As filed with the Securities and Exchange Commission on December 14, 1998
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
TEJON RANCH CO.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 77-0196136
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Post Office Box 1000
4436 Lebec Road
Lebec, California 93243
(805) 327-8481
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
TEJON RANCH CO.
1998 STOCK INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
(Full title of the plans)
ROBERT A. STINE
TEJON RANCH CO.
P.O. Box 1000
Lebec, California 93243
(800) 248-6774
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Aggregate Aggregate Fee
Registered (1) Offering Offering
Price per Price (2)
Share (2)
Common Stock 1,000,000 $19.8125 $19,812,500 $5,508
This Registration Statement contains 11 sequentially numbered pages.
The Exhibit Index appears on sequentially numbered page 9.
(1) These shares of Common Stock are reserved for issuance pursuant to the
Tejon Ranch Co. 1998 Stock Incentive Plan and the Non-Employee Director
Stock Incentive Plan. Pursuant to Rule 416(c), there is also being
registered such number of additional shares which may become available
for purchase pursuant to the foregoing Plans in the event of certain
changes in the outstanding shares, including reorganizations,
recapitalizations, stock splits, stock dividends, and reverse stock splits.
(2) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for
purposes of calculating the registration fee and based on the average of
the high and low prices of the Common Stock of Tejon Ranch Co. on the
American Stock Exchange on December 10, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
Omitted pursuant to Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Omitted pursuant to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of Tejon Ranch Co., a Delaware corporation (the
"Company"), previously filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference in and made a part
of this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;
(3) The description of the Company's Common Stock contained in the
Registrant's Registration Statement filed under Section 12 of the
Securities and Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and the Prospectus that is part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware empowers a corporation
to indemnify any person who was or is a part or is threatened to be made a
part to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that he or she is a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection
with such action, suit or proceeding if the person identified acted in good
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interest of the corporation and, with respect to any
criminal action or proceeding, had no cause to believe his or her conduct
was unlawful. In the case of an action by or in the right of the
corporation, no indemnification may be made in respect to any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that a Court of Chancery or the
court in which such action or suit was brought shall determine that
despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent that a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to above or in the defense of any claim, issue or matter
herein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.
The Certificate of Incorporation of the Company provides, in effect, that,
to the fullest extent permitted by Delaware General Corporation Law, the
Registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any action, suit or proceeding of the type described
above by reason of the fact that he or she is a director, officer, employee
or agent of the Registrant.
The Registrant's Certificate of Incorporation relieves its directors from
monetary damages to the Registrant or its stockholders for breach of such
director's fiduciary duty as a director to the full extent permitted by the
Delaware General Corporation Law. Under Section 102(7) of the Delaware
General Corporation Law a corporation may relieve its directors from
personal liability to such corporation or its stockholders for monetary
damages for any breach of their fiduciary duty as directors except (i) for
a breach of the duty of loyalty, (ii) for failure to act in good faith,
(iii) for intentional misconduct or knowing violation of law, (iv) for
willful or negligent violations of certain provisions in the Delaware
General Corporation Law imposing certain requirements with respect to stock
purchases, redemptions and dividends or (v) for any transaction from which
the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Tejon Ranch Co. 1998 Stock Incentive Plan.*
4.2 Tejon Ranch Co. Non-Employee Director Stock Incentive
Plan.*
4.3 Form of Stock Option Agreement under 1998 Stock
Incentive Plan*
4.4 Form of Stock Option Agreement under Non Employee
Director Stock Incentive Plan*
4.5 Restated Certificate of Incorporation of the Company**
4.6 Restated Bylaws of the Company***
5.0 Opinion of Gibson, Dunn & Crutcher, LLP.
23.1 Consent of Ernst & Young, LLP.
23.2 Consent of Gibson, Dunn & Crutcher, LLP.
24.0 Power of Attorney.
* This document, filed with the Securities Exchange
Commission in Washington D.C. (file Number 1-7183)
under item 14 to Registrant's Annual Report on Form 10-K
for year ended December 31, 1997, is incorporated herein
by reference.
** This document, filed with the Securities Exchange
Commission in Washington, D.C. as Appendix B to the
Company's Registration Statement No. 33-12879 filed on
March 25, 1987, is incorporated herein by reference.
*** This document, filed with the Securities Exchange
Commission in Washington, D.C. as Appendix C to the
Company's Registration Statement No. 33-12879 filed on
March 25, 1987, is incorporated herein by reference.
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(ii) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at the time shall be deemed to be the initial bona fide
offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of Kern, State of California, on
this 1st day of December, 1998.
TEJON RANCH CO.
By: /s/ Robert A. Stine
Robert A. Stine,
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Robert A. Stine, Matt J. Echeverria and Dennis Mullins his or her true and
lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might, or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone,
or any substitute therefor, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities
and as of the dates indicated below.
Signature Title Date
/s/ Robert A. Stine
Robert A. Stine President, Chief December 1, 1998
Executive Officer and
Director (Principal
Executive Officer)
/s/ Allen E. Lyda
Allen E. Lyda Vice President - Finance December 1, 1998
and Treasurer
(Principal Financial
and Principal
Accounting Officer)
/s/ Otis Booth, Jr.
Otis Booth, Jr. Director December 1, 1998
/s/ Craig Cadwalader
Craig Cadwalader Director December 1, 1998
/s/ Dan T. Daniels
Dan T. Daniels Director December 1, 1998
/s/ Rayburn S. Dezember
Rayburn S. Dezember Director December 1, 1998
/s/ Norman Metcalfe
Norman Metcalfe Director December 1, 1998
/s/Robert C. Ruocco
Robert C. Ruocco Director December 1, 1998
/s/ Kent G. Snyder
Kent G. Snyder Director December 1, 1998
/s/ Geoffrey L. Stack
Geoffrey L. Stack Director December 1, 1998
/s/ Martin J. Whitman
Martin J. Whitman Director December 4, 1998
EXHIBIT INDEX
Exhibit No. Description Sequentially
Numbered Page
4.1 Tejon Ranch Co. 1998 Stock
Incentive Plan. *
4.2 Tejon Ranch Co. Non-Employee
Director Stock Incentive Plan *
4.3 Form of Stock Option Agreement
under 1998 Stock Incentive Plan *
4.4 Form of Stock Option Agreement
under Non Employee Director
Stock Incentive Plan *
4.5 Restated Certificate of
Incorporation of the Company *
4.6 Restated Bylaws of the Company *
5.0 Opinion of Gibson, Dunn &
Crutcher, LLP. 10
23.1 Consent of Ernst & Young, LLP. 11
23.2 Consent of Gibson, Dunn &
Crutcher, LLP. **
24.0 Power of Attorney. (contained on the
signature page of
this Registration
Statement)
* Incorporated by reference
** Included in Exhibit 5
December 11, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D C. 20549-1004
Re: Tejon Ranch Co. - Registration Statement on Form S-8
Ladies and Gentlemen;
On behalf of Tejon Ranch Co., I am transmitting for filing under the
Securities Act of 1933 and pursuant to Regulation of S-T thereunder, a
Registration Statement on Form S-8 for the registration of 1,000,000
shares of the Company's Common Stock. Manually signed signature
pages and consents have been signed prior to the time of the electronic
filing and will be retained by us for five years.
Pursuant to Rule 13(c) of Regulation S-T, a filing fee of $ 5,508.00 was
wired to the Commission this morning to cover the filing fee.
Please direct any questions regarding this filing to our counsel,
Roy Schmidt, Gibson, Dunn & Crutcher LLP at 213-220-7160.
Yours very truly,
/s/ Allen E. Lyda
Allen E. Lyda,
Vice-President - Finance
[Footnote continued from previous page]
[Footnote continued on next page]
2
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Tejon Ranch Co. 1998 Stock Incentive Plan and
1998 Non-Employee Directors Stock Incentive Plan of our report dated
February 11, 1998, with respect to the consolidated financial statements
and schedule of Tejon Ranch Co. included in its Annual Report on Form 10-K
for the year ended December 31, 1997, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Los Angeles, California
December 10, 1998
