<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, 1995
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
Statements of Net Assets Available for Plan Benefits as of December 31, 1995
and 1994, Statements of Changes in Net Assets Available for Plan Benefits for
each of the years in the two-year period ended December 31, 1995, Notes to
Financial Statements, Schedule of Assets Held for Investment as of December 31,
1995, 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, 1996 / S / Thomas H. Almas
-----------------------------------
Newhall Management Corporation, Trustee
By: Thomas H. Almas, Secretary
<PAGE> 3
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Index to Financial Statements and Schedules
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Statement of Net Assets Available for Plan Benefits with Fund Information -
December 31, 1995 2
Statement of Net Assets Available for Plan Benefits with Fund Information -
December 31, 1994 3
Statement of Changes in Net Assets Available for Plan Benefits with Fund Information
- year ended December 31, 1995 4
Statement of Changes in Net Assets Available for Plan Benefits with Fund Information
- year ended December 31, 1994 5
Notes to Financial Statements 6
Schedule
Line 27a - Schedule of Assets Held for Investment - December 31, 1995
</TABLE>
Other schedules are omitted as they are not applicable or not required by
Department of Labor Regulations.
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
The Compensation Committee of the
Board of Directors of Newhall Management
Corporation:
We have audited the accompanying statements of net assets available for Plan
benefits with fund information of The Newhall Land and Farming Company Employee
Savings Plan as of December 31, 1995 and 1994 and the related statements of
changes in net assets available for Plan benefits with Fund Information for the
years then ended. 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, 1995
and 1994 and the changes in those net assets for the years then ended 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 schedule of assets
held for investment is 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 is 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
schedule 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 22, 1996 / S / KPMG Peat Marwick LLP
1
<PAGE> 5
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits with Fund Information
December 31, 1995
<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 $ -- $ 17,776 $ -- $ -- $ -- $ 17,776
Investments 3,950,255 117,052 744,653 4,038,954 -- 8,850,914
Loans to participants -- -- -- -- 602,836 602,836
---------- --------- -------- ---------- --------- ----------
Total assets 3,950,255 134,828 744,653 4,038,954 602,836 9,471,526
LIABILITIES
Reimbursements due to Plan sponsor (28,740) -- -- -- -- (28,740)
---------- --------- -------- ---------- --------- ----------
Net assets available for Plan
benefits $3,921,515 $ 134,828 $744,653 $4,038,954 $ 602,836 $9,442,786
========== ========= ======== ========== ========= ==========
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 6
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Net Assets Available for Plan Benefits with Fund Information
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 $ -- $37,552 $ -- $ -- $ -- $ 37,552
Investments 3,449,305 30,907 523,523 2,665,238 -- 6,668,973
Loans to participants -- -- -- -- 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) -- -- -- -- (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.
3
<PAGE> 7
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information
Year ended December 31, 1995
<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>
Dividend and interest income $274,785 $ 895 $ 23 $ 70 $ 41,893 $ 317,666
Realized losses -- -- (1,155) (311,744) -- (312,899)
Unrealized gains (losses) (7,059) 22,984 152,630 1,360,454 -- 1,529,009
--------- -------- -------- ---------- -------- ----------
267,726 23,879 151,498 1,048,780 41,893 1,533,776
--------- -------- -------- ---------- -------- ----------
Contributions:
From participants 226,284 14,838 57,765 212,795 -- 511,682
From the Company 109,540 7,025 27,712 93,276 -- 237,553
--------- -------- -------- ---------- -------- ----------
335,824 21,863 85,477 306,071 -- 749,235
--------- -------- -------- ---------- -------- ----------
Interfund transfers (67,658) 20,627 (1,430) 41,585 6,876 --
Participant withdrawals (39,933) -- (14,415) (22,720) -- (77,068)
--------- -------- -------- ---------- -------- ----------
Increase in net
assets 495,959 66,369 221,130 1,373,716 48,769 2,205,943
Net assets available for Plan benefits:
Beginning of year 3,425,556 68,459 523,523 2,665,238 554,067 7,236,843
---------- -------- -------- ---------- -------- ----------
End of year $3,921,515 $134,828 $744,653 $4,038,954 $602,836 $9,442,786
========== ======== ======== ========== ======== ==========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 8
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information
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>
Dividend and interest income $ 275,295 $ 451 $ 17 $ 85 $ 41,891 $ 317,739
Realized gains -- -- -- 3,431 -- 3,431
Unrealized gains -- -- 9,652 27,966 -- 37,618
---------- ------- -------- --------- -------- ----------
275,295 451 9,669 31,482 41,891 358,788
---------- ------- -------- --------- -------- ----------
Contributions:
From participants 230,067 14,370 33,258 172,045 -- 449,740
From the Company 121,040 4,470 15,996 90,873 -- 232,379
---------- ------- -------- --------- -------- ----------
351,107 18,840 49,254 262,918 -- 682,119
---------- ------- -------- --------- -------- ----------
Interfund transfers (389,677) 49,168 468,591 (20,108) (107,974) --
Participant withdrawals (636,979) -- (3,991) (144,697) -- (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 -- -- 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.
5
<PAGE> 9
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1995 and 1994
(1) DESCRIPTION OF THE PLAN
The Newhall Land and Farming Company Employee Savings Plan (the Plan) is
a deferred salary reduction plan under the 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 1995 and
1994 into 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, pursuant to a Plan amendment in March 1994,
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.
Total employees participating in each investment option as of December 31,
1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
---- -----
<S> <C> <C>
Fixed Income Fund 194 181
Partnership Depositary Unit Fund 22 14
Equity Index Fund 132 113
Balanced Investment Fund 51 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.
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,
6
<PAGE> 10
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements, Continued
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 investment funds originally
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 is invested in partnership units in
the 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 underlying the Equity Index Fund, the Partnership Depositary
Unit Fund and the Balanced Investment Fund which are stated at fair value
based on quoted market prices.
Loans to participants are stated at cost, which approximates fair value.
CONTRIBUTION POLICY
Contributions by employees are voluntary and are 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.
7
<PAGE> 11
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements, Continued
MANAGEMENT ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets,
liabilities and the amount of any contingent assets or liabilities
disclosed in the financial statements. Actual results could differ from
estimates made.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform with the
current year presentation.
(3) FEDERAL TAXES
The Company received a favorable determination letter from the Internal
Revenue Service in September 1995 which stated that the Plan, as then
designed, including certain proposed amendments, is in compliance with
applicable requirements of the Internal Revenue Code. The proposed
amendments were adopted by the Plan subsequent to receipt of the
determination letter.
(4) COMMITMENTS
Included in net assets available for Plan benefits in the accompanying
financial statements as of December 31, 1995 and 1994 are amounts
totaling $130,220 and $178,956, respectively, allocated to accounts of
persons who have requested withdrawal of their accounts from the Plan.
(5) INVESTMENTS REPRESENTING FIVE PERCENT OR MORE OF NET ASSETS
The fair value of investments representing 5% or more of the Plan's net
assets as of December 31, 1995 and 1994 are:
<TABLE>
<CAPTION>
1995 1994
------------- --------------
<S> <C> <C>
Wells Fargo Bank S&P 500 Stock Fund $ 4,038,954 $ 2,665,238
CIGNA Guaranteed Deposit Account 3,950,255 3,449,305
Wells Fargo Bank Asset Allocation Fund 744,653 523,523
Participant Loans 602,836 554,067
============= ==============
</TABLE>
8
<PAGE> 12
Schedule
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Line 27a - Schedule of Assets Held for Investment
December 31, 1995
<TABLE>
<CAPTION>
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF
LESSOR OR SIMILAR PARTY INVESTMENT COST CURRENT VALUE
----------------------------- --------------------------- ---------- -------------
<S> <C> <C> <C>
Wells Fargo Money Market Money market shares, $1 par $ 17,776 $ 17,776
Connecticut General Life
Insurance Company (CIGNA)
Guaranteed Deposit Account 3,950,255 3,950,255
The Newhall Land and Farming
Company * Partnership Units 94,146 117,052
Wells Fargo Bank Equity Index Fund 2,679,134 4,038,954
Wells Fargo Bank Balanced Investment Fund 592,022 744,653
Loans to Plan participants * Notes secured by vested interest
(95 total loans with interest
rates ranging from 7.32% to
11.06%) 602,836 602,836
---------- ----------
$7,936,169 $9,471,526
========== ==========
</TABLE>
* Party-in-interest
See accompanying independent auditors' report.
<PAGE> 13
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration statement no.
33-53769 on Form S-8 of our report dated April 22, 1996 relating to the
financial statements of The Newhall Land and Farming Company Employee Savings
Plan as of and for the years ended December 31, 1995 and 1994, which report is
included in this Annual Report on Form 11-K.
Our report dated April 22, 1996 contains a paragraph which states that our
audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedule of assets held for
investment is 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 is 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
schedule 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.
Los Angeles, California / S / KPMG Peat Marwick LLP
June 26, 1996
