UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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
(949) 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
(949) 823-6915
January 16, 2001
(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 that is the subject of this Schedule 13D,
and is filing this schedule because of Sections
240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box: [ ]
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7 for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the "Act") or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP No. 879080 10 9
1 NAME OF REPORTING PERSON
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)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
Number of
Shares 1,055,828
Beneficially
Owned by
Each Reporting
Person With
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 IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
Excludes shares owned by other Reporting Persons, as to
which Ardell disclaims beneficial ownership.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
CUSIP No. 879080 10 9
1 NAME OF REPORTING PERSON
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)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
Number of
Shares 1,140,630
Beneficially
Owned by
Each Reporting
Person With
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 IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES*
Excludes shares owned by other Reporting Persons, as to
which Sherman disclaims beneficial ownership.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
8.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS
<PAGE>
CUSIP No. 879080 10 9
1 NAME OF REPORTING PERSON
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)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
Number of
Shares 51,100
Beneficially
Owned by
Each Reporting
Person With
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
2,273,630
12 CHECK 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 26,072 shares owned by
the Sherman Foundation, in which Haskell is a trustee.
Haskell disclaims beneficial ownership of the shares
owned by the Sherman Foundation.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS
<PAGE>
Item 5. Interest in Securities of the Issuer
Item 5 of this Statement on Schedule 13D, filed by
Ardell, Sherman and Haskell (the "Reporting Persons") with
respect to the Common Stock, $0.50 par value (the "Common
Stock"), of Tejon Ranch Co., a California corporation (the
"Company"), is hereby amended and supplemented as follows. This
Amendment No. 1 to Schedule 13D is being filed to report a
decrease in the percentage of shares of Common Stock beneficially
owned by the Reporting Persons as a result of the closing of a
rights offering by the Company on January 16, 2001.
(a) Ardell beneficially owns 1,055,828 shares of
Common Stock, which represent approximately 7.4% of the
outstanding shares of Common Stock. This number of shares
beneficially owned by Ardell does not include 1,217,802 shares of
Common Stock owned by Sherman, Haskell and the Sherman
Foundation, as to which shares Ardell disclaims beneficial
ownership.
Sherman beneficially owns 1,140,630 shares of
Common Stock, which represent approximately 8.0% of the
outstanding shares of Common Stock. This number of shares
beneficially owned by Sherman does not include 1,133,000 shares
of Common Stock owned by Ardell, Haskell and the Sherman
Foundation, as to which shares Sherman disclaims beneficial
ownership.
Haskell beneficially owns 2,273,630 shares of
Common Stock, which represent approximately 15.9% 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 26,072 shares of Common Stock owned by the Sherman
Foundation, in which Haskell is a trustee. Haskell disclaims
beneficial ownership of the 26,072 shares of Common Stock owned
by the 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.
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.
Item 7. Material To Be Filed as Exhibits
Exhibit A Joint Filing Agreement dated January 16, 2001, among
the Reporting Persons with respect to this Amendment
No. 1 to Schedule 13D.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their
knowledge and belief, each of the undersigned certifies that the
information set forth in 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
/s/ Donald Haskell
---------------------------
Donald Haskell
Dated: January 16, 2001
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned agree that the foregoing statement on
Amendment No. 1 to Schedule 13D is being filed with the
Commission on behalf of each of the undersigned pursuant to Rule
13d-1(k)(1).
Dated: January 16, 2001
ARDELL INVESTMENT COMPANY
/s/ Donald Haskell
-----------------------------
Name: Donald Haskell
Title: President
M.H. SHERMAN COMPANY
/s/ Donald Haskell
-----------------------------
Name: Donald Haskell
Title: President
/s/ Donald Haskell
-----------------------------
Donald Haskell
