UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) October 10, 2012
Tejon Ranch Co.
(Exact name of registrant as specified in its 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
(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:
| ¨ | 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)) |
| Item 8.01 | Other Events. |
On October 10, 2012, Tejon Ranch Co. (the “Company”) issued a press release reporting that it had filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”). Under the shelf registration statement, once declared effective by the SEC, the Company may offer and sell from time to time in the future, in one or more offerings, common stock, preferred stock, debt securities, warrants, or any combination of the foregoing, either individually or as units comprised of two or more securities. The aggregate offering price of all securities that may be sold under the registration statement will not exceed $150,000,000. A copy of this press release is filed herewith as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated October 10, 2012 relating to the filing of a Registration Statement on Form S-3 | |
SIGNATURES
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.
| TEJON RANCH CO. (Registrant) | ||||||
| By: | /s/ Allen E. Lyda | |||||
| Allen E. Lyda Senior Vice President and Chief Financial Officer | ||||||
Date: October 11, 2012
Exhibit 99.1
TEJON RANCH ANNOUNCES FILING OF SHELF REGISTRATION
Tejon Ranch, California, October 10, 2012 – Tejon Ranch (NYSE:TRC) today announced that it has filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission, or SEC.
Under the shelf registration statement, once declared effective by the SEC, Tejon may offer and sell from time to time in the future, in one or more offerings, common stock, preferred stock, debt securities, warrants, or any combination of the foregoing, either individually or as units comprised of two or more securities. The aggregate offering price of all securities that may be sold under the registration statement will not exceed $150,000,000.
The shelf registration statement is intended to give the Company additional flexibility to finance business opportunities in the future by accessing the capital markets on a timely and cost effective basis. The specifics of any future offering, along with the prices and terms of any such securities offered by Tejon, will be determined at the time of any such offering and will be described in detail in a prospectus supplement filed in connection with such offering. At this present time, the Company has no specific plans for an offering.
The shelf registration statement relating to these securities has been filed with the SEC but has not yet become effective. The securities described in the shelf registration statement may not be sold nor may offers to buy be accepted prior to the time the shelf registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the securities covered by the shelf registration statement will only be by means of a prospectus and an accompanying prospectus supplement.
About Tejon Ranch:
Tejon Ranch Co. 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.
More information about Tejon Ranch Co. can be found online at http://www.tejonranch.com.
Forward Looking Statements:
The statements contained herein, which are not historical facts, are forward-looking statements based on economic forecasts, strategic plans and other factors, which by their nature involve risk and uncertainties. In particular, among the factors that could cause actual results to differ materially are the following: business conditions and the general economy, future commodity prices and yields, market forces, the ability to obtain various governmental entitlements and permits, interest rates and other risks inherent in real estate and agriculture businesses. For further information on factors that could affect the Company, the reader should refer to the Company’s filings with the Securities and Exchange Commission.