AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24,
1994
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________________________________
THE NEWHALL LAND AND FARMING COMPANY (A CALIFORNIA LIMITED
PARTNERSHIP)
(Exact name of Registrant as specified in its charter)
_______________________________________
CALIFORNIA 95-3931727
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
23823 VALENCIA BOULEVARD
VALENCIA, CALIFORNIA 91355
(Address of principal executive offices) (zip code)
________________________________________
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE UNIT PURCHASE PLAN
(Full title of the plan)
_________________________________________
Thomas L. Lee
Chairman and Chief Executive Officer
NEWHALL MANAGEMENT CORPORATION
23823 Valencia Boulevard, Valencia, California 91355
(Name and address of agent for service)
(805) 255-4000
(Telephone number, including area code, of agent for service)
Copies to:
Barry W. Homer, Esq.
George D. Tuttle, Esq.
Brobeck, Phleger & Harrison
One Market Plaza, Spear Street Tower
San Francisco, California 94105
_______________________________________
This Registration Statement shall become effective immediately
upon filing with the Securities and Exchange Commission, and
sales of the registered securities will begin as soon as
reasonably practicable after such effective date.
<TABLE>
<CAPTION>
CALCULATION
OF REGISTRATION FEE
Proposed
Proposed Title of
Maximum Maximum Securities Amount
Offering Aggregate Amount of
to be to be Price
Offering Registration Registered <F1>
Registered <F2> per Unit<F3> Price <F3> Fee
<S> <C> <C>
<C> <C> Depositary Units:
The Newhall Land and Farming 250,000 $14.38
$3,595,000 $1,239.66 Company Employee Unit Purchase
Plan
<FN>
<F1> In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
<F2> This Registration Statement also covers any additional
Depositary Units that are acquired under The Newhall Land and
Farming Company Employee Unit Purchase Plan by reason of any
Depositary Unit dividend, Depositary Unit split, recapitalization
or other similar transaction effected without the receipt of
consideration which results in an increase in the number of the
Registrant's outstanding Depositary Units.
<F3> Calculated solely for purposes of this offering under Rule
457(h) of the Securities Act of 1933 on the basis of the average
of the high and low selling price per Depositary Unit of The
Newhall Land and Farming Company on May 19, 1994, as reported by
the New York Stock Exchange.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Newhall Land and Farming Company (a California Limited
Partnership)(the "Registrant") files this Registration Statement
with the Securities and Exchange Commission (the "Commission") on
Form S-8 (the "Registration Statement") to register 250,000
depositary units of the Registrant (the "Depositary Units") to be
acquired from the Registrant or on the open market pursuant to
The Newhall Land and Farming Company Employee Unit Purchase Plan
(the "Plan").
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant and the Plan hereby incorporate by reference
into this Registration Statement the following documents
previously filed with the Commission by the Registrant:
(a) The Registrant's Annual Report on Form 10-K, File No.
01-08885, filed with the Commission on March 31, 1994;
(b) The Registrant's Quarterly Report on Form 10-Q, File
No. 01-08885, filed with the Commission on May 11, 1994; and
(c) The Registrant's Registration Statement on Form 8-A,
File No. 01-08885, filed with the Commission on November 18,
1986, which describes the terms, rights and provisions applicable
to the Depositary Units.
All reports and definitive proxy or information statements
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Limited Partnership Agreement of the Registrant provides
for indemnification by the Registrant of its general partners and
their present or former partners, shareholders, directors and
officers (collectively, the "Indemnitees") in certain
circumstances. The limited partnership agreement of Newhall
Management Limited Partnership, a California Limited Partnership
("NMLP") and the managing general partner of the Registrant, and
the Articles of Incorporation and Bylaws of Newhall Management
Corporation, a California Corporation ("NMC") and the managing
general partner of NMLP, provide for similar indemnification of
such Indemnitees. In addition, the Registrant has entered into
indemnification agreements ("Indemnification Agreements") with
the directors and certain officers of NMC, which describe with
more specificity the indemnification obligations of the
Registrant.
The Registrant has purchased liability insurance to
supplement the protection afforded to Indemnitees by their
indemnity rights under the terms of such charter documents and
the Indemnification Agreements, and to cover the Registrant's
indemnity obligations. However, liability insurance is not
necessarily
II-1.
<PAGE>
available to cover the unlimited liability of the Indemnitees in
certain circumstances. In addition, NMC's Articles of
Incorporation provide that the liability of directors of NMC for
monetary damages shall be eliminated to the fullest extent
permissible under California law.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
<S> <C>
5 Opinion of Brobeck, Phleger & Harrison. 23.1
Consent of Independent Accountants - KPMG Peat
Marwick. 23.2 Consent of Brobeck, Phleger &
Harrison is contained in Exhibit 5. 24 Power of
Attorney. Reference is made to page II-3 of this Registration
Statement. 99 The Newhall Land and Farming
Company Employee Unit Purchase Plan.
</TABLE>
Item 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement, and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement; provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference into the Registration Statement; and
(2) that for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and (3) to remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference into the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question
II-2.
<PAGE>
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
II-3.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clarita, State of
California, on this 18th day of May, 1994.
The Newhall Land and Farming Company
(A CALIFORNIA LIMITED PARTNERSHIP)
Registrant
By Newhall Management Limited
Partnership, Managing General Partner
By Newhall Management Corporation,
Managing General Partner
By /s/Thomas L. Lee
____________________________________
Thomas L. Lee
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of The Newhall
Land and Farming Company, a California Limited Partnership, do
hereby constitute and appoint Thomas L. Lee, Chairman and Chief
Executive Officer, the lawful attorney-in-fact and agent, with
full power and authority to do any and all acts and things and to
execute any and all instruments which said attorney and agent
determines may be necessary or advisable or required to enable
said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulation or requirements of the
Commission in connection with this Registration Statement.
Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to
sign the names of the
undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments,
both pre-effective and post-effective, and supplements to this
Registration Statement and to any and all instruments or
documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and
each of the undersigned hereby ratifies and confirms all that
said attorney and agent shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several
counterparts.
II-4.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE
DATE
<S> <C>
<C>
/s/ Thomas L. Lee
__________________________ Chairman and Chief Executive
May 18, 1994 Thomas L. Lee Officer of Newhall
Management Corporation
(Principal Executive Officer)
and Director
/s/ Robert D. Wilke
__________________________ Vice Chairman and Chief Financial
May 18, 1994 Robert D. Wilke Officer of Newhall
Management Corporation
(Principal Financial Officer)
/s/ Donald L. Kimball
__________________________ Controller of Newhall Management
May 18, 1994 Donald L. Kimball Corporation (Principal
Accounting Officer)
/s/ James F. Dickason
__________________________ Director
May 18, 1994 James F. Dickason
/s/ George C. Dillon
__________________________ Director
May 18, 1994 George C. Dillon
/s/ Peter McBean
__________________________ Director
May 18, 1994 Peter McBean
/s/ Paul A. Miller
__________________________ Director
May 18, 1994 Paul A. Miller
/s/ Henry K. Newhall
__________________________ Director
May 18, 1994 Henry K. Newhall
II-4.
<PAGE>
SIGNATURES TITLE
DATE
/s/ Jane Newhall
___________________________ Director
May 18, 1994 Jane Newhall
/s/ Peter T. Pope
__________________________ Director
May 18, 1994 Peter T. Pope
/s/ Carl E. Reichardt
__________________________ Director
May 18, 1994 Carl E. Reichardt
/s/ Thomas C. Sutton
__________________________ Director
May 18, 1994 Thomas C. Sutton
/s/ Lawrence R. Tollenaere
__________________________ Director
May 18, 1994 Lawrence R. Tollenaere
/s/ Edwin Newhall Woods
__________________________ Director
May 18, 1994 Edwin Newhall Woods
/s/ Ezra K. Zilkha
__________________________ Director
May 18, 1994 Ezra K. Zilkha
</TABLE>
II-5.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
THE NEWHALL LAND AND FARMING COMPANY
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
Number Exhibit
<S> <C>
5 Opinion of Brobeck, Phleger & Harrison.
23.1 Consent of Independent Accountants - KPMG Peat
Marwick. 23.2 Consent of Brobeck, Phleger &
Harrison is contained in Exhibit 5. 24 Power of
Attorney. Reference is made to page II-3 of this Registration
Statement. 99 The Newhall Land and Farming
Company Employee Unit Purchase Plan.
</TABLE>
<PAGE>
Exhibit 5
Opinion of Brobeck, Phleger & Harrison
<PAGE>
May 19, 1994
The Newhall Land and Farming Company
23823 Valencia Boulevard
Valencia, California 91355
Re: The Newhall Land and Farming Company
Registration Statement for Offering of
250,000 Depositary Units
Ladies and Gentlemen:
In connection with your registration of 250,000
Depositary Units of The Newhall Land and Farming Company
("Company") on Form S-8 under the Securities Act of 1933, as
amended, we advise you that, in our opinion, when such Depositary
Units have been issued and sold pursuant to the provisions of the
Company's Employee Unit Purchase Plan and in accordance with the
Registration Statement, such Depositary Units will be duly-
authorized, validly-issued, fully-paid and non-assessable with no
personal liability attaching to the ownership thereof except as
may otherwise be provided for in the California Revised Limited
Partnership Act and Section 5.1 of the Company's Limited
Partnership Agreement, Depositary Units.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
BROBECK, PHLEGER & HARRISON
By /s/ George D. Tuttle
George D. Tuttle
<PAGE>
Exhibit 23.1
Consent of Independent Accountants - KPMG Peat Marwick.
<PAGE>
The Board of Directors of Newhall Management Corporation and
Partners of The Newhall Land and Farming Company:
We consent to the use of our reports incorporated herein by
reference.
KPMG Peat Marwick
Los Angeles, California
May 22, 1994
<PAGE>
Exhibit 23.2
Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5.
<PAGE>
Exhibit 24
Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
<PAGE>
Exhibit 99
The Newhall Land and Farming Company Employee Unit Purchase Plan.
Exhibit 99
The Newhall Land and Farming Company Employee Unit Purchase Plan.
<PAGE>
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE UNIT PURCHASE PLAN
<PAGE>
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE UNIT PURCHASE PLAN
1. PURPOSE
The Newhall Land and Farming Company Employee Unit Purchase
Plan (the "Plan") is intended to provide an opportunity to
participate in the ownership of The Newhall Land and Farming
Company (the "Partnership") for selected eligible employees of
the Partnership and such other companies ("Participating
Companies") as the Board of Directors of Newhall Management
Corporation (the "Board") shall from time to time designate.
2. ADMINISTRATION
The Plan shall be administered by a committee (the
"Committee") appointed by the Board. The Committee shall have
full authority to administer the Plan, including authority to
interpret and construe any provision of the Plan and to adopt
such rules and regulations for administering the Plan as it may
deem necessary. Decisions of the Committee shall be final and
binding on all parties who have an interest in the Plan.
3. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective when adopted by the Board
and approved by the Partnership's general partner. The Plan
shall terminate at such time as the Board shall designate, but in
no event shall the Plan continue beyond the date on which all
Depositary Units available for issuance under the Plan shall have
been issued.
4. PURCHASE PERIODS
The Plan shall have one or more Purchase Periods. The
existence and the first day of any Purchase Period shall be
determined by the Committee. Each Purchase Period shall run for
a period specified by the Committee not to exceed two years,
provided, however, the Committee shall designate the final day of
each Purchase Period so as to facilitate administration of the
Plan. No two Purchase Periods shall run concurrently. No
Purchase Period shall begin after December 31, 2003.
1.
<PAGE>
5. ELIGIBILITY AND PARTICIPATION
Each employee of the Partnership or any of the Participating
Companies shall be eligible to participate in the Plan during a
Purchase Period except (i) employees who have not attained age 19
and do not have at least one year of service with the Partnership
or a Participating Company (including that service with the
Partnership, a Participating Company or an acquired employer that
is credited for purposes of determining eligibility under the
Partnership's qualified retirement plans) as of the initial date
of that Purchase Period and (ii) any employee whose compensation
and conditions of employment are established by the terms of a
collective bargaining agreement in the negotiation of which
retirement benefits were the subject of good faith bargain-ing,
unless his or her participation in the Plan is specifically
provided for in a collective bargaining agreement entered into by
a Participating Company with such employee's lawful
representative or bargaining agent. If an eligible employee is
selected to participate in the Plan, the employee must enroll in
that Purchase Period by executing such instruments as the
Committee may specify and delivering them to such persons and at
such time prior to the first day of that Purchase Period as the
Committee may specify.
6. DEPOSITARY UNITS
The securities subject to the Plan shall be Depositary Units
of the Partnership which are unissued or which have been
reacquired. In connection with the sale of Depositary Units
under the Plan, the Partnership may repurchase Depositary Units
in the open market or otherwise. The aggregate number of
Depositary Units which may be sold pursuant to the Plan shall not
exceed 250,000 Depositary Units (subject to adjustment as
provided in Section 9).
7. PURCHASE RIGHTS
Purchase rights shall be evidenced by instruments in such
form as the Committee may from time to time approve, and shall
conform to the following terms and conditions:
(a) PURCHASE PRICE. The purchase price per Depositary
Unit shall be the lower of a specified percentage (no less than
eighty-five percent (85%) and no more than one hundred percent
(100%), as determined by the Committee for each Purchase Period)
of the fair market value of a Depositary Unit on the first day of
the Purchase Period, or a specified percentage (no less than
eighty-five percent (85%) and no more than one hundred percent
(100%), as determined by the Committee for each Purchase Period)
of the fair market value of a Depositary Unit on the last day of
the Purchase Period. For purposes of the Plan the fair market
value of a Depositary Unit on any day shall be the closing price
of a Depositary Unit as recorded by the New
2.
<PAGE>
York Stock Exchange Composite Tape for such day, or if there is
no closing price for such day, the most recent closing price.
(b) PAYMENT. Payment for Depositary Units under the
Plan shall be made solely from amounts collected from
participants in such manner and at such time as the Committee
shall decide, plus any interest credited thereto. A participant
may participate at a rate, calculated for each Purchase Period as
of the first day of that Purchase Period, of not more than a
percentage of compensation (not to exceed 15 percent) specified
by the Committee. For purposes of this Section 7(b),
compensation shall mean the annual salary or wages regularly paid
to the participant, before reduction for elective contributions
under a 401(k) plan or cafeteria plan qualified under Section 125
(or a successor provision) of the Code, but not including
bonuses, overtime pay, deferred compensation, or other
contributions to or benefits under any employee plan.
(c) NUMBER OF DEPOSITARY UNITS. On the first day of
any Purchase Period, a participant shall be granted a purchase
right to purchase up to a fixed number of Depositary Units
specified by the Committee for such Purchase Period, which may be
a formula amount related to compensation. If the total number of
Depositary Units for which purchase rights are to be granted on
any date in accordance with the terms of the Plan exceed the
number of Depositary Units then remaining available under the
Plan (after deduction of all Depositary Units for which purchase
rights have been exercised or are then outstanding), the
Committee shall make a pro rata allocation of the Depositary
Units remaining available in as near as uniform a manner as shall
be practicable and as it shall deem equitable. The Committee
shall give written notice of such allocation to each participant
affected thereby.
(d) TERMINATION OF EMPLOYMENT. If a participant
ceases to be employed by the Partnership or a Participating
Company for any reason, including death or retirement, prior to
the end of a Purchase Period the participant's purchase right
shall terminate, and any amounts collected from the participant,
together with interest thereon, shall be paid to the participant
or the participant's personal representative. The Committee may
provide on a uniform basis with respect to any Purchase Period
that an employee who is on a leave of absence will be deemed to
have terminated employment after a specified period.
(e) TERMINATION OF PURCHASE RIGHT. Unless he or she
has irrevocably elected otherwise, a participant may, during a
Purchase Period, terminate his or her purchase right, by giving
written notice to the Committee, in such manner and at such time
as the Committee may specify, and any amounts collected from the
participant, together with interest thereon, shall be paid to the
participant and no further amounts will be collected during the
Purchase Period.
3.
<PAGE>
(f) EXERCISE. Each purchase right shall be exercised
automatically on the last day of the Purchase Period, unless the
purchase right has been previously terminated pursuant to Section
7(d) or 7(e). The number of Depositary Units issuable to a
participant shall be reduced to the extent necessary to satisfy
the federal and state income and employment tax withholding
obligations of the participant arising from such exercise, based
on the income and employment tax withholding rates in effect at
the time of exercise. Any balance in the participant's account
(including interest) shall be promptly paid to the participant.
(g) ASSIGNABILITY. Purchase rights under the Plan
shall not be assignable or transferable by the participant, and
shall be exercisable only by the participant.
(h) RIGHTS AS A UNITHOLDER. A participant shall have
no rights as a Unitholder with respect to Depositary Units
covered by any purchase right granted under the Plan until the
purchase right is exercised. No adjustments will be made for
distributions or other rights for which the record date is prior
to the date of exercise.
(j) OTHER PROVISIONS. Instruments evidencing purchase
rights may contain such other provisions, not inconsistent with
the Plan, as the Committee deems advisable.
8. ADJUSTMENTS UPON CHANGES IN PARTNERSHIP STRUCTURE OR
CONTROL.
(a) In the event of one or more of the following
transactions ("Structural Transaction"):
(i) the holders of the voting securities of the
Partnership approve a merger or consolidation of the Partnership
with any other entity, other than a merger or consolidation which
would result in the voting securities of the Partnership
outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into
voting securities of the surviving entity) at least 75% of the
total voting power represented by the voting securities of the
Partnership or such surviving entity outstanding immediately
after such merger or consolidation; or
(ii) a plan of complete liquidation of the
Partnership is adopted or the holders of voting securities of the
Partnership approve on agreement for the sale or disposition by
the Partnership (in one transaction or a series of transactions)
of all or substantially all the Partnership's assets; then each
purchase right shall be exercised immediately before the
effective time of the Structural Transaction.
4.
<PAGE>
(b) In the event of one or more of the following
occurrences ("Change of Control"):
(i) Any "Person" (as defined below), other than a
trustee or other fiduciary holding securities under an employee
benefit plan of the Partnership or an entity owned directly or
indirectly by the holders of Depositary Units of the Partnership
in substantially the same proportions as their ownership of
Depositary Units of the Partnership, becomes the "beneficial
owner" (as defined below), directly or indirectly, of securities
representing 25% or more of the total voting power represented by
the Partnership's then outstanding voting securities; or
(ii) Newhall Management Corporation is removed as
Managing General Partner; then each purchase right shall be
exercised immediately before the effective time of the Change of
Control, or if later, the first practicable date after the
Partnership is notified of the Change of Control.
(c) For purposes of this subparagraph, "person" shall
mean any individual, firm, company or other entity and shall
include any group comprised of any person and any other person
with whom such person or an Affiliate or Associate (as defined
below) of such person has any agreement, arrangement or
understanding, directly or indirectly, for the purposes of
acquiring, holding, voting or disposing of Partnership interests.
(d) For purposes of this subparagraph, a person shall
be a beneficial owner of any Partnership interest (i) which such
person or any of its Affiliates or Associates (as defined in Rule
12b-2 under the Securities Act of 1933, reading the term
"registrant" to mean the Partnership, and except that "Associate"
as used herein shall not include any relative or spouse of such
person, or any relative of such spouse, who is also a director or
officer of Newhall Management Corporation, merely because of such
directorship or officership) beneficially owns, directly or
indirectly: (ii) with regard to which such person or any of its
Affiliates or Associates has, directly or indirectly, (A) the
right to acquire (whether such right is exercisable immediately
or subject only to the passage of time) pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or
otherwise, or (B) the right to vote pursuant to any agreement,
arrangement or understanding; or (iii) which is beneficially
owned, directly or indirectly, by any other person with which
such person or any of its Affiliates or Associates as any
agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of any Partnership
interest.
5.
<PAGE>
9. CAPITAL ADJUSTMENTS
If any change is made in the Depositary Units subject to the
Plan, or subject to any purchase right granted under the Plan
(through merger, consolidation, reorganization, recapitalization,
split-up, combination of Depositary Units, exchange of Depositary
Units, change in partnership structure, or otherwise) and
outstanding purchase rights are not exercised in connection with
such change, appropriate adjustments shall be made as to the kind
and maximum number of securities subject to the Plan, and the
kind and number of securities and purchase price subject to
outstanding purchase rights.
10. AMENDMENTS
The Board may from time to time alter, amend, suspend, or
discontinue the Plan with respect to any Depositary Units at any
time not subject to purchase rights; provided, however, that no
such action of the Board may, without the approval of the
Partnership's general partner, (i) materially increase the number
of Depositary Units subject to the Plan (unless necessary to
effect the adjustments required under Section 8), (ii) make any
other change with respect to which the Board determines that such
approval is required by applicable law or regulatory standards.
11. NO EMPLOYMENT OBLIGATION
Nothing contained in the Plan (or in any purchase right
granted pursuant to the Plan) shall confer upon any employee any
right to continue in the employ of the Partnership or any
affiliate or constitute any contract or agreement of employment
or interfere in any way with the right of the Partnership or an
affiliate to reduce such employee's compensation from the rate in
existence at the time of the granting of a purchase right or to
terminate such employee's employment at any time, with or without
cause, but nothing contained herein or in any purchase right
shall affect any contractual rights of an employee pursuant to a
written employment agreement.
12. USE OF PROCEEDS
The cash proceeds received by the Partnership from the
issuance of Depositary Units pursuant to purchase rights under
the Plan shall be used for general purposes.
13. REGULATORY APPROVALS
The implementation of the Plan, the granting of any purchase
right under the Plan, and the issuance of Depositary Units upon
the exercise of any such purchase right shall be subject to the
Partnership's procurement of all approvals and permits required
by regulatory authorities having jurisdiction over the Plan, the
purchase rights granted under it or the Depositary Units issued
pursuant to it.
6.
<PAGE>
14. GOVERNING LAW
To the extent not otherwise governed by federal law, the
Plan and its implementation shall be governed by and construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, The Newhall Land and Farming Company, (a
California Limited Partnership), has adopted The Newhall Land and
Farming Company Employee Unit Purchase Plan to be executed
effective as of May 18, 1994.
THE NEWHALL LAND AND FARMING
COMPANY (A CALIFORNIA LIMITED
PARTNERSHIP)
By: Newhall Management Limited
Partnership, Managing General Partner
By: Newhall Management Corporation,
Managing General Partner
By: /s/ Robert D. Wilke
_________________________
Name:
Title:
7.
