UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20509
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 10, 2012
Tejon Ranch Co.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-7183 | 77-0196136 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| P. O. Box 1000, Lebec, California | 93243 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code 661 248-3000
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 9.01 Financial Statements, Pro Forma Financial Information, and Exhibits |
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Item 5.02 Election of Directors
Tejon Ranch Co’s. Board of Director’s elected Anthony L. Leggio to the Board of Directors of Tejon Ranch Co. He was elected to the Board at its May 8, 2012 board meeting.
Mr. Leggio is President of Bolthouse Properties, LLC, an agricultural and land development company based in Bakersfield, California. He previously served as Vice President/General Counsel for Wm. Bolthouse Farms, one of the world’s largest carrot producers, and formerly was a Principal and Managing Partner at the law firm of Clifford & Brown, P.C. It is anticipated that Mr. Leggio, at the next Board meeting, will be appointed to one or more committee’s of the Board. No related party transactions currently exist between the Company and Mr. Leggio and he will serve pursuant to the standard compensation agreement that the Company has with its other Board members as described in the 2012 Proxy Statement.
Item 9.01 Financial Statements, Pro Forma Financial Information, and Exhibits
Exhibit 99.1 — Press Release
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 10, 2012 | TEJON RANCH CO. | |||||
| By: | /s/ ALLEN E. LYDA | |||||
| Name: | Allen E. Lyda | |||||
| Title: | Senior Vice President, and Chief Financial Officer | |||||
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
May 10, 2012
NEW DIRECTOR JOINS TEJON RANCH CO. BOARD
(TEJON RANCH, CA) Tejon Ranch Co. (NYSE: TRC) today announced the addition of Anthony L. Leggio to the Board of Directors of Tejon Ranch Co. He was elected to the Board at its May 8, 2012 board meeting.
Mr. Leggio is President of Bolthouse Properties, LLC, an agricultural and land development company based in Bakersfield. He previously served as Vice President/General Counsel for Wm. Bolthouse Farms, one of the world’s largest carrot producers, and formerly was a Principal and Managing Partner at the law firm of Clifford & Brown, P.C. Mr. Leggio is a Summa Cum Laude graduate of the University of Pacific, and later earned a Juris Doctor with Distinction from its McGeorge School of Law.
“We are very pleased to have Tony Leggio join our Board of Directors,” said Robert A. Stine, president and CEO of Tejon Ranch Co. “He comes with outstanding credentials. Not only does he have a proven track record of success in both agriculture and land development, given his local ties, he also understands and has an intimate knowledge of both Tejon Ranch and the local community.”
“As a life-long resident of Bakersfield, I’ve closely watched the growth and development at Tejon Ranch over the years,” said Leggio. “Tejon Ranch is well positioned for the future and I am extremely honored to have the opportunity to serve on the Board and look forward to joining with management and my fellow directors as we collectively work to build shareholder value.”
In addition to his professional qualifications, Mr. Leggio has significant experience on a variety of boards of directors. He is currently Chairman of the Board for H.F. Cox Petroleum Transport, and is a founding director of Valley Republic Bank in Bakersfield. He formerly was a director at ARB/Primoris Corporation (NASDAQ: PRIM), and also served as chair of Pandol, Inc., a leading California-based agribusiness.
In addition to Mr. Leggio, the members of the Tejon Ranch Co. Board of Directors include Board Chairman, Real Estate Attorney Kent G. Snyder; directors John L. Goolsby and Norman Metcalfe, both involved in private investments and real estate; George G.C. Parker, Dean Witter Distinguished Professor of Finance at Stanford Business School; Geoffrey L. Stack, Managing Director of SARES-REGIS Group; Robert A. Stine; Daniel R. Tisch, Managing Member of Tower View LLC, and Michael H. Winer, Portfolio Manager with Third Avenue Management LLC.
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About Tejon Ranch Company (NYSE: TRC)
Tejon Ranch Company is a diversified real estate development and agribusiness company, whose principal asset is its 270,000-acre land holding located approximately 60 miles north of Los Angeles and 30 miles south of Bakersfield. For more information on the company, visit www.tejonranch.com.
CONTACT:
Barry Zoeller
Vice President, Corporate Communications & Marketing
(661) 663-4212
bzoeller@tejonranch.com