SC 13G 1 d638789_13g.txt -------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: January 31, 2006 Estimated average burden hours per response...11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.____________)* Tejon Ranch Co. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.50 Par Value Per Share -------------------------------------------------------------------------------- (Title of Class of Securities) 879080109 -------------------------------------------------------------------------------- (CUSIP Number) February 1, 2006 -------------------------------------------------------------------------------- (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) ---------- * 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 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. 879080109 --------------------- 1. NAMES OF REPORTING PERSONS Wesley Capital Management, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 52-2280947 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (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 0 6. SHARED VOTING POWER 2,233,230 (See Item 2) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,233,230 (See Item 2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,233,230 (See Item 2) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.53% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 879080109 --------------------- 1. NAMES OF REPORTING PERSONS Wesley Capital Partners, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 52-2280949 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (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 0 6. SHARED VOTING POWER 1,874,966 (See Item 2) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,874,966 (See Item 2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,874,966 (See Item 2) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.36% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 879080109 --------------------- 1. NAMES OF REPORTING PERSONS Arthur Wrubel I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 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 2,233,230 (See Item 2) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,233,230 (See Item 2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,233,230 (See Item 2) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.53% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 879080109 --------------------- 1. NAMES OF REPORTING PERSONS John Khoury I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Canada NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 2,233,230 (See Item 2) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,233,230 (See Item 2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,233,230 (See Item 2) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.53% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 879080109 --------------------- 1. NAMES OF REPORTING PERSONS Wesley Capital I, L.P. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 20-4166289 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (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 0 6. SHARED VOTING POWER 1,401,730 (See Item 2) 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,401,730 (See Item 2) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,401,730 (See Item 2) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN ________________________________________________________________________________ CUSIP No. 879080109 --------------------- Item 1(a). Name of Issuer: Tejon Ranch Co. ____________________________________________________________________ (b). Address of Issuer's Principal Executive Offices: 4436 Lebec Road, Lebec, CA, 93243 ____________________________________________________________________ Item 2(a). Name of Person Filing: This Schedule 13G is being jointly filed by Wesley Capital Management, LLC (the "Management Company"), Wesley Capital Partners, LLC (the "General Partner"), Wesley Capital I, L.P., Mr. Arthur Wrubel and Mr. John Khoury. The shares of Common Stock of the Issuer are being held in the account of Wesley Capital I, L.P. ("Wesley Capital I") and three private investment funds (together with Wesley Capital I, the "Funds"). The General Partner serves as general partner of two of the private investment funds and Wesley Capital I. The Management Company serves as investment manager or advisor of the Funds. Mr. Wrubel, Mr. Khoury, the Management Company, the General Partner and Wesley Capital I are referred to in this Schedule 13G as the "Reporting Persons." The Reporting Persons have entered into a Joint Filing Agreement, dated February 1, 2006, a copy of which is filed with this Schedule 13G AS Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(i) of the Act. ____________________________________________________________________ (b). Address of Principal Business Office, or if None, Residence: The address of the principal business office of each Reporting Person is 535 Madison Avenue, 26th Floor, New York, NY 10022. ____________________________________________________________________ (c). Citizenship: Each of the Management Company and the General Partner is organized as a limited liability company under the laws of the State of Delaware. Wesley Capital I, L.P. is organized as a limited partnership under the laws of the State of Delaware. Mr. Wrubel is a United States citizen. Mr. Khoury is a Canadian citizen. ____________________________________________________________________ (d). Title of Class of Securities: Common Stock ____________________________________________________________________ (e). CUSIP Number: 879080109 ____________________________________________________________________ Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: Not applicable. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. A. Wesley Capital Management, LLC(1) ----------- (1) See Item 2(a). (a) Amount beneficially owned: 2,233,230 (b) Percent of class: 13.53% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,233,230 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,233,230. B. Wesley Capital Partners, LLC(2) ------------ (2) See Item 2(a). (a) Amount beneficially owned: 1,874,966 (b) Percent of class: 11.36% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,874,966 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,874,966. C. Arthur Wrubel(3) --------- (3) See Item 2(a). (a) Amount beneficially owned: 2,233,230 (b) Percent of class: 13.53% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,233,230 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,233,230. D. John Khoury(4) ------------ (4) See Item 2(a). (a) Amount beneficially owned: 2,233,230 (b) Percent of class: 13.53% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,233,230 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,233,230. E. Wesley Capital I, L.P.(5) -------------- (5) See Item 2(a). (a) Amount beneficially owned: 1,401,730 (b) Percent of class: 8.5% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 1,401,730 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 1,401,730. 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. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. 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 such 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. February 1, 2006 ---------------------------------------- (Date) Wesley Capital Management, LLC* By: /s/ Arthur Wrubel ---------------------------------------- Name: Arthur Wrubel Title: Managing Member By: /s/ John Khoury ---------------------------------------- Name: John Khoury Title: Managing Member Wesley Capital Partners, LLC* By: /s/ Arthur Wrubel ---------------------------------------- Name: Arthur Wrubel Title: Managing Member By: /s/ John Khoury ---------------------------------------- Name: John Khoury Title: Managing Member Wesley Capital I, L.P. By: Wesley Capital Partners, LLC Its: General Partner By: /s/ Arthur Wrubel ---------------------------------------- Name: Arthur Wrubel Title: Managing Member By: /s/ Arthur Wrubel* ---------------------------------------- Arthur Wrubel, individually By: /s/ John Khoury* ---------------------------------------- John Khoury, individually * The Reporting Person disclaims beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with this statement, provided, however, that a power of attorney, for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated February 1, 2006 relating to the Common Stock of Tejon Ranch Co. shall be filed on behalf of the undersigned. Wesley Capital Management, LLC By: /s/ Arthur Wrubel ---------------------------------------- Name: Arthur Wrubel Title: Managing Member By: /s/ John Khoury ---------------------------------------- Name: John Khoury Title: Managing Member Wesley Capital Partners, LLC By: /s/ Arthur Wrubel ---------------------------------------- Name: Arthur Wrubel Title: Managing Member By: /s/ John Khoury ---------------------------------------- Name: John Khoury Title: Managing Member Wesley Capital I, L.P. By: Wesley Capital Partners, LLC Its: General Partner By: /s/ Arthur Wrubel ---------------------------------------- Name: Arthur Wrubel Title: Managing Member By: /s/ Arthur Wrubel ---------------------------------------- Arthur Wrubel, individually By: /s/ John Khoury ---------------------------------------- John Khoury, individually 22283.0005#638789