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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Cadiz Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
127537108
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(CUSIP Number)
Andrew Druch, Esq.
ING Capital LLC
1325 Avenue of the Americas
New York, New York 10019
(646) 424-6154
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 10, 2005
----------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
----------------------- -----------------------
CUSIP NO. 127537108 SCHEDULE 13D PAGE 2 OF 13
----------------------- -----------------------
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1 NAME OF REPORTING PERSON
ING Groep N.V.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) [ ] (B) [ ]
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO (See item #3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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7 SOLE VOTING POWER
1,968,954 (1)
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,968,954 (1)
WITH
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,968,954 (1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0% (2)
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14 TYPE OF REPORTING PERSON (See Instructions)
HC
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----------
(1) This number includes (i) 1,911,665 shares of Cadiz Inc. Common Stock (ii)
17,289 shares of Cadiz Inc. Common Stock issuable upon conversion of the 1,000
shares of Series F Preferred Stock and (ii) 40,000 shares of Cadiz Inc. Common
Stock issuable upon the exercise of warrants held by ING Capital LLC (See Item
#3). ING Capital is an indirect subsidiary of ING Groep N.V.
(2) Based upon 10,324,330 shares of Cadiz Inc. Common Stock outstanding based on
Cadiz Inc.'s Form 8-K report dated December 2, 2004, plus (x) 17,289 shares of
Cadiz Inc. Common Stock issuable upon conversion of the 1,000 shares of Series F
Preferred Stock and (y) 40,000 warrants exercisable by ING Capital LLC.
----------------------- -----------------------
CUSIP NO. 127537108 SCHEDULE 13D PAGE 3 OF 13
----------------------- -----------------------
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1 NAME OF REPORTING PERSON
ING Capital LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) [ ] (B) [ ]
Not Applicable
--------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO (See Item #3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
1,968,954 (1)
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,968,954 (1)
WITH
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,968,954 (1)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0% (2)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
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CUSIP NO. 127537108 SCHEDULE 13D PAGE 4 OF 13
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INTRODUCTION
This Amendment No. 2 (this "Amendment") relates to the Schedule 13D filed
by ING Groep N.V. and ING Capital LLC with the Securities and Exchange
Commission on February 14, 2003, as amended by Amendment No. 1 filed on February
2, 2004, with respect to the common stock, $.01 par value per share (the "Common
Stock") of Cadiz Inc., a Delaware corporation ("Cadiz").
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby amended and restated in its entirety with the following:
This statement relates to (i) shares of Common Stock (ii) Series F
Preferred Stock immediately convertible into Common Stock ("Series F Preferred
Stock") and (iii) warrants with respect to the Common Stock exercisable 180 days
from issuance and expiring 3 years from issuance ("Warrants" and, together with
Common Stock and Series F Preferred Stock, the "Shares").
The principal executive office of Cadiz is located at 777 S. Figueroa
Street, Suite 4250, Los Angeles, CA 90017, United States of America.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (b) This Schedule 13D is filed on behalf of ING Groep N.V.
("ING"), a limited liability company organized under the laws of The
Netherlands, and ING Capital LLC ("ING Capital"), a limited liability company
organized under the laws of the State of Delaware and a wholly-owned indirect
subsidiary of ING. ING and ING Capital are sometimes referred to herein as
"Reporting Persons".
ING Capital is engaged principally in providing financial services and
related businesses. The principal executive office and principal place of
business of ING Capital is located at 1325 Avenue of the Americas, New York, New
York 10019.
ING is a financial services holding company whose subsidiaries are engaged
principally in the insurance and banking businesses. The principal executive
office and principal place of business of ING is located at Amstelveenseweg 500,
1081 KL Amsterdam, P.O. Box 810, 1000 AV Amsterdam, The Netherlands.
99.93% of the ordinary shares of ING are owned by, and registered in the
name of, Stichting ING Aandelen (the "Trust") a Netherlands Trust and the issuer
of Bearer Depositary Receipts of ING Groep N.V.
Other than the executive officers of ING Capital, the executive officers
and members of the Executive Board of ING, the members of the Supervisory Board
of ING and the members of the Management Board of the Trust, there are no
persons or corporations controlling or ultimately in control of ING Capital or
ING, respectively. The name and business address of each executive officer of
ING Capital, each executive officer and member of the Executive Board of ING,
each member of the Supervisory Board of ING and each member of the Management
Board of the Trust are set forth in Annex 1 hereto and incorporated herein by
reference.
(c) The present principal occupation of each executive officer of ING
Capital, each executive officer and member of the Executive Board of ING, each
member of the Supervisory Board of ING and each member of the Management Board
of the Trust is set forth in Annex 1 hereto and incorporated herein by
reference.
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CUSIP NO. 127537108 SCHEDULE 13D PAGE 5 OF 13
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(d) During the last five years, neither ING or ING Capital nor, to the
best of their knowledge, any of the persons listed in Annex 1 hereto has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither ING or ING Capital nor, to the
best of their knowledge, any of the persons listed in Annex 1 hereto has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws, or finding
any violation with respect to such laws.
(f) The citizenship of each of the executive officers of ING Capital, the
executive officers and members of the Executive Board of ING, the members of the
Supervisory Board of ING and the members of the Management Board of the Trust is
set forth on Annex 1 hereto and incorporated herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety with the following:
The Shares which are the subject of this filing on Schedule 13D were
issued in consideration for the origination of loans (and subsequent extensions
and amendments to the terms thereof) (collectively, the "Lending Transactions")
by ING Capital, formerly ING Baring (U.S.) Capital LLC, to Cadiz and were issued
either (i) as warrants to purchase Common Stock of Cadiz, (ii) as Common Stock
(iii) as Series F Preferred Stock immediately convertible into Common Stock, or
(iv) in the form of units consisting of (x) Common Stock and (y) warrants to
purchase Common Stock.
ING Capital initially held beneficial ownership of 3,811,864 shares
comprised of (i) 136,864 shares of Common Stock, (ii) 2,425,000 warrants,
exercisable immediately, to purchase Common Stock and (iii) 1,250,000 shares of
common stock issuable upon conversion of the indebtedness of Cadiz Inc.(3)
On December 15, 2003, Cadiz effectuated a 25-for-1 reverse split of its
Common Stock. In addition, on December 15, 2003, Cadiz issued 100,000 shares of
Series F Preferred Stock to ING Capital in connection with an amendment to terms
of the Lending Transactions in exchange for the convertible debt of Cadiz held
by ING Capital. (4) These shares of Series F Preferred Stock are immediately
convertible into 1,728,955 shares of Common Stock. Pursuant to the Certificate
of Designations governing the Series F Preferred Stock, the holders of a
majority-in-interest of the Series F Preferred Stock have the right to nominate,
and have seated, two persons to serve as directors of Cadiz. ING Capital is
currently the sole holder of the Series F Preferred Stock. On January 30, 2004,
ING Capital designated P.R. Burnaman II and Geoffrey W. Arens to serve as
directors of Cadiz. On March 22, 2004, P.R. Burnaman II resigned as director of
Cadiz. ING Capital nominated Gregory Ritchie to replace Mr. Burnaman upon Mr.
Burnaman's resignation. Mr. Ritchie was appointed to the board of directors of
Cadiz on March 23, 2004.
----------
(3) These shares were originally issued to Middenbank Curacao N.V., an indirect
subsidiary of ING and an affiliate of ING Capital. As of January 31, 2003, all
of such securities were transferred from Middenbank Curacao N.V. to ING Capital
LLC. ING Groep N.V. does not directly hold any shares of Cadiz Inc.
(4) ING Capital initially held convertible indebtedness of Cadiz Inc. entitling
ING Capital to receive 1,250,000 shares of common stock issuable upon
conversion.
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CUSIP NO. 127537108 SCHEDULE 13D PAGE 6 OF 13
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On December 23, 2003, ING Capital exercised 2,350,000 warrants (5) at
$0.25 per share for a total of 94,000 shares of Common Stock of Cadiz.
On December 2, 2004, ING Capital converted 99,000 shares of Series F
Preferred Stock into 1,711,665 shares of Common Stock. In addition, on December
2, 2004, Cadiz issued 40,000 units to ING Capital for an aggregate consideration
of $2,400,000. The units consist of 200,000 shares of Common Stock and 40,000
warrants. The warrants have an exercise price of $15 and are exercisable 180
days from issuance and expire 3 years from issuance.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated in its entirety with the following:
As noted above, the Shares which are the subject of this filing on
Schedule 13D were acquired from Cadiz in connection with the origination of
loans (and subsequent extensions and amendments to the terms thereof) by ING
Capital, formerly ING Baring (U.S.) Capital LLC.
On February 11, 2003, in the course of a periodic management review of its
various lending and investment activities, ING Capital concluded that, in light
of the financial condition of Cadiz and the filing by Sun World International,
Inc., one of Cadiz's material subsidiaries, for judicial protection from its
creditors pursuant to Chapter 11 of the United States Bankruptcy Code, ING
Capital may, in the future, utilize the rights afforded to it as a holder of
Cadiz's equity securities, to maximize its potential recovery of, and return on,
its investment.
As noted under Item #3, the holders of the Series F Preferred Stock,
voting as a single class, have the right to nominate, and have seated, two
persons to serve as directors of Cadiz. ING Capital is currently the sole holder
of the Series F Preferred Stock. On January 30, 2004, ING Capital nominated P.R.
Burnaman II and Geoffrey W. Arens to serve as directors of Cadiz. On March 22,
2004, P.R. Burnaman II resigned as director of Cadiz. ING Capital nominated
Gregory Ritchie to replace Mr. Burnaman upon Mr. Burnaman's resignation. Mr.
Ritchie was appointed to the board of directors of Cadiz on March 23, 2004.
Messrs. Ritchie and Arens will fulfill their fiduciary duties to Cadiz, its
shareholders and those other constituencies to whom fiduciary duties are owed.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety with the following:
(a) The total number of Shares that ING and ING Capital beneficially own
is 1,968,954, which represents 19.0% of Cadiz's total outstanding Shares. Cadiz
has (i) 10,324,330 (1) shares of common stock issued and outstanding (ii) 17,289
shares of Common Stock issuable upon conversion of the 1,000 shares of Series F
Preferred Stock (2) and (iii) 40,000 warrants exercisable by ING Capital.
(b) See items #7, #8, #9 and #10 on pages 2 and 3.
(c) The following is a list of all purchases or sales of the Common Stock
by the Reporting Persons within the past 60 days:
(i) On December 2, 2004, Cadiz issued 40,000 units to ING Capital. The
units consist of 200,000 shares of Common Stock and 40,000 warrants.
The
----------
(5) 75,000 warrants expired on April 30, 2003.
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CUSIP NO. 127537108 SCHEDULE 13D PAGE 7 OF 13
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warrants have an exercise price of $15 per share and are exercisable
180 days from the date of issuance and expire three (3) years from
the date of issuance. The units issued were the subject of a Cadiz
press release dated November 30, 2004.
(ii) On December 2, 2004, ING Capital converted 99,000 shares of Series F
Preferred Stock into 1,711,665 shares of Common Stock.
(iii) On January 7, 2005, ING Capital sold 1,300 shares of Common Stock in
open market transactions pursuant to Rule 144 at a price of $12.75
per share. These shares are the subject of a Form 144 filed with the
Securities and Exchange Commission on December 23, 2004.
(iv) On January 11, 2005, ING Capital sold 9,200 shares of Common Stock
in open market transactions pursuant to Rule 144 at a price of
$12.75 per share. These shares are the subject of a Form 144 filed
with the Securities and Exchange Commission on December 23, 2004.
(v) On January 24, 2005, ING Capital sold 9,000 shares of Common Stock
in open market transactions pursuant to Rule 144 at a price of
$13.11 per share. These shares are the subject of a Form 144 filed
with the Securities and Exchange Commission on December 23, 2004.
(vi) On January 25, 2005, ING Capital sold 4,000 shares of Common Stock
in open market transactions pursuant to Rule 144 at a price of
$13.50 per share. These shares are the subject of a Form 144 filed
with the Securities and Exchange Commission on December 23, 2004.
(vii) On February 10, 2005, ING Capital sold 75,974 shares of Common Stock
in open market transactions pursuant to Rule 144 at a price of
$12.97 per share. These shares are the subject of a Form 144 filed
with the Securities and Exchange Commission on December 23, 2004.
The above transactions were reported on Form 4s filed with the Securities and
Exchange Commission on December 6, 2004, January 11, 2005, January 13, 2005,
January 26, 2005, January 27, 2005, and February 14, 2005.
(d) Except as set forth in this Amendment to Schedule 13D, to the
knowledge of the Reporting Persons, no person other than the Reporting Persons
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of Shares covered by this Amendment to Schedule
13D.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See items #3 and #4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Power of Attorney
Exhibit 2: Joint Filing Agreement
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CUSIP NO. 127537108 SCHEDULE 13D PAGE 8 OF 13
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 15, 2005.
ING GROEP N.V.
By: /s/ Huib D. ter Haar
----------------------------------
Name: Huib D. ter Haar
Title: Group Compliance Officer
By: /s/ Rein K. Pijpers
----------------------------------
Name: Rein K. Pijpers
Title: Assistant General Counsel
ING CAPITAL LLC
By: /s/ Huib D. ter Haar
----------------------------------
Name: Huib D. ter Haar
Title: Attorney-in-fact
By: /s/ Rein K. Pijpers
----------------------------------
Name: Rein K. Pijpers
Title: Attorney-in-fact
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CUSIP NO. 127537108 SCHEDULE 13D PAGE 9 OF 13
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Annex 1
DIRECTORS AND EXECUTIVE OFFICERS OF ING CAPITAL LLC, EXECUTIVE
OFFICERS AND MEMBERS OF THE EXECUTIVE BOARD OF ING GROEP N.V.,
MEMBERS OF THE SUPERVISORY BOARD OF ING GROEP N.V AND MEMBERS OF
THE MANAGEMENT BOARD OF STICHTING ING AANDELEN.
The name, present principal occupation or employment, and the name of any
corporation or other organization in which such employment is conducted, of each
executive officer of ING Capital LLC ("ING Capital"), each member of the
Supervisory Board of ING Groep N.V. ("ING"), each executive officer and member
of the Executive Board of ING and each member of the Management Board of
Stichting ING Aandelen, (formerly known as Stichting Administratiekantoor ING
Groep, the "Trust"), as applicable, is set forth below. Except as set forth
below, each of the executive officers of ING Capital is a citizen of the United
States and each of the executive officers and members of the Executive Board of
ING, each of the members of the Supervisory Board of ING and each of the members
of the Management Board of the Trust is a citizen of The Netherlands. The
business address of each executive officer of ING Capital is 1325 Avenue of the
Americas, New York, New York 10019. The business address of each executive
officer and member of the Executive Board, each member of the Supervisory Board
of ING and each member of the Management Board of the Trust is Amstelveenseweg
500, 1081 KL Amsterdam, The Netherlands. Unless otherwise indicated, each
occupation set forth opposite the name of an executive officer or member of the
Executive Board of ING or a member of the Supervisory Board of ING refers to
employment with ING, each occupation set forth opposite the name of a member of
the Management Board of the Trust refers to employment with the Trust and each
occupation set forth opposite the name of an executive officer of ING Capital
refers to employment with ING Capital.
ING GROEP N.V.
NAME, POSITION WITH PRESENT PRINCIPAL
ING GROEP N.V. AND CITIZENSHIP OCCUPATION OR EMPLOYMENT
Michel Tilmant, Chairman of the Executive Board since April 27, 2004.
Chairman of Executive Board Vice-Chairman of the Executive Board since May 2, 2002,
Belgian and member of the Executive Board since May 8, 1998.
Cees Maas, Chief Financial Officer since 1996, Vice-Chairman of the
Member of Executive Board Executive Board since April 27, 2004 and member of the
Executive Board since 1992.
Frederick Hubbell, Member of the Executive Board since May 2, 2002.
Member of Executive Board
American
Eric Boyer de la Giroday, Member of the Executive Board since April 27, 2004.
Member of Executive Board
Belgian
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CUSIP NO. 127537108 SCHEDULE 13D PAGE 10 OF 13
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Hans Verkoren, Member of the Executive Board since April 27, 2004.
Member of Executive Board
Eli Leenaars, Member of the Executive Board since April 27, 2004.
Member of Executive Board
Alexander Rinnooy Kan, Member of the Executive Board since September 1996.
Member of Executive Board
Cor Herkstroter, Chairman of the Supervisory Board since May 1999 and
Chairman of Supervisory Board member since May 1998.
Luella Gross Goldberg, Member of Supervisory Board since April 2001.
Member of the Supervisory Board
American
Paul van der Heijden, Member of the Supervisory Board since May 1995. Rector
Member of the Supervisory Board Magnificus and Professor of Labor Law and Industrial
Relations at the University of Amsterdam
Adrianus Gerardus Jacobs, Member of the Supervisory Board since June 1998.
Member of Supervisory Board
Godfried van der Lugt Member of the Supervisory Board since April 2001.
Member of Supervisory Board
Paul Baron de Meester, Member of the Supervisory Board since May 1998.
Member of Supervisory Board
Belgian
Willem Kok, Member of the Supervisory Board since April 2003.
Member of Supervisory Board
Klaus Dieter Hoffman, Member of Supervisory Board since April 2003.
Member of the Supervisory Board
German
Jan Timmer, Member of the Supervisory Board since October 1996.
Member of Supervisory Board
Karel Vuursteen Member of the Supervisory Board since April 2002.
Member of the Supervisory Board
Eric Bourdais de Charbonniere, Member of the Supervisory Board since April 2004.
Member of Supervisory Board
French
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CUSIP NO. 127537108 SCHEDULE 13D PAGE 11 OF 13
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ING CAPITAL LLC
PRESENT PRINCIPAL OCCUPATION OR
NAME AND CITIZENSHIP EMPLOYMENT
David Hudson President and Chief Executive Officer (6)
John Egan Chief Financial Officer (6)
John Cirrito Senior Managing Director and Chief Operating
Officer (6)
Andrew Druch General Counsel, Secretary and
Managing Director (6)
Stichting ING Aandelen
NAME, POSITION WITH THE PRESENT PRINCIPAL OCCUPATION
TRUST AND CITIZENSHIP OR
EMPLOYMENT
Ton Risseeuw Chairman since October, 26 2004, Member
Chairman since August 1, 2001.
Ton Regtuijt Member since May 12, 1996.
Member
Huib Blaisse Member since December 1, 1999.
Member
Jan Veraart Member since August 1, 2001.
Member
Paul Fentrop
Member Member since July 1, 2004.
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(6) Also reflects occupation with ING Financial Holdings Corporation, the sole
member of ING Capital LLC.