SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 RULE 13d-2(b)
(AMENDMENT NO. 1)*
Cadiz Inc.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
127537207
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(CUSIP Number)
December 31, 2004
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(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)
Page 1 of 5
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* 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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose 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 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lloyd I. Miller, III 279-42-7925
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 460,000
OWNED BY --------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 100,000
WITH --------------------------------------------------------
7 SOLE DISPOSITIVE POWER
160,000
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8 SHARED DISPOSITIVE POWER
400,000
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.4%
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12 TYPE OF REPORTING PERSON
IN-IA-OO**
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** See Item 4.
Page 3 of 5
Item 1(a). Name of Issuer: Cadiz Inc.
Item 1(b). Address of Issuers's Principal Executive Offices: 777 South Figueroa Street
Suite 4250
Los Angeles, CA 90017
Item 2(a). Name of Person Filing: Lloyd I. Miller, III
Item 2(b). Address of Principal Business Office or, if None, Residence: 4550 Gordon Drive, Naples, Florida
34102
Item 2(c). Citizenship: U.S.A.
Item 2(d). Title of Class of Securities: Common Stock
Item 2(e). CUSIP Number: 127537207
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or (c),
CHECK WHETHER THE PERSON FILING IS A:
Not Applicable, this statement is filed pursuant to 13d-1(c)
Item 4. OWNERSHIP: The reporting person has sole voting power with
respect to 460,000 of the reported securities as (i) the manager
of a limited liability company that is the general partner of
certain limited partnerships and (ii) a trustee to certain grantor
retained annuity trusts. The reporting person has shared voting
power with respect to 100,000 shares of the reported securities as
an investment advisor to the trustee of certain family trusts. The
reporting person has sole dispositive power with respect to
160,000 of the reported securities as the manager of a limited
liability company that is the general partner of certain limited
partnerships. The reporting person has shared dispositive power
with respect to 400,000 of the reported securities as (i) an
investment advisor to the trustee of certain family trusts and
(ii) a trustee to certain grantor retained annuity trusts.
(a) 560,000
(b) 5.4%
(c) (i) sole voting power: 460,000
(ii) shared voting power: 100,000
(iii) sole dispositive power: 160,000
(iv) shared dispositive power: 400,000
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:
Persons other than Lloyd I. Miller III, have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the reported securities.
Page 4 of 5
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
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
Page 5 of 5
Item 10. CERTIFICATION:
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.
Dated: February 4, 2005 /s/ Lloyd I. Miller, III
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Lloyd I. Miller, III