0001181431-13-026555.txt : 20130509
0001181431-13-026555.hdr.sgml : 20130509
20130509150237
ACCESSION NUMBER: 0001181431-13-026555
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130305
FILED AS OF DATE: 20130509
DATE AS OF CHANGE: 20130509
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CONWAY RICHARD F
CENTRAL INDEX KEY: 0001299904
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-12114
FILM NUMBER: 13828191
MAIL ADDRESS:
STREET 1: C/O LAMPE, CONWAY & CO. LLC
STREET 2: 680 FIFTH AVENUE, SUITE 1202
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CADIZ INC
CENTRAL INDEX KEY: 0000727273
STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941]
IRS NUMBER: 770313235
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 550 SOUTH HOPE STREET
STREET 2: SUITE 2850
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: 213-271-1600
MAIL ADDRESS:
STREET 1: 550 SOUTH HOPE STREET
STREET 2: SUITE 2850
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
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
FORMER COMPANY:
FORMER CONFORMED NAME: ARIDTECH INC
DATE OF NAME CHANGE: 19880523
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LC CAPITAL PARTNERS LP
CENTRAL INDEX KEY: 0001175214
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-12114
FILM NUMBER: 13828189
BUSINESS ADDRESS:
STREET 1: 680 FIFTH AVENUE
STREET 2: SUITE 1202
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-581-8989
MAIL ADDRESS:
STREET 1: 680 FIFTH AVENUE
STREET 2: SUITE 1202
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LC CAPITAL MASTER FUND LTD
CENTRAL INDEX KEY: 0001222051
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-12114
FILM NUMBER: 13828193
BUSINESS ADDRESS:
STREET 1: C/O LAMPE CONWAY & CO LLC
STREET 2: 730 FIFTH AVENUE STE 1002
CITY: NEW YORK
STATE: NY
ZIP: 10019-4105
BUSINESS PHONE: 2125818989
MAIL ADDRESS:
STREET 1: C/O TRIDENT FUND SERVICES (BVI) LIMITED
STREET 2: PO BOX 146, WATERFRONT DR, WICKHAMS CAY
CITY: ROAD TOWN, TORTOLA
STATE: D8
ZIP: 00000
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAMPE STEVEN
CENTRAL INDEX KEY: 0001260818
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-12114
FILM NUMBER: 13828192
MAIL ADDRESS:
STREET 1: C/O LAMPE, CONWAY & CO. LLC
STREET 2: 680 FIFTH AVENUE, SUITE 1202
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LC Capital Offshore Fund Ltd
CENTRAL INDEX KEY: 0001293811
STATE OF INCORPORATION: E9
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-12114
FILM NUMBER: 13828187
BUSINESS ADDRESS:
STREET 1: C/O OGIER FIDUCIARY SVCS (CAYMAN) LTD
STREET 2: 89 NEXUS WAY, CAMANA BAY
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-9007
BUSINESS PHONE: 345-949-9876
MAIL ADDRESS:
STREET 1: C/O OGIER FIDUCIARY SVCS (CAYMAN) LTD
STREET 2: 89 NEXUS WAY, CAMANA BAY
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-9007
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAMPE, CONWAY & CO. LLC
CENTRAL INDEX KEY: 0001299982
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-12114
FILM NUMBER: 13828190
BUSINESS ADDRESS:
STREET 1: 680 FIFTH AVENUE, SUITE 1202
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2125818989
MAIL ADDRESS:
STREET 1: 680 FIFTH AVENUE, SUITE 1202
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LC Capital Advisors LLC
CENTRAL INDEX KEY: 0001375479
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-12114
FILM NUMBER: 13828188
BUSINESS ADDRESS:
STREET 1: C/O LAMPE, CONWAY & CO., LLC
STREET 2: 680 FIFTH AVENUE, SUITE 1202
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212) 581-8989
MAIL ADDRESS:
STREET 1: C/O LAMPE, CONWAY & CO., LLC
STREET 2: 680 FIFTH AVENUE, SUITE 1202
CITY: NEW YORK
STATE: NY
ZIP: 10019
4
1
rrd377773.xml
X0306
4
2013-03-05
0
0000727273
CADIZ INC
CDZI
0001222051
LC CAPITAL MASTER FUND LTD
LAMPE, CONWAY & CO. LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK
NY
10019-5429
1
0
1
1
Director by Deputization
0001260818
LAMPE STEVEN
LAMPE, CONWAY & CO. LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK
NY
10019-5429
1
0
1
1
Director by Deputization
0001299904
CONWAY RICHARD F
LAMPE, CONWAY & CO. LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK
NY
10019-5429
1
0
1
1
Director by Deputization
0001299982
LAMPE, CONWAY & CO. LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK
NY
10019-5429
1
0
1
1
Director by Deputization
0001175214
LC CAPITAL PARTNERS LP
LAMPE, CONWAY & CO. LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK
NY
10019-5429
1
0
1
1
Director by Deputization
0001375479
LC Capital Advisors LLC
LAMPE, CONWAY & CO., LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK
NY
10019-5429
1
0
1
1
Director by Deputization
0001293811
LC Capital Offshore Fund Ltd
LAMPE, CONWAY & CO., LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK
NY
10019-5429
1
0
1
1
Director by Deputization
Convertible Term Loan Tranche A-2a
35.00
2013-03-05
4
C
0
3616683
D
2013-06-26
Common Stock
3616683
0
D
Convertible Term Loan Tranche B-1
13.5
2013-03-05
4
C
0
2250000
D
2013-06-26
Common Stock
2250000
0
D
Convertible Term Loan Tranche B-3a
35
2013-03-05
4
C
0
13814285
D
2013-06-26
Common Stock
13814285
0
D
Convertible Term Loan Tranche C-1
13.5
2013-03-05
4
C
0
4500000
D
2013-06-26
Common Stock
4500000
0
D
7% Convertible Senior Notes due 2018
8.05
2013-03-05
4
A
0
29426000
0
A
2018-03-01
Common Stock
3655386
3655386
D
In connection with the Amended and Restated Credit Agreement, dated 3/1/2013, by and among the Issuer, Cadiz Real Estate LLC, the Reporting Person, as administrative agent, and the lenders party thereto, and the Exchange Agreement dated 3/1/2013 ("Exchange Agreement"), by and among the Issuer and the parties thereto, including the Reporting Person, the Reporting Person exchanged the acreted principal amounts of Issuer's outstanding convertible term loan ("Convertible Term Loan") under the Original Credit Agreement dated as of June 26, 2006, as amended ("Original Credit Agreement"), and outstanding non-convertible term loan under the Original Credit Agreement for $29,426,000 original principal amount of Issuer's new 7.00% Convertible Notes Due 2018 ("Notes"), issued pursuant to the terms of the Exchange Agreement and an Indenture ("Indenture"), dated 3/1/2013, between the Issuer and The Bank of New York Mellon Trust Company, N.A. as trustee.
The terms of the Convertible Term Loan provided Reporting Person the right, at its election, at any time from time to time, to convert certain principal amounts into common stock of Issuer.
The convertible feature of the Convertible Term Loan provided that the pincipal and all accreted interest of the applicable tranche was convertible into shares of Issuer's common stock at the conversion price indicated in column 2 of Table II above.
Subject to adjustment and certain limitations on issuance contained in the Exchange Agreement and Indenture, including a beneficial ownership limitation of 9.99%, the Reporting Person has the right to convert all or any portion of the accreted principal amount of the Notes at any time at the conversion rate equivalent to 124.223 shares of Issuer's common stock per $1,000 of then accreted principal amount ("Accreted Principal Amount") of the Notes on the conversion date.
The terms of the Indenture and the Notes provide that the Notes are convertible into shares of Issuer's common stock at the conversion price indicated in column 2 of Table II above.
Such total is based on the original principal amount and does not give effect to any beneficial ownership limit and/or any Accreted Principal Amount. The original principal amount of the Notes accretes at a rate equal to 7.00% per annum (compounded quarterly) from March 1, 2013 through March 1, 2018. The Accreted Principal Amount on each March 1, June 1, September 1 and December 1 reflects the additional principal amount that has accrued as of such date since the immediately preceding date at the accretion rate of 7.00% per annum.
These securities (the "Securities") are owned by LC Capital Master Fund, Ltd., which is the Reporting Person.
The Securities may also be deemed to be beneficially owned by LC Capital Partners, L.P. ("Partners"), LC Capital Advisors, L.L.C. ("Advisors"), Lampe, Conway & Co. LLC ("LC&C"), LC Capital Offshore Fund, Ltd. ("Offshore"), Steven G. Lampe and Richard F. Conway by virtue of the following: (i) Partners and Offshore beneficially own 100% of the outstanding shares of Master Fund; (ii) Advisors is the sole general partner of Partners; (iii) LC&C is investment manager to Partners, Offshore and Master Fund pursuant to certain investment management agreements and shares voting and dispositive power over the Securities; and (iv) Messrs. Lampe and Conway are the sole managing members of each of Advisors and LC&C.
Each reporting person disclaims beneficial ownership of the Securities reported on this Form 4 except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of the Securities for purposes of Section 16 or for any other purpose.
Mr. Stephen E. Courter serves as the representative of LC&C and its affiliates on the board of directors of Issuer as a director by deputization.
/s/ Richard F. Conway, Director, for LC Capital Master Fund, Ltd.
2013-05-09
/s/ Richard F. Conway, Partner, for LC Capital Partners, L.P.
2013-05-09
/s/ Richard F. Conway, Managing Member, for LC Capital Advisors, L.L.C.
2013-05-09
/s/ Richard F. Conway, Managing Member, for Lampe, Conway & Co., LLC
2013-05-09
/s/ Richard F. Conway, Director, for LC Capital Offshore Fund, Ltd.
2013-05-09
/s/ Richard F. Conway
2013-05-09
/s/ Steven G. Lampe
2013-05-09