<PAGE> 1
As filed with the Securities and Exchange Commission on November 1, 1996
Registration No. 333-______
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)
CALIFORNIA 95-3931727
(State of Incorporation or (I.R.S. Employer
Organization) Identification Number)
23823 VALENCIA BOULEVARD
VALENCIA, CALIFORNIA 91355
(Address of principal executive offices)
THE NEWHALL LAND AND FARMING COMPANY
DEFERRED EQUITY COMPENSATION PLAN FOR OUTSIDE DIRECTORS
(Full title of the plans)
_________________________
THOMAS L. LEE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
NEWHALL MANAGEMENT CORPORATION
23823 VALENCIA BOULEVARD, VALENCIA, CALIFORNIA 91355
(805) 255-4000
(Agent for service)
_________________________
It is requested that copies of communications be sent to:
RICHARD C. WIRTHLIN, ESQ.
IRELL & MANELLA LLP
333 S. HOPE ST., SUITE 3300
LOS ANGELES, CALIFORNIA 90071
(213) 620-1555
_________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING AGGREGATE OFFERING PRICE REGISTRATION FEE
PRICE PER UNIT (2)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Depositary Units 200,000 $15.8125 $3,162,500 $1,090.52
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers any additional Depositary Units
that are acquired under The Newhall Land and Farming Company Deferred
Equity Compensation Plan for Outside Directors 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.
(2) 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 October 29, 1996 as reported by the New York Stock Exchange.
<PAGE> 2
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 200,000 depositary units of the
Registrant (the "Depositary Units") to be acquired from the Registrant pursuant
to The Newhall Land and Farming Company Deferred Equity Compensation Plan for
Outside Directors (the "Plan").
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates 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 for the fiscal
year ended December 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
(c) The Registrant's Current Report on Form 8-K dated April 25,
1996;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996; and
(e) The Registrant's Registration Statement on Form 8-B, File No.
1-08885, filed with the Commission on April 24, 1985, 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 part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such prior statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
-ii-
<PAGE> 3
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 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 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 DESCRIPTION
------ -----------
<S> <C>
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP
24.1 Power of Attorney (included on the signature pages filed herewith)
99.1 The Newhall Land and Farming Company Deferred Equity Compensation Plan for Outside Directors
</TABLE>
ITEM 9. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) 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;
-iii-
<PAGE> 4
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment hereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will 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 Exchange Act that are incorporated by
reference in this Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, 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.
(c) 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.
2. The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
-iv-
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the 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 Los Angeles, State of
California, on this 1st day of November 1996.
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
-v-
<PAGE> 6
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 to 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
connection 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.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of November 1st, 1996.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities indicated on November 1, 1996.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ THOMAS L. LEE Chairman and Chief Executive
- --------------------------------------------- Officer of Newhall Management
Thomas L. Lee Corporation (Principal Executive
Officer) and Director
/s/ STUART R. MORK Senior Vice President and Chief
- -------------------------------------------- Financial Officer of Newhall
Stuart R. Mork Management Corporation (Principal
Financial Officer)
/s/ DONALD L. KIMBALL Vice President -- Controller
- -------------------------------------------- of Newhall Management Corporation
Donald L. Kimball (Principal Accounting Officer)
/s/ GEORGE L. ARGYROS Director
- --------------------------------------------
George L. Argyros
</TABLE>
<PAGE> 7
<TABLE>
<S> <C>
/s/ GARY M. CUSUMANO Director
- --------------------------------------------
Gary M. Cusumano
/s/ THOMAS V. McKERNAN, JR. Director
- --------------------------------------------
Thomas V. McKernan, Jr.
/s/ HENRY K. NEWHALL Director
- --------------------------------------------
Henry K. Newhall
/s/ JANE NEWHALL Director
- --------------------------------------------
Jane Newhall
/s/ PETER T. POPE Director
- --------------------------------------------
Peter T. Pope
/s/ CARL E. REICHARDT Director
- --------------------------------------------
Carl E. Reichardt
/s/ THOMAS C. SUTTON Director
- --------------------------------------------
Thomas C. Sutton
/s/ BARRY L. WILLIAMS Director
- --------------------------------------------
Barry L. Williams
/s/ EZRA K. ZILKHA Director
- --------------------------------------------
Ezra K. Zilkha
</TABLE>
<PAGE> 8
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on the signature pages filed herewith)
99.1 The Newhall Land and Farming Company Deferred Equity Compensation Plan for Outside Directors
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of Newhall Management Corporation and Partners
of The Newhall Land and Farming Company:
We consent to the use of our report incorporated herein by reference.
/s/
KPMG Peat Marwick LLP
Los Angeles, California
October 16, 1996
<PAGE> 1
Exhibit 99.1
THE NEWHALL LAND AND FARMING COMPANY
DEFERRED EQUITY COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
1. Purpose
The Purpose of this plan (the "Plan") is to provide deferred
compensation to the outside directors of Newhall Management Corporation (the
"Management Corporation"), which is the managing general partner of Newhall
Management Limited Partnership, which is the managing general partner of The
Newhall Land and Farming Company, a California Limited Partnership (the
"Company"). Such deferred compensation will be based upon the award of unit
rights ("Unit Rights") which ultimately shall be satisfied through the issuance
of limited partnership interests in the Company represented by transferable
depositary units (the "Depositary Units"). The Plan is being adopted in
connection with the termination of the retirement benefits for current and
future outside directors under the Newhall Management Corporation Retirement
Plan For Directors, and is intended to benefit the Company by more closely
linking the benefits provided to outside directors to the performance of the
Company and to provide additional incentives to outside directors.
2. Administration
The Plan shall be administered by a Committee (the "Committee") of the
Board of Directors of the Management Corporation (the "Board of Directors")
consisting of two or more "non-employee directors" as defined in, or shall
otherwise be constituted so as to comply with, Rule 16b-3 (or any successor
rule) promulgated by the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934. The Committee shall have full authority to
administer the Plan, including authority to interpret and construe any
provision of the Plan, to adopt such rules and regulations for administering
the Plan as it may deem necessary and to make any other determinations which it
believes necessary or advisable for the administration of the Plan.
Determinations of the Committee shall be made by majority vote and shall be
final and binding on all parties with respect to all matters relating to the
Plan.
3. Eligibility
Members of the Board of Directors who are not employees of the Company
("Participants") are eligible for participation in the Plan.
<PAGE> 2
4. Unit Rights
a. Unit Right Accounts. Unit Rights granted to a Participant
shall be credited to a Unit Right Account (the "Account") established and
maintained for such Participant. The Account of a Participant shall be the
sole record of Unit Rights granted to him under the Plan, is solely for
accounting purposes and shall not require a segregation of any assets of the
Company.
b. Initial Grant of Unit Rights. On the Effective Date (as
defined below) of the Plan, the initial number of Unit Rights in the
Participants' Accounts shall be as set forth on Exhibit A hereto.
c. Subsequent Annual Grants. On the third Wednesday of July of
each fiscal year of the Company (beginning with July, 1997), each Participant
who has continuously served as a non-employee member of the Board of Directors
since the third Wednesday of July of the previous year shall automatically be
granted Five Hundred (500) additional Unit Rights.
d. Subsequent Grants As A Result of Distributions. In the event
of a general distribution of cash or property with respect to all of the
holders of Depositary Units, each Participant shall be granted, on the date of
such distribution, a number of Unit Rights equal to (i) the number of Unit
Rights in the Participant's Account on the record date of such distribution,
times (ii) the fair market value of cash or property distributed with respect
to each Depositary Unit, divided by (iii) the Fair Market Value (as defined
below) of a Depositary Unit on the date of such distribution.
5. Satisfaction of Unit Rights Upon Retirement. Upon the resignation or
removal of a Participant from the Board of Directors or other termination of a
Participant's position as a member of the Board of Directors (whether due to
death, disability or otherwise), the Company shall, within 30 days following
the date of such resignation, removal or termination, transfer to such
Participant a number of Depositary Units equal to the number of Unit Rights in
such Participant's Account as of the date of such resignation, removal or
termination, in full satisfaction of such Participant's rights under this Plan.
6. Adjustments. If any change is made to the Depositary Units
issuable under the Plan (whether by reason of merger, consolidation,
reorganization, recapitalization, Depositary Unit distribution, Depositary Unit
split, combination of Depositary Units, exchange of Depositary Units, or other
change in the partnership or capital structure of the Company), then, the
Committee shall make appropriate adjustments to the number of Unit Rights in
each Participant's Account. The purpose of these adjustments will be to
preclude
2
<PAGE> 3
the enlargement or dilution of rights and benefits under the awards made
pursuant to the Plan.
7. Structural Transactions.
a. Committee's Right to Cancel Outstanding Unit Rights.
Notwithstanding anything to the contrary herein, in the event of any Structural
Transaction (as defined below), the Committee shall have the discretion to
cancel outstanding Unit Rights for which Depositary Units have not been issued,
in whole or in part, subject to such conditions as the Committee may determine,
upon payment to a Participant with respect to all such cancelled Unit Rights,
an amount in cash equal to the Fair Market Value of the Depositary Units (at
the effective date of the Structural Transaction) otherwise issuable with
respect to the Unit Right.
b. Definition. A "Structural Transaction" is any of the
following transactions to which the Company is a party:
(1) a merger or consolidation in which the Company is not
the surviving entity,
(2) any other merger or consolidation of the Company with
any other entity, approved by the holders of the voting securities of the
Company, other than a merger or consolidation which would result in the voting
securities of the Company 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 Company or such surviving entity
outstanding immediately after such merger or consolidation;
(3) a sale, transfer or other disposition of all or
substantially all of the Company's assets (in one transaction or a series of
transactions); or
(4) the complete liquidation or dissolution of the
Company.
8. Nontransferability. Unit Rights granted under the Plan, and any
rights and privileges pertaining thereto, may not be transferred, assigned,
pledged or hypothecated in any manner, by operation of law or otherwise, other
than by will or by the laws of descent and distribution, and shall not be
subject to execution, attachment or similar process.
9. Voting and Distribution Rights. Except as provided in Sections 4 and
6 above, no Participant shall be entitled to any of the rights of a holder of
Depositary Units (including without limitation the right to receive any
distributions with respect to Depositary Units) with respect to Unit Rights
under the Plan.
3
<PAGE> 4
10. Unfunded Plan. The Plan shall at all times be entirely unfunded and
no provision shall at any time be made with respect to segregating assets of
the Company in order to provide for the satisfaction of benefits hereunder. No
Participant or other person shall have any interest in any particular assets of
the Company by reason of the right to receive a benefit under the Plan and any
such Participant or other person shall have only the rights of a general
unsecured creditor with respect to any rights under the Plan.
11. Fair Market Value. For purposes of the Plan, the "Fair Market
Value" of a Depositary Unit will be determined as follows:
a. Stock Exchange. If the Depositary Units are at the time listed
or admitted to trading on any Stock Exchange, the "Fair Market Value" of the
Depositary Unit will be its closing selling price, as quoted on such Stock
Exchange on the date in question. If there is no quotation available for such
day, then the Fair Market Value shall be the closing selling price on the next
preceding day for which such quotation exists.
b. NASDAQ National Market System. If the Depositary Units are
not at the time listed or admitted to trading on any Stock Exchange but are
traded on the NASDAQ National Market System, the Fair Market Value shall be the
closing selling price per Depositary Unit on the date in question, as such
price is reported by the National Association of Securities Dealers through the
NASDAQ National Market System or any successor system. If there is no closing
selling price for the Depositary Units on the date in question, then the Fair
Market Value shall be the closing selling price on the next preceding day for
which such quotation exists.
c. Neither Stock Exchange nor NASDAQ. If the Depositary Units
are at the time neither listed nor admitted to trading on any Stock Exchange
nor traded on the NASDAQ National Market System, then the Fair Market Value
will be determined by the Committee after taking into account such factors as
the Committee deems appropriate.
d. Committee Discretion. If the Committee determines that the
above methods of calculation do not accurately reflect the Fair Market Value of
a Depositary Unit on a relevant day, it may determine the Fair Market Value on
any relevant day in accordance with such method of valuation as it determines
to be reasonable and appropriate.
12. Amendment or Termination of the Plan. The Board of Directors may
alter, amend or terminate the Plan at any time. No amendment or termination
may alter, impair or reduce the number of Unit Rights granted under the Plan
prior to the effective date of such amendment or termination without the
written consent of the affected Participant.
4
<PAGE> 5
13. Tax Withholding. The Company's obligation to deliver Depositary
Units under the Plan is subject to the satisfaction of all applicable federal,
state and local income and employment tax withholding requirements.
14. Compliance with Regulations and Other Restrictions. Depositary
Units shall not be issued pursuant to the Plan unless the issuance and delivery
of such Depositary Units shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, applicable laws, the requirements of any stock exchange
or quotation system upon which the Depositary Units may then be listed or
quoted, including without limitation, if applicable, any requirement that the
Company only deliver Depositary Units hereunder out of treasury, and any other
requirements of law or of any regulatory bodies having jurisdiction over such
issuance and delivery, and shall be further subject to the approval of counsel
for the Company with respect to such compliance. The inability of the Company
to obtain authority from any regulatory body, stock exchange or quotation
system having jurisdiction, which authority is deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Depositary Units
hereunder, shall relieve the Company of any liability in respect of the failure
to issue such Depositary Units as to which such requisite authority shall not
have been obtained.
15. Reservation of Depositary Units. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Depositary
Units as shall be sufficient to satisfy the requirements of the Plan.
16. 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.
17. Construction. Except when otherwise required by the context, any
masculine terminology in this document shall include the feminine, and any
singular terminology shall include the plural.
18. Effective Date of Plan. The Plan shall become effective on the later
of (a) September 30, 1996 or (b) the date of effectiveness of the Company's
registration statement under the Securities Act of 1933 with respect to the
Depositary Units to be delivered by the Company pursuant to the Plan.
5
<PAGE> 6
EXHIBIT A
<TABLE>
<CAPTION>
DIRECTOR NUMBER OF DEPOSITORY UNITS
-------- --------------------------
<S> <C>
G. Argyros 506
T. McKernan 651
H. Newhall 4,397
J. Newhall 9,813
P. Pope 2,976
C. Reichardt 8,130
T. Sutton 1,704
E. Zilkha 12,749
------
TOTAL 40,926
======
</TABLE>
