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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. )
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TEJON RANCH CO.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.50
(Title of Class of Securities)
879080 10 9
(CUSIP Number)
-----------------------
IRIS B. ROSKEN/1/
CARL MARKS MANAGEMENT COMPANY, L.P.
135 EAST 57TH STREET
NEW YORK, NY 10022-2032
TEL. NO.: (212) 909-8400
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
JULY 17, 1997
(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 which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
================================================================================
Page 1 of 13 Pages
- --------
/1/ Copy to: Robert M. Hirsh, Esq., Paul, Weiss, Rifkind, Wharton & Garrison,
1285 Avenue of the Americas, New York, New York 10019-6064, Tel: (212)
373-3000.
SCHEDULE 13D
CUSIP NO. 879080 10 9 PAGE 2 OF 13 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 505,000**
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
505,000**
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
505,000 Shares**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.98%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
** INCLUDES SHARES BENEFICIALLY OWNED BY OTHER REGISTERED PERSONS BUT OMITS
CERTAIN SHARES OWNED BY CERTAIN GROUP MEMBERS. SEE ITEM 5.
SCHEDULE 13D
CUSIP NO. 879080 10 9 PAGE 3 OF 13 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Strategic Investments II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 185,000**
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
185,000**
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,000 SHARES**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.46%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
** INCLUDES SHARES BENEFICIALLY OWNED BY OTHER REGISTERED PERSONS BUT OMITS
CERTAIN SHARES OWNED BY CERTAIN GROUP MEMBERS. SEE ITEM 5.
SCHEDULE 13D
CUSIP NO. 879080 10 9 PAGE 4 OF 13 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl Marks Management Company, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 690,000**
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
690,000**
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
690,000 Shares**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.44%
14 TYPE OF REPORTING PERSON
PN
- ------ --------------
** Includes shares beneficially owned by other registered persons but omits
certain shares owned by certain group members. See Item 5.
SCHEDULE 13D
CUSIP NO. 879080 10 9 PAGE 5 OF 13 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew M. Boas
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
740,000**
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
740,000**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,000 Shares**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.83%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
** Includes shares beneficially owned by other registered persons but omits
certain shares owned by certain group members. See Item 5.
SCHEDULE 13D
CUSIP NO. 879080 10 9 PAGE 6 OF 13 PAGES
---------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert C. Ruocco
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
7 SOLE VOTING POWER
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
8 SHARED VOTING POWER
740,000**
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
740,000**
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,000 Shares**
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.83%
14 TYPE OF REPORTING PERSON
IN
- ------ --------------
** Includes shares beneficially owned by other registered persons but omits
certain shares owned by certain group members. See Item 5.
Page 7 of 13 Pages
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock, par value
$0.50 per share (the "Common Stock"), of Tejon Ranch Co., a Delaware corporation
(the "Issuer"). The principal executive offices of the Issuer are located at
P.O. Box 1000, Lebec, California 93243.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) Carl Marks Strategic Investments,
L.P., a Delaware limited partnership (the "Partnership"), (ii) Carl Marks
Strategic Investments II, L.P., a Delaware limited partnership ("Partnership II"
and, together with the Partnership, the "Partnerships"), (iii) Carl Marks
Management Company, L.P., a Delaware limited partnership and the sole general
partner of each of the Partnership and Partnership II (the "General Partner"),
and (iv) Messrs. Andrew M. Boas and Robert C. Ruocco, the two general partners
of the General Partner. The Partnerships, the General Partner and Messrs. Boas
and Ruocco are herein collectively referred to as the "Reporting Persons."
This Schedule reports the direct beneficial ownership of Common
Stock by (i) the Partnership, (ii) Partnership II, and (iii) a managed
institutional advisory account (the "Account"). The investment manager of the
Account is Carl Marks Offshore Management, Inc., a New York corporation (the
"Manager"). The two individuals who are reporting persons -- namely Messrs. Boas
and Ruocco -- are executive officers of the Manager and share responsibility for
investment decisions made by the Manager for the Account.
(b) The principal business of each of the Partnership, Partnership
II and the Account is investment in securities. The principal business of the
General Partner and the Manager is investment management, including the
management of the Partnerships and the Account, respectively. The business
address of each of the Partnerships, the General Partner and the Manager is c/o
Carl Marks & Co., Inc., 135 East 57th Street, New York, New York 10022.
(c) The principal business of each of Messrs. Boas and Ruocco is
acting as general partner of the General Partner and as executive officers of
the Manager. In addition to serving as a general partner of the General Partner,
Mr. Boas is a Vice President of Carl Marks & Co., Inc., which through affiliates
is engaged in a broad variety of investment activities, including securities
trading, money management, venture capital, real estate investing, corporate
merchant banking and work out activities. The business address of Messrs. Boas
and Ruocco is 135 East 57th Street, New York, New York 10022.
(d) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons 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.
Page 8 of 13 Pages
(f) Messrs. Boas and Ruocco are citizens of the United States of
America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Partnership acquired the 505,000 shares of Common Stock reported
herein as beneficially owned by it for $$6,817,525.00 in cash, Partnership II
acquired the 185,000 shares of Common Stock reported herein as beneficially
owned by it for $2,497,525.00 in cash, and the Account acquired the 50,000
shares of Common Stock beneficially owned by it for $675,025.00 in cash. Such
shares were paid for with the investment capital of the Partnership, Partnership
II and the Account, respectively.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock reported herein were acquired from The
Times Mirror Company pursuant to an agreement that was entered into on July 17,
1997. The Reporting Persons acquired the shares of Common Stock solely for
investment purposes. The Reporting Persons intend to discuss with the Issuer the
question of obtaining the right to appoint a director to the Issuer's board of
directors.
Except as described above, none of the Reporting Persons has any
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
Page 9 of 13 Pages
(h) Causing a class of securities of the Issuer to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Partnership beneficially owns 505,000 shares of Common
Stock, representing approximately 3.98% of the 12,682,244 shares of Common Stock
outstanding. In its capacity as the general partner of the Partnership, such
shares may also be deemed to be beneficially owned by the General Partner and,
in their capacity as general partners of the General Partner, by each of Mr.
Boas and Mr. Ruocco.
Partnership II beneficially owns 185,000 shares of Common Stock,
representing approximately 1.46% of the outstanding shares of Common Stock. In
its capacity as the general partner of the Partnership, such shares may also be
deemed to be beneficially owned by the General Partner and, in their capacity as
general partners of the General Partner, by each of Mr. Boas and Mr. Ruocco.
The Account beneficially owns 50,000 shares of Common Stock,
representing approximately 0.39% of the outstanding shares, which shares of
Common Stock may also be deemed to be beneficially owned by the Manager by
virtue of its capacity as investment manager for the Account and, in their
capacity as executive officers of the Manager, by Messrs.
Boas and Ruocco.
(b) By reason of the foregoing, the Reporting Persons beneficially
own the following respective aggregate amounts and approximate percentages of
the outstanding shares of Common Stock: (i) the Partnership, 505,000 shares
(3.98%); (ii) Partnership II, 185,000 shares (1.46%); (iii) the General Partner,
690,000 shares (5.44%); and (iv) each of Messrs. Boas and Ruocco, 740,000 shares
(5.83%). The number of shares of Common Stock as to which each Reporting Person
has the sole power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or to direct the disposition, or shared
power to dispose or to direct the disposition, is as set forth in items 7
through 10 of the applicable cover page of this Schedule.
(c) Except as described in Item 4, none of the Reporting Persons has
effected any transactions in the Common Stock during the past 60 days.
(d) Except as set forth in this Item 5, none of the Reporting
Persons knows of any other person having the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock reported on this Schedule.
(e) Not applicable.
Page 10 of 13 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
To the knowledge of the Reporting Persons, except as set forth in
Items 3, 4 and 5, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in response to Item 2
and between such persons and any other person with respect to any securities of
the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
Number Description
- ------- -----------
1. Agreement among the Reporting Persons relating to Joint Filing
pursuant to Rule 13d-1(f).
Page 11 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 28, 1997
CARL MARKS STRATEGIC INVESTMENTS, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
--------------------------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS STRATEGIC INVESTMENTS II, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
--------------------------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS MANAGEMENT COMPANY, L.P.
By: /s/ Andrew M. Boas
--------------------------------------
Name: Andrew M. Boas
Title: General Partner
/s/ Andrew M. Boas
-------------------------------------------
Andrew M. Boas
/s/ Robert C. Ruocco
-------------------------------------------
Robert C. Ruocco
Page 12 of 13 Pages
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
1. Agreement among the Reporting Persons
relating to Joint Filing pursuant to Rule 13d-
1(f).
Page 13 of 13 Pages
Exhibit 1
Agreement Relating to Joint Filing
of Statement on Schedule 13D
----------------------------------
The undersigned hereby agree that the statement on Schedule 13D to
which this Agreement is attached and which relates to the Common Stock of the
Issuer, each as defined in the statement, will be filed on behalf of each of the
undersigned.
CARL MARKS STRATEGIC INVESTMENTS, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
--------------------------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS STRATEGIC INVESTMENTS II, L.P.
By: Carl Marks Management Company, L.P.,
its general partner
By: /s/ Andrew M. Boas
--------------------------------------
Name: Andrew M. Boas
Title: General Partner
CARL MARKS MANAGEMENT COMPANY, L.P.
By: /s/ Andrew M. Boas
--------------------------------------
Name: Andrew M. Boas
Title: General Partner
/s/ Andrew M. Boas
-------------------------------------------
Andrew M. Boas
/s/ Robert C. Ruocco
-------------------------------------------
Robert C. Ruocco