<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TEJON RANCH COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
TEJON RANCH CO.
Post Office Box 1000
Lebec, California 93243
April 7, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Tejon Ranch Co. on Tuesday, May 2, 2000, at 9:30 A.M., at the Irvine Marriott at
John Wayne Airport, 18000 Von Karman Ave., Irvine, California. Your Board of
Directors and management look forward to greeting those stockholders who are
able to attend.
The Notice of Annual Meeting and Proxy Statement containing information
concerning the business to be transacted at the meeting appear in the following
pages.
It is important that your shares be represented and voted at the meeting,
whether or not you plan to attend. Please sign, date, and mail the enclosed
proxy at your earliest convenience.
Your interest and participation in the affairs of the Company are greatly
appreciated.
Sincerely,
Robert A. Stine,
President and Chief Executive Officer
<PAGE>
TEJON RANCH CO.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
on
May 2, 2000
The Annual Meeting of Stockholders of Tejon Ranch Co. (the "Company") will
be held at the Irvine Marriott at John Wayne Airport, 18000 Von Karman Avenue,
Irvine, California on Tuesday, May 2, 2000, at 9:30 A.M., California time, for
the following purposes:
1. To elect four directors.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The names of the nominees of the Board of Directors of the Company for
election at the meeting are: Otis Booth, Jr., Dan T. Daniels, Robert C. Ruocco
and Geoffrey L. Stack.
The Board of Directors has fixed the close of business on March 21, 2000,
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting.
Your attention is invited to the accompanying Proxy Statement. To ensure
that your shares are represented at the meeting, please date, sign, and mail the
enclosed proxy, for which a return envelope is provided.
For the Board of Directors,
RAYBURN S. DEZEMBER, Chairman of the Board
DENNIS MULLINS, Secretary
Lebec, California
April 7, 2000
PLEASE MARK YOUR INSTRUCTIONS ON THE ENCLOSED PROXY, SIGN AND DATE THE PROXY,
AND RETURN IT IN THE ENCLOSED POSTAGE PAID ENVELOPE EVEN IF YOU PLAN TO ATTEND
THE ANNUAL MEETING. IF YOU ATTEND THE MEETING AND WISH TO DO SO, YOU MAY VOTE
YOUR SHARES IN PERSON EVEN IF YOU HAVE SIGNED AND RETURNED YOUR PROXY.
<PAGE>
TEJON RANCH CO.
Post Office Box 1000
Lebec, California 93243
PROXY STATEMENT
Annual Meeting of Stockholders
May 2, 2000
This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Company for use at the Annual Meeting of Stockholders to be
held on May 2, 2000.
It is anticipated that the mailing of this Proxy Statement and accompanying
form of Proxy to stockholders will begin on or about April 7, 2000.
SOLICITATION OF PROXIES
At the meeting, the stockholders of the Company will be asked (1) to elect
four directors, and (2) to transact such other business as may properly come
before the meeting. Your Board of Directors is asking for your proxy for use at
the meeting. Although management does not know of any other matter to be acted
upon at the meeting, shares represented by valid proxies will be voted by the
persons named on the proxy in accordance with their best judgment with respect
to any other matters which may properly come before the meeting.
The cost of preparing, assembling, and mailing the Notice of Meeting, this
Proxy Statement and the enclosed proxy ballot will be paid by the Company.
Following the mailing of this Proxy Statement, directors, officers, and regular
employees of the Company may solicit proxies by mail, telephone, telegraph, or
in person; such persons will receive no additional compensation for such
services. Brokerage houses and other nominees, fiduciaries and custodians
nominally holding shares of record will be requested to forward proxy soliciting
material to the beneficial owners of such shares and will be reimbursed by the
Company for their charges and expenses in connection therewith at the rates
approved by the New York Stock Exchange.
RECORD DATE AND VOTING
Holders of shares of Common Stock of record at the close of business on
March 21, 2000, are entitled to notice of, and to vote at, the meeting. There
were 12,697,179 shares of Common Stock outstanding at the record date. A
stockholder giving a proxy may revoke it at any time before it is voted by
filing with the Company's Secretary a written notice of revocation or a duly
executed proxy bearing a later date. Unless a proxy is revoked and except as
indicated below under "Election of Directors," shares represented by a proxy
will be voted in accordance with the voting instructions on the proxy and, on
matters for which no voting instructions are given, shares will be voted for the
nominees of the Board of Directors as shown on the proxy. Stockholders cannot
abstain in the election of directors, but they can withhold authority.
Stockholders who withhold authority will be considered present for purposes of
determining a quorum. The rules of the New York Stock Exchange permit member
organizations ("brokers") to vote shares on behalf of beneficial owners, in the
absence of instructions from beneficial owners, on certain "routine" matters,
including the election of directors and ratification of independent public
accountants, but do not permit such votes on "non-routine" matters. Situations
where brokers are unable to vote on non-routine proposals are referred to as
"broker non-votes." Broker non-votes will not be counted as present for
purposes of determining a quorum, have no effect on the outcome of matters
requiring the affirmative vote of a majority or super-majority of shares
represented at the meeting, and have the effect of a negative vote on matters
requiring the affirmative vote of the holders of a majority or super-majority of
the shares outstanding.
Stockholders vote cumulatively in the election of directors. Cumulative
voting means that each stockholder is entitled to a number of votes equal to the
number of directors to be elected multiplied by the number of shares he or she
holds. These votes may be cast for one nominee or distributed among two or more
nominees. The four (4) candidates receiving the highest number of affirmative
votes will be elected as directors. On all other matters, each share has one
vote.
<PAGE>
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table lists the stockholders known to the Company to be the
beneficial owners of more than 5% of the shares of Company Common Stock
outstanding as of March 27, 2000. The table also provides the stock ownership
of all directors and of the most highly compensated executive officers as of the
same date.
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent
Name and Address of Stockholder Ownership(1) of Class
-------------------------------------------------------- ------------- -----------
<S> <C> <C>
Ardell Investment Company 1,055,828 (2) 8.22%
P.O. Box 1715
Newport Beach, CA 92659
M.H. Sherman Company 1,140,630 (2) 8.88%
P.O. Box 1715
Newport Beach, CA 92659
EQSF Advisers, Inc. 3,245,508 (3) 25.26%
767 Third Avenue
New York, NY 10017
Carl Marks Management Company, L.P. 756,000 (4) 5.88%
135 East 57th Street
New York, NY 10022
State of Wisconsin Investment Board 999,600 (5) 7.78%
P.O. Box 7842
Madison, WI 53707
Directors
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Otis Booth, Jr. 6,243 (6) below 1%
Craig Cadwalader 2,222,530 (7) 17.29%
Dan T. Daniels 2,226,388 (8) 17.33%
Rayburn S. Dezember 6,243 (9) below 1%
John L. Goolsby 3,648 (9) below 1%
Norman Metcalfe 4,222 (6) below 1%
George G.C. Parker 500 (9) below 1%
Robert C. Ruocco 761,243 (10) 5.92%
Kent G. Snyder 2,363 (6) below 1%
Geoffrey L. Stack 3,157 (11) below 1%
Robert A. Stine 76,175 (12) below 1%
Martin J. Whitman 3,245,508 (13) 25.26%
Executive Officers
------------------
Matthew J. Echeverria 19,947 (14) below 1%
Douglas M. Ford 647 (14) below 1%
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C>
Allen E. Lyda 16,588 (14) below 1%
Dennis Mullins 11,310 (14) below 1%
All officers and directors as a group 6,383,635 49.67%
(17 persons)
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</TABLE>
(1) In each case, the named stockholder has the sole voting and investment
power as to the indicated shares, except as set forth in the footnotes
below.
(2) Does not include 26,072 shares (0.21% of the number of shares outstanding)
owned of record and beneficially by the Sherman Foundation, a non-profit
public charity, three of the trustees of which are directors of Ardell
Investment Company and M.H. Sherman Company, those being Messrs. Donald
Haskell, who retired on September 30, 1998 as Chairman of the Board of
Directors of the Company, and Craig Cadwalader and Dan T. Daniels,
directors of the Company. Mr. Haskell is President of the Sherman
Foundation, is President and a director of Ardell Investment Company, is
Chairman of the Board and a director of M.H. Sherman Company, and has the
power to vote a majority of the shares of Ardell Investment Company and
M.H. Sherman Company. Mr. Haskell also owns personally 51,100 shares of
the Company. Mr. Haskell disclaims beneficial ownership of the shares
owned by the Sherman Foundation for all other purposes.
(3) Includes 3,045,508 shares owned beneficially and of record by Third Avenue
Value Fund and 200,000 shares owned beneficially and of record by Third
Avenue Small-Cap Value Fund. EQSF Advisers, Inc. has sole voting and
investment power with respect to these shares.
(4) Includes 521,000 shares owned beneficially and of record by Carl Marks
Strategic Investments, L.P., 185,000 shares owned beneficially and of
record by Carl Marks Strategic Investments II, L.P., and 50,000 shares
owned beneficially and of record by Uranus Fund Ltd. Carl Marks Management
Company, L.P. has sole voting and investment power with respect to the
shares owned by Carl Marks Strategic Investments, L.P. and Carl Marks
Strategic Investments II, L.P. Carl Marks Offshore Management, Inc., which
is under common control with Carl Marks Management Company, L.P., has sole
voting and investment power with respect to the shares owned by Uranus Fund
Ltd.
(5) Based upon information provided to the Company by the stockholder on a
Schedule 13G dated February 10, 2000, and filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934.
(6) Includes shares underlying options that are currently exercisable as
follows: Mr. Booth 5,243 shares, Mr. Metcalfe 2,622 shares, and Mr. Snyder
2,363 shares.
(7) Includes 1,055,828 shares owned by Ardell Investment Company, 1,140,630
shares owned by M.H. Sherman Company, and 26,072 shares owned by Sherman
Foundation. Mr. Cadwalader is a director of Ardell Investment Company and
M.H. Sherman Company and a trustee of Sherman Foundation. Mr. Cadwalader
disclaims beneficial ownership as to all of the shares owned by said
entities for all other purposes.
(8) Includes 1,055,828 shares owned by Ardell Investment Company, 1,140,630
shares owned by M.H. Sherman Company, and 26,072 shares owned by Sherman
Foundation. Mr. Daniels is Vice President, Treasurer and a director of
Ardell Investment Company, President and a director of M.H. Sherman
Company, and Vice President, Secretary and a trustee of Sherman Foundation.
Mr. Daniels disclaims beneficial ownership as to all of the shares owned by
said entities for all other purposes. Also includes 3,858 shares
underlying options that are currently exercisable.
(9) The shares owned by each of Messrs. Dezember, Goolsby and Parker are held
by a family trust concerning which the director and his spouse share voting
and investment power. Includes shares underlying options that are
currently exercisable as follows: Mr. Dezember 5,243 shares, and Mr.
Goolsby 2,648 shares.
(10) Includes 521,000 shares owned beneficially and of record by Carl Marks
Strategic Investments, L.P., 185,000 shares owned beneficially and of
record by Carl Marks Strategic Investments II, L.P., and 50,000 shares
owned beneficially and of record by Uranus Fund Ltd. Mr. Ruocco is a
General Partner of Carl Marks Management
3
<PAGE>
Company, L.P. and a Vice President of Carl Marks Offshore Management, Inc.,
and shares voting and investment power for both entities. Includes 5,243
shares respecting options that are currently exercisable.
(11) The shares owned by Mr. Stack are held as community property; he and his
spouse share voting and investment power with respect to their shares.
Includes 3,113 shares underlying options that are currently exercisable.
(12) The shares owned by Mr. Stine are held by a family trust concerning which
he and his spouse share voting and investment power. Includes 70,000
shares underlying options that are currently exercisable or become
exercisable within 60 days, and 5,175 restricted shares, which the Company
has the right to buy back at a nominal price if certain contingencies
occur.
(13) Includes 3,045,508 shares owned beneficially and of record by Third Avenue
Value Fund and 200,000 shares owned beneficially and of record by Third
Avenue Small-Cap Value Fund. Mr. Whitman is Chairman of the Board and CEO
of Third Avenue Trust, which contains Third Avenue Value Fund and Third
Avenue Small-Cap Value Fund as investment series, and of EQSF Advisers,
Inc., Third Avenue Trust's investment advisor, and has the power to vote a
majority of the shares of EQSF Advisers, Inc. Mr. Whitman disclaims
beneficial ownership of the shares owned by said entities for all other
purposes.
(14) The unrestricted shares owned by Mr. Echeverria are held as community
property; he and his spouse share voting and investment power with respect
to their shares. The totals for Messrs. Echeverria, Ford, Lyda and
Mullins include (a) shares underlying options that are currently
exercisable as follows: Mr. Echeverria 19,000 shares, Mr. Lyda 14,000
shares and Mr. Mullins 11,310 shares, and (b) restricted shares, which the
Company has a right to buy back at a nominal price if certain contingencies
occur, as follows: Mr. Echeverria 647 shares, Mr. Ford 647 shares, and Mr.
Lyda 2,588 shares.
ELECTION OF DIRECTORS
The Board of Directors now consists of twelve directors divided into three
classes based upon when their terms expire. The terms of four directors (Class
I) expire at the 2000 Annual Meeting, the terms of four directors (Class II)
expire at the 2001 Annual Meeting, and the terms of four directors (Class III)
expire at the 2002 Annual Meeting. The regular terms of directors expire at the
third Annual Meeting following the Annual Meeting at which the directors were
elected, although directors continue to serve until their successors are elected
and qualified, unless the authorized number of directors has been decreased.
The names of the nominees of the Board of Directors for election as
directors at the 2000 Annual Meeting (all of whom are presently directors) are
set forth in the table below, along with certain other information. The table
also includes information as to other directors of the Company.
Other than nominations made at the direction of the Board of Directors,
nominations of persons for election to the Board of Directors by stockholders
must be made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not later than
the close of business on the 10th day following the day on which the Notice of
Annual Meeting of Stockholders was mailed. Such stockholder's notice must set
forth: (i) as to each person whom the stockholder proposes to nominate for
election or reelection as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors or is otherwise required, in each case pursuant to the Securities
Exchange Act of 1934, as amended; and (ii) as to the stockholder giving the
notice, the name and address, as they appear on the Company's books, of such
stockholder, and the class and number of shares of the Company which are
beneficially owned by such stockholder.
Except as noted below, each proxy solicited by and on behalf of the Board
of Directors will be voted "FOR" the election of the nominees named below
(unless such authority is withheld as provided in the proxy) and one fourth of
the votes to which the stockholder is entitled will be cast for each of the four
nominees. In the event any one or more of the nominees shall become unable to
serve or refuse to serve as director (an event which is not anticipated), the
proxy holders will vote for substitute nominees in their discretion. If one or
more persons other than those named below as nominees for the 2000 Annual
Meeting are nominated as candidates for director by persons other than the Board
of Directors, the enclosed proxy may be voted in favor of any one or more of
said nominees of the Board of Directors or substitute nominees and in such order
of preference as the proxy holders may determine in their discretion.
4
<PAGE>
All references to the Company in the table below and the remainder of this
Proxy Statement relating to periods prior to June 1987 include references to
Tejon Ranch Co., a California corporation and the Company's predecessor, which
became a wholly owned subsidiary of the Company as a result of a reincorporation
transaction consummated in June 1987.
<TABLE>
<CAPTION>
First
Nominees for Class I Directors Whose Terms Expire in 2000 Became
and Principal Occupation or Employment(1) Director Age
----------------------------------------- --------- ------
<S> <C> <C>
Otis Booth, Jr.(3) 1970 76
Private investments and ranching; Director of Clipper
Fund, Inc.
Dan T. Daniels(2)(3)(4)(5) 1982 58
President and Director, M.H. Sherman Company, investments
Robert C. Ruocco(4) 1997 41
General Partner, Carl Marks Management Company, L.P.,
investment management; Director of Sport & Health
Company, L.C., Seaman Furniture Company, Inc., and
Anchor Glass Container Corporation
Geoffrey L. Stack(3)(5) 1998 56
Managing Director, SARESREGIS Group, real estate
development and management; Director of Arral & Partners
Continuing Directors and Principal Occupation or Employment(1)
- ---------------------------------------------------------------
Craig Cadwalader(3) 1994 59
President, Chief Operating Officer and Director,
Ardell Marina, Inc., yacht brokerage; Director, M.H.
Sherman Co.
Rayburn S. Dezember(2)(4) 1990 69
Chairman of the Board, Tejon Ranch Co.; Director,
Bolthouse Farms, Inc., and The Bakersfield
Californian
John L. Goolsby(5) 1999 58
Director of America West Holdings Corporation
and Sierra Pacific Resources
Norman Metcalfe(4)(5) 1998 57
Real estate and investments; Director of Sierra Cities.com
George G.C. Parker 1999 61
Dean Witter Professor of Finance and Associate Dean for
Academic Affairs, Graduate School of Business, Stanford
University; Director of Continental Airlines, Inc.,
Dresdner/RCM Mutual Funds, and Metamarkets.com Mutual Funds
Kent G. Snyder(3) 1998 63
Attorney at Law; Director of First Fidelity Investment &
Loan
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
Robert A. Stine(2)(5) 1996 53
President and Chief Executive Officer, Tejon Ranch Co.;
Director of Rancho Santa Fe National Bank and The
Bakersfield Californian
Martin J. Whitman(2) 1997 75
Chairman of the Board and Chief Executive Officer of Third
Avenue Trust, Third Avenue Variable Series Trust, and
EQSF Advisers, Inc., investment management;
Danielson Holding Corporation, insurance; and M.J. Whitman,
Inc., stock brokerage; Distinguished Faculty Fellow, Yale
University School of Management; Director of
Nabors Industries, Inc.
- -----------------
</TABLE>
(1) Except as set forth below, each of the directors has been engaged in his
principal occupation described above during the past five years. There are
no family relationships among any directors of the Company.
Mr. Goolsby served as President and Chief Executive Officer of The Howard
Hughes Corporation, a real estate development company, from 1990 until his
retirement in July 1998. Mr. Metcalfe served as Vice Chairman and Chief
Financial Officer of The Irvine Company, a real estate development company,
from March 1993 to December 1996. Mr. Stine served as the Chief Executive
Officer of Collins Development Company, a real estate development company,
from 1986 to April 1995. He became President and Chief Executive Officer
of the Company on May 1, 1996, and a Director of the Company on May 13,
1996.
Since March 1990, Mr. Whitman has been the Chairman of the Board, Chief
Executive Officer and a Trustee (and, from January 1991 to May 1998, the
President) of Third Avenue Trust, an open-end management investment company
registered under the Investment Company Act of 1940 and containing multiple
investment series, and its predecessor, Third Avenue Value Fund, Inc.
(together with its predecessor, "Third Avenue Trust"). During that time
Mr. Whitman has also held the same positions (including President until
February 1998) at EQSF Advisers, Inc. ("EQSF"), Third Avenue Trust's
investment adviser. Since July 1999, Mr. Whitman has been Chairman of the
Board, Chief Executive Officer and a Trustee of Third Avenue Variable
Series Trust, an open-end management investment company registered under
the Investment Company Act of 1940. Mr. Whitman is a Managing Director of
Whitman Heffernan Rhein & Co., Inc., an investment and financial advisory
firm which he co-founded in 1987 and which ceased operations in December
1996. Mr. Whitman has been a Director and Chairman of the Board since
August 1990 and Chief Executive Officer since August 1997 of Danielson
Holding Corporation, an insurance holding company. From March 1993 through
February 1996, Mr. Whitman served as a director of Herman's Sporting Goods,
Inc. a retail sporting goods chain, which filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code in April 1996. Since
1974, Mr. Whitman has been the President and controlling stockholder of
M.J. Whitman & Co., Inc. (now known as Martin J. Whitman & Co., Inc.).
Since January 1995, Mr. Whitman has served as the Chairman and Chief
Executive Officer (and, until June 1995, as President) of M.J. Whitman,
Inc. ("MJW"), a registered broker-dealer. Also since January 1995, Mr.
Whitman has served as the Chairman and Chief Executive Officer of M.J.
Whitman Holding Corp., the parent of MJW and other affiliates. Mr. Whitman
is a Distinguished Faculty Fellow in Finance at the Yale University School
of Management.
(2) Member of Executive Committee.
(3) Member of Audit Committee.
(4) Member of Compensation Committee.
(5) Member of Real Estate Committee.
The terms of Messrs. Cadwalader, Dezember, Parker and Stine expire at the
2001 Annual Meeting, and the terms of Messrs. Goolsby, Metcalfe, Snyder and
Whitman expire at the 2002 Annual Meeting.
6
<PAGE>
Board of Directors and Committees
Standing committees of the Board of Directors include the Executive, Audit,
Compensation, and Real Estate Committees. The major functions of each of these
committees are described briefly below.
Except for certain powers which, under Delaware law, may be exercised only
by the full Board of Directors, the Executive Committee may exercise all powers
and authority of the Board of Directors in the management of the business and
affairs of the Company. The Executive Committee also functions as the
Nominating Committee as needed. In this role, it periodically searches for and
considers qualified candidates to serve on the Board of Directors. However, the
nominees for director proposed by the Board of Directors are selected by the
entire Board.
The Audit Committee recommends engagement of the independent accountants,
reviews the arrangement and scope of audit, considers comments made by the
independent accountants with respect to internal controls, reviews internal
accounting procedures and controls with the Company's financial accounting
staff, and reviews non-audit services provided by the Company's independent
accountants.
The Compensation Committee periodically reviews and either adjusts or
recommends to the Board of Directors appropriate adjustments to the compensation
arrangements for executive officers.
The Real Estate Committee reviews all activities and issues related to the
Company's real estate assets and opportunities. It receives and considers the
analyses of the Company's outside land use and development consultants. The
Committee directs management on the direction that the Company's real estate
activities should take.
During 1999, there were four meetings of the Board of Directors, none of
the Executive Committee, two of the Audit Committee, four of the Compensation
Committee, and two of the Real Estate Committee. During 1999 all incumbent
directors attended 75% or more of the aggregate total of such meetings of the
Board of Directors and committees of the Board on which they served.
Director Compensation
Directors who are not employees of the Company receive an annual retainer
of $24,000, a fee of $1,000 for attendance at any meeting of the Board, a fee of
$500 per Committee meeting attended by such director on the day of a Board
meeting, and a fee of $1,000 per Committee meeting attended by such director on
a day when the Board is not meeting. The fees are payable if the meeting was
attended in person or by telephone conference call. The annual retainer is
payable one-half in cash and one-half in stock options valued using the Black-
Scholes method, unless the director elects to receive his entire retainer in
stock options. If a director owns beneficially, or is affiliated with a person
or entity which owns beneficially, 5% or more of the outstanding shares of the
Common Stock of the Company, then that director may elect to receive his entire
annual retainer in cash.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own beneficially more than 10%
of the Company's Common Stock to file reports of beneficial ownership and
changes in ownership with the Securities and Exchange Commission. Messrs. Ford,
Goolsby and Parker failed to timely file their initial reports due upon taking
office but promptly completed the filings when the failure to file was called to
their attention.
EXECUTIVE COMPENSATION
The following table shows the aggregate compensation paid on an accrual
basis by the Company and its subsidiaries during 1999 and each of the two
previous years to the Chief Executive Officer and to the four other executive
officers of the Company who were most highly compensated in 1999.
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
COMPENSATION
AWARDS
----------------------------------------------------------------------------------------------------------
NAME RESTRICTED SECURITIES
AND STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL SALARY(1) BONUS(1) AWARDS(2) OPTIONS PAYOUTS COMPENSATION(3)
POSITION YEAR ($) ($) ($) (#) ($) ($)
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert A. Stine 1999 310,000 142,442 120,000 106,137 - - 5,600
President and Chief 1998 295,000 141,600 170,000 - - 5,175
Executive Officer 1997 275,000 100,000 0 - - 5,075
Matthew J. Echeverria 1999 205,000 53,044 15,000 44,665 - - 4,300
Senior Vice President 1998 200,000 68,970 66,000 - - 4,216
1997 185,000 35,000 0 - - 4,116
Dennis Mullins 1999 155,000 78,825 28,946 - - 3,400
Vice President, 1998 150,000 67,500 34,000 - - 3,350
General Counsel and 1997 143,000 15,000 0 - - 1,430
Secretary
Douglas M. Ford 1999 180,000 45,036 15,000 39,218 - - 0
Senior Vice President 1998 7,500 0 30,000 - - 0
Allen E. Lyda 1999 155,000 59,734 60,000 28,946 - - 3,400
Vice President, Chief 1998 150,000 64,350 42,000 - - 3,353
Financial Officer, 1997 138,000 20,000 0 - - 1,380
Treasurer
and Assistant Secretary
- --------------------
</TABLE>
(1) Amounts shown include salary earned and received by executive officers.
The bonus amounts shown were accrued by the Company in the years shown but
were received by the officers in January and February of the following
year.
(2) The amounts in this column represent restricted stock issued pursuant to
the 1998 Stock Incentive Plan. The amounts in this column represent the
value of restricted stock granted under the 1998 Stock Incentive Plan based
on the closing price of the Company's Common Stock on the New York Stock
Exchange on the date the issuance of the shares was authorized by the Board
of Directors. The number of shares and their value at the end of 1999
(based on the closing price of the Company's Common Stock on the New York
Stock Exchange on December 31, 1999) were: Mr. Stine - 5,175 shares and
$122,906, Mr. Echeverria - 647 shares and $15,366, Mr. Ford - 647 shares
and $15,366 and Mr. Lyda - 2,588 shares and $61,465. The Company has the
right to repurchase the shares for nominal consideration if certain
contingencies occur related to continuation of employment and a pending
real estate transaction. The contingencies are expected to be resolved
within two years, although they could remain unresolved until as late as
2005. The valuations of the shares in the table and set forth above are
based upon the closing prices of the shares of the New York Stock Exchange
and do not reflect the effect of the contingencies on the value of the
shares. The holders of the restricted stock will have the right to receive
any dividends paid on the stock prior to the resolution of the
contingencies.
(3) The amounts in this column include the matching contributions made by the
Company under its 401(k) defined contribution plan, and contributions made
to the officers' Supplemental Executive Retirement Plans.
The Company has entered into an agreement with Mr. Stine providing for him
to serve as President, Chief Executive Officer and a director of the Company.
Under the agreement he initially was entitled to a salary at an annual rate of
$275,000 per year (subject to review after November 1997), a bonus of up to 50%
of base salary and the grant of an option to purchase 100,000 shares of the
Common Stock of the Company at the fair market value of the shares on the
8
<PAGE>
date the option was granted. The option was granted in May 1996 with an exercise
price of $17.875 per share, and the price was decreased to $16.00 per share in
April 1997. See "Stock Options." Although the agreement does not provide for a
term of employment, Mr. Stine will be entitled to continuation of his salary for
one year if the Company terminates his employment without cause. In addition
such a termination would result in acceleration of the exercise dates of Mr.
Stine's stock options. The agreement also provides for customary perquisites.
In December 1999, the Company entered into agreements with all of the
officers named in the Summary Compensation Table providing the employee with
specified severance benefits in the event the Company terminates his employment
without cause, or the employee terminates his employment for good cause, within
two years following, or prior to and in connection with or anticipation of, a
change of control of the Company. "Change of control" is defined to mean a
liquidation of the Company; a change in the identity of a majority of the
directors on the Board, with certain exceptions; the acquisition by any person
or group of beneficial ownership of 20% or more of the outstanding shares of
Common Stock or voting power of the Company, with certain exceptions; or a
transaction or series of transactions resulting in the sale of substantially all
of the Company's assets or the merger, consolidation or reorganization of the
Company, unless control of the Company or a successor company that controls the
Company's assets is substantially the same after the transaction, as defined.
The severance benefits generally consist of the continuation (for up to 36
months for Mr. Stine and 30 months for the other officers, subject to certain
limitations) of the employee's salary and Company health and life insurance, the
continuation for a substantially shorter period of time of applicable
perquisites, including Company car, country club membership and/or Company
housing, and the acceleration of the exercise dates of all outstanding options
to purchase capital stock of the Company.
Stock Options
The Company has a 1992 Stock Option Plan providing for the granting of
options to purchase a maximum of 230,000 shares of Common Stock and a 1998 Stock
Incentive Plan providing for the granting of awards, including stock options,
with respect to a maximum of 800,000 shares of Common Stock. During 1999
options were granted to the officers named in the Summary Compensation Table
under the 1998 Stock Incentive Plan to purchase shares as shown in the table
below. No options were granted under the 1992 Stock Option Plan in 1999.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERCENT OF
TOTAL OPTIONS
GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT
NAME GRANTED FISCAL YEAR (per share)(1) DATE VALUE(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert A. Stine 106,137 39.8% $23.1875 12/06/09 1,136,727
Matthew J. 44,665 16.8% $23.1875 12/06/09 478,362
Echeverria
Dennis Mullins 28,946 10.9% $23.1875 12/06/09 310,012
Douglas M. Ford 39,218 14.7% $23.1875 12/06/09 420,025
Allen E. Lyda 28,946 10.9% $23.1875 12/06/09 310,012
- ------------------
</TABLE>
(1) The options granted in 1999 become exercisable as to 20% of the shares on
each of the first through the fifth anniversaries of the grant. If the
option holder leaves the employ of the Company for any reason other than
death or disability, the options terminate three months after such
termination of employment and are exercisable during that period only to
the extent that they were exercisable on the date of termination of
employment. In the case of termination of employment as a result of death
or disability, the options terminate one year after such death or
disability and are exercisable during that period only to the extent they
were exercisable on the date of death or disability. The exercise dates of
the options accelerate in the event of a "change of control," which is
defined to include a merger, consolidation, transfer of all or
substantially all assets, or the issuance or transfer of stock or other
transactions or series of related transactions as a result of which persons
or entities other than the stockholders of the Company immediately before
the transaction or transactions own at least 80% of the voting stock of the
Company or its successor immediately after the transaction or transactions.
9
<PAGE>
(2) Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The grant date present value of these options
was estimated with the following weighted average assumptions for 1999:
Risk-free interest rate of 6.50%; dividend rate of .21%; volatility factor
of the expected market price of the Company's common stock of .44; and a
weighted average expected life of the options of five years from the option
grant date.
The following table shows the number of shares subject to exercisable and
nonexercisable stock options outstanding at December 31, 1999 and held by
executive officers named in the preceding Summary Compensation Table. None of
the named executive officers exercised any options during the year.
OPTION EXERCISES AND YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
AT FY-END(#) AT FY-END($)(1)
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert A. Stine 0 0 40,000/336,137 $310,000/$532,203
Matthew J. Echeverria 0 0 19,000/110,665 $147,250/$182,624
Dennis Mullins 0 0 11,310/62,946 $ 98,963/$93,282
Douglas M. Ford 0 0 0/69,218 0/$187,060
Allen E. Lyda 0 0 14,000/70,946 $108,500/$107,282
- -------------
</TABLE>
(1) Market value of underlying securities at year end, minus the exercise price
of options.
Pension Plan
The Company contributes each year to a Pension Plan for its salaried
employees the amount necessary to fund the Plan on an actuarially sound basis.
The amounts of these annual contributions are not included in the compensation
table above. Pension benefits to be received from the Plan upon retirement are
determined by an employee's five year final average annual compensation, length
of service with the Company and age at retirement, subject to certain
limitations imposed on a qualified retirement plan by the Internal Revenue Code.
In 1991 the Company adopted a Supplemental Executive Retirement Plan (the
"SERP") in order to restore to executives designated by the Compensation
Committee of the Board of Directors the full benefits under the Pension Plan
which would otherwise be restricted by certain limitations now imposed under the
Internal Revenue Code. The SERP is unfunded, but the associated liability will
be reflected on the Company's financial statement. No benefits under the
Pension Plan or the SERP become vested until the earlier of (a) the
participant's attainment of age 65 or (b) the completion of five or more years
of vesting service (as defined under the Pension Plan). With respect to the
SERP, an executive can become vested upon the incurrence of a total and
permanent disability while employed by the Company as determined by the Board of
Directors or the Compensation Committee. The Compensation Committee also has
the power to grant a participant vested status with respect to the SERP even if
he does not meet the foregoing requirements. In December 1999 the SERP was
amended to give Mr. Stine credit for 1.875 years of service for each year of
actual service, to allow him to receive benefits calculated on the basis of up
to 30 years of service instead of the 25-year maximum applicable to other
participants and to impose an overall formula limit on his maximum monthly
retirement benefit. Under the amendment, if Mr. Stine remains in the employ of
the Company and retires at age 65, he would receive benefits based upon 30 years
of service.
The table below illustrates the amount of annual pension benefits payable
under the Plan (as increased by amounts payable to eligible executives under the
SERP) to persons in particular classifications who work to the normal retirement
age of 65.
10
<PAGE>
<TABLE>
<CAPTION>
Five Year Final
Average Annual Years of Service
Compensation --------------------------------------------------------------
- ---------------- 10 20 25 30 or more
-- -- -- -----------
<S> <C> <C> <C> <C>
100,000 12,860 25,720 32,150 38,580
150,000 21,110 42,220 52,775 63,330
160,000 24,410 48,820 61,025 73,230
200,000 29,360 58,720 73,400 88,080
250,000 37,610 75,220 94,025 112,830
300,000 45,860 91,720 114,650 137,580
350,000 54,110 108,220 135,275 162,330
400,000 62,360 124,720 155,900 187,080
500,000 78,860 157,720 197,150 236,580
600,000 95,360 190,720 238,400 286,080
</TABLE>
For purposes of pension benefits, earnings consist of compensation
determined in the manner reflected in the preceding Summary Compensation Table,
except that for pension benefit purposes, bonuses are included in the year paid
instead of in the year accrued and amounts under "Long Term Compensation Awards"
and "All Other Compensation" are not counted. The benefits presented are
straight life annuity amounts and are determined based on the benefit formula
required by the Plan, which conforms to the regulations of the Internal Revenue
Service and ERISA. The amounts of compensation for 1999 that could affect the
five-year final average annual compensation of the executives named in the
Summary Compensation Table if they are retired are: Mr. Stine - $451,600; Mr.
Echeverria - $273,970; Mr. Mullins - $220,500; Mr. Ford - $180,000 and Mr. Lyda
- - $219,350. The credited years of service under the Plan and the SERP as of
December 31, 1999, for those named in the Summary Compensation Table are Mr.
Stine - 5.625 years, Mr. Echeverria - 20 years, Mr. Mullins - 6 years, Mr. Ford
- - 1 year and Mr. Lyda - 9 years. All employees having one year in service to
the Company participate in the Plan, including all current officers of the
Company.
Certain Transactions
Donald Haskell, formerly the Chairman of the Board of the Company, is the
President, a director and has the power to vote a majority of the outstanding
shares of Ardell Investment Company and M. H. Sherman Company, both of which own
more than 5% of the outstanding shares of Common Stock of the Company. During
1999 Mr. Haskell rented a Company owned house, and Wood River Ranch, a
corporation in which Mr. Haskell is the sole shareholder, boarded horses at the
Company's quarter horse facility. Aggregate payments made to the Company for
rent and horse boarding and training, including reimbursements for incidental
expenses, during 1999 totalled $44,769. The boarding and training fees charged
Wood River Ranch are comparable to customary rates in the horse training and
breeding business and are the same as fees charged to other horse owners not
affiliated with the Company. The rent which Mr. Haskell pays for the house is
not less than the rent which the Company charges persons not affiliated with the
Company for comparable residences.
From December 1, 1993, through December 31, 1999, Mr. Haskell leased Mr.
San Olen, a quarter horse, to the Company, which used Mr. San Olen for breeding
purposes. The lease expired on December 31, 1999, and will not be renewed. The
rent paid by the Company was $1.00 per year triple net, plus one-half of all net
profits made from breeding Mr. San Olen with mares not owned by the Company.
The leasing of horses for breeding purposes typically involves the payment of a
substantial rent by the lessee. The Company believes that this agreement was
favorable to the Company compared to other such horse lease arrangements.
Beginning in 1997 and continuing through 1999, Messrs. Echeverria and Lyda
fed cattle for their personal accounts at Champion Feedlot in Hereford, Texas,
which is owned by a Company subsidiary. Total costs in 1999 for feed,
miscellaneous supplies and veterinary services were $208,992 for Mr. Echeverria
and $39,000 for Mr. Lyda. Feed and other supplies and services were sold to
these officers at the same prices they were then sold to unaffiliated feedlot
customers. All accounts were current as of March 15, 2000. For 20 days in
1999, Mr Lyda incurred indebtedness to the feedlot in the amount of $89,000,
representing the cost of cattle purchased from third parties by the feedlot for
Mr. Lyda's account. Mr. Lyda had previously established a line of credit with a
local bank to finance this purchase, and the indebtedness was the result of a
normal delay in funding the loan. Mr. Lyda paid interest on the indebtedness at
the rate
11
<PAGE>
of 9.5% per annum, the same rate that the feedlot charges to unaffiliated
customers, and all principal and interest was repaid in 20 days.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors has furnished the following
report on executive compensation:
The policies recommended by the Compensation Committee and adopted by the Board
of Directors for determining the compensation of executive officers for 1999
were essentially the same as those followed for 1998. Under those policies base
salaries of executive officers are expected to remain relatively stable, with
any significant increase in compensation to depend upon achieving certain
specific performance goals. For 1999 executive salaries were increased
approximately 2.5-5% for the executives named in the Summary Compensation Table
under "Executive Compensation" except for Mr. Ford, who joined the Company in
December 1998 and had no increase for 1999. Executives had the opportunity to
earn bonus compensation for 1999 ranging from 20% to 50% of annual salary for
Mr. Stine and 18% to 45% for the other named executives. Sixty percent of the
bonus for Mr. Stine was based upon the extent to which the revenues and income
of the Company achieved or exceeded previously specified amounts, and 40% was
based upon the extent to which he achieved a number of individual performance
objectives relating to business development and operations of the Company and
the development of its executive team. Mr. Stine earned approximately 40% of
the maximum bonus based upon the Company's revenues and income and approximately
90% of the maximum bonus based upon individual performance objectives.
For executives in charge of particular operating divisions, 40% of the bonus for
1999 was based upon Company revenues and income, 30% was based upon their own
division's revenues and income and 30% was based upon achieving a number of
individual performance objectives. For Mr. Lyda, whose performance does not
relate to any particular division of the Company, 70% of the bonus was based
upon the Company's revenues and income and 30% was based upon achieving
individual performance objectives, and for Mr. Mullins, whose performance also
does not relate to any particular division of the Company, those percentages
were 50% and 50%.
In addition to the bonuses described above, in December 1999 the Board of
Directors authorized the payment of a special $100,000 cash bonus and the
issuance of 9,057 restricted shares of Common Stock. See "Summary Compensation
Table" above.
The Company has adopted a long-term compensation plan that contemplates the
granting of options on a periodic basis in the discretion of the Board of
Directors pursuant to the Company's 1998 Stock Incentive Plan. The Committee
believes that stock options are a desirable form of long-term compensation
because they more closely align the interests of the executives with those of
the stockholders. During 1999 the Committee recommended, and the Board
approved, the granting of options to purchase an aggregate of 247,912 shares of
Common Stock of the Company to the five executive officers named in the Summary
Compensation Table. See "Stock Options" above. As in past years, the number of
shares subject to options granted to each executive reflects a subjective, long-
term evaluation of the executive as well as the nature of his duties and level
of experience.
The percentage of total compensation represented by salary, bonus and stock
options for 1999 was determined by the Committee and the Board. Among the
factors considered by the Committee and the Board was a study provided by an
independent consultant in 1998 as well as input from individual members of the
Committee and the Board. No specific formulas were used to determine the
relative mix of the three forms of compensation.
Dan T. Daniels, Rayburn S. Dezember,
Norman Metcalfe, Robert C. Ruocco
Members of the Compensation Committee
12
<PAGE>
Performance Graph
The following graph is a comparison of cumulative total shareowner returns
for the Company, the Dow Jones Equity Market Index, and the Dow Jones Real
Estate Index for the period shown.
[PERFORMANCE GRAPH]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
1995 1996 1997 1998 1999
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
TEJON RANCH 21.34% -2.54% 71.76% -18.31% 17.75%
----------------------------------------------------------------------
DJ EQUITY MKT 38.37% 23.46% 34.06% 27.34% 20.37%
----------------------------------------------------------------------
DJ REAL ESTATE 23.58% 34.09% 18.96% -22.54% -6.83%
----------------------------------------------------------------------
</TABLE>
-ASSUMES $100 INVESTED ON DECEMBER 31, 1994
-TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS
-FISCAL YEAR ENDING DECEMBER 31
The stock price performance depicted in the above graph is not necessarily
indicative of future price performance. The Performance Graph will not be
deemed to be incorporated by reference in any filing by the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent that the Company specifically incorporates the Performance Graph by
reference.
The Dow Jones Real Estate Index, for the most part, includes companies
which, unlike the Company, are principally engaged in the active phases of
commercial land development and which have revenues substantially greater than
those of the Company. The Company is unaware of any industry or line-of-
business index that is more nearly comparable.
13
<PAGE>
OTHER
Financial Information. The Company's Annual Report to Stockholders
accompanies this Proxy Statement. Copies of the Company's Annual Report on Form
10-K (including the financial statements and financial statement schedules but
without exhibits) filed with the Securities and Exchange Commission may be
obtained without charge by calling or writing Corporate Secretary, Tejon Ranch
Co., Post Office Box 1000, Lebec, California 93243, (661) 248-3000.
Independent Accountants. Representatives of Ernst & Young LLP, the
independent public accountants for the fiscal year most recently completed, will
be at the meeting, will have an opportunity to make a statement if they wish,
and will be available to respond to appropriate questions from stockholders.
Stockholder Proposals. A stockholder's proposal will be considered at the
2000 Annual Meeting of Stockholders only if the stockholder provides timely
notice of such proposal in writing to the Secretary of the Company. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Company not less than 30 days nor more
than 60 days prior to the meeting as originally scheduled, but if less than 40
days notice or prior public disclosure of the date of the meeting is given or
made to the stockholders, then the notice must be received not later than the
close of business on the 10th day following the day on which the Notice of
Annual Meeting of Stockholders was mailed. A stockholder's notice to the
Secretary must set forth as to each matter the stockholder proposes to bring
before the Annual Meeting (i) a brief description of the business desired to be
brought before the Annual Meeting, (ii) the name and record address of the
stockholder proposing such business, (iii) the class and number of shares of the
Company which are beneficially owned by the stockholder, and (iv) any material
interest of the stockholder in such business. To be considered for inclusion in
the proxy statement for the 2001 Annual Meeting, stockholder proposals are
required to be delivered to the Company on or before December 8, 2000.
Other Business. Management does not know of any matter to be acted upon at
the meeting other than those described above, but if any other matter properly
comes before the meeting, the persons named on the enclosed proxy will vote
thereon in accordance with their best judgment.
Stockholders are urged to sign and return their proxies without delay.
For the Board of Directors,
RAYBURN S. DEZEMBER, Chairman of the Board
DENNIS MULLINS, Secretary
April 7, 2000
14
<PAGE>
- -------------------------------------------------------------------------------
TEJON RANCH CO. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated April 7, 2000, and hereby
appoints RAYBURN S. DEZEMBER and ROBERT A. STINE as Proxies (each with full
power to act in the absence of the other, and each with full power of
substitution), to represent and to vote all shares of Common Stock of Tejon
Ranch Co. held of record by the undersigned on March 21, 2000, at the Annual
Meeting of Stockholders to be held on May 2, 2000, or any adjournment or
postponement thereof.
In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the meeting.
(Continued on reverse side)
PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN IN THE ACCOMPANYING ENVELOPE
- -------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
TEJON RANCH CO.
Annual Meeting of Stockholders
May 2, 2000 9:30 a.m.
Irvine Marriott at John Wayne Airport
18000 Von Karman Avenue
Irvine, CA 92612
<PAGE>
- --------------------------------------------------------------------------------
[X] Please mark
your votes
as indicated
WITHHELD
1. Election of Four Directors (Class I) FOR FOR ALL
(except as written to the contrary below) [_] [_]
Otis Booth, Jr., Dan T. Daniels,
Robert C. Ruocco and Geoffrey L. Stack
(Instruction: to withhold authority to
vote for any individual nominee write in
the nominee's name in the space below.)
________________________________________________________________________________
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned. If no direction is made, this proxy will be voted for the
election of directors.
Date
----------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Signature(s)
- --------------------------------------------------------------------------------
Signature(s)
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
- --------------------------------------------------------------------------------
-- FOLD AND DETACH HERE --
TEJON RANCH CO.
Annual Meeting of Stockholders
May 2, 2000 9:30 a.m.
Irvine Marriott at John Wayne Airport
18000 Von Karman Avenue
Irvine, CA 92612
