Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [ ] [X] [ ] |
Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) |
| CUSIP No. 127537108 | 13G | Page 2 of 8 Pages |
| 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ING Groep N.V. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Not applicable |
(a) [ ] (b) [ ] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 2,436,864* |
| 6 | SHARED VOTING POWER 0 |
|
| 7 | SOLE DISPOSITIVE POWER 2,436,864* |
|
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,436,864* |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.32%* |
| 12 | TYPE OF REPORTING PERSON HC |
| * | The beneficial ownership reported hereunder includes 1,075,000 in warrants, exercisable immediately, and 1,250,000 shares of common stock issuable upon conversion of the indebtedness of Cadiz, Inc. held by Middenbank Curacao N.V. |
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| CUSIP No. 127537108 | 13G | Page 3 of 8 Pages |
| 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Middenbank Curacao N.V. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] (b) [X] |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION The Netherlands Antilles |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 2,436,864* |
| 6 | SHARED VOTING POWER 0 |
|
| 7 | SOLE DISPOSITIVE POWER 2,436,864* |
|
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,436,864* |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.32%* |
| 12 | TYPE OF REPORTING PERSON BC |
| * | The beneficial ownership reported hereunder includes 1,075,000 in warrants, exercisable immediately, and 1,250,000 shares of common stock issuable upon conversion of the indebtedness of Cadiz, Inc. held by Middenbank Curacao N.V. |
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| Item 1(a). | Name of Issuer: Cadiz, Inc. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: 100 Wilshire Boulevard, Suite 1600 Santa Monica California 90401-1111 United States of America |
| Item 2(a). | Name of Person Filing: ING Groep N.V. Middenbank Curacao N.V. |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: ING Groep N.V.: Strawinskylaan 2631 P.O. Box 810 1077 ZZ Amsterdam The Netherlands Middenbank Curacao N.V.: Kaya W.F.G. (Jombi) Mensing 14 Willemstad, Curacao The Netherlands Antilles |
| Item 2(c). | Citizenship: See item 4 on Page 2 See item 4 on Page 3 |
| Item 2(d). | Title of Class of Securities: Common Shares |
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| Item 2(e). | CUSIP Number: 127537108 |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (Not Applicable) |
| (a) | [ ] | Broker or dealer registered under Section 15 of the Act |
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Act |
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| (c) | [ ] | Insurance Company as defined in Section 3(a)(19) of the Act |
| (d) | [ ] | Investment Company registered under Section 8 of the Investment Company Act |
| (e) | [ ] | Investment Advisor registered under Section 203 of the Investment Advisers Act of 1940 |
| (f) | [ ] | Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F) |
| (g) | [ ] | Parent Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G); see Item 7 |
| (h) | [ ] | Group, in accordance with Rule 13d-1(b)(1)(ii)(H) |
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | [ ] | Group, in accordance with Rule 13d-1(b)(1)(ii)(H). |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: See item 9 on Page 2 See item 9 on Page 3 |
| (b) | Percent of class: See item 11 on Page 2 See item 11 on Page 3 |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
|
See item 5 on Page 2 See item 5 on Page 3 |
| (ii) | Shared power to vote or to direct the vote: |
|
See item 6 on Page 2 See item 6 on Page 3 |
| (iii) | Sole power to dispose or to direct the disposition of: |
|
See item 7 on Page 2 See item 7 on Page 3 |
| (iv) | Shared power to dispose or to direct the disposition of: |
|
See item 8 on Page 2 See item 8 on Page 3 |
| 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. 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 that purpose or effect. |
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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.
May 1, 2002
(Date)
Middenbank Curacao N.V.
By:
/s/ Cornelis F. Drabbe
(Signature)
Cornelis F. Drabbe, Assistant General
Counsel
(Name/Title)
/s/ Bert H. Uyttenbroek
(Signature)
Bert H. Uyttenbroek, Compliance Officer
(Name/Title)
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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.
May 1, 2002
(Date)
ING Groep N.V.
By:
/s/ Cornelis F. Drabbe
(Signature)
Cornelis F. Drabbe, Assistant General
Counsel
(Name/Title)
/s/ Bert H. Uyttenbroek
(Signature)
Bert H. Uyttenbroek, Compliance Officer
(Name/Title)
Exhibit A to Schedule 13G
Joint Filing Agreement
Pursuant to Rule 13d-1(k)
The undersigned persons (the "Reporting Persons") hereby agree that a joint statement on this Schedule 13G, 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: May 1, 2002
ING Groep N.V.
By: /s/ Cornelis F. Drabbe
Name: Cornelis F. Drabbe
Title: Assistant General Counsel
By: /s/ Bert H. Uyttenbroek
Name: Bert H. Uyttenbroek
Title: Compliance Officer
Middenbank, Curacao N.V.
By: /s/ Cornelis F. Drabbe
Name: Cornelis F. Drabbe
Title: Assistant General Counsel
By: /s/ Bert H. Uyttenbroek
Name: Bert H. Uyttenbroek
Title: Compliance Officer