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