dated
December 28, 1978 by and among Ardell Investment Company, Chandis
Securities Company, M.H. Sherman Company, Times Mirror and the Foundation
(the "Memorandum of Understanding"), including each of the powers-of-
attorney created thereunder in favor of Times Mirror;
2. Times Mirror is terminating any other power-of-attorney that may have
been executed by you in favor of Times Mirror in connection with (a) the
Schedule 13D with respect to Tejon Ranch Co., filed on December 28, 1978,
or any amendment thereto or (b) your beneficial ownership of the shares
of Common Stock, par value $1.00 per share, of Tejon Ranch Co. ("Common
Stock"); and
3. Times Mirror and the Foundation are no longer acting together with Ardell
Investment Company, M.H. Sherman Company, Sherman Foundation and Donald
Haskell as a group with respect to the ownership of shares of Common
Stock.
Very truly yours,
/s/ Kathleen G. McGuinness
____________________________________
KGM/pm
<PAGE>
EXHIBIT D
TIMES MIRROR
Time Mirror Square
Los Angeles, CA 90053
Tel: 213 237-6400
Tel: 213 237-2949
January 30, 1997
KATHLEEN G. MCGUINNESS
Vice President, Secretary and
General Counsel
M.H. Sherman Company
P.O. Box 1715
Newport Beach, CA 92659
Ladies and Gentlemen:
This letter shall constitute notice that, effective immediately:
1. The Times Mirror Company ("Times Mirror") and the Times Mirror Foundation
(the "Foundation") are terminating the Memorandum of Understanding dated
December 28, 1978 by and among Ardell Investment Company, Chandis
Securities Company, M.H. Sherman Company, Times Mirror and the
Foundation (the "Memorandum of Understanding"), including each of the
powers-of-attorney created thereunder in favor of Times Mirror;
2. Times Mirror is terminating any other power-of-attorney that may have been
executed by you in favor of Times Mirror in connection with (a) the
Schedule 13D with respect to Tejon Ranch Co., filed on December 28, 1978,
or any amendment thereto or (b) your beneficial ownership of shares of
Common Stock, par value $1.00 per share, of Tejon Ranch Co. ("Common
Stock"); and
3. Times Mirror and the Foundation are no longer acting together with Ardell
Investment Company, M.H. Sherman Company, Sherman Foundation and Donald
Haskell as a group with respect to the ownership of shares of Common
Stock.
Very truly yours,
/s/ Kathleen G. McGuinness
________________________________________
KGM/pm
<PAGE>
EXHIBIT E
TIMES MIRROR
Time Mirror Square
Los Angeles, CA 90053
Tel: 213 237-6400
Tel: 213 237-2949
January 30, 1997
KATHLEEN G. MCGUINNESS
Vice President, Secretary and
General Counsel
Sherman Foundation
P.O. Box 1715
Newport Beach, CA 92659
Ladies and Gentlemen:
This letter shall constitute notice that, effective immediately:
1. The Times Mirror Company ("Times Mirror") and the Times Mirror Foundation
(the "Foundation") are terminating the Memorandum of Understanding dated
December 28, 1978 by and among Ardell Investment Company, Chandis
Securities Company, M.H. Sherman Company, Times Mirror and the
Foundation (the "Memorandum of Understanding"), including each of the
powers-of-attorney created thereunder in favor of Times Mirror;
2. Times Mirror is terminating any other power-of-attorney that may have
been executed by you in favor of Times Mirror in connection with (a) the
Schedule 13D with respect to Tejon Ranch Co., filed on December 28, 1978,
or any amendment thereto or (b) your beneficial ownership of shares of
Common Stock, par value $1.00 per share, of Tejon Ranch Co. ("Common
Stock"); and
3. Times Mirror and the Foundation are no longer acting together with Ardell
Investment Company, M.H. Sherman Company, Sherman Foundation and Donald
Haskell as a group with respect to the ownership of shares of Common
Stock.
Very truly yours,
/s/ Kathleen G. McGuinness
_______________________________________
KGM/pm
<PAGE>
EXHIBIT F
TIMES MIRROR
Time Mirror Square
Los Angeles, CA 90053
Tel: 213 237-6400
Tel: 213 237-2949
January 30, 1997
KATHLEEN G. MCGUINNESS
Vice President, Secretary and
General Counsel
Mr. Donald Haskell
P.O. Box 1715
Newport Beach, CA 92659
Dear Mr. Haskell:
This letter shall constitute notice that, effective immediately:
1. The Times Mirror Company ("Times Mirror") and the Times Mirror Foundation
(the "Foundation") are terminating the Memorandum of Understanding dated
December 28, 1978 by and among Ardell Investment Company, Chandis
Securities Company, M.H. Sherman Company, Times Mirror and the
Foundation (the "Memorandum of Understanding"), including each of the
powers-of-attorney created thereunder in favor of Times Mirror;
2. Times Mirror is terminating any other power-of-attorney that may have
been executed by you in favor of Times Mirror in connection with (a) the
Schedule 13D with respect to Tejon Ranch Co., filed on December 28, 1978,
or any amendment thereto or (b) your beneficial ownership of shares of
Common Stock, par value $1.00 per share, of Tejon Ranch Co. ("Common
Stock"); and
3. Times Mirror and the Foundation are no longer acting together with Ardell
Investment Company, M.H. Sherman Company, Sherman Foundation and Donald
Haskell as a group with respect to the ownership of shares of Common
Stock.
Very truly yours,
/s/ Kathleen G. McGuinness
________________________________________
KGM/pm
