-----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, T1qxCmCD/kGi6FhwvTVQgmFPtzvC6QRcGY7EMaeKIO60ALwjT7dLIU6TXhAnQfVM s5xD4B2frHw6BGd/83jhFw== 0000096223-02-000009.txt : 20020430 0000096223-02-000009.hdr.sgml : 20020430 ACCESSION NUMBER: 0000096223-02-000009 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMEFED CORP CENTRAL INDEX KEY: 0000833795 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330304982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10153 FILM NUMBER: 02625908 BUSINESS ADDRESS: STREET 1: 1903 WRIGHT PLACE STREET 2: STE 220 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 7609188200 MAIL ADDRESS: STREET 1: 1903 WRIGHT PLACE STREET 2: STE 220 CITY: CARLSBAD STATE: CA ZIP: 92008 10-K/A 1 homefed01ka.txt HOMEFED CORPORATION 2001 10-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 10-K/A ----------- Amendment No. 1 [x] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2001 or [_] AMENDMENT TO TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from ___________ to ___________ Commission file number: 1-10153 HOMEFED CORPORATION ------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 33-0304982 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1903 Wright Place Suite 220 Carlsbad, California 92008 (760) 918-8200 --------------------------------- (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x] Based on the last reported closing sale price of the Registrant's Common Stock as published by the OTC Bulletin Board Service as of April 2, 2002, the aggregate market value of the Registrant's Common Stock held by non-affiliates was approximately $35,613,758 on that date. As of April 2, 2002, there were 56,808,076 outstanding shares of the Registrant's Common Stock, par value $.01 per share. DOCUMENTS INCORPORATED BY REFERENCE: None EXPLANATORY NOTE This Report on Form 10-K/A adds Part III to the Annual Report on Form 10-K of HomeFed Corporation (the "Company") for the fiscal year ended December 31, 2001. PART III Item 10. Directors and Executive Officers of the Registrant. - ------- -------------------------------------------------- As of April 2, 2002, the directors and executive officers of the Company, their ages, the positions held by them and the periods during which they have served in such positions are as follows:
Name Age Position with HomeFed Office Held Since - ----- --- --------------------- ----------------- Paul J. Borden 53 Director and President Director and President since May 1998 Corinne A. Maki 45 Secretary and Treasurer Secretary since February 1998; Treasurer since February 1995 Curt R. Noland 45 Vice President October 1998 R. Randy Goodson 36 Vice President April 2000 Simon G. Malk 32 Vice President April 2000 Erin N. Ruhe 36 Vice President and Controller Vice President since April 2000; Controller since January 1999 Patrick D. Bienvenue 47 Director August 1998 Timothy M. Considine 61 Director January 1992 Ian M. Cumming 61 Director May 1999 Michael A. Lobatz 53 Director February 1995 Joseph S. Steinberg 58 Chairman of the Board and Director Chairman of the Board since December 1999; Director since August 1998
2 The officers serve at the pleasure of the board of directors of the Company. The recent business experience of our executive officers and directors is summarized as follows: Paul J. Borden. Mr. Borden has served as a director and President of the Company since May 1998. Through October 2000, Mr. Borden was a Vice President of Leucadia National Corporation (together with its subsidiaries, "Leucadia"), responsible for overseeing many of Leucadia's real estate investments. For information concerning the administrative services agreement pursuant to which the services of Mr. Borden were, and the services of Ms. Maki are, provided to the Company, see "Administrative Services Agreement" referred to in Item 13, "Certain Relationships and Related Transactions." Corinne A. Maki. Ms. Maki, a certified public accountant, has served as Treasurer of the Company since February 1995 and Secretary since February 1998. Prior to that time, Ms. Maki served as an Assistant Secretary of the Company since August 1995. Ms. Maki has also been a Vice President of Leucadia Financial Corporation, a subsidiary of Leucadia, holding the offices of Controller, Assistant Secretary and Treasurer since October 1992. Ms. Maki has been employed by Leucadia since December 1991. Curt R. Noland. Mr. Noland has served as Vice President of the Company since October 1998. He spent the last 22 years in the land development industry in San Diego County as a design consultant, merchant builder and a master developer. From November 1997 until immediately prior to joining the Company, Mr. Noland was employed by the prior development manager of San Elijo Hills and served as Director of Development for San Elijo Hills. Prior to November 1997, Mr. Noland was employed for eight years by Aviara Land Associates, LP, a 1,000-acre master planned resort community in Carlsbad, California. He is also a licensed civil engineer and real estate broker. R. Randy Goodson. Mr. Goodson has served as Vice President of the Company since April 2000. Mr. Goodson has spent 16 years as a real estate consultant, developer and investor. Prior to joining the Company, he was a principal in a San Diego company involved in real estate development and consulting, which provided consulting services to San Elijo Hills and the Company. Mr. Goodson is a licensed California real estate broker and a member of the Urban Land Institute. Simon G. Malk. Mr. Malk has served as Vice President of the Company since April 2000. For the prior seven years, Mr. Malk was a principal of the San Diego company referred to above, which provided consulting services to San Elijo Hills and the Company. Erin N. Ruhe. Ms. Ruhe has served as Vice President of the Company since April 2000 and has been employed by the Company as Controller since January 1999. Since November 1994 Ms. Ruhe has been Controller and, since December 1995 has been Vice President of HSD Venture, a real estate subsidiary of Leucadia. Patrick D. Bienvenue. Mr. Bienvenue has served as a director of the Company since August 1998. Since January 1996, Mr. Bienvenue has served in a variety of executive capacities with real estate related subsidiaries of Leucadia and, from 1992 until December 1995, was President and Chief Executive Officer of Torwest Inc., a privately held property development and investment company. Timothy M. Considine. Mr. Considine has served as a director of the Company since January 1992, serving as Chairman of the Board from 1992 to December 1999, and has been a partner of Considine and Considine, an accounting firm in San Diego, California, since 1969. Ian M. Cumming. Mr. Cumming has served as a director of the Company since May 1999 and has been a director and Chairman of the Board of Leucadia since June 1978. In addition, he has served as a director of Allcity Insurance Company ("Allcity"), a property and casualty insurer, since February 1988 and MK Gold Company ("MK Gold"), an international mining company, since June 1995. Both Allcity and MK Gold are subsidiaries of Leucadia. Mr. Cumming has served as Chairman of the Board of The FINOVA Group Inc., ("FINOVA") a middle market lender in which Leucadia has an indirect 25% equity interest, since August 2001. Mr. Cumming has also been a director of Skywest, Inc., a Utah-based regional air carrier, since June 1986 and a director of Carmike Cinemas, Inc., a publicly held motion picture exhibitor in the United States, in which Leucadia has an approximate 11% interest, since January 2002. 3 Michael A. Lobatz. Dr. Lobatz has served as a director of the Company since February 1995 and has been a practicing physician in San Diego, California since 1981. Joseph S. Steinberg. Mr. Steinberg has served as a director of the Company since August 1998 and as Chairman of the Board since December 1999. Mr. Steinberg has been President of Leucadia since January 1979 and a director of Leucadia since December 1978. In addition, he has served as a director of Allcity since February 1988, as a director of MK Gold since June 1995, as a director since June 1988 of Jordan Industries Inc., a public company that owns and manages manufacturing companies, of which approximately 10% of the common stock that is beneficially owned by Leucadia, as a director of FINOVA since August 2001 and as a director of White Mountains Insurance Group, Ltd., a publicly traded insurance holding company in which Leucadia has a less than 5% equity interest, since June 2001. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers and directors, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Based solely upon a review of the copies of such forms furnished to the Company and written representations from the Company's executive officers, directors and greater than 10% beneficial shareholders, the Company believes that during the year ended December 31, 2001, all persons subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis. Item 11. Executive Compensation. - ------- ---------------------- Summary Compensation Table Set forth below is certain information with respect to the cash compensation paid by the Company for services in all capacities to the Company and its subsidiaries during the years ended 2001, 2000 and 1999 to (i) the Company's President and Chief Executive Officer, Paul J. Borden, and (ii) the other executive officers of the Company whose total annual salary and bonus exceeded $100,000 during these periods. 4
Annual Compensation Long-Term Compensation ---------------------------------------- --------------------------- Restricted Name and Principal Stock Options All Other Positions(s) Year Salary Bonus Awards (# of Shares) Compensation - ------------------ ---- ------ ----- ----------- ------------- ------------ Paul J. Borden, 2001 $222,000 (1) $330,265 $ -- 1,000 $6,800 (4) President 2000 37,151 (1) 344,027 7,500 (3) 51,000 -- 1999 -- (1) -- -- -- -- Curt R. Noland, 2001 $108,159 $ 78,245 $ -- -- $6,800 (4) Vice President 2000 105,024 103,150 18,750 (3) 25,000 -- 1999 100,000 103,000 -- -- -- Erin N. Ruhe, 2001 $ 75,009 $ 62,250 $ -- -- $5,490 (4) Vice President and 2000 65,016 61,950 18,750 (3) 25,000 -- Controller 1999 60,000 51,800 -- -- -- R. Randy Goodson, 2001 $180,000 $ 80,400 $ -- -- $ -- Vice President 2000 131,558 (2) 4,050 12,188 (3) 666,250 -- 1999 -- -- -- -- -- Simon G. Malk, 2001 $ 90,000 $ 77,700 $ -- -- $3,708 (4) Vice President 2000 65,783 (2) 2,025 6,563 (3) 358,750 -- 1999 -- -- -- -- --
- ------- (1) Through October 22, 2000, Mr. Borden was a Vice President of Leucadia and received compensation only from Leucadia. Pursuant to the Administrative Services Agreement between Leucadia Financial and the Company, $200,000 and $240,000 of the fees paid by the Company to Leucadia for services rendered in 2000 and 1999, respectively are attributable to Mr. Borden's services. These amounts are not reflected in the foregoing table. See "Certain Relationships and Related Transactions" in this Report for a description of the administrative services agreement. Included for each of 2001 and 2000 are $12,000 in directors fees Mr. Borden received from the Company. (2) Represents salary paid by the Company from April 1, 2000, the date Mr. Goodson and Mr. Malk became employees of the Company. This amount does not include amounts paid by the Company to a consulting firm, of which Mr. Goodson and Mr. Malk were principals, that provided consulting services to the Company prior to Mr. Goodson's and Mr. Malk's employment by the Company. (3) Represents restricted stock, at fair market value of $.75 per share as of the date granted under the Company's 1999 Stock Incentive Plan. (4) Represents the contribution made by the Company to a defined contribution 401(k) plan on behalf of the named person. 5 Option Grants in 2001 The following table shows all grants of options to the named executive officers of the Company in 2001.
Potential Realizable Value At Assumed Annual Rates of Stock Price Appreciation Individual Grants for Option Term (2) ----------------------------------------------------- ----------------------------- Securities % of Total Underlying Options Options Granted to Exercise Granted Employees in Price Expiration Name (# of shares) 2001 ($/share) Date 5%($) 10%($) - ---- ------------- ---- --------- ---- ----- ------ Paul J. Borden 1,000 (1) 100.0% $.93 7/10/06 $300 $600
- ---------- (1) The options were granted pursuant to the Company's 1999 Stock Incentive Plan to all directors of the Company at an exercise price equal to the fair market value of the shares of Common Stock on the date of grant. The grant date of the options is July 10, 2001. These options become exercisable at the rate of 25% per year commencing one year after the date of grant. (2) The potential realizable values represent future opportunity and have not been reduced to reflect the time value of money. The amounts shown under these columns are the result of calculations at the 5% and 10% rates required by the Securities and Exchange Commission, and are not intended to forecast future appreciation of the shares of Common Stock and are not necessarily indicative of the values that may be realized by the named executive officer. 6 Aggregate Option Exercises in 2001 and Option Values at Year End 2001 The following table provides information as to options exercised by each of the named executives in 2001 and the value of options held by such executives at year end measured in terms of the last reported sale price for the Common Shares on December 31, 2001, $.95.
Value of Number of Unexercised Unxercised Options at In-the-Money Options December 31, 2001 at December 31, 2001 ----------------- -------------------- Number of shares Underlying Exercisable/ Exercisable/ Name Options Exercised Value Realized Unexercisable Unexercisable - ---- ----------------- ------------- ------------- ------------- Paul J. Borden -- -- 10,250/41,750 $2,063/$8,208 Curt R. Noland -- -- 5,000/20,000 $1,000/$4,000 Erin N. Ruhe -- -- 5,000/20,000 $1,000/$4,000 R. Randy Goodson -- -- 3,250/663,000 $650/$223,600 Simon G. Malk -- -- 1,750/357,000 $350/$120,400
Compensation of Directors In 2001, each Director of the Company received a retainer of $12,000 for serving on the Board of Directors. In addition, under the terms of the Company's 1999 Stock Incentive Plan, each director is automatically granted options to purchase 1,000 shares on the date on which the annual meeting of stockholders of the Company is held each year. The purchase price of the shares covered by such options is the fair market value of such shares on the date of grant. 7 Item 12. Security Ownership of Certain Beneficial Owners and Management. - ------- -------------------------------------------------------------- Set forth below is certain information as of April 2, 2002 with respect to the beneficial ownership of Common Stock by (i) each person who, to the knowledge of the Company, is the beneficial owner of more than 5% of the outstanding Common Stock (the Company's only class of voting securities), (ii) each Director, (iii) the current executive officers named in the Summary Compensation Table under "Executive Compensation," (iv) the Steinberg Children Trusts and private charitable foundations established by Mr. Cumming and Mr. Steinberg and (v) all executive officers and Directors of the Company as a group.
Number of Shares Name and Address and Nature of Percent of Beneficial Owner Beneficial Ownership of Class - ------------------- -------------------- --------- Patrick D. Bienvenue............................................... 10,250 (a) * Paul J. Borden..................................................... 36,033 (b) * Timothy M. Considine............................................... 15,109 (c) * Ian M. Cumming..................................................... 7,731,864 (d)(e) 13.6% R. Randy Goodson................................................... 137,750 (f) .2% Michael A. Lobatz.................................................. 10,250 (a) * Simon G. Malk...................................................... 224,094 (g) .4% Curt R. Noland..................................................... 35,000 (h) * Erin N. Ruhe....................................................... 35,000 (h) * Joseph S. Steinberg................................................ 7,197,630 (e)(i) 12.7% The Steinberg Children Trusts...................................... 893,258 (j) 1.6% Cumming Foundation................................................. 73,297 (k) .1% The Joseph S. and Diane H. Steinberg 1992 Charitable Trust......................................... 23,815 (l) * All Directors and executive officers as a group (11 persons)......................................... 15,451,980 (m) 27.2%
- ------------------- * Less than .1%. (a) Includes 250 common shares that may be acquired upon the exercise of currently exercisable stock options. (b) Includes 20,250 common shares that may be acquired upon the exercise of currently exercisable stock options. (c) Includes 4,859 shares held by the Considine and Considine Retirement Plan. Mr. Considine is the Managing Partner of Considine and Considine, an accounting firm in San Diego, California. (d) Includes (i) 95,324 shares of Common Stock (.2%) beneficially owned by Mr. Cumming's wife (directly and through trusts for the benefit of Mr. Cumming's children of which Mr. Cumming's wife is trustee) as to which Mr. Cumming may be deemed to be the beneficial owner and (ii) 250 shares that may be acquired upon the exercise of currently exercisable stock options. (e) Messrs. Cumming and Steinberg have an oral agreement pursuant to which they will consult with each other as to the election of a mutually acceptable Board of Directors of the Company. The business address for Messrs. Cumming and Steinberg is c/o Leucadia National Corporation, 315 Park Avenue South, New York, New York 10010. 8 (f) Includes 6,500 common shares that may be acquired upon the exercise of currently exercisable stock options. Does not include currently exercisable stock options with respect to 491,802 common shares as to which performance criteria have not been met, and which will be repurchased by the Company at a price not more than the option exercise price as to any shares for which the performance criteria are not met in accordance with the terms of the option. (g) Includes 3,500 common shares that may be acquired upon the exercise of currently exercisable stock options. Does not include currently exercisable stock options with respect to 350,000 common shares as to which performance criteria have not been met, and which will be repurchased by the Company at a price not more than the option exercise price as to any shares for which the performance criteria are not met in accordance with the terms of the option. (h) Includes 10,000 common shares that may be acquired upon the exercise of currently exercisable stock options. (i) Includes (i) 34,861 shares of Common Stock (less than .1%) beneficially owned by Mr. Steinberg's wife as to which Mr. Steinberg may be deemed to be the beneficial owner and (ii) 250 shares that may be acquired upon the exercise of currently exercisable stock options. (j) Mr. Steinberg disclaims beneficial ownership of the Common Stock held by the Steinberg Children Trusts. (k) Mr. Cumming is a trustee and President of the foundation and disclaims beneficial ownership of the Common Stock held by the foundation. (l) Mr. Steinberg and his wife are trustees of the trust. Mr. Steinberg disclaims beneficial ownership of the Common Stock held by the trust. (m) Includes 55,250 common shares that may be acquired upon the exercise of currently exercisable stock options. Does not include currently exercisable stock options with respect to an aggregate of 841,802 common shares described in footnotes (f) and (g) above. As of April 2, 2002, Cede & Co. held of record 44,391,844 shares of Common Stock (approximately 78.1% of the total Common Stock outstanding). Cede & Co. held such shares as a nominee for broker-dealer members of The Depository Trust Company, which conducts clearing and settlement operations for securities transactions involving its members. Item 13. Certain Relationships and Related Transactions. - ------- ----------------------------------------------- In 1999, Leucadia completed the distribution of the Company Common Stock to shareholders of Leucadia. As a result, Joseph S. Steinberg, Chairman of the Board of the Company, and Ian M. Cumming, a director of the Company, together with their respective family members (excluding trusts for the benefit of Mr. Steinberg's children) beneficially own approximately 12.7% and 13.6% respectively, of the outstanding Common Stock. Mr. Steinberg is also President and a director of Leucadia and Mr. Cumming is Chairman of the Board of Leucadia. At April 2, 2002, Mr. Steinberg and Mr. Cumming beneficially owned (together with their respective family members but excluding trusts for the benefit of Mr. Steinberg's children) approximately 16.8% and 18.0%, respectively, of Leucadia's outstanding common shares. See Item 12, "Security Ownership of Certain Beneficial Owners and Management" included in this Report for information concerning the securities ownership of Messrs. Steinberg and Cumming and their respective families. Set forth below is information concerning agreements or relationships between the Company and Leucadia and its subsidiaries. 9 San Elijo Hills Development Agreement In August 1998, the Company entered into a development management agreement with an indirect subsidiary of Leucadia to become development manager of San Elijo Hills, which will be a master-planned community in San Diego County, California, of approximately 3,400 homes and apartments as well as commercial properties, which are expected to be completed during the course of this decade. As development manager, the Company is responsible for the overall management of the project, including, among other things, preserving existing entitlements and obtaining any additional entitlements required for the project, arranging financing for the project, coordinating marketing and sales activity, and acting as the construction manager. The development management agreement provides that the Company will receive certain fees in connection with the project. These fees consist of field overhead and management service fees, which are based on a fixed percentage of gross revenues of the project, less certain expenses allocated to the project, and are expected to cover the Company's cost of providing these services. The Company also receives co-op marketing and advertising fees that are paid at the time builders sell homes, are generally based upon a fixed percentage of the homes' selling price and are recorded as revenue when the home is sold. The development agreement also provides for a success fee to the Company out of the net cash flow, if any, from the project, as determined in accordance with the development agreement, subject to a maximum success fee. Whether a success fee, if it is earned, will be paid to the Company prior to the conclusion of the project will be at the discretion of the project owner. During the year ended December 31, 2001, the Company received approximately $5,800,000 in fees under the development management agreement, including approximately $1,000,000 in co-op marketing and advertising fees. Loan Agreements Leucadia funded the Company's bankruptcy plan by purchasing stock and debt of the Company. As of December 31, 2001, the Company owed $26,462,000 principal amount to Leucadia, which is payable on December 31, 2004 and bears interest at 6% per year. During the year ended December 31, 2001, the Company paid to Leucadia approximately $1,588,000 in interest. In March 2001, the Company entered into a $3,000,000 line of credit agreement with Leucadia. Under the line of credit, the Company has agreed to pay a commitment fee of .375% per year, payable quarterly, on the unused balance of the line of credit. Loans outstanding under this line of credit bear interest at 10% per year. Interest on the line of credit of approximately $24,000 was expensed and paid to Leucadia during the year ended December 31, 2001. Effective March 1, 2002, this agreement was amended to extend the maturity to February 28, 2007, unless earlier terminated by Leucadia not later than November 15 of any year, effective February 28 of the following year. As of April 2, 2002, $450,000 was outstanding under this facility. Otay Land Company, LLC In October 1998, the Company and Leucadia formed Otay Land Company, LLC ("Otay Land Company"). Through December 31, 2001, the Company invested $11,825,000 as capital and Leucadia invested $10,000,000 as a preferred capital interest. The Company is the development manager of this project. In 1998, Otay Land Company purchased approximately 4,800 acres of land that is part of a 22,900 acre project located south of San Diego, California, known as Otay Ranch, for approximately $19,500,000. Net income, if any, from this investment first will be paid to Leucadia until it has received an annual cumulative preferred return of 12% on, and repayment of, its preferred investment. Any remaining funds are to be paid to the Company. No amounts have been paid to Leucadia under this agreement. Administrative Services Agreement Since emerging from bankruptcy in 1995, administrative services and, prior to November 2000, certain managerial support services, have been provided to the Company by Leucadia. Under the current administrative services agreement, Leucadia provides services to the Company on a month-to-month basis. Pursuant to this agreement, Leucadia provides the services of Ms. Corinne A. Maki, the Company's Treasurer and Secretary, in addition to various administrative functions. Ms. Maki is an officer of Leucadia Financial. Prior to November 2000, Leucadia also provided the services of Paul J. Borden, President of the Company, under the administrative services agreement. Prior to November 2000, Mr. Borden also was a Vice President of Leucadia. The cost of services provided by Leucadia during 2001 aggregated $107,000. 10 Office Space The Company rents office space and furnishings from Leucadia for a monthly amount equal to its share of the Leucadia's cost for the space and furnishings. The agreement pursuant to which the space and furnishings are provided extends through February 28, 2005 (coterminous with Leucadia's occupancy of the space) and provides for a monthly rental of $20,000 effective March 1, 2002. In connection with these rentals, the Company paid $246,000 to Leucadia in 2001. Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K - ------- ---------------------------------------------------------------- None. 11 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. HOMEFED CORPORATION Registrant By: /s/ Erin N. Ruhe ----------------------------------- Erin N. Ruhe Vice President and Controller Dated: April 30, 2002 12 EXHIBIT INDEX Exhibit Exemption Number Description Indication - ------ ----------- ---------- 13 -----END PRIVACY-ENHANCED MESSAGE-----