SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.1)
CADIZ INC.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
127537108
(CUSIP Number)
October 24, 2003
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 127537108
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
OZ Management, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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
340,834 Shares
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
340,834 Shares
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
340,834 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12. TYPE OF REPORTING PERSON
IA
CUSIP No. 127537108
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
OZF Management, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
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
74,166 shares
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
74,166 Shares
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,166 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON
PN
This Amendment No.1 to Schedule 13G amends a Schedule 13G, dated November
28, 2001, with respect to shares of Common Stock ("Shares") of Cadiz, Inc.
beneficially owned by each of OZ Management, L.L.C., a Delaware limited
liability company ("OZ Management") and OZF Management, L.P., a Delaware
limited partnership ("OZF Management"). This Amendment is filed to amend
Items 1, 4 and 5, as contained in the Schedule 13G previously filed.
Item 1(a). Name of Issuer:
Cadiz Inc., a Delaware corporation.
Item 1(b). Address of Issuer's Principal Executive Offices:
777 South Figueroa Street, Suite 4250, Los Angeles, California
90017.
Item 2(a). - 3. No Amendment
Item 4. Ownership
See cover page for each Reporting Person.
OZ Management serves as an investment manager to a number of discretionary
accounts and investment entities for which it has voting and dispositive
authority over its 340,834 Shares reported hereby. OZF Management also
serves as an investment manager to a number of discretionary accounts and
investment entities, for which it has voting and dispositive authority over
its 74,166 Shares reported hereby. Although not identified as a Reporting
Person herein, Mr. Daniel S. Och is the senior managing member of OZ
Management and a senior managing member of OZF Management, L.L.C., the
general partner of OZF Management. Furthermore, Stephen C. Freidheim is
also a senior managing member of OZF Management, L.L.C. As such, both may
be deemed to control such entity and therefore, indirectly, the Shares
reported hereby.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the Reporting Persons have ceased to be the beneficial owners of
more than five percent of the Common Stock, check the following: [x]
Item 6. - 9 No amendment.
Item 10. Certifications.
By signing below I certify that, to the best of my 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.
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: October 31, 2003
OZ MANAGEMENT, L.L.C.
By: /s/ Daniel S. Och
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Name: Daniel S. Och
Title: Senior Managing Member
OZF MANAGEMENT, L.P.
By: OZF Management, L.L.C.
as General Partner
By: /s/ Daniel S. Och
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Name: Daniel S. Och
Title: Senior Managing Member