SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
Cadiz Inc.
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(Name of Issuer)
Common Shares
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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 11, 2003(1)
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(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. [_](2)
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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1 See item #4 of this Schedule 13D.
2 See item #4 of this Schedule 13D.
SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 2 OF 14
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ING Groep N.V.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (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) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
The Netherlands
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7. SOLE VOTING POWER
NUMBER OF 3,811,864(3)
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,811,864(3)
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,811,864(3)
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12. CHECK BOX 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)
9.5%(3)
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14. TYPE OF REPORTING PERSON (See Instructions)
HC
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SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 3 OF 14
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
ING Capital LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (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) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 3,811,864(3)
SHARES ---------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ---------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,811,864(3)
WITH ---------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,811,864(3)
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12. CHECK BOX 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)
9.5%(3)
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14. TYPE OF REPORTING PERSON (See Instructions)
OO
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3 The beneficial ownership reported hereunder includes 2,425,000 warrants,
exercisable immediately, and 1,250,000 shares of common stock issuable upon
conversion of the indebtedness of Cadiz Inc., each held by ING Capital LLC. As
of January 31, 2003, all of such securities have been transferred from
Middenbank Curacao N.V. to ING Capital LLC. ING Groep N.V. does not directly
hold any shares of Cadiz Inc.
SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 4 OF 14
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ITEM 1. SECURITY AND ISSUER
This statement relates to shares of common stock, $0.01 par value per
share (the "Common Stock"), of Cadiz Inc., a Delaware corporation (the
"Company") and warrants with respect to the Common Stock exercisable immediately
(the "Warrants" and, together with the Common Stock, the "Shares").
The Company's principal executive office is located at 100 Wilshire
Boulevard, Suite 1600, Santa Monica, California 90401-1111, 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.
99.96% of the ordinary shares of ING are owned by, and registered in
the name of, Stichting Administratiekantoor ING Groep, a Netherlands trust (the
"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
SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 5 OF 14
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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.
(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, and which judgment, decree or final
order was not subsequently vacated.
(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.
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) by ING Capital LLC, formerly ING Baring
(U.S.) Capital LLC, to the Company and were issued either (x) as Common Stock,
(y) as warrants to purchase Common Stock of the Company or (z) as Common Stock
issuable upon conversion of the indebtedness of the Company. The Shares which
are the subject of this Schedule 13D 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 equity securities have been transferred to ING
Capital. These transactions were, with the exception of 350,000 warrants and
25,000 shares of Common Stock which vested on August 1, 2002 and 1,000,000
warrants which vested on January 30, 2003, the subject of a filing on Schedule
13G dated May 1, 2002. Since December, 2002, one of the seats on the Company's
board of directors has been held by an officer of ING Financial Services Corp.,
an affiliate of ING Capital. This seat was granted to ING Capital in connection
with its lending relationship with the Company (as further described herein).
See item #4. The Reporting Persons, in light of the circumstances described in
this item #3 and in item #4 below, now file this Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
As noted above, the Shares which are the subject of this filing on
Schedule 13D were acquired from the Company in connection with the origination
of loans (and subsequent extensions and amendments to the terms thereof) by ING
Capital LLC, formerly ING Baring (U.S.) Capital LLC.
SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 6 OF 14
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On February 11, 2003, in the course of a periodic management review of
its various lending and investment activities, ING concluded that, in light of
the financial condition of the Company and the recent filing by Sun World
International, Inc., one of the Company'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 the Company's equity securities, to maximize its potential
recovery of, and return on, its investment.
As noted under item #3, one of the seats on the Company's Board of
Directors is held by a person affiliated with ING Capital. This person will
continue to fulfill his fiduciary duties to the Company, its shareholders and
those other constituencies to whom fiduciary duties are owed.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Company has 40,080,799 Shares issued and outstanding, including
warrants to purchase shares of its Common Stock and shares issuable upon
conversion of outstanding loans issued to the Reporting Persons.(4) The total
number of Shares that ING and ING Capital beneficially own is 3,811,864, which
represents 9.5% of the Company's total outstanding Shares. It is noted that the
exercise price of all warrants which are the subject of this filing is, as of
the date hereof, $0.01.
(b) See items #7, #8, # 9 and #10 on pages 2 and 3.
(c) Within the last 60 days the Reporting Persons did not effect any
transactions in the Company's securities. 1,000,000 additional warrants vested
on January 30, 2003.
(d) Except as set forth in this 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 Schedule 13D.
(e) Not Applicable.
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4 Based on the filing by the Company on Form 10-Q for the quarterly period
ending September 30, 2002, which states that there are 36,405,799 shares
outstanding. This number also includes warrants issued to the Reporting Persons
and shares issuable upon the conversion of the indebtedness of the Company to
ING Capital pursuant to the loans described in item #3.
SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 7 OF 14
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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: Joint Filing Agreement
SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 8 OF 14
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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 14, 2003.
ING GROEP N.V.
By: /s/ Cornelis F. Drabbe
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Name: Cornelis F. Drabbe
Title: Assistant General Counsel
By: /s/ Bert H. Uyttenbroek
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Name: Bert H. Uyttenbroek
Title: Compliance Officer
ING CAPITAL LLC
By: /s/ Cornelis F. Drabbe
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Name: Cornelis F. Drabbe
Title: Assistant General Counsel
By: /s/ Bert H. Uyttenbroek
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Name: Bert H. Uyttenbroek
Title: Compliance Officer
SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 9 OF 14
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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 ADMINISTRATIEKANTOOR ING GROEP.
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 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.
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NAME, POSITION WITH PRESENT PRINCIPAL
ING GROEP N.V. AND CITIZENSHIP OCCUPATION OR EMPLOYMENT
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Ewald Kist, Chairman of the Executive Board since
Chairman of Executive Board May 2, 2000. Vice-Chairman of the
Executive Board since April 1,
1999, and member of the Executive
Board since May 8, 1998.
Hessel Lindenbergh, Member of the Executive Board since
Member of Executive Board 1995.
Cees Maas, Chief Financial Officer since 1996
Member of Executive Board and member of the Executive Board
since 1992.
SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 10 OF 14
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NAME, POSITION WITH PRESENT PRINCIPAL
ING GROEP N.V. AND CITIZENSHIP OCCUPATION OR EMPLOYMENT
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Alexander Rinnooy Kan, Member of the Executive Board since
Member of Executive Board September 1996.
Michel Tilmant, Member of the Executive Board since
Vice-Chairman of Executive Board May 8, 1998. Vice-Chairman of the
Belgian Executive Board since May 2, 2002,
and Chairman of the Executive
Committee of ING Europe since
January 1, 2000.
Frederick Hubbell, Member of the Executive Board since
Member of Executive Board May 2, 2002. Chairman of Executive
American Committees of ING Americas and ING
Asia/Pacific since January 2000.
Cor Herkstroter, Chairman of the Supervisory Board
Chairman of Supervisory Board since May 7, 1999 and member since
May 8, 1998.
Mijndert Ververs, Vice-Chairman of the Supervisory
Vice-Chairman of Supervisory Board Board since May 1996 and member
since 1994.
Lutgart van den Berghe, Member of the Supervisory Board
Member of Supervisory Board since 1994. Executive Director of
Belgian the Vlerick Leuven Gent Management
School. Professor of Corporate
Governance at the University of
Gent, Belgium.
Luella Gross Goldberg, Member of the Supervisory Board
Member of Supervisory Board since 2001.
American
Paul van der Heijden, Member of the Supervisory Board since
Member of the Supervisory Board 1995. Rector Magnificus and
Professor of Labor Law and
Industrial Relations at the
University of Amsterdam
Adrianus Gerardus Jacobs, Member of the Supervisory Board
Member of Supervisory Board since June 1, 1998.
SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 11 OF 14
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NAME, POSITION WITH PRESENT PRINCIPAL
ING GROEP N.V. AND CITIZENSHIP OCCUPATION OR EMPLOYMENT
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Godfried van der Lugt Member of the Supervisory Board
Member of Supervisory Board since 2001.
Paul Baron de Meester, Member of the Supervisory Board since
Member of Supervisory Board May 8, 1998.
Belgian
Johan Stekelenburg, Member of the Supervisory Board since
Member of Supervisory Board September 1, 1997. Mayor of
Tilburg.
Hans Tietmeyer, Member of the Supervisory Board since
Member of Supervisory Board May 2000.
German
Jan Timmer, Member of the Supervisory Board since
Member of Supervisory Board October 1, 1996.
Karel Vuursteen Member of the Supervisory Board since
Member of the Supervisory Board April 17, 2002.
SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 12 OF 14
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ING CAPITAL LLC
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PRESENT PRINCIPAL OCCUPATION OR
NAME AND CITIZENSHIP EMPLOYMENT
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David Duffy President and Chief Executive
Irish Officer (5)
Larry Wagner Chief Financial Officer (5)
John Cirrito Senior Managing Director and Chief
Operating Officer (5)
Andrew Druch General Counsel, Secretary and
Managing Director (5)
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(5) Also reflects occupation with ING Financial Holdings Corporation, the sole
member of ING Capital LLC.
SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 13 OF 14
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STICHTING ADMINISTRATIEKANTOOR ING GROEP
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PRESENT PRINCIPAL OCCUPATION
NAME, POSITION WITH THE OR
TRUST AND CITIZENSHIP EMPLOYMENT
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M. Ververs Member since May 12, 1996. Member of
"A" Member Supervisory Board of ING Groep N.V.
J.W.M. Simons Member and Chairman since September 1,
"B" Member and Chairman 1997.
T. Regtuijt Member since May 12, 1996.
"B" Member
H.J. Blaisse Member since December 1, 1999.
"B" Member
C.A.J. Herkstroter Member since 14 December, 1999. Member
"A" Member of Supervisory Board of ING
Groep N.V.
A.H.J. Risseeuw Member since August 1, 2001.
"B" Member
J.J.M. Veraart Member since August 1, 2001.
"B" Member
SCHEDULE 13D
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CUSIP NO. 127537108 PAGE 14 OF 14
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Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)
The undersigned persons (the "Reporting Persons") hereby agree that a
joint statement on this Schedule 13D, and any amendments thereto, be filed on
their behalf by ING Groep N.V.
Each of the Reporting Persons is responsible for the completeness and
accuracy of the information concerning each of them contained therein, but none
of the Reporting Persons is responsible for the completeness or accuracy of the
information concerning any other Reporting Person.
Date: February 14, 2003.
ING GROEP N.V.
By: /s/ Cornelis F. Drabbe
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Name: Cornelis F. Drabbe
Title: Assistant General Counsel
By: /s/ Bert H. Uyttenbroek
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Name: Bert H. Uyttenbroek
Title: Compliance Officer
ING CAPITAL LLC
By: /s/ Cornelis F. Drabbe
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Name: Cornelis F. Drabbe
Title: Assistant General Counsel
By: /s/ Bert H. Uyttenbroek
-------------------------------
Name: Bert H. Uyttenbroek
Title: Compliance Officer