<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission file number 1-7585
The Newhall Land and Farming Company
Employee Savings Plan
The Newhall Land and Farming Company
(A California Limited Partnership)
23823 Valencia Boulevard
Valencia, CA 91355
<PAGE> 2
REQUIRED INFORMATION
Statement of Net Assets Available for Plan Benefits as of December 31, 1994 and
1993, Statement of Changes in Net Assets Available for Plan Benefits for each
of the years in the three-year period ended December 31, 1994, Notes to
Financial Statements, Assets Held for Investment as of December 31, 1994,
Reportable Transactions for the year ended December 31, 1994, together with the
Report and Consent of Independent Auditors, are attached and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Newhall
Management Corporation has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
The Newhall Land and Farming Company
Employee Savings Plan
June 26, 1995
/S/ THOMAS H. ALMAS
---------------------------------------
Newhall Management Corporation, Trustee
By: Thomas H. Almas, Secretary
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
The Compensation Committee of the
Board of Directors of Newhall Management
Corporation and Participants of The Newhall
Land and Farming Company Employee Savings Plan:
We have audited the accompanying statements of net assets available for Plan
benefits of The Newhall Land and Farming Company Employee Savings Plan as of
December 31, 1994 and 1993 and the related statements of changes in net assets
available for Plan benefits for each of the years in the three-year period
ended December 31, 1994. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits of The
Newhall Land and Farming Company Employee Savings Plan as of December 31, 1994
and 1993 and the changes in those net assets for each of the years in the
three-year period ended December 31, 1994 in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment and reportable transactions are presented for purposes of
complying with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974 and
are not a required part of the basic financial statements. The fund
information in the statements of net assets available for Plan benefits and the
statements of changes in net assets available for Plan benefits is presented
for purposes of additional analysis rather than to present the net assets
available for Plan benefits and changes in net assets available for Plan
benefits of each fund. The supplemental schedules and fund information have
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
April 14, 1995 KPMG Peat Marwick LLP
<PAGE> 4
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1994
<TABLE>
<CAPTION>
Partnership Balanced
Fixed Income Depositary Investment Equity Index Participant
Assets Fund Unit Fund Fund Fund loans Total
------------ ----------- --------- ------------ ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Cash $ 0 $37,552 $ 0 $ 0 $ 0 $ 37,552
Investments 3,449,305 30,907 523,523 2,665,238 0 6,668,973
Loans to participants 0 0 0 0 554,067 554,067
---------- ------- -------- ---------- -------- ----------
Total assets 3,449,305 68,459 523,523 2,665,238 554,067 7,260,592
Liabilities
Reimbursements due to Plan sponsor 23,749 0 0 0 0 23,749
---------- ------- -------- ---------- -------- ----------
Net assets available for Plan
benefits $3,425,556 $68,459 $523,523 $2,665,238 $554,067 $7,236,843
========== ======= ======== ========== ======== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 5
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits
December 31, 1993
<TABLE>
<CAPTION>
Fixed Income Equity Index Participant
Assets Fund Fund loans Total
------------ ------------ ----------- ----------
<S> <C> <C> <C> <C>
Investments $3,881,225 $2,535,643 $ 0 $6,416,868
Loans to participants 0 0 620,150 620,150
---------- ---------- -------- ----------
Total assets 3,881,225 2,535,643 620,150 7,037,018
Liabilities
Reimbursements due to Plan sponsor 55,415 0 0 55,415
---------- ---------- -------- ----------
Net assets available for Plan
benefits $3,825,810 $2,535,643 $620,150 $6,981,603
========== ========== ======== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1994
<TABLE>
<CAPTION>
Partnership Balanced
Fixed Income Depositary Investment Equity Index Participant
Fund Unit Fund Fund Fund loans Total
------------ ----------- ---------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Interest $ 275,295 $ 451 $ 17 $ 85 $ 41,891 $ 317,739
Increase in value of funds 0 0 9,652 31,397 0 41,049
---------- ------- -------- ---------- --------- ----------
275,295 451 9,669 31,482 41,891 358,788
---------- ------- -------- ---------- --------- ----------
Contributions received:
From participants 230,067 14,370 33,258 172,045 0 449,740
From the Company 121,040 4,470 15,996 90,873 0 232,379
---------- ------- -------- ---------- --------- ----------
351,107 18,840 49,254 262,918 0 682,119
---------- ------- -------- ---------- --------- ----------
Interfund transfers (389,677) 49,168 468,591 (20,108) (107,974) 0
Participant withdrawals (636,979) 0 (3,991) (144,697) 0 (785,667)
---------- ------- -------- ---------- --------- ----------
Increase (decrease) in net
assets (400,254) 68,459 523,523 129,595 (66,083) 255,240
Net assets available for Plan benefits:
Beginning of year 3,825,810 0 0 2,535,643 620,150 6,981,603
---------- ------- -------- ---------- --------- ----------
End of year $3,425,556 $68,459 $523,523 $2,665,238 $ 554,067 $7,236,843
========== ======= ======== ========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 7
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1993
<TABLE>
<CAPTION>
Equity
Fixed Income Index Participant
Fund Fund loans Total
------------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Investment income:
Interest $ 313,384 $ 61 $ 42,050 $ 355,495
Increase in value of funds 0 246,008 0 246,008
---------- ---------- -------- -----------
313,384 246,069 42,050 601,503
---------- ---------- -------- -----------
Contributions received:
From participants 249,934 168,576 0 418,510
From the Company 133,379 89,018 0 222,397
---------- ---------- -------- -----------
383,313 257,594 0 640,907
---------- ---------- -------- -----------
Interfund transfers (56,179) (19,719) 75,898 0
Participant withdrawals (704,661) (329,331) 0 (1,033,992)
---------- ---------- -------- -----------
Increase (decrease) in net
assets (64,143) 154,613 117,948 208,418
Net assets available for Plan benefits:
Beginning of year 3,889,953 2,381,030 502,202 6,773,185
---------- ---------- -------- -----------
End of year $3,825,810 $2,535,643 $620,150 $ 6,981,603
========== ========== ======== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 8
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 1992
<TABLE>
<CAPTION>
Equity
Fixed Income Index Participant
Fund Fund loans Total
------------ ---------- ----------- ----------
<S> <C> <C> <C> <C>
Investment income:
Interest $ 336,537 $ 192,229 $ 47,186 $ 575,952
Decrease in value of funds 0 (35,974) 0 (35,974)
---------- ---------- -------- ----------
336,537 156,255 47,186 539,978
---------- ---------- -------- ----------
Contributions received:
From participants 283,840 166,683 0 450,523
From the Company 139,489 92,993 0 232,482
---------- ---------- -------- ----------
423,329 259,676 0 683,005
---------- ---------- -------- ----------
Interfund transfers 23,993 (18,632) (5,361) 0
Participant withdrawals (682,777) (70,701) 0 (753,478)
---------- ---------- -------- ----------
Increase in net assets 101,082 326,598 41,825 469,505
Net assets available for Plan benefits:
Beginning of year 3,788,871 2,054,432 460,377 6,303,680
---------- ---------- -------- ----------
End of year $3,889,953 $2,381,030 $502,202 $6,773,185
========== ========== ======== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 9
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(1) DESCRIPTION OF THE PLAN
The Newhall Land and Farming Company Employee Savings Plan (the Plan) is
a deferred salary reduction plan under Internal Revenue Code of 1986 (the
Code) Section 401(k) and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan permits
eligible employees of The Newhall Land and Farming Company and
subsidiaries (the Company) to contribute up to 6% of their compensation
plus an additional $2,000 for a total not to exceed $9,240 in 1994 in one
or more of four investment funds. Employee contributions reduce an
employee's currently taxable compensation and, therefore, are not subject
to income taxes until the amounts are withdrawn from the Plan. An
employee must complete one year of service and reach age 19 to become
eligible to participate.
For employee contributions of up to 6% of compensation, the Company may
contribute an amount ranging from 25% to 75% of the employee's
contribution depending upon the employee's length of service with the
Company. Company contributions may be suspended if Company net income is
less than 5% of the capital of the Company's partners or for other
reasons deemed appropriate by the Company's Board of Directors.
Participants select the investment funds in which their contributions are
to be invested. The investment funds include the Fixed Income Fund and
the Equity Index Fund and the Plan was amended in March 1994 to add the
Partnership Depositary Unit Fund and the Balanced Investment Fund.
Company contributions, when made, are invested proportionately in the
same funds as the employee contributions.
The total employees participating in each investment option as of
December 31, 1994 are as follows:
<TABLE>
<S> <C>
Fixed Income Fund 181
Partnership Depositary Unit Fund 14
Equity Index Fund 113
Balanced Investment Fund 37
</TABLE>
Employee and matching employer contributions to the Plan and income
earned thereon are fully vested.
Normal distributions are made in full upon (1) retirement, (2) total and
permanent disability, (3) death or (4) termination of employment.
Participants showing hardship may withdraw part or all of their
contributions and accumulated earnings or losses, limited to earnings and
losses incurred prior to January 1, 1990, at the end of a calendar
quarter. An employee who withdraws any amount of his contribution account
is not permitted to resume participation for six months. Employer
contributions and the related accumulated earnings may be withdrawn only
upon one of the four above-listed occurrences. Distributions and
withdrawals are made in cash.
<PAGE> 10
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements, Continued
Effective October 1989, the Board of Directors amended the savings plan
to permit loans to Plan participants, secured by the borrowing
participant's interest in the Plan, on such nondiscriminatory terms and
conditions as the Plan's administrative committee shall determine,
provided, however, that such loans comply with applicable requirements
of ERISA and the Code (including such restrictions as are necessary to
prevent loans from being treated as distributions under Section 72(p) of
the Code). The loans are treated as an earmarked investment of the
participants with interest repayments credited proportionately to the
original investment funds liquidated to provide the principal.
Effective November 1991, the Plan was amended to permit qualified
rollover contributions from other qualified plans.
In the event of Plan termination, all payments will be made as
soon as practicable from the assets of the Plan based on the
amount in each participant's individual and employer contribution
accounts.
Newhall Management Corporation is sole trustee for the Plan.
Participants should refer to the Plan document or summary plan
description for a more complete description of the Plan's provisions.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND PRACTICES
BASIS OF ACCOUNTING
The financial statements for the Plan are prepared on an accrual basis,
primarily from data submitted to the Plan administrator by the companies
that function as investment managers, Connecticut General Life Insurance
Company (CIGNA), Newhall Depositary Company and Wells Fargo Bank.
INVESTMENTS
All investment income is allocated to individual participant accounts.
The Fixed Income Fund, held by CIGNA, represents a deposit with an
insurance company and is stated at contract value, which represents
contributions and income earned, less distributions and expenses
charged. The Partnership Depositary Unit Fund represents partnership
units in The Newhall Land and Farming Company. The Equity Index Fund,
held by Wells Fargo Bank, is a collective trust invested primarily in
the common stocks that comprise the Standard & Poor's 500 Index. The
Balanced Investment Fund, held by Wells Fargo Bank, is a collective
trust invested primarily in common stocks that comprise the Standard &
Poor's 500 Index and in U.S. Treasury Bonds. The Plan shares in the
investment gains and losses of the securities in the Equity Index Fund,
the Partnership Depositary Unit Fund and the Balanced Investment Fund
which are stated at fair value measured by quoted market prices.
Loans to participants are stated at cost, which approximates fair value.
CONTRIBUTION POLICY
Contributions by employees are voluntary, determined as a specified
percentage of base compensation plus overtime, excluding that portion of
compensation imputed for tax purposes as a result of fringe benefits and
other similar forms of compensation.
PLAN EXPENSES
Expenses incurred in the administration of the Plan are borne by the
Company.
<PAGE> 11
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements, Continued
(3) FEDERAL TAXES
The Plan requested an updated determination letter in June 1994 from the
Internal Revenue Service which will state that the Plan, as then
designed, is in compliance with the applicable requirements of the
Internal Revenue Code. The Company believes that a favorable
determination will be received.
(4) COMMITMENTS AND RECONCILIATION TO FORM 5500
Included in net assets available for Plan benefits in the accompanying
financial statements totaling $178,956 and $0 as of December 31, 1994
and 1993, respectively, are amounts allocated to accounts of persons who
have requested withdrawal of their accounts from the Plan. Such amounts
are classified as liabilities in the Plan's Form 5500.
<PAGE> 12
Schedule 1
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Assets Held for Investment
December 31, 1994
<TABLE>
<CAPTION>
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF
LESSOR OR SIMILAR PARTY INVESTMENT COST FAIR VALUE
----------------------------- -------------------------------- ---------- ------------
<S> <C> <C> <C>
Wells Fargo Bank Money Market Account $ 37,552 $ 37,552
Connecticut General Life
Insurance Company (CIGNA) Guaranteed Deposit Account 3,449,305 3,449,305
The Newhall Land and Farming
Company Partnership Units 30,907 30,907
Wells Fargo Bank Equity Index Fund 2,365,129 2,665,238
Wells Fargo Bank Balanced Investment Fund 523,740 523,523
Loans to Plan participants Notes secured by vested interest
(92 total loans with interest
rates ranging from 7.68% to
11.52%) 554,067 554,067
---------- ----------
$6,960,700 $7,260,592
========== ==========
</TABLE>
See accompanying independent auditors' report.
<PAGE> 13
Schedule 2
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Reportable Transactions
Year ended December 31, 1994
<TABLE>
<CAPTION>
Purchase/
Identity of Transaction Units/shares sale price
party involved Description of asset type transacted per unit
- ---------------- ------------------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Wells Fargo Bank Balanced Investment Fund purchase 24,970 $114.52
====== =======
Fair value
Purchase of assets on
Transaction price/sale Cost of transaction
expense proceeds asset date Net gain
----------- ---------- -------- ------------ --------
<C> <C> <C> <C> <C>
$ - $362,564 $362,564 $362,564 $N/A
== ======== ======== ======== ====
</TABLE>
See accompanying independent auditors' report.
<PAGE> 14
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement on
Form S-8 dated May 24, 1994 (Registration No. 33-53769) of our report dated
April 14, 1995 related to the financial statements of The Newhall Land and
Farming Company Employee Savings Plan as of December 31, 1994 and 1993 and for
each of the years in the three-year period ended December 31, 1994, which
report is included in this Annual Report on Form 11-K.
Los Angeles, California KPMG Peat Marwick LLP
June 26, 1995
