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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) December 11, 2014
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 5.02(a) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 11, 2014, Chairman Kent G. Snyder and Director George G. C. Parker announced their resignation upon retirement from the Board of Directors (the “Board”) of Tejon Ranch Co. (the “Company”). Director Norman J. Metcalfe was appointed to serve as the Chairman of the Board.
See attached Press Release of the Company for additional information.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(d) Exhibit
99.1 Press Release of the Company dated December 12, 2014, announcing that two long-time Directors have retired from the Board and a new Chairman will lead the Board in 2015.
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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: December 15, 2014 | TEJON RANCH CO. | |||||
| By: | /S/ ALLEN E. LYDA | |||||
| Name: | Allen E. Lyda | |||||
| Title: | Executive Vice President, and Chief Financial Officer | |||||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
December 12, 2014
TWO LONG-TIME DIRECTORS RETIRE FROM
TEJON RANCH CO. BOARD OF DIRECTORS
New chairman to lead Board in 2015
Tejon Ranch, CA — Tejon Ranch Co. (NYSE: TRC) today announced the official retirement of two long-time members of its Board of Directors. Kent G. Snyder is retiring after 16 years of service. For the last nine years, Mr. Snyder has also served as Chairman of the Board. In addition to Chairman Snyder, Director George G.C. Parker will be retiring at the end of 2014. Mr. Parker is the Dean Witter Distinguished Professor of Finance, Emeritus, Graduate School of Business, Stanford University, and has been a member of the Board since 1999.
“Both Kent and George have served this Board—and our shareholders—in an exemplary manner,” said Norman Metcalfe, who will become chairman in 2015. “During their tenure on the Board, Tejon Ranch Co. has seen many notable achievements, including, among others, the development of the Tejon Ranch Commerce Center, the entitlement of Tejon Mountain Village, and the recent successful opening of the Outlets at Tejon.”
Chair-elect Metcalfe has served as a director of Tejon Ranch Co. since 1998.
“I am honored to serve as chairman,” said Metcalfe, “and am committed to working with the Board and management to help the Company reach its fullest potential.
As of 2015, the Tejon Ranch Co. Board of Directors will be comprised of Robert Alter, President of Seaview Investors LLC; Steven A. Betts, President of Chanen Development Company; Gregory S. Bielli, President and CEO of Tejon Ranch Co.; John L. Goolsby, private investments and real estate; Anthony L. Leggio, President of Bolthouse Properties LLC; Norman Metcalfe, private investments and real estate; Geoffrey L. Stack, Managing Director of SARES-REGIS Group; Robert A. Stine, retired President and CEO of Tejon Ranch Co.; Daniel R. Tisch, Managing Member of Tower View LLC; Frederick Tuomi, Chief Operating Officer of Colony America Homes, Inc.; and Michael H. Winer, Portfolio Manager with Third Avenue Management LLC.
About Tejon Ranch Co. (NYSE: TRC)
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. For more information on the company, visit www.tejonranch.com.
CONTACT:
Barry Zoeller
Vice President, Corporate Communications & Marketing
(661) 663-4212
bzoeller@tejonranch.com