-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A6PWUWAOaFYA25snYWq/vtjMpuzTJ7ZrDVNqFgRsahKXl1cTU/PpJqpvQayES3M1 iSnyIbdH8YkdYJhgvXT0bQ== 0000941655-01-500026.txt : 20020412 0000941655-01-500026.hdr.sgml : 20020412 ACCESSION NUMBER: 0000941655-01-500026 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011207 GROUP MEMBERS: OZF MANAGEMENT, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OZ MANAGEMENT LLC CENTRAL INDEX KEY: 0001054587 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET, 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CADIZ INC CENTRAL INDEX KEY: 0000727273 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 770313235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-35468 FILM NUMBER: 1808210 BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD. STREET 2: SUITE 1600 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3108994700 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD. STREET 2: SUITE 1600 CITY: SANTA MONICA STATE: CA ZIP: 90401-1111 FORMER COMPANY: FORMER CONFORMED NAME: ARIDTECH INC DATE OF NAME CHANGE: 19880523 FORMER COMPANY: FORMER CONFORMED NAME: CADIZ LAND CO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC AGRICULTURAL HOLDINGS INC DATE OF NAME CHANGE: 19920602 SC 13G 1 z13g-cad.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------- SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) CADIZ INC. (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 127537108 (CUSIP Number) November 28, 2001 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x ] Rule 13d-1(c) [ ] Rule 13d-1(d) CUSIP No. 127537108 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) OZ Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 1,714,152 Shares 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 1,714,152 Shares 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,714,152 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.5% 12. TYPE OF REPORTING PERSON IA/OO CUSIP No. 127537108 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) OZF Management, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 515,832 Shares 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 515,832 Shares 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 515,832 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4% 12. TYPE OF REPORTING PERSON PN This Statement on Schedule 13G relates to shares of Common Stock of the Issuer ("Shares") beneficially owned by each of OZ Management, L.L.C., a Delaware limited liability company ("OZ Management") and OZF Management, L.P., a Delaware limited partnership ("OZF Management"). Mr. Daniel S. Och is the senior managing member of OZ Management and a senior managing member of OZF Management, L.L.C., the general partner of OZF Management. Furthermore, Stephen C. Freidheim is also a senior managing member of OZF Management, L.L.C. As such, both may be deemed to control such entity and therefore, indirectly, the Shares reported hereby. Item 1(a). Name of Issuer: Cadiz Inc., a Delaware corporation. Item 1(b). Address of Issuer's Principal Executive Offices: 100 Wilshire Boulevard, Suite 1600, Santa Monica, California 90401-1111. Item 2(a). Name of Person Filing: This statement is being filed by OZ Management and OZF Management. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office (or, if none, the residence) of each person filing this Schedule is as follows: OZ Management is located at 9 West 57th Street, 39th Floor, New York, NY 10019. OZF Management is located at 9 West 57th Street, 39th Floor, New York, NY 10019. Item 2(c). Citizenship: The citizenship (or, in the case of an entity, the jurisdiction of organization) of each person filing this Schedule is as follows: OZ Management is a Delaware limited liability company. OZF Management is a Delaware limited partnership. Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e). CUSIP Number: 127537108 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act. (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [x] Item 4. OZ Management serves as an investment manager to a number of discretionary accounts and investment entities for which it has voting and dispositive authority over its 1,714,152 Shares. OZF Management also serves as an investment manager to a number of discretionary accounts and investment entities for which it has voting and dispositive authority over its 515,832 Shares. Although not identified as a Reporting Person herein, Mr. Daniel S. Och is the senior managing member of OZ Management and a senior managing member of OZF Management, L.L.C., the general partner of OZF Management. Furthermore, Stephen C. Freidheim is also a senior managing member of OZF Management, L.L.C. As such, both may be deemed to control such entity and therefore, indirectly, the Shares reported hereby. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. See Exhibit B. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 7, 2001 OZ Management, L.L.C. By:______________________ Name: Title: OZF Management, L.P. By: OZF Management, L.L.C. General Partner By:______________________ Name: Title: EXHIBIT INDEX Exhibit Description Page Exhibit A Joint Filing Agreement of OZ Management and OZF Management 9 Exhibit B Identification of Members of a Group 10 Exhibit A to Schedule 13G JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) of Regulation 13D-G of the Securities Exchange Act of 1934, as amended, each of OZ Management and OZF Management, agree to the joint filing on its behalf of a Schedule 13G (including any and all amendments thereto) relating to the Common Stock of Cadiz Inc. Each filing person is responsible for the accuracy and completeness of the information concerning it contained herein, but none of the filing persons is responsible for the accuracy or completeness of the information concerning any other filing person. Date: December 7, 2001 OZ Management, L.L.C. By:______________________ Name: Title: OZF Management, L.P. By: OZF Management, L.L.C. General Partner By:______________________ Name: Title: Exhibit B to Schedule 13G Pursuant to instructions in Item 8 of Schedule 13G, this Exhibit has been prepared to identify OZ Management and OZF Management as a group that has filed a Schedule 13G with respect to the Common Stock of Cadiz Inc. pursuant to Rule 13d-1(d). -----END PRIVACY-ENHANCED MESSAGE-----