-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q+i/R7Yi/v06s/QSalEM+eeG9N2+DsvblcxqqGfApSGuNU+RHGJYulu1E1nEwixu z6KnvNNj3JB1E9VyykaDMA== 0000902664-08-002254.txt : 20080618 0000902664-08-002254.hdr.sgml : 20080618 20080618160935 ACCESSION NUMBER: 0000902664-08-002254 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080618 DATE AS OF CHANGE: 20080618 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CADIZ INC CENTRAL INDEX KEY: 0000727273 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 770313235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-35468 FILM NUMBER: 08905801 BUSINESS ADDRESS: STREET 1: 550 SOUTH HOPE STREET STREET 2: SUITE 2850 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-271-1600 MAIL ADDRESS: STREET 1: 550 SOUTH HOPE STREET STREET 2: SUITE 2850 CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: CADIZ LAND CO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC AGRICULTURAL HOLDINGS INC DATE OF NAME CHANGE: 19920602 FORMER COMPANY: FORMER CONFORMED NAME: ARIDTECH INC DATE OF NAME CHANGE: 19880523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ILEX PARTNERS LLC CENTRAL INDEX KEY: 0001119717 IRS NUMBER: 133868948 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123717300 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 p08-1095sc13g.htm CADIZ INC.

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G*

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO 13d-2(b)

 

Cadiz Inc.

(Name of Issuer)

 

Common Stock, $.01, par value

(Title of Class of Securities)

 

127537207

(CUSIP Number)

 

June 12, 2008

Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

(Page 1 of 10 Pages)

 

______________________________

* 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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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. 127537207

 

13G

Page 2 of 10 Pages

 

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Ilex Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

666,602

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

666,602

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

666,602

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.57%

12

TYPE OF REPORTING**

OO

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 


CUSIP No. 127537207

 

13G

Page 3 of 10 Pages

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Steinhardt Overseas Management, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

666,602

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

666,602

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

666,602

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.57%

12

TYPE OF REPORTING PERSON**

PN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 


CUSIP No. 127537207

 

13G

Page 4 of 10 Pages

 

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Michael H. Steinhardt

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

666,602

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

666,602

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

666,602

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.57%

12

TYPE OF REPORTING PERSON**

IN

 

** SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 

 

 

 

 


CUSIP No. 127537207

 

13G

Page 5 of 10 Pages

 

 

Item 1(a).

 

 

NAME OF ISSUER:

 

The name of the issuer is Cadiz Inc. (the "Company").

 

Item 1(b)

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

 

 

The Company's principal executive offices are located at 550 South Hope Street, Suite 2850, Los Angeles, CA 90071

 

Item 2(a).

NAME OF PERSON FILING:

 

 

 

This statement is filed by:

 

 

 

(i)

Ilex Partners, L.L.C., a Delaware limited liability company ("Ilex") with respect to the shares of Common Stock directly owned by it;

 

(ii)

Steinhardt Overseas Management, L.P., a Delaware limited partnership, ("SOM") with respect to the shares of Common Stock directly owned by Ilex; and

 

(iii)

Michael H. Steinhardt ("Mr. Steinhardt"), with respect to the shares of Common Stock directly owned by Ilex.

 

 

 

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE; RESIDENCE:

 

 

 

The address of the business office of each of the Reporting Persons is 650 Madison Avenue, 17th Floor, New York, New York 10022.

 

Item 2(c).

CITIZENSHIP:

 

 

 

Ilex is a limited liability company organized under the laws of the State of Delaware. SOM is a limited partnership organized under the laws of the State of Delaware. Mr. Steinhardt is a United States citizen.

 

Item 2(d).

TITLE OF CLASS OF SECURITIES:

 

 

 

Common Stock, $.01, par value (the "Common Stock").

 

 

 

 

 

 

 


CUSIP No. 127537207

 

13G

Page 6 of 10 Pages

 

 

Item 2(e).

CUSIP NUMBER:

 

 

 

127537207

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) or 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

(a)

o

Broker or dealer registered under Section 15 of the Act,

(b)

o

Bank as defined in Section 3(a)(6) of the Act,

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act,

(d)

o

Investment Company registered under Section 8 of the Investment Company Act of 1940,

(e)

o

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,

(f)

o

Employee Benefit Plan or Endowment Fund in accordance with
13d-1(b)(1)(ii)(F),

(g)

o

Parent Holding Company or control person in accordance with
Rule 13d-1(b)(ii)(G),

(h)

o

Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

(i)

o

Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. x

 

Item 4.

OWNERSHIP:

 

 

A.

Ilex Partners, L.L.C.

 

 

(a)

Amount beneficially owned: 666,602

 

 

(b)

Percent of class: 5.57% The percentages used herein and in the rest of Item 4 are calculated based upon the 11,958,210 shares of Common Stock issued and outstanding as of May 2, 2008 as reflected on the Form 10Q for the quarterly period ended March 31, 2008 filed by the Company on May 8, 2008.

 

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

 

(ii)

Shared power to vote or direct the vote: 666,602

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

(iv)

Shared power to dispose or direct the disposition:  666,602

 

 

 

 

 

 

 


CUSIP No. 127537207

 

13G

Page 7 of 10 Pages

 

 

B.

Steinhardt Overseas Management, L.P.

 

(a)

Amount beneficially owned: 666,602

 

(b)

Percent of class: 5.57%

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

 

(ii)

Shared power to vote or direct the vote: 666,602

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

(iv)

Shared power to dispose or direct the disposition: 666,602

C.

Michael H. Steinhardt

 

(a)

Amount beneficially owned: 666,602

 

(b)

Percent of class: 5.57%

 

(c)

(i)

Sole power to vote or direct the vote: -0-

 

 

(ii)

Shared power to vote or direct the vote: 666,602

 

 

(iii)

Sole power to dispose or direct the disposition: -0-

 

 

(iv)

Shared power to dispose or direct the disposition: 666,602

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

 

 

 

Not applicable.

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON OR CONTROL PERSON:

 

 

 

SOM serves as the managing member of Ilex. As such, it has the power to direct the affairs of Ilex, including decisions with respect to the disposition of the proceeds from the sale of the Shares. Mr. Steinhardt is the general partner of SOM, and in that capacity directs its operations. As a result, he may be deemed to control such entity and therefore may be deemed to be the beneficial owner of the Shares.

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

 

 

 

Not applicable.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

 

 

 

Not applicable.

 

 

 

 

 

 

 


CUSIP No. 127537207

 

13G

Page 8 of 10 Pages

 

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP:

 

 

 

Not applicable.

 

Item 10.

CERTIFICATION

 

Each of the Reporting Persons hereby makes the following certification:

 

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 

 


CUSIP No. 127537207

 

13G

Page 9 of 10 Pages

 

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: June 18, 2008

 

 

 

 

/s/ MICHAEL H. STEINHARDT

 

 

 

 

Michael H. Steinhardt, individually, and

 

 

 

 

as general partner of

 

 

 

Steinhardt Overseas Management, L.L.C.,

 

 

for itself and as

 

 

managing member of

 

 

Ilex Partners, L.L.C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


CUSIP No. 127537207

 

13G

Page 10 of 10 Pages

 

 

EXHIBIT 1

 

JOINT ACQUISITION STATEMENT

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

DATED: June 18, 2008

 

 

 

 

/s/ MICHAEL H. STEINHARDT

 

 

 

 

Michael H. Steinhardt, individually, and

 

 

 

 

as general partner of

 

 

 

Steinhardt Overseas Management, L.L.C.,

 

 

for itself and as

 

 

managing member of

 

 

Ilex Partners, L.L.C.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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