<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number 1-7585
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
23823 VALENCIA BOULEVARD, VALENCIA, CALIFORNIA 91355
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 255-4000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Depositary Receipts New York Stock Exchange
Pacific Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of depositary receipts held by non-affiliates
based upon the closing price of such depositary receipts on the New York Stock
Exchange on February 28, 1998 was $1,115,983,372.
<PAGE> 2
THE NEWHALL LAND AND FARMING COMPANY
1997
FORM 10-K
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
PART I Number
------
<S> <C> <C>
Item 1. Business 1
Item 2. Properties 7
Item 3. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of Security Holders 9
PART II
Item 5. Market for the Registrant's Depositary Units and Related
Security Holder Matters 9
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
Item 8. Financial Statements and Supplementary Data 21
Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure 38
PART III
Item 10. Directors and Executive Officers of the Registrant 39
Item 11. Executive Compensation 45
Item 12. Security Ownership of Certain Beneficial Owners and Management 56
Item 13. Certain Relationships and Related Transactions 56
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 57
SIGNATURES 60
SCHEDULE III Real Estate and Accumulated Depreciation 62
INDEX TO EXHIBITS 65
</TABLE>
<PAGE> 3
PART I
ITEM 1. BUSINESS
INTRODUCTION
The Newhall Land and Farming Company (a California Limited Partnership) ("the
Company" or "the Partnership") is engaged in the development of residential,
industrial and commercial real estate and in agriculture, on its approximately
91,000 acres in California. The interests in the Company (other than those held
by the general partners) are represented by transferable Depositary Units listed
on the New York and Pacific Stock Exchanges under the ticker symbol NHL. The
Company was reorganized from a corporation to a limited partnership on January
8, 1985. The predecessor corporation was established in 1883 by the family of
Henry Mayo Newhall; the shares of the corporation were listed on the New York
Stock Exchange in 1970.
The Company's primary business is developing master-planned communities. Since
1965, the Company has been developing the town of Valencia on a portion of the
Company's landholdings in Los Angeles County which now is home to approximately
36,000 residents and 1,200 companies that provide 31,000 jobs. With
approximately 7,600 acres remaining to be developed, and build-out expected by
2005, Valencia is the regional center for north Los Angeles County and the
northern gateway to the entire Los Angeles metropolitan area. Regional centers
generate long-term increases in land values with the more intensive development
of industrial and commercial business parks and shopping centers, along with a
broad range of single-family and multi-family homes.
In 1994, the Company started the entitlement process on Newhall Ranch, a new
master-planned community to be located on 12,000 acres adjacent to Valencia and
west of Interstate 5. This 24,000-home new town will contain commercial and
business park uses within its five villages and includes almost 6,000 acres of
open space. In 1997, the Los Angeles County Regional Planning Commission
approved the Specific Plan, the Environmental Impact Report and provided other
related approvals for this project. The next step in the approval process
involves public hearings before the Los Angeles County Board of Supervisors,
which is expected to begin in the spring of 1998. Development is planned to
begin around the year 2000.
Valencia and Newhall Ranch together form one of the nation's most valuable
landholdings. They are located on the Company's prime landholding approximately
30 miles north of downtown Los Angeles and just north of the San Fernando
Valley, which has a population of over 1.3 million people. The property is
bisected by Interstate 5, California's principal north-south freeway, and four
major freeways intersect Interstate 5 within ten minutes of Valencia. This
provides businesses and residents easy access to the Los Angeles metropolitan
area, major airports and the ports of Los Angeles and Long Beach.
In the late 1980s, the Company adopted the strategy of selling farm properties
with little or no potential for development and re-deploying the proceeds into
real estate operations. As of December 31, 1997, more than 30,000 acres of
non-strategic farm land have been sold, including 1,673 acres of vineyard and
undeveloped land at the Suey Ranch sold in 1997.
Financial information concerning the Company's business segments appears in Note
10 of the Notes to Consolidated Financial Statements in this Annual Report.
Information regarding competition and compliance with governmental and
environmental regulations appears in the Inflation, Risks and Related Factors
section of the Management's Discussion and Analysis of Financial Condition and
Results of Operations in this Annual Report. The Company is not dependent on a
single or a few customers for a significant portion of its revenues. At December
31, 1997, the Company employed 210 persons, including 7 classified as
seasonal/temporary.
1
<PAGE> 4
ITEM 1. BUSINESS (continued)
APPRAISAL OF REAL PROPERTY ASSETS
The Company obtains annual appraisals of substantially all of its real property
assets. The independent firm of Buss-Shelger Associates, MAI real estate
appraisers, appraised the market value of the Company's real property assets to
be $999 million at December 31, 1997 compared to an aggregate net book cost of
$299 million. The appraised properties did not include oil and gas assets, water
supply systems, cash and cash equivalents and certain other assets. The net
appraised value of the Company's total assets, including assets not
independently appraised, was $872 million, after reducing for debt and certain
other liabilities as shown in the table on page 3.
For the purpose of the appraisals, market value was defined as the most probable
price in terms of money which a property should bring in a competitive and open
market under all conditions requisite to a fair sale, the buyer and seller each
acting prudently, knowledgeably and assuming the price is not affected by undue
stimulus. A significant portion of the appraised real property assets is located
on the Company's 36,500 acres, 30 miles north of downtown Los Angeles and
currently is undeveloped. The appraised value of undeveloped assets reflects the
discount or developer's profit necessary to provide a third-party buyer with the
incentive to purchase and undertake the risks inherent in the development
process.
Entitlements and the continuing development of Valencia enhance the appraised
value of the Company's land assets. Although raw land increases in value as
development opportunities arise, the most significant increase occurs when
necessary land use entitlements, including zoning and mapping approvals, are
obtained from city and county governments. The appraised value of the Company's
land and income-producing properties in the Valencia master-planned community
has increased from $222 million in 1984, the first year independent property
appraisals were obtained, to $845 million in 1997. The Company's net appraised
value has increased from $11.74 to $25.25 on a per unit basis over the same
14-year period.
A summary of appraised values of properties owned for each of the last five
years as of December 31 follows (the appraisals were performed by independent
appraisers except as noted):
2
<PAGE> 5
APPRAISED VALUES
<TABLE>
<CAPTION>
1997 1996 1995
---------------------------- ---------------------- -------------------
Percent Percent Percent
$ in millions, except per unit Acres Amount Change Amount Change Amount Change
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Valencia and nearby properties 7,600 $ 420 --% $ 420 (7)% $ 450 (7)%
Income-producing real estate 910 425 14 372 16 321 15
------------------------------------------------------------------------------
Total Valencia area properties 8,510 845 7 792 3 771 1
Other community development
properties: Newhall Ranch,
McDowell Mountain (1),
Cowell and Suey 48,660 84 20 70 (29) 98 14
Agricultural properties 34,050 64 3 62 3 60 (10)
Mortgage and other debt (157) (4) (163) 7 (152) 4
at book carrying value
All other, net, not
independently appraised 36 (27) 49 (20) 61 97
------------------------------------------------------------------------------
Net appraised value 91,220 $ 872 8% $ 810 (3)% $ 838 4%
==============================================================================
Number of partnership units
outstanding ( 000's ) 34,527 -- 34,701 (3)% 35,910 (2)%
=====================================================================
Net appraised value
per partnership unit $ 25.25 8% $ 23.35 --% $ 23.32 7%
=====================================================================
<CAPTION>
1994 1993
-------------------- --------------------
Percent Percent
$ in millions, except per unit Amount Change Amount Change
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Valencia and nearby properties $ 486 3% $ 472 (4)%
Income-producing real estate 280 3 273 5
---------------------------------------------
Total Valencia area properties 766 3 745 (1)
Other community development
properties: Newhall Ranch,
McDowell Mountain (1),
Cowell and Suey 86 30 66 22
Agricultural properties 67 (16) 80 (8)
Mortgage and other debt (146) (16) (174) 32
at book carrying value
All other, net, not
independently appraised 31 (45) 56 19
---------------------------------------------
Net appraised value $ 804 4% $ 773 (4)%
=============================================
Number of partnership units
outstanding ( 000's ) 36,761 -- 36,757 --
=============================================
Net appraised value
per partnership unit $ 21.86 4% $ 21.04 (4)%
=============================================
</TABLE>
Appraised values are judgments. Land and property appraisals are an estimated
value based on the sale of comparably located and zoned real estate or on the
present value of income anticipated from commercial properties. There is no
assurance that the appraised value of property would be received if any of the
assets were sold. No assumptions have been made with respect to the bulk sale of
the Company's total real estate assets. Certain reclassifications within
categories have been made to conform to the current year presentation; however,
prior period amounts have not been restated to reflect land sale activity, unit
repurchases or distributions to unitholders. For the five-year period ended
1997, the Company has invested $39 million in unit repurchases and paid out $75
million in distributions.
(1) McDowell Mountain Ranch in Scottsdale, Arizona was sold in 1996.
3
<PAGE> 6
ITEM 1. BUSINESS (continued)
REAL ESTATE
The Company is developing the communities of Valencia and Newhall Ranch on its
remaining 20,000 contiguous acres of prime property in Los Angeles County,
California. Plans for the future include 35,000 new homes and 22 million square
feet of commercial and industrial development.
Valencia's development is focused around a town center and is based on a master
plan with residential and industrial developments forming the basic community
structure. Valencia is supported by shopping centers, schools, colleges,
hospital and medical facilities, golf courses, professional offices and a range
of recreational amenities. A system of landscaped and lighted pedestrian
walkways, known as paseos, provide most residents with access to schools,
retail, parks and recreation centers avoiding automobile traffic. Approximately
7,600 acres including 11,000 homes remain to be developed in Valencia. The
Company's goal is to complete the build-out Valencia by 2005.
The Company also develops and operates a growing portfolio of commercial
properties, and provides building-ready sites for sale to industrial and
commercial developers and users. For additional information regarding the
Company's business refer to Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations in this Annual Report.
RESIDENTIAL DEVELOPMENT AND LAND SALES
VALENCIA
Residential absorption in Valencia has been on the rise in recent years and, in
1997, new home sales in Valencia by all sellers jumped to 657, an eight-year
high, representing 41% of the Santa Clarita Valley and 12% of all new home sales
activity for Los Angeles County. To appeal to a wider variety of homebuyers, the
Company is expanding its housing opportunities to include new "lifestyle
villages" such as lake and golf-oriented communities.
A total of 888 home and lot sale closings were recorded by the Company in
Valencia in 1997, a 55% increase over 1996. The Company's growth goal is to
increase absorption to an average of 1,500 homes per year, including apartments,
a level more than twice Valencia's historical average. Plans to accelerate
absorption and maximize earnings and cash flow include marketing for sale
selected larger entitled, unimproved land parcels, such as the 366-home North
Hills parcel sold to Taylor Woodrow in 1997. This will augment the Company's
traditional finished lot sale program and joint-venture homebuilding program.
Through the merchant builder lot sale program, the Company sells lots to
merchant builders to construct homes and recognizes revenues and income upon
sale of lots to the builder. In 1997, a record number of residential lots in
Valencia, totaling 754 for the year, were sold to merchant builders including
366 entitled, unimproved lots to Taylor Woodrow. At December 31, 1997, a total
of 37 residential lots were in escrow, which subsequently closed in the first
quarter of 1998. The Company is in active negotiations for the sale of several
parcels.
Escrow closings from the Company's homebuilding joint ventures totaled 134 in
1997 and represented only 15% of the Company's total home and lot closings in
Valencia in 1997 compared with 45% in 1996. This declining sales mix is expected
to continue in 1998. The Company's strategy in an expanding real estate market
is to accelerate absorption through an expanded merchant builder program to
capture demand.
4
<PAGE> 7
ITEM 1. BUSINESS (continued)
INDUSTRIAL/COMMERCIAL DEVELOPMENT AND LAND SALES
The Company develops the infrastructure, provides sites for sale to
industrial/commercial users, develops industrial/commercial real estate projects
on a build-to-suit basis and constructs inventory buildings for lease.
Valencia's location just 30 miles from downtown Los Angeles on Interstate 5,
California's major north-south freeway, provides an attractive environment for
industrial, commercial, service, distribution and entertainment businesses.
Valencia Commerce Center and Valencia Industrial Center are home to 600
companies which employ more than 20,000 people. The industrial real estate
market has improved dramatically within the past year, driving down vacancy
rates in Los Angeles County to 6.7 percent and creating a shortage of quality
space.
The Company is marketing industrial and commercial land as Valencia Gateway, the
largest master-planned business park in Los Angeles County, encompassing 4,500
acres, with 1,350 acres remaining for future development. Industrial land sales,
industrial build-to-suit and build-to-lease projects will be concentrated in
Valencia Commerce Center, the Company's 1,600-acre business park. Valencia's
industrial vacancy rate was at a historical low of under one percent at December
31, 1997, and with approximately 600 net acres of industrial land remaining, the
Company is poised for substantial absorption gains. The goal is to absorb up to
80 net acres, or about 1.5 million square feet of new space, and bring at least
1,500 new jobs to Valencia each year. This absorption is nearly double
Valencia's historical average.
In 1997, sales of nine industrial parcels totaling 62.0 acres and three
industrial buildings on 10.2 acres were completed. This industrial activity
represents an eight-year high for the Company. Three commercial land parcels
totaling 8.9 acres also were sold in 1997. The largest contributor to industrial
and commercial land sales in 1997 was the sale of the 208-unit StoneCreek
apartment complex. This transaction, along with the sale of the Orchard Plaza
office building, are part of the Company's strategy of selling selective
properties to take advantage of market conditions and re-investing the proceeds
in new projects to maximize returns to unitholders.
At December 31, 1997, six parcels totaling 25.4 industrial acres, 16.8
commercial acres and one build-to-suit in Valencia Commerce Center were in
escrow, with closings scheduled in 1998. The Company's ability to complete sales
in escrow and future land sales is subject to market conditions beyond the
control of the Company. At the end of 1997, industrial buildings totaling
101,000 square feet were in various stages of development as part of the
Company's build-to-suit and build-to-lease program to increase absorption of
industrial land.
The Company expects industrial inventory to be adequate to meet anticipated
demand with over 91 fully entitled acres, 195 acres tentatively approved and 289
acres approved and unmapped. Final plans for a portion of this land are subject
to review by government agencies before development can proceed.
COMMUNITY DEVELOPMENT
The Company's community development activities are focused on securing the
necessary governmental land use approvals as well as an intensified strategic
marketing program to support the build-out of Valencia by 2005 and begin
development of Newhall Ranch, a new master-planned community located on the
Company's 12,000 acres west of Valencia.
In 1997, significant entitlement progress was made for the remaining 35,000
homes planned in Los Angeles County. Projects with nearly 2,500 new homes
received final approval, including Lago de Valencia, a 1,100-home lake project.
The Los Angeles County Regional Planning Commission approved the Specific Plan,
the Environmental Impact Report and provided other related approvals for Newhall
Ranch, a master-planned community for 24,000 homes plus commercial and business
park uses in five villages. The next step in the approval process for Newhall
Ranch involves public hearings before the Los Angeles County Board of
Supervisors, which are expected to begin in the spring of 1998.
COMMERCIAL REAL ESTATE DEVELOPMENT
The Company continues its aggressive commercial portfolio expansion program to
meet demand. In 1997, the City of Santa Clarita, of which Valencia is a part,
was recognized by the California Retail Survey as the fastest growing retail
market in California. Independent research indicates that new retail demand in
the Santa Clarita Valley should exceed 600,000 square feet over the next five
years.
5
<PAGE> 8
ITEM 1. BUSINESS (continued)
The largest project under development is Valencia Marketplace, a
720,000-square-foot, value-oriented shopping center, with one mile of freeway
frontage along Interstate 5. In 1997, Circuit City, Payless Shoe Source, Vons
supermarket, Nurseryland, several restaurants and small retailers joined
Wal*Mart, Toys R Us, Staples and Sport Chalet, which opened in the fourth
quarter of 1996. The project is 86% constructed with completion scheduled in
1998.
The majority of income property development activity is focused in Valencia Town
Center along pedestrian-oriented Town Center Drive, a mixed-use "main street"
extending west from the Company's regional shopping mall. Projects under
construction include a 250-room Hyatt Valencia Hotel with a 26,000-square-foot
conference center; a 100,000-square-foot, 3-D IMAX theatre complex with 12
additional movie screens; and a six-story, 130,000-square-foot office building
where Princess Cruises' customer service group will occupy the top five floors,
with the ground floor reserved for retail. An additional 60,000 square feet of
retail space also is under construction in Valencia Town Center.
For a description of the commercial properties, major tenants and occupancy
rates at December 31, 1997, see Item 2 - Properties.
VALENCIA WATER COMPANY
Valencia Water Company, a wholly-owned subsidiary that supplies water to
Valencia and other adjacent developments, is a regulated public utility serving
over 18,000 metered customers. The water supply for the service area is obtained
from wells owned by Valencia Water Company and by purchases from the California
State Water Project. In 1997, 56% of Valencia Water Company's water was supplied
through ground sources.
AGRICULTURE
The Company's agricultural division consists of farming and energy operations.
Approximately 55,000 acres of ranch land at the Suey and Newhall Ranches not
suitable for cultivation are leased out for cattle grazing. In line with the
Company's strategy of selling farm properties with little or no potential for
development, 1,673 acres of vineyards and undeveloped land at the Suey Ranch
were sold in 1997. An option on the remaining 3,940 acres at the Merced Ranch,
which was expected to close escrow in the fourth quarter of 1997, has been
cancelled. The Company will continue to market the property for sale in 1998.
Agricultural operations will continue to provide returns from Newhall Orchard in
Ventura County and Suey Ranch where all or some portions, unsuited for
development, may be sold in the future. The 14,000-acre New Columbia Ranch
provides returns primarily from leasing land to tenants.
Energy operations consist of royalty interests in oil and gas assets on the
Newhall Ranch and Meridian Ranch, which was sold in 1994, where the Company
retains a 50% royalty interest until June 30, 2000. In total, the Company has
royalty interests in 160 oil wells and 16 gas wells. Energy operations do not
represent a material source of revenues and income for the Company.
FARMING
Large scale, highly mechanized farming operations are conducted on three of the
Company's ranches. Labor intensive crops are generally grown by tenants to whom
land is leased on both cash and percentage-of-crop terms. Of the Company's land
devoted to farming, over 60% is leased to others. Approximately two-thirds of
the Company's farm crop is marketed through agricultural cooperatives. The
remainder, such as tomatoes, grapes, alfalfa and wheat, is marketed directly by
the Company.
The Company's ranches supply most of their water through underground sources and
are not dependent on state or federal water projects. The Company continues to
improve conservation practices to minimize the cost of irrigation and the amount
of water used.
The principal agricultural properties include the Merced and New Columbia
Ranches in the San Joaquin Valley, the Newhall Orchard in Ventura County and the
Suey Ranch in Santa Barbara and San Luis Obispo Counties. During the calendar
year 1997, the Company and its tenants raised over 20 different crops.
The following table shows the approximate planted acreage of significant crops
during 1997:
6
<PAGE> 9
ITEM 1. BUSINESS (continued)
<TABLE>
<CAPTION>
Crop Acreage Crop Acreage Crop Acreage
- ---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C>
Alfalfa 2,196 Corn 1,208 Oranges 847
Almonds 145 Cotton 5,999 Safflower 606
Avocado 107 Grapefruit 28 Sudan Grass 103
Barley 1,475 Grapes 288 Sugarbeets 140
Beans 1,000 Lemons 481 Tomatoes 1,156
Carrots 297 Melons 194 Vegetables 1,579
Christmas Trees 29 Oats 606 Wheat 2,332
</TABLE>
ITEM 2. PROPERTIES
LAND
Listed below is the location and acreage of properties owned by the Company at
December 31, 1997:
<TABLE>
<CAPTION>
Ranch State County Acreage
------------ ----------- -------------- ---------
<S> <C> <C> <C>
Cowell California Contra Costa 110
Merced California Merced 3,940
New Columbia California Madera 14,000
Suey California Santa Barbara/San Luis Obispo 36,590
Newhall California Los Angeles/Ventura 36,580
------
91,220
======
</TABLE>
PLANTS AND BUILDINGS
Agriculture - Various buildings located at three farming operations in
California.
Commercial Real Estate - Listed below are square footage, occupancy and anchor
tenants of major commercial properties owned by the Company at December 31,
1997. Other commercial properties not shown in the table include various
commercial and industrial buildings. The Company also has numerous land leases
including 541 acres for a landfill. The commercial properties are leased to 311
tenants, not including apartment complexes.
7
<PAGE> 10
ITEM 2. PROPERTIES (continued)
<TABLE>
<CAPTION>
Gross Occupancy at
Shopping Centers Date Open Sq. Ft. 12-31-97 Major Tenants
- ------------------------- --------- ------- ------------ -------------------------
<S> <C> <C> <C>
Valencia Town Center 1992 790,000 97%(4) Robinsons-May, JC Penney,
Sears
Castaic Village 1992 91,800 97% Ralphs, PayLess Drugstores
River Oaks 1987 273,500 96% Mervyn's, Target
NorthPark Village Square 1996 69,000(3) 100% Ralphs Supermarket
---------
1,224,300
---------
Office and Mixed Use Projects
City Center Office Building 1991(1) 44,760 100% Bank of America
Valley Business Center 1987 56,800 100% Gold's Gym
Newhall Land Headquarters 1978 59,300 100%
Town Center Office Building 1996 57,000 65% Dean Witter Reynolds, Inc.,
Valencia National Bank
Plaza Del Rancho 1997 51,000 85% Carl's Jr. Restaurant
---------
268,860
---------
Build-to-Suit
Facilities/Restaurants
- -------------------------
Office/Records Storage 1996 35,000 100% S. C. Healthcare Management
Retail Store 1994 7,000 100% Trader Joe's
Restaurant 1986 11,057 100% El Torito
Restaurant 1990 6,140 100% Hamburger Hamlet
Restaurant 1984 3,835 100% Wendy's
Restaurant (ground lease) 1986 9,487 100% Red Lobster
Industrial Building 1997 71,750 100% Cosmic Plastics
Spectrum / Valencia 1997 55,000 100% Spectrum Health Club
---------
199,269
---------
</TABLE>
<TABLE>
<CAPTION>
Hotel Rooms
- ----------------------------- -----
<S> <C> <C> <C>
Valencia Hilton Garden Inn 1991 152 82% for the
(75% joint venture interest) year
Apartment Complexes Units
- ----------------------------- -----
Portofino 1989 216 99%
Northglen 1988 234 98%
SkyCrest 1997 264 100%
---
714
---
</TABLE>
The following commercial properties were under construction at December 31,
1997:
<TABLE>
<CAPTION>
Percent
Estimated Gross Leased
Shopping Centers Completion Sq. Ft. at 12-3 97 Major Tenants/Lessee
- ---------------------------- ---------- ------- ---------- ----------------------------------
<S> <C> <C> <C>
Valencia Marketplace 1998(2) 720,000 83% Wal*Mart, Circuit City, Toys R Us,
Staples, Sport Chalet, Vons
Supermarket
Mixed-Use Projects
Entertainment Complex 1998 100,000 IMAX / Edwards Theaters
Valencia Town Center Retail 1998 60,000
Office Buildings
- ----------------------------
Six-story Office Building 1998 130,000 Princess Cruises
Rooms/
Hotel Sq. Ft
- ---------------------------- -------
Hyatt Valencia Hotel and 250 N/A
Santa Clarita Conference Center 26,000
</TABLE>
(1) Acquired in 1991
(2) 86% constructed as of December 31, 1997
(3) Does not include 16,700 square feet for a Rite Aid drug store and 5,600
square feet of additional retail space to be constructed in 1998
(4) Including 7% for temporary tenants and signed leases to open in 1998
8
<PAGE> 11
ITEM 2. PROPERTIES (continued)
Valencia Water Company - 16 distribution reservoirs, 18 booster pumping
stations, 18 wells, approximately 223 miles of pipeline and other utility
facilities and an 18,000-square-foot office/warehouse building on 2.5 acres of
land.
All of the commercial real estate properties and the properties of Valencia
Water Company are located in and around Valencia, California and are owned by
the Company. A $45.3 million mortgage maturing in 1999 is secured by the
Portofino, Northglen and SkyCrest apartment complexes, River Oaks shopping
center, and the Company's headquarters building. At December 31, 1997,
borrowings totaling $40 million were outstanding against a $40 million revolving
mortgage facility secured by Valencia Town Center. An $11 million financing is
secured by the water utility plant of Valencia Water Company. For additional
information concerning encumbrances against Company properties, refer to Note 7
of the Notes to Consolidated Financial Statements in this Annual Report.
For additional information on the Company's properties, refer to the summary of
appraised values on page 3 and Schedule III - Real Estate and Accumulated
Depreciation on pages 64 and 65.
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various claims and litigation, including those
arising from its ordinary conduct of business. Management is of the opinion that
the ultimate liability from these claims and litigation will not materially
affect the Company's consolidated financial condition or results of operation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S DEPOSITARY UNITS AND RELATED
SECURITY HOLDER MATTERS
Market Price and Distribution Data
Years ended December 31
<TABLE>
<CAPTION>
Market Price
----------------------------------
1997 1996 Distributions
- -----------------------------------------------------------------------------------------------------
Per unit High Low High Low 1997 1996
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
First quarter $ 18 1/8 $ 16 1/2 $ 18 3/4 $ 15 1/8 First quarter $.18 $.10
Second quarter 22 1/4 17 1/4 18 3/8 15 7/8 Second quarter .10 .10
Third quarter 24 7/8 21 1/2 17 3/4 15 Third quarter .10 .10
Fourth quarter 32 22 7/8 17 15 Fourth quarter .10 .10
- -----------------------------------------------------------------------------------------------------
Year's high and low $ 32 $ 16 1/2 $ 18 3/4 $ 15 Total distributions $.48 $.40
=====================================================================================================
1997 1996
- ----------------------------------------------------------
December 31, closing price $30 $16 7/8
==========================================================
</TABLE>
The Company's partnership units are traded on the New York and Pacific Stock
Exchanges under the ticker symbol NHL and, at December 31, 1997, the Company had
1,394 unitholders of record. The Company has paid uninterrupted quarterly cash
distributions since 1936. The declaration of any distribution and the amount
declared, is determined by the Board of Directors taking into account the
Company's earnings, cash requirements, financial condition and prospects.
9
<PAGE> 12
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992
- -----------------------------------------------------------------------------------------------------------------------------------
In thousands, except per unit, percentages and sales information
<S> <C> <C> <C> <C> <C> <C>
OPERATING RESULTS
Revenues $ 207,701 $ 220,186 $ 175,597 $ 134,268 $ 105,452 $ 128,182
Operating income 63,898 60,584 46,482 34,607 28,538 31,636
General and administrative expense (1) (10,268) (9,133) (8,547) (8,578) (7,710) (6,806)
Interest and other, net (9,137) (9,562) (10,618) (10,455) (8,031) (7,619)
Net income 44,493 41,889 27,317 15,574 12,797 17,211
Depreciation and amortization (included
in net income) (10,148) (8,857) (7,698) (7,690) (7,329) (6,471)
- -----------------------------------------------------------------------------------------------------------------------------------
PER UNIT INFORMATION
Net income $ 1.29 $ 1.19 $ .75 $ .42 $ .35 $ .47
Net income - assuming dilution 1.28 1.18 .75 .42 .35 .47
Distributions (including special) .48 .40 .40 .40 .40 .60
Partners' capital 4.21 3.48 3.14 3.06 3.03 3.08
Appraised value 25.25 23.35 23.32 21.86 21.04 22.01
Market price - high 32 18 3/4 17 17 1/4 17 1/2 20 3/8
low 16 1/2 15 12 1/8 12 13 1/2 12
year-end closing 30 16 7/8 17 12 1/8 16 14 1/4
- -----------------------------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION
Land under development $ 53,875 $ 63,266 $ 88,457 $ 87,423 $ 73,078 $ 50,127
Income-producing properties, net 227,203 182,641 134,504 135,858 134,384 161,615
Total assets 403,932 373,488 349,753 343,792 359,898 323,082
Mortgage and other debt 156,946 163,256 152,302 145,991 174,157 131,849
Other long-term obligations 40,393 37,544 36,270 30,922 33,414 28,609
Total liabilities 258,655 252,835 236,897 231,435 248,619 210,033
Partners' capital 145,277 120,653 112,856 112,357 111,279 113,049
Market capitalization at year end 1,035,810 585,575 610,470 445,727 588,112 523,830
- -----------------------------------------------------------------------------------------------------------------------------------
STATISTICS
Return on total book capital 15% 15% 10% 6% 4% 7%
Total debt as a percent of total book
capitalization 52% 58% 57% 57% 61% 54%
Total debt as a percent of total market
capitalization 13% 22% 20% 25% 23% 20%
Units outstanding - weighted average 34,520 35,292 36,241 36,757 36,757 36,759
- weighted average diluted 34,750 35,411 36,272 36,789 36,790 36,796
- year end 34,527 34,701 35,910 36,761 36,757 36,760
- -----------------------------------------------------------------------------------------------------------------------------------
SALES INFORMATION
Residential lots and homes sold 888 1,284(2) 1,233(2) 1,026(2) 113 487
Industrial and commercial acres sold 81.0 36.9 38.5 12.0 28.9 4.5
Farm acres sold 1,673 544 5,501 5,370 3,900 6,750
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes expense from unit ownership plans.
(2) Includes lots sold at McDowell Mountain Ranch in Arizona prior to the
sale of the project in 1996.
10
<PAGE> 13
<TABLE>
<CAPTION>
1991 1990 1989 1988 1987
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATING RESULTS
Revenues $ 150,762 $ 192,886 $ 234,450 $ 203,607 $ 177,511
Operating income 43,232 48,487 81,468 68,177 49,163
General and administrative expense (1) (8,749) (5,381) (10,880) (16,281) (8,436)
Interest and other, net (4,398) (4,728) (1,865) 1,722 (1,108)
Net income 30,085 38,378 68,723 53,618 39,619
Depreciation and amortization (included
in net income) (7,701) (8,441) (6,725) (5,149) (4,693)
- --------------------------------------------------------------------------------------------------------------------
PER UNIT INFORMATION
Net income $ .82 $ 1.03 $ 1.75 $ 1.36 $ .96
Net income - assuming dilution .82 1.02 1.74 1.35 .96
Distributions (including special) .80 .80 .85 .53 .43
Partners' capital 3.20 3.18 4.12 4.05 3.37
Appraised value 23.70 25.33 28.52 24.24 19.38
Market price - high 22 1/2 32 1/2 35 3/4 28 3/8 21 1/4
low 13 1/2 14 7/8 25 1/8 15 10 7/8
year-end closing 19 1/4 16 30 1/8 28 5/16 15
- --------------------------------------------------------------------------------------------------------------------
FINANCIAL POSITION
Land under development $ 67,769 $ 73,527 $ 94,510 $ 86,010 $ 66,164
Income-producing properties, net 116,875 91,783 92,365 71,205 40,032
Total assets 280,575 265,406 279,645 299,229 256,126
Mortgage and other debt 78,556 60,302 30,676 59,717 59,857
Other long-term obligations 27,762 25,920 16,867 15,277 13,640
Total liabilities 162,790 148,459 120,203 139,172 121,349
Partners' capital 117,785 116,947 159,442 160,057 134,777
Market capitalization at year end 707,534 588,080 1,166,048 1,119,476 600,000
- --------------------------------------------------------------------------------------------------------------------
STATISTICS
Return on total book capital 15% 22% 36% 24% 20%
Total debt as a percent of total book
capitalization 40% 34% 16% 27% 31%
Total debt as a percent of total market
capitalization 10% 9% 3% 5% 9%
Units outstanding - weighted average 36,755 37,393 39,286 39,561 41,220
- weighted average diluted 36,831 37,543 39,488 39,666 41,270
- year end 36,755 36,755 38,707 39,540 40,000
- --------------------------------------------------------------------------------------------------------------------
SALES INFORMATION
Residential lots and homes sold 233 540 812 733 540
Industrial and commercial acres sold 73.5 24.3 23.8 104.2 44.7
Farm acres sold 2,989 3,950 - - -
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE> 14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Years ended December 31, 1997, 1996 and 1995
RESULTS OF OPERATIONS
Net income increased to $44.5 million in 1997, the fourth consecutive year of
higher earnings. The continued upswing in the California economy resulted in
increased market demand and further improvements in all three segments of the
Company's real estate operations in Valencia - residential, commercial and
industrial. Residential lot and joint-venture home sales in Valencia reached an
eight-year high, as did absorption of industrial and commercial land.
The major contributors to the year's earnings were two strategic sales, a
208-unit apartment complex and a portion of the Suey Ranch, along with a high
margin sale of 366 entitled, unimproved residential lots. These three sales
added $53.2 million to revenues and $40.0 million to income in 1997. The primary
contributor to 1996 results was the sale of the McDowell Mountain Ranch project
for $43.6 million, adding $24.4 million to income.
With the continuation of the economic improvement in Southern California and
resulting strong real estate markets, the Company expects further improvement in
earnings in 1998. A five-year summary of revenues and operating income for each
of the Company's business segments is listed below:
FIVE YEAR SUMMARY
<TABLE>
<CAPTION>
Years ended December 31,
-------------------------------------------------------------
In thousands 1997 1996 1995 1994 1993
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Revenues Real estate
Residential home and land sales
Valencia $ 67,682 $ 79,533 $ 58,160 $ 36,022 $ 31,499
McDowell Mountain Ranch - 49,101 16,602 21,984 -
Industrial and 61,996 29,844 41,396 11,667 15,811
commercial sales
Commercial operations
Income-producing 33,404 28,742 28,704 28,835 24,762
properties
Valencia Water Company 11,170 9,762 8,631 6,479 6,426
Agriculture
Operations 15,487 16,459 14,676 17,481 17,042
Ranch sales 17,962 6,745 7,428 11,800 9,912
--------- --------- --------- --------- ---------
Total Revenues $ 207,701 $ 220,186 $ 175,597 $ 134,268 $ 105,452
========= ========= ========= ========= =========
Operating Income
Real estate
Residential home and land sales
Valencia $ 15,495 $ 14,116 $ 7,102 $ 4,487 $ 8,116
McDowell Mountain Ranch - 26,267 2,741 6,719 -
Industrial and 19,216 3,775 17,702 5,048 4,422
commercial sales
Community development (11,034) (11,670) (6,766) (6,679) (6,126)
Commercial operations
Income-producing 15,580 14,080 15,158 13,785 11,913
properties
Valencia Water Company 3,268 3,212 2,387 1,370 1,671
Agriculture
Operations 4,378 4,798 3,529 4,350 3,372
Ranch sales 16,995 6,006 4,629 9,227 5,170
Earthquake damage - - - (3,700) -
--------- --------- --------- --------- ---------
Total Operating Income $ 63,898 $ 60,584 $ 46,482 $ 34,607 $ 28,538
========= ========= ========= ========= =========
</TABLE>
12
<PAGE> 15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
RESIDENTIAL HOME AND LAND SALES
VALENCIA
Newhall Land's successful strategy of selling residential lots to merchant
builders and home sales through joint ventures continues to increase new home
absorption in Valencia. In 1997, new home sales in Valencia by all sellers
increased 20% to 657, the highest total since 1989, the peak of the last real
estate market cycle in Southern California. This was the fifth consecutive year
new home sales increased, reflecting the strengthened real estate market, a
wider range of choices and prices offered to homebuyers, and the growing
recognition that the master-planned community of Valencia offers a superior
quality of life. At December 31, 1997, merchant builders and the Company's
joint-venture partners combined had 171 homes in escrow, 217% higher than at the
close of 1996 and 144% higher than at December 31, 1995.
Revenues and income are recorded by the Company on residential lot sales when
title is transferred to the merchant builder who, in turn, builds homes for
sale. The Company also participates in home construction on lots it owns by
establishing joint ventures with builders who have created innovative new home
designs, targeting niche markets not met by merchant builders. Through the
joint-venture program, Newhall Land recognizes its portion of revenues and
income upon close of escrow to the homebuyer. The Company's participation in
joint ventures enables it to generate increased income as it receives a portion
of the homebuilding profits in return for sharing in the risk of homebuilding,
and in some cases, financing construction costs.
In 1997, a total of 888 home and lot sale closings were recorded by the Company
in Valencia, a 55% increase over the previous year. Results for 1996 also
included the sale of 491 entitled, unimproved residential lots in Castaic, a
community north of Valencia. The Company's strategy in an improving real estate
market is to accelerate the pace of development in Valencia through an expanded
merchant builder program to capture demand. As a result, joint ventures are
declining and accounted for only 15% of the Company's Valencia home and lot
closings in 1997 compared with 45% in 1996. This declining sales mix trend is
expected to continue in 1998. Continued improvement in lot and home sales is
dependent on economic conditions and, over the longer term, on the Company's
ability to secure the necessary entitlements that will allow it to offer
products that meet the needs of homebuyers.
Merchant Builder Program: The Company sold a total of 754 lots in Valencia to
merchant builders in 1997, an increase of 137% over 1996. These sales
contributed $38.1 million to revenues and $16.6 million to income. Gross profit
margins from these lot sales averaged 31% and return per net acre averaged
$131,000, excluding the high margin sale of 366 entitled, unimproved lots.
In 1996, 318 lots in Valencia were sold to merchant builders adding $21.9
million to revenues and $6.4 million to income. Gross profit margins from these
lot sales averaged just over 29% and return per net acre averaged $123,000, an
amount increased by the sale of 80 lots for a higher density, single-family
project. In addition, the sale of 491 entitled, unimproved residential lots on
Company-owned land in Castaic, a community north of Valencia, for $4.5 million
added $4.3 million to operating income. In 1995, a total of 261 residential lots
sold to merchant builders added $16.6 million to revenues and $5.3 million to
income. Gross profit margins on these sales averaged just over 30% and benefited
from the sale of 98 lots for a higher density, single-family project.
Deferred revenues of $1.4 million and income of $422,000 were recognized in 1997
from prior residential lot sales under percentage of completion accounting. In
1996 and 1995, deferred revenues of $1.9 million and $1.7 million and income of
$983,000 and $205,000 were recognized, respectively.
Merchant builders in Valencia closed escrow on 404 homes in 1997, 302 homes in
1996 and 235 homes in 1995. While the Company does not participate directly in
profits generated from escrow closings by merchant builders, the absorption of
these previously sold lots is key to the Company's future success in selling
additional lots.
The Company continues to attract additional merchant builders to Valencia
through its successful marketing program. During 1997, four new merchant
builders purchased land in Valencia, including two international firms. At
December 31, 1997, 37 residential lots were in escrow, which subsequently closed
in the first quarter of 1998. The Company is in active negotiations for the sale
of several parcels. At December 31, 1996, 123 residential lots were in escrow
and at the end of 1995, 491 unimproved lots in Castaic were in escrow.
The Company has an inventory of over 3,500 entitled residential lots and
approximately 7,400 lots in various stages of the governmental process. The
inventory of approved lots includes 458 homes in the next development area in
North River called Decoro Highlands and the first "lifestyle village," Lago de
Valencia, planned for 1,100 homes surrounding a lake, for which the Company
received final approvals in December. In addition, final approval was received
for 900 apartments and attached single-family homes on 32 acres in the South
River residential project adjacent to Valencia Town Center.
Joint-Venture Program: Escrow closings from six joint-venture projects totaled
134 homes in 1997, contributing $28.2 million to revenues and $2.9 million to
income. Three joint-venture projects were sold out during 1997 and
13
<PAGE> 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
one is expected to close out in early 1998. Average gross profit margins were
10% in 1997 with 40% of the closings being townhomes or condominiums
(multi-family) or higher density single family homes. The decline in
joint-venture escrow closings in 1997 is part of the Company's strategy to
concentrate on residential lot sales to merchant builders during strong real
estate markets. The joint-venture program closed 256 homes in 1996, adding $51.2
million to revenues and $5.4 million to income. Average gross profit margins of
10% were slightly lower in 1996 compared to 1995 because almost 60% of the
closings were from multi-family and higher density single-family homes. In 1995,
the joint-venture program closed 208 homes, adding $39.8 million to revenues and
$4.9 million to income with average gross profit margins of 12%.
During 1997, models opened on two new joint-venture projects. In May, a 72
single-family home joint venture opened in Valencia NorthPark with Warmington
Homes, and in December, models opened on Avignon for 76 upscale townhomes
adjacent to Valencia Country Club. Escrow closings at Avignon, a joint venture
with EPAC, are expected to start in the spring of 1998. Another joint-venture
project under construction with EPAC is Cheyenne, a 166-townhome development
near the popular Montana Townhomes project which sold out in 1996. At December
31, 1997, 23 joint-venture homes were in escrow compared with 10 joint-venture
homes in escrow at December 31, 1996 and 28 homes at the end of 1995.
At December 31, 1997, the Company's homebuilding partnerships had 61 homes under
construction, which were included in residential land under development
inventories, and there were no completed, unsold homes. At the end of 1996,
homebuilding partnerships had 70 completed, unsold homes available for sale
which included 44 in the Rose Arbor condominium project, built as a single
construction unit. At the end of 1995, there were 180 homes under construction
and 52 completed, unsold homes available for sale.
MCDOWELL MOUNTAIN RANCH
In April, 1996, the Company completed the sale of the McDowell Mountain Ranch
project in Scottsdale, Arizona. The sale contributed $43.6 million to revenues
and $24.7 million to income. Results for 1996 also included 219 lots sold prior
to sale of the planned community. Sale of these lots added $5.5 million to
revenues and $2.2 million to income. In 1995, 764 lots closed escrow to merchant
builders contributing $15.0 million to revenues and $5.4 million to operating
income, including lot premiums.
INDUSTRIAL AND COMMERCIAL SALES
Revenues and income from industrial and commercial land sales showed solid gains
for the second consecutive year after several slow years in a weak Southern
California industrial and office market. Sale of the Company's 208-unit
StoneCreek apartment complex was the largest contributor to industrial and
commercial sales in 1997. This sale, along with the Orchard Plaza Office
building added $20.5 million to revenues and $13.5 million to income. These
transactions are part of the Company's strategy of selling selective properties
to take advantage of market conditions and re-investing the proceeds in new
projects to maximize returns to unitholders.
Sales of nine industrial parcels totaling 62.0 acres and three industrial
buildings on 10.2 acres in 1997 represent an eight-year high for the Company.
These sales added $38.1 million to revenues and $7.8 million to income. Results
for 1997 also include the sale of three commercial parcels totaling 8.9 acres,
adding $3.2 million to revenues and $2.1 million to income.
In 1996, industrial and commercial land sales included 13 parcels totaling 36.9
acres, contributing $29.2 million to revenues and $7.7 million to operating
income. These sales included three industrial parcels and two industrial
buildings totaling 22.4 acres which sold for $18.9 million, adding $2.5 million
to income. The sale of eight commercial parcels totaling 14.5 acres for $10.3
million added $5.2 million to net income in 1996, including Valencia Autoplex,
an automotive service center which opened in early 1996. Results for 1996 also
included revenues of $600,000 and income of $275,000 recognized from prior
commercial land sales.
In 1995, 13.2 acres of industrial property sold contributed $10.8 million to
revenues and $1.8 million to income and included a 9.7-acre build-to-suit in
Valencia Commerce Center. The primary contributor to commercial sales in 1995
was the sale of Bouquet Shopping Center on 12.3 acres for $17.9 million, adding
$11.0 million to income. In addition, seven commercial parcels totaling 25.3
acres contributed $12.7 million and $6.5 million to revenues and income,
respectively. No deferred revenues or income from prior land sales were
recognized in 1995.
The vacancy rate in Valencia's two industrial parks averaged less than 1.0% in
1997. With more than 91 fully entitled acres available in these two parks, 195
acres tentatively approved and 289 approved and unmapped, adequate inventory
should be available to meet future anticipated demand. Final plans for a portion
of this land are subject to review by government agencies before development can
proceed.
14
<PAGE> 17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
At December 31, 1997, six parcels totaling 25.4 industrial acres, 16.8
commercial acres and one build-to-suit in Valencia Commerce Center were in
escrow for $21 million, with closings scheduled in 1998. The Company's ability
to complete sales in escrow and future land sales is subject to market and other
conditions beyond the control of the Company. At the end of 1997, industrial
buildings totaling 101,000 square feet were in various stages of development as
part of the Company's build-to-suit and build-to-lease program to increase
absorption of industrial land. At December 31, 1996, 2.1 commercial acres were
in escrow and, at the end of 1995, a 5.7-acre parcel in Valencia Industrial
Center and a 2.7-acre commercial parcel were in escrow.
On March 16, 1998, the Company announced that it has entered into an agreement
to sell Valencia Marketplace, a 720,000-square-foot, high-volume retail center,
where approximately 75% of the leaseable space is constructed and 84% leased.
The sale price is $111 million in cash and is expected to generate earnings of
$39 million upon completion of the center. At the close of escrow, revenues of
approximately $87 million and earnings of approximately $32 million will be
recognized under percentage of completion accounting. Additional revenues and
income will be recognized as the center is completed. Escrow is scheduled to
close later this year. The sale will represent a significant portion of the
Company's 1998 revenues and income.
COMMUNITY DEVELOPMENT
Newhall Land's community development activities are focused on securing the
necessary governmental land use approvals as well as an intensified strategic
marketing program to support the build-out of Valencia by 2005 and begin
development of Newhall Ranch, the next new town to be developed on the Company's
12,000 acres west of Valencia. The Company's ability to achieve its goals and
increase the pace of development is contingent upon obtaining the necessary
entitlement or governmental approvals.
In 1997, final approvals were received for 2,458 new homes in Valencia. These
included 458 homes in Decoro Highlands, the next major development in Valencia's
North River planning area; 900 apartments and single-family attached homes in
South River adjacent to Valencia Town Center; and 1,100 homes in Lago de
Valencia, a lake-oriented and the first of several planned "lifestyle villages."
These approvals will enable Valencia to offer a wider choice of options to
homebuyers. Also, final approval was received for 167,000 square feet of space
in Valencia Industrial Center and 636,000 square feet of retail/commercial
space.
In mid-December, the Los Angeles County Regional Planning Commission approved
the Specific Plan, the Environmental Impact Report and provided other related
approvals for the Company's 12,000-acre Newhall Ranch project. This 24,000-home
new town will contain commercial and business park uses within its five
villages. This approval was an important step in the entitlement process. The
next step in the approval process involves public hearings before the Los
Angeles County Board of Supervisors, which is expected to begin this spring. The
Company continues to work with the Regional Planning Commission on the
Development Agreement for the new community, which also is subject to approval
by the Los Angeles County Board of Supervisors.
The Company entered an agreement in 1996 with PGA Tour Golf Course Properties to
develop a Tournament Players Club (TPC) championship course in the proposed
Westridge Golf Course Community, west of Interstate 5 in Valencia. The 18-hole
public course will be designed, constructed and managed by PGA Tour Golf Course
Properties, and is expected to be the only TPC golf course located in Los
Angeles County. The Environmental Impact Report is expected to be released for
public review early in 1998, and the 1,700-home project is expected to go to the
Los Angeles County Planning Commission this spring and the Board of Supervisors
in late 1998. Plans for the project include a housing mix ranging from
apartments to large, custom homes surrounding the golf course.
With the Company's efforts in obtaining additional entitlements continuing at
high levels, community development expenses were approximately the same in 1997
as 1996. The 40% increase in community development expenses in 1996, excluding a
1995 recovery from a lawsuit settlement, reflects the Company's heightened focus
on activities to secure the necessary governmental land use approvals as well as
an intensified strategic marketing program to complete the build-out of
Valencia. Expenses for community development activities in 1995 were 42% above
the previous year, excluding a lawsuit recovery, due to the Company's
intensified strategic marketing and predevelopment programs to meet growth
targets.
The Company will continue to focus on obtaining additional residential
entitlements in Valencia to support the accelerated pace of development to meet
forecasted demand. Entitlement efforts for Newhall Ranch are expected to
escalate in 1998 as the Los Angeles County Board of Supervisors begins its
review process. Therefore, the Company expects community development expenses in
1998 to increase by approximately 20%.
15
<PAGE> 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
INCOME-PRODUCING PROPERTIES
The commercial portfolio is a relatively stable source of earnings and cash
flow, which provides debt capacity to grow the Company and working capital for
continuing operations. For 1997, revenues and income from commercial operations
increased 16% and 11%, respectively, over 1996.
Contributing to 1997 increases in revenues and income is the addition of new
properties including the 720,000-square-foot Valencia Marketplace where Circuit
City, Payless Shoe Source, Vons supermarket, Nurseryland, several restaurants
and small retailers joined Wal*Mart, Sport Chalet, Toys R Us and Staples, which
opened in the fourth quarter of 1996. Including space occupied and under
development, the center is currently 83% leased. Completion of Valencia
Marketplace is scheduled for 1998.
At December 31, 1997, occupancy at Valencia Town Center shopping mall was 99%,
including short-term tenants. River Oaks and Castaic Village neighborhood
shopping centers were 96% and 97% leased, respectively. At River Oaks, Mimi's
Cafe will open in 1998 and the shopping center is scheduled for remodeling this
summer. NorthPark Village Square, the Company's newest neighborhood shopping
center, is fully leased and undergoing further expansion to accommodate
Rite-Aid, the nation's largest drug store chain, which is scheduled to open
mid-1998. Rite-Aid has leased 16,700 square feet of space, joining Ralphs
supermarket as anchor tenants, plus an additional 5,600 square feet of leaseable
space will be constructed in 1998.
Plaza del Rancho, a 53,000-square-foot mixed-use project which opened in
mid-1997 in Valencia Industrial Center near the high school, is 85% leased.
Valley Business Center, a 56,800-square-foot mixed-use project, and the Bank of
America building adjacent to Newhall Land's headquarters are fully occupied and
the three-story office building in Valencia Town Center, completed in 1996, is
now 65% leased.
The Company's three apartment complexes all enjoyed high occupancy rates
throughout 1997 with over 98% average occupancy at year-end. Demand for rental
units is high and rents have been increased an average of 9% for new tenants
through January, 1998. The 264 units at SkyCrest opened at the end of 1996 and
were absorbed with little effect on other apartment complexes. This strong
demand is continuing and additional apartment complexes are planned. The first,
a 210-unit complex in Valencia Town Center, will start construction in 1998 and
will be completed in early 1999. In 1997, the 208-unit StoneCreek apartment
complex was sold as part of the Company's strategy to selectively sell mature
properties in strong markets.
Development activity is focused in Valencia Town Center along Town Center Drive,
a mixed-use "main street" extending from the Company's regional shopping mall
west past the 250-room Hyatt Valencia Hotel, currently under construction, and
Spectrum health club, which opened in June, 1997. Construction also is underway
on a six-story office building where Princess Cruises has entered into a
long-term lease with the Company to occupy the top five floors, with the ground
floor reserved for retail. Princess Cruises will relocate 600 employees to
Valencia this fall, when completion is expected. In addition, a
26,000-square-foot office/retail building and a 100,000-square-foot
entertainment center with an IMAX 3D Theatre, 12 additional screens, restaurants
and retail shops are in various stages of development. Another 60,000 square
feet of retail space is under construction in Valencia Town Center. These
additions to the income portfolio will contribute additional revenues and income
in 1998.
In 1996, income from the Company's commercial operations declined slightly due
to the sale of Bouquet Shopping Center in 1995 and reduced occupancy at Valencia
Town Center. In 1995, income increased 10%. The sale of the Bouquet Shopping
Center in June, 1995 was offset by high occupancy rates in all income
properties, including apartment complexes which benefited from rent increases
averaging 3%.
As the number of commercial income properties built each year increases, sales
of income properties are expected to be made on a selective basis allowing the
Company to realize a greater return on its investment in the income property
portfolio as a whole.
On March 16, 1998, the Company announced that it has entered into an agreement
to sell Valencia Marketplace with escrow scheduled to close later this year.
Earnings from income-producing properties in 1998 are expected to increase
slightly over 1997, assuming completion of the Valencia Marketplace sale later
in the year in addition to the scheduled completion of several new
income-producing properties currently under development, including the 250-room
Hyatt Valencia Hotel and a six-story office building for Princess Cruises.
VALENCIA WATER COMPANY
Valencia Water Company is a regulated public water utility and a wholly-owned
subsidiary of the Company serving approximately 18,000 metered customers in the
Valencia area. In 1997, a growing customer base contributed to a 14% increase in
revenues while income increased by only 2% due to higher operating expenses. In
1996, revenues and income increased 13% and 35%, respectively, due to a broader
customer base and a 4%
16
<PAGE> 19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
rate increase effective January 1, 1996. Revenues and income from the water
utility increased 33% and 74%, respectively, in 1995 due to a 30% rate increase
effective January 1, 1995, and a disaster recovery surcharge.
AGRICULTURAL OPERATIONS
Agricultural revenues and income, including the Company's energy operations,
declined 6% and 9%, respectively, primarily due to the sale of grape vineyards
at the Suey Ranch. The decreases were partially offset by high prices and yields
from citrus crops. In 1996, revenues and income increased 12% and 36%,
respectively, from the prior year due to excellent prices and yields on avocados
which provided record income. For 1995, revenues decreased 16% and income
declined 19% from the previous year, primarily due to fewer acres being farmed
as a result of previously sold farmland.
RANCH SALES
The sale of 1,673 acres of vineyard and undeveloped land at the 38,000-acre Suey
Ranch in 1997 for $17.9 million added $17 million to income. In 1996, sale of
539 acres of crop land at the Suey Ranch for $6.5 million added $5.9 million to
income and a 4.5-acre parcel in northern California closed escrow for $600,000,
contributing $472,000 to income. In 1995, sale of 5,501 acres at the Merced
Ranch for $7.4 million added $4.6 million to income.
An option on the remaining 3,940 acres on the Company's Merced Ranch, which was
expected to close escrow in the fourth quarter of 1997, has been cancelled. The
Company will continue to market the property for sale in 1998.
GENERAL AND ADMINISTRATIVE EXPENSE
Excluding a prior year non-cash charge for curtailment of a retirement plan for
directors, general and administrative expenses increased 5% in 1997, primarily
due to expenses related to the Company's efforts to secure additional large
landholdings for development. The $453,000 curtailment charge in 1996 was the
major contributor to a 7% increase in general and administrative expenses from
1995.
UNIT OWNERSHIP PLANS
In 1997, an expense of $1.2 million was recorded for increases in the market
price of partnership units in connection with appreciation rights on outstanding
non-qualified options granted prior to 1992. In 1996 and 1995, expense of
$12,000 and $30,000 respectively, was recorded for amortization of return rights
on restricted units which became fully amortized in 1996.
INTEREST AND OTHER
The major contributor to a 4% decrease in net interest expense in 1997 and a 10%
decrease in 1996 was the sale of the McDowell Mountain Ranch in April, 1996.
Interest expense for increased borrowings against a revolving mortgage facility
and lines of credit in 1996 was offset by interest capitalized to income
portfolio projects during their construction period. The Company expects net
interest expense to increase in 1998 as new income-producing properties are
completed.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
In 1997, the Company replaced its existing bank lines, totaling $119 million,
with a three-year, $200 million unsecured revolving line of credit bringing
total unsecured credit lines to $203 million. At December 31, 1997, a total of
$8.1 million was outstanding against unsecured credit lines and $40 million was
outstanding against a mortgage facility. Cash and cash equivalents totaled $2.8
million at December 31, 1997 with $178.2 million in available lines of credit to
fund development activities. Letters of credit against lines of credit totaled
$16.7 million at the end of 1997. The Company believes it has adequate sources
of cash from operations and debt capacity, including lines of credit, to finance
future operations plus take advantage of new development opportunities. At
December 31, 1997, there was no debt against raw land or land under development
inventories in Valencia.
There are no material commitments for capital expenditures other than the
Company's plans in the ordinary course of business to develop its portfolio of
income-producing properties. In 1997, a total of $69.4 million was invested in
portfolio development and the Company expects to invest $80 to $100 million in
1998. Construction of new income-producing properties on Company-owned land
creates additional debt capacity. It is the Company's policy to limit total debt
to approximately 60% of the value of the portfolio of income-producing
properties.
On March 16, 1998, the Company announced that it has entered into an agreement
to sell Valencia Marketplace, a 720,000-square-foot, high-volume retail center,
for $111 million in cash with escrow scheduled to close later this year. The
Company currently expects that funds from the sale will be used to reduce bank
debt and to develop new commercial projects, although the relative amounts to
be utilized for these respective purposes has not yet been determined.
17
<PAGE> 20
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
The following discussion relates to principal items in the Consolidated
Statement of Cash Flows:
OPERATING ACTIVITIES
Net cash provided by operating activities in 1997 totaled $100.3 million and
included sales of 888 residential lots and homes in Valencia plus 81.0 acres of
industrial and commercial land including three build-to-suit/lease buildings;
sale of a 208-unit apartment complex; and sale of 1,673 acres of land at the
Suey Ranch. Combined these sales provided $146.7 million in cash and $1.2
million in notes. In addition, notes totaling $10.2 million were collected from
land sales in prior years.
Expenditures for land under development inventories and home construction
totaled $66.8 million and were more than offset by $76.1 million in real estate
cost of sales relief. Inventory expenditures in Valencia were related to land
preparation and infrastructure to ready land for development or sale and home
construction advances for the Company's homebuilding partnerships. The Company's
net homebuilding investment totaled $11.8 million at the end of 1997.
In 1996, net cash by operating activities totaled $99.3 million and included
sales of 1,284 residential lots and homes in the Valencia area and McDowell
Mountain Ranch, plus 36.9 acres of industrial and commercial property including
two build-to-suit/lease properties; sale of the entire McDowell Mountain Ranch
planned community in Arizona; and sale of 539 acres of row crop land at the Suey
Ranch. Combined, these sales provided $133.8 million in cash and $12.8 million
in notes. In addition, notes totaling $7.2 million from land sales in prior
years were collected in 1996. Expenditures in 1996 for land under development
inventories totaled $75.4 million and were more than offset by $100.6 million
cost of sales relief including the sale of the McDowell Mountain Ranch project.
The Company's net homebuilding investment decreased 51% in 1996 to $12.4
million.
Net cash provided by operating activities in 1995 totaled $29.5 million and
included sales of 1,233 residential lots and homes in Valencia and McDowell
Mountain Ranch, 38.5 acres of commercial and industrial property including a
build-to-suit facility, Bouquet Shopping Center, and 5,501 acres at the Merced
Ranch. These sales provided the Company with $105.8 million in cash and $15.8
million in notes. Notes from prior land sales collected in 1995 totaled $6.9
million. Expenditures for land under development inventories totaling $80.9
million in 1995 were offset by real estate sales activity resulting in a $1.0
million net investment. The Company's net homebuilding investment totaled $25
million at the end of 1995.
INVESTING ACTIVITIES
Expenditures for income-producing properties under development in Valencia
totaled $69.4 million in 1997. Major expenditures included $22.8 million for
Valencia Marketplace, a 720,000-square-foot retail center; $12.5 million for the
250-room Hyatt Valencia hotel and 26,000-square-foot conference center; $13.1
million for industrial buildings under the build-to-suit/lease program; $6.3
million for a 264-unit apartment complex and $4.1 million for Plaza del Rancho,
a mixed-use project in Valencia Industrial Center.
The Company expects to invest $80 to $100 million for income-producing projects
in 1998 which will include approximately $15 million each to complete Valencia
Marketplace and the Hyatt Valencia hotel. In Valencia Town Center, approximately
$45 million will be invested to complete retail and commercial development along
with a 100,000 square-foot entertainment complex and a 210-unit apartment
complex.
Expenditures for income-producing properties during 1996 totaled $70.5 million.
Major expenditures included $25.0 million for construction of Valencia
Marketplace, a 720,000-square-foot, value-oriented retail center; $14.4 million
for three industrial buildings under the build-to-suit/lease program; $12.1
million for a 264-unit apartment complex, $4.6 million for a neighborhood
shopping center in Valencia NorthPark, $5.3 million for a 57,000-square-foot
office building and $2.9 million for a 55,000-square-foot sports and fitness
center in Valencia Town Center. In 1995, income property expenditures totaled
$8.5 million, including $7.1 million for eight new income-producing properties.
Purchase of property and equipment in 1997, 1996 and 1995 were primarily for
water utility construction. Expenditures in 1995 also included construction
costs for a new headquarters building for Valencia Water Company.
FINANCING ACTIVITIES
In 1997, the Company paid quarterly distributions totaling $16.6 million, or 48
cents per partnership unit, which included a special distribution of eight cents
per partnership unit relating to the 1996 sale of the McDowell Mountain Ranch
project. In 1996 and 1995, quarterly distributions of 40 cents per partnership
unit totaled $14.1 million and $14.5 million, respectively. The decline in the
total amount paid in 1996 is due to fewer units outstanding as result of the
Company's repurchase program. The declaration of distributions is reviewed by
the Board of Directors on a quarterly basis. The declaration of any
distribution, and the amount declared, is
18
<PAGE> 21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
determined by the Board of Directors taking into account the Company's earnings,
financial condition and prospects. The Company has repurchased its partnership
units over the three year period as follows: 1997 - 328,637 units for $5.7
million; 1996 - 1,228,078 units for $20.3 million; 1995 - 861,900 units for
$12.5 million.
In 1997, a $6 million scheduled principal payment was paid on an unsecured
financing with Metropolitan and borrowings against unsecured lines of credit
decreased by $1.4 million from the prior year. A $2.4 million increase in debt
is related to draws against a construction loan for the Company's homebuilding
partnership with Warmington Homes to construct 72 homes in Valencia NorthPark.
In conjunction with the sale of McDowell Mountain Ranch in April 1996, project
and bond debt totaling $16.3 million were assumed by the buyer. At December 31,
1996, borrowings outstanding against a revolving mortgage facility and lines of
credit totaled $49.5 million. The increase in borrowings was primarily for costs
associated with the Company's income-producing projects under development.
At December 31, 1995, borrowings outstanding against a $40 million revolving
mortgage facility totaled $16 million and no borrowings were outstanding against
unsecured lines of credit. At the end of 1995, $16.5 million had been expended
of the $17 million of improvement district bond proceeds for infrastructure
improvements at McDowell Mountain Ranch. After retirement for lots sold, $10.7
million of these improvement bonds remained as debt at the end of 1995, an
increase of $4.3 million. A principal reduction of $13.3 million was paid on a
portfolio mortgage financing from Prudential, secured by six of the Company's
commercial properties, in conjunction with the sale of the Bouquet Shopping
Center in June 1995.
YEAR 2000 ISSUE
The Company conducted a comprehensive review of its internal computer systems in
1997 to assess the Year 2000 issue. As a result of this review, and for other
strategic reasons, the Company is in the process of replacing its computerized
accounting system in 1998. The replacement cost of this new system is
approximately $1 million and will be capitalized and amortized over its useful
life. Modifications to other existing software to be Year 2000 compliant will be
expensed as incurred. The Company is working with its primary vendors to receive
confirmation on their Year 2000 compliance as well. The Company anticipates
substantial completion of changes for the Year 2000 issue by December 31, 1998,
allowing adequate time for testing. The Company does not expect total
expenditures for the above to have a material impact on its results of
operations, liquidity or capital resources.
INFLATION, RISKS AND RELATED FACTORS
Newhall Land's 1997 Annual Report contains forward-looking statements regarding
the status of proposed or pending sales and rental activity, future planned
development, plus the long-term growth goals for the Company. These
forward-looking statements made in this report are based on present trends the
Company is experiencing in residential, industrial and commercial markets. Also,
the Company's success in obtaining entitlements, governmental and environmental
regulations, timing of escrow closings, expansion of its income portfolio and
marketplace acceptance of its business strategies are among the factors that
could affect results. The following risks and related factors, among others,
should be taken into consideration in evaluating the future prospects for the
Company. Actual results may materially differ from those predicted.
Sales of Real Estate: The majority of the Company's revenues are generated by
its real estate operations. The ability of the Company to consummate sales of
real estate is dependent on various factors, including but not limited to
availability of financing to the buyer, regulatory and legal issues and
successful completion of the buyer's due diligence. The fact that a real estate
transaction has entered escrow does not necessarily mean that the transaction
will ultimately close. Therefore, the timing of sales may differ from that
anticipated by the Company. The inability to close sales as anticipated could
adversely impact the recognition of revenue in any specific period.
Economic Conditions: Real estate development is significantly impacted by
general and local economic conditions which are beyond the control of the
Company. The Company's real estate operations are concentrated in Southern
California. The regional economy is profoundly affected by the entertainment,
technology and certain other segments, which have been known to affect the
region's demographics. Consequently, all sectors of real estate development for
the Company tend to be cyclical. While the economy of Southern California has
shown improvements recently, there can be no assurances that present trends will
continue.
Interest Rates and Financing: Fluctuations in interest rates and the
availability of financing have an important impact on the Company's performance.
Sales of the Company's projects could be adversely impacted by the inability of
buyers to obtain adequate financing. Further, the Company's real estate
development activities are dependent on the availability of adequate sources of
capital. Certain of the Company's credit facilities bear interest at variable
rates and would be negatively impacted by increasing interest rates.
19
<PAGE> 22
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
Competition: The sale and leasing of residential, industrial and commercial real
estate is highly competitive, with competition coming from numerous and varied
sources. The degree of competition is affected by such factors as the supply of
real estate available which is comparable to that sold and leased by the Company
and the level of demand for such real estate. While the Company recently has
continued to increase its market share at both the local and the county level,
new competition is expected to deliver competing projects in the future that
could reverse this trend.
Geographic Concentration: With the 1996 sale of McDowell Mountain Ranch, the
Company's real estate development activities currently are focused on its 20,000
acres in Los Angeles County, 30 miles north of Los Angeles. The Company's entire
commercial income portfolio is located in the Valencia area. Therefore, any
factors affecting that concentrated area, such as changes in the housing market
or environmental factors, including seismic activity, which cannot be predicted
with certainty, could affect future results.
Government Regulation and Entitlement Risks: In developing its projects, the
Company must obtain the approval of numerous governmental authorities regulating
such matters as permitted land uses, density and traffic, and the providing of
utility services such as electricity, water and waste disposal. In addition, the
Company is subject to a variety of federal, state and local laws and regulations
concerning protection of health and the environment. This government regulation
affects the types of projects which can be pursued by the Company and increases
the cost of development and ownership. The Company devotes substantial financial
and managerial resources to complying with these requirements. To varying
degrees, certain permits and approvals will be required to complete the
developments currently being undertaken, or planned by the Company. Furthermore,
the timing, cost and scope of planned projects may be subject to legal
challenges, particularly large projects with regional impacts. In addition, the
continued effectiveness of permits already granted is subject to factors such as
changes in policies, rules and regulations and their interpretation and
application. The ability to obtain necessary approvals and permits for its
projects can be beyond the Company's control and could restrict or prevent
development of otherwise desirable new properties. The Company's results of
operations in any period will be affected by the amount of entitled properties
the Company has in inventory.
Inflation: The Company believes it is well positioned against any effects of
inflation. Historically, during periods of inflation, the Company has been able
to increase selling prices of properties to offset rising costs of land
development and construction. Recently, there has been a slight improvement in
land values in California while costs have remained relatively constant. A
portion of the commercial income portfolio is protected from inflation since
percentage rent clauses in the Company's leases tend to adjust rental receipts
for inflation, while the underlying value of commercial properties has tended to
rise over the long term.
20
<PAGE> 23
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS INCLUDED IN ITEM 8:
Report of Independent Auditors
Consolidated Statements of Income for the years ended
December 31, 1997, 1996 and 1995
Consolidated Balance Sheets at
December 31, 1997 and 1996
Consolidated Statements of Cash Flows for the years
ended December 31, 1997, 1996 and 1995
Consolidated Statements of Changes in Partners' Capital
for the years ended December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
21
<PAGE> 24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
REPORT OF INDEPENDENT AUDITORS
The Board of Directors of Newhall Management Corporation and Partners of The
Newhall Land and Farming Company:
We have audited the accompanying consolidated balance sheets of The Newhall Land
and Farming Company and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of income, changes in partners' capital, and
cash flows for each of the years in the three-year period ended December 31,
1997. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Newhall Land and
Farming Company and subsidiaries as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1997, in conformity with generally accepted
accounting principles.
Los Angeles, California /s/ KPMG Peat Marwick LLP
January 21, 1998
22
<PAGE> 25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
Consolidated Statements of Income
<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------------------
In thousands, except per unit 1997 1996 1995
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues
Real estate
Residential home and land sales
Valencia $ 67,682 $ 79,533 $ 58,160
McDowell Mountain Ranch - 49,101 16,602
Industrial and commercial sales 61,996 29,844 41,396
Commercial operations
Income-producing properties 33,404 28,742 28,704
Valencia Water Company 11,170 9,762 8,631
Agriculture
Operations 15,487 16,459 14,676
Ranch sales 17,962 6,745 7,428
- -----------------------------------------------------------------------------------------
Total Revenues 207,701 220,186 175,597
- -----------------------------------------------------------------------------------------
Operating Expenses
Real estate
Residential home and land sales
Valencia 52,187 65,417 51,058
McDowell Mountain Ranch - 22,834 13,861
Industrial and commercial sales 42,780 26,069 23,694
Community development 11,034 11,670 6,766
Commercial operations
Income-producing properties 17,824 14,662 13,546
Valencia Water Company 7,902 6,550 6,244
Agriculture
Operations 11,109 11,661 11,147
Ranch sales 967 739 2,799
- -----------------------------------------------------------------------------------------
Total Operating Expenses 143,803 159,602 129,115
- -----------------------------------------------------------------------------------------
Operating Income 63,898 60,584 46,482
General and administrative expense (9,068) (9,121) (8,517)
Expense from unit ownership plans (1,200) (12) (30)
Interest and other, net (9,137) (9,562) (10,618)
- -----------------------------------------------------------------------------------------
Net Income $ 44,493 $ 41,889 $ 27,317
=========================================================================================
Net Income Per Unit $ 1.29 $ 1.19 $ .75
=========================================================================================
Net Income Per Unit - Assuming Dilution $ 1.28 $ 1.18 $ .75
=========================================================================================
</TABLE>
See notes to consolidated financial statements
23
<PAGE> 26
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
Consolidated Balance Sheets
<TABLE>
<CAPTION>
December 31,
--------------------------
In thousands 1997 1996
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and cash equivalents $ 2,770 $ 2,412
Accounts and notes receivable 19,027 25,557
Land under development 53,875 63,266
Land held for future development 32,551 32,357
Income-producing properties, net 227,203 182,641
Property and equipment, net 54,876 54,108
Other assets and deferred charges 13,630 13,147
- ------------------------------------------------------------------------------------------------------------
$403,932 $373,488
============================================================================================================
Liabilities and Partners' Capital
Accounts payable $ 18,529 $ 11,451
Accrued expenses 39,635 38,101
Deferred revenues 3,152 2,483
Mortgage and other debt 156,946 163,256
Advances and contributions from developers for utility construction 18,845 18,371
Other liabilities 21,548 19,173
- ------------------------------------------------------------------------------------------------------------
Total liabilities 258,655 252,835
Commitments and contingencies (Note 9)
Partners' capital
34,527 units outstanding, excluding 2,245 units in treasury, at
December 31, 1997 and 34,701 units outstanding,
excluding 2,071 units in treasury at December 31, 1996 145,277 120,653
- ------------------------------------------------------------------------------------------------------------
$403,932 $373,488
============================================================================================================
</TABLE>
See notes to consolidated financial statements
24
<PAGE> 27
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Years ended December 31,
------------------------------------------
In thousands 1997 1996 1995
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income $ 44,493 $ 41,889 $ 27,317
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 10,148 8,857 7,698
Decrease (increase) in land under development 9,391 25,191 (1,034)
Decrease (increase) in accounts and notes receivable 6,530 (401) (6,617)
Increase (decrease) in accounts payable,
accrued expenses and deferred revenues 9,281 3,710 (6,197)
Cost of property sold 18,334 17,521 12,608
Other adjustments, net 2,134 2,561 (4,253)
- ---------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 100,311 99,328 29,522
- ---------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities:
Development of income-producing properties (69,403) (70,471) (8,503)
Purchase of property and equipment (4,853) (8,813) (8,479)
Distribution from (investment in) joint venture 8 (43) 262
- ---------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (74,248) (79,327) (16,720)
- ---------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Distributions paid (16,588) (14,122) (14,527)
Borrowings on mortgage and other debt 2,389 34,871 22,645
Repayment of mortgage and other debt (8,699) (23,917) (16,334)
Increase in advances and contributions from
developers for utility construction 474 2,193 4,154
Purchase of partnership units (5,746) (20,277) (12,518)
Other, net 2,465 (622) 407
- ---------------------------------------------------------------------------------------------------------------
Net cash used by financing activities (25,705) (21,874) (16,173)
- ---------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash and Cash Equivalents 358 (1,873) (3,371)
Cash and Cash Equivalents, Beginning of Year 2,412 4,285 7,656
- ---------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents, End of Year $ 2,770 $ 2,412 $ 4,285
===============================================================================================================
Supplemental Disclosure of Cash Flow Information:
Interest paid (net of amount capitalized) $ 10,273 $ 10,938 $ 10,306
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements
25
<PAGE> 28
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
Consolidated Statements of Changes in Partners' Capital
<TABLE>
<CAPTION>
Number Partners'
In thousands of Units Capital
- --------------------------------------------------------------------------------
<S> <C> <C>
Balance at December 31, 1994 36,761 $ 112,357
Net income 27,317
Distributions (14,527)
Purchase of partnership units (862) (12,518)
Other activity, net 11 227
- --------------------------------------------------------------------------------
Balance at December 31, 1995 35,910 112,856
Net income 41,889
Distributions (14,122)
Purchase of partnership units (1,228) (20,277)
Other activity, net 19 307
- --------------------------------------------------------------------------------
Balance at December 31, 1996 34,701 120,653
Net income 44,493
Distributions (16,588)
Purchase of partnership units (329) (5,746)
Other activity, net 155 2,465
- --------------------------------------------------------------------------------
Balance at December 31, 1997 34,527 $ 145,277
================================================================================
</TABLE>
See notes to consolidated financial statements
26
<PAGE> 29
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1997
- --------------------------------------------------------------------------------
NOTE 1. ORGANIZATION
The Newhall Land and Farming Company, a California Limited Partnership ("the
Company" or "the Partnership"), is organized as a publicly traded master limited
partnership. The general partners of the Company are Newhall Management Limited
Partnership, the Managing General Partner, and Newhall General Partnership. Two
executive officers and the Managing General Partner are the general partners of
Newhall General Partnership.
- --------------------------------------------------------------------------------
NOTE 2. INDUSTRY SEGMENTS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations: The Company operates in two reportable industry segments:
real estate and agriculture. Real estate, consisting of community development
including residential land sales and homebuilding, commercial and industrial
land sales, and development and operation of commercial property, is the
Company's predominant industry segment. The principal markets for residential
land sales are in the Valencia area of Southern California, approximately 30
miles north of downtown Los Angeles. Homebuilding, commercial and industrial
land sales and commercial operations are concentrated in the Valencia area.
Agriculture consists primarily of farming operations conducted on the Company's
ranches in California.
Information as to identifiable assets, capital expenditures and depreciation for
these segments is summarized in Note 10. Significant accounting policies related
to the Company's segments are:
Residential Home Sales: The Company's income from residential home sales comes
from sales of completed single- and multi-family homes to homebuyers through
joint ventures and limited partnerships. The Company increases its inventories
of homes completed or under construction with venture partners as it funds the
venture obligation and records revenues and income as the venture closes escrow
on sales to homebuyers.
Land Sales: Sales are recorded at the time escrow is closed provided that: (1)
there has been a minimum down payment, ranging from 20% to 25% depending upon
the type of property sold, (2) the buyer has met adequate continuing investment
criteria, and (3) the Company, as the seller, has no continuing involvement in
the property. Where the Company has an obligation to complete certain future
development, revenue is deferred in the ratio of the cost of development to be
completed to the total cost of the property being sold under percentage of
completion accounting. Land under development inventories include land, direct
and allocated construction costs for land and infrastructure development plus
project amenities. As land is sold, estimated total costs at completion for the
specific project are charged ratably to cost of sales.
Income-Producing Properties: The Company owns and leases apartments, commercial
and industrial buildings, shopping centers and land to tenants. Except for
apartments, rents are typically based on the greater of a percentage of the
lessee's gross revenues or a minimum rent. Most lease agreements require that
the lessee pay all taxes, maintenance, insurance and certain other operating
expenses applicable to leased properties. Apartments are rented on six-month
leases and continue on a month-to-month basis thereafter.
Valencia Water Company: Valencia Water Company (a California corporation), a
wholly-owned subsidiary, is a public water utility subject to regulation by the
California Public Utilities Commission. Water utility revenues include amounts
billed monthly to customers and an estimated amount of unbilled revenues. Income
taxes are included in operating expenses. Deferred income taxes are reflected in
the consolidated financial statements.
Community Development: Preliminary planning and entitlement costs are charged
to expense when incurred. After tentative map approval, expenditures for map
recordation are capitalized to the identified project.
Agriculture Operations: Revenue is recognized as crops are delivered to farm
cooperatives and other purchasers. Crops delivered to farm cooperatives are
marketed throughout the year after harvest. At the time of delivery, the Company
estimates the proceeds to be received from the cooperatives and records these
amounts as unbilled receivables. During the year following harvest, the Company
records any adjustments of such estimated amounts arising from changing market
conditions. Net income for the years ended December 31,
27
<PAGE> 30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
1997, 1996, and 1995 increased approximately $288,000, $336,000 and $658,000,
respectively, as a result of such adjustments. Costs incurred during the
development stage of orchard and vineyard crops (ranging from 3 to 10 years) are
capitalized and amortized over the productive life of the trees or vines.
Farming costs which cannot be readily identified with a specific harvested crop
or other revenue-producing activity are expensed as incurred.
Farming inventories include crops in process and harvested crops and are valued
at the lower of cost or market, determined on the first-in, first-out method.
OTHER GENERAL ACCOUNTING POLICIES ARE:
Basis of Consolidation: The consolidated financial statements include the
accounts of the Company, its wholly-owned subsidiaries and homebuilding joint
ventures. All significant intercompany balances and transactions are eliminated.
Certain reclassifications have been made to prior years' amounts to conform to
the current year presentation.
Joint Venture: The equity method is used to account for an investment in a
joint venture with Hilton Inns, Inc. which is not controlled by the Company.
Cash and Cash Equivalents: The Company considers all highly liquid investments
with original maturity dates of 90 days or less to be cash equivalents.
Income-Producing Properties; Property and Equipment: Property is stated at cost,
less proceeds from sales of easements and rights of way. Depreciation is
provided on the straight-line basis over the estimated useful lives of the
various assets without regard to salvage value. Lives used for calculating
depreciation are as follows: buildings - 25 to 40 years; equipment - 3 to 10
years; water supply systems, orchards and other - 5 to 75 years.
Impairment of Assets: The Company adopted the provisions of SFAS No.
121--Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, on January 1, 1996. Land, land under development
inventories and completed real estate projects have been reviewed for
recoverability. Because the sum of the expected future net cash flows
(undiscounted and without interest charges) exceeds the carrying value of the
assets, no impairment loss was recognized in 1997 or 1996.
Environmental Matters: Environmental clean-up costs are charged to expense or
established reserves and are not capitalized. Generally, reserves are recorded
for environmental clean-up costs when remediation efforts are probable and can
be reasonably estimated. To date, environmental clean-up costs have not been
material.
Management's Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
certain estimates and assumptions. These affect the reported amounts of assets
and liabilities, the disclosure of any contingent assets or liabilities and the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from the estimates made.
Income Taxes: The partnership is not a taxable entity; accordingly, no provision
for income taxes has been made in the consolidated financial statements.
Partners are taxed on their allocable share of the Company's earnings. Partners'
distributive share of the income, gain, loss, deduction and credit of the
Company is reportable on their income tax returns.
The Revenue Act of 1987 contained provisions which, in some cases, taxes
publicly traded partnerships as corporations. Since the Company was in existence
on December 17, 1987, it will continue to be treated as a partnership for the
1987 through 1997 taxable years. Beginning in 1998, 90% of the partnership's
gross income must be derived from rent, sales of real estate, interest, and
income from other "natural resources" as provided in Internal Revenue Section
7704. The partnership's gross income currently qualifies under this provision
and the Company expects to continue to be taxed as a partnership for the
foreseeable future.
28
<PAGE> 31
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
Amounts per Partnership Unit: The following is a reconciliation of the
numerators and denominators of the basic and diluted income per unit
computations:
<TABLE>
<CAPTION>
Income Units Per Unit
(in 000's except per unit) (numerator) (denominator)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
For the year ended December 31, 1997
Net income per unit
Net income available to unitholders $44,493 34,520 $1.29
Effect of dilutive securities
Unit options -- 230 (.01)
- --------------------------------------------------------------------------------
Net income per unit - diluted $44,493 34,750 $1.28
- ---------------------------------------------===================================
For the year ended December 31, 1996
Net income per unit
Net income available to unitholders $41,889 35,292 $1.19
Effect of dilutive securities
Unit options -- 119 (.01)
- --------------------------------------------------------------------------------
Net income per unit - diluted $41,889 35,411 $1.18
- ---------------------------------------------===================================
For the year ended December 31, 1995
Net income per unit
Net income available to unitholders $27,317 36,241 $ .75
Effect of dilutive securities
Unit options -- 31 --
- --------------------------------------------------------------------------------
Net income per unit - diluted $27,317 36,272 $ .75
- ---------------------------------------------===================================
</TABLE>
Net income per unit for prior years has been restated to conform with the
requirements of SFAS No. 128 - Earnings Per Share.
New Accounting Pronouncement: SFAS No. 131 - Disclosure about Segments of an
Enterprise and Related Information is effective for fiscal years beginning after
December 15, 1997. The Company will comply with all required disclosures of this
pronouncement in 1998. This is the only new pronouncement applicable to the
Company to be adopted.
- --------------------------------------------------------------------------------
NOTE 3. FEDERAL INCOME TAX RESULTS OF THE PARTNERSHIP
The Partnership has elected under Section 754 of the Internal Revenue Code to
adjust the basis of property upon the purchase of units by investors. For
investors who purchase units, this election provides for the reflection of the
investor's price of the units in the tax basis of the Partnership's properties.
The excess of the purchase price over the monetary assets and liabilities is
allocated to real estate assets and results in a new basis which is used to
calculate operating expenses for tax purposes.
At December 31, 1997, the net tax basis of the Company's assets and liabilities
exceeded the Company's financial statement basis of its assets and liabilities
by $186,192,000. This excess amount does not reflect the step-up in asset basis
allocated to individual partners upon purchase of units subsequent to the
formation of the Partnership.
The Partnership's tax returns for the past four years are subject to examination
by federal and state taxing authorities. Because many types of transactions are
susceptible to varying interpretations under federal and state income tax laws
and regulations, the tax basis amounts may be subject to change at a later date
upon final determination by the taxing authorities.
29
<PAGE> 32
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
- --------------------------------------------------------------------------------
NOTE 4. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair values of the Company's financial instruments are as follows:
<TABLE>
<CAPTION>
December 31,
-----------------------------------------------------
1997 1996
- --------------------------------------------------------------------------------------
Carrying Fair Carrying Fair
In thousands Amount Value Amount Value
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Notes receivable from
land sales $ 10,339 $ 10,339 $ 20,546 $ 20,546
Mortgage and other debt 156,946 156,946 163,256 163,256
Advances from developers
for utility construction 11,730 2,895 12,149 2,927
=====================================================
</TABLE>
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:
Cash and Cash Equivalents; Accounts Receivable and Payable: The carrying amounts
approximate the fair values of these instruments due to their short-term nature.
Notes Receivable from Land Sales: The carrying amounts of notes receivable
approximate fair value. Generally, these notes are interest-bearing with
maturities of less than one year from close of escrow. If applicable, the
carrying amount reflects imputed interest to reduce the note receivable to its
fair value.
Mortgage and Other Debt: The carrying amount of the Company's debt reflects its
fair value based on current interest rates available to the Company for
comparable debt. See Note 7 for interest rates on outstanding debt.
Advances from Developers for Utility Construction: Generally, advances are
refundable to the developer without interest at the rate of 2.5% per year over
40 years. The fair value is estimated as the discounted value (12%) of the
future cash flows to be paid on the advances.
- --------------------------------------------------------------------------------
NOTE 5. COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS
<TABLE>
<CAPTION>
December 31,
--------------------------
In thousands 1997 1996
- --------------------------------------------------------------------------------
<S> <C> <C>
Accounts and notes receivable
Trade receivables, less allowance for doubtful
accounts of $654 and $662, respectively $ 1,513 $ 2,574
Notes receivable from land sales 10,339 20,546
Unbilled accounts receivable
Agricultural products 2,945 1,796
Other 565 423
Other 3,665 218
- --------------------------------------------------------------------------------
$19,027 $25,557
===========================
Land under development
Valencia
Residential land development $ 3,700 $ 4,347
Homes completed or under construction
with venture partners 11,799 12,371
Industrial and commercial land development 38,190 46,326
Agriculture 186 222
- --------------------------------------------------------------------------------
$53,875 $63,266
===========================
</TABLE>
Note 5 continued on next page
30
<PAGE> 33
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
<TABLE>
<CAPTION>
Note 5 (continued) December 31,
---------------------------
In thousands 1997 1996
- ----------------------------------------------------------------------------
<S> <C> <C>
Income-producing properties
Land $ 45,873 $ 40,832
Buildings 106,552 93,901
Other 15,062 12,872
- ----------------------------------------------------------------------------
167,487 147,605
Accumulated depreciation (35,431) (32,552)
- ----------------------------------------------------------------------------
132,056 115,053
Under development 95,147 67,588
- ----------------------------------------------------------------------------
$ 227,203 $ 182,641
===============================
Property and equipment
Land $ 5,004 $ 4,973
Buildings 5,600 5,580
Equipment 9,232 9,162
Water supply systems, orchards and other 66,857 66,863
Construction in progress 2,595 1,618
- ----------------------------------------------------------------------------
89,288 88,196
Accumulated depreciation (34,412) (34,088)
- ----------------------------------------------------------------------------
$ 54,876 $ 54,108
===============================
Other assets and deferred charges
Prepaid expenses $ 1,091 $ 1,526
Investment in joint venture 490 498
Unamortized loan fees 1,211 655
Deferred charges and assets of
Valencia Water Company 5,243 5,841
Other 5,595 4,627
- ----------------------------------------------------------------------------
$ 13,630 $ 13,147
===============================
Accrued expenses
Deferred compensation $ 6,161 $ 4,808
Operating and other accruals 4,898 5,187
Project accruals 24,241 22,362
Other 4,335 5,744
- ----------------------------------------------------------------------------
$ 39,635 $ 38,101
===============================
Other liabilities
Warranty and other reserves $ 6,743 $ 6,442
Deferred taxes of Valencia Water Company 5,700 5,618
Other 9,105 7,113
- ----------------------------------------------------------------------------
$ 21,548 $ 19,173
===============================
</TABLE>
31
<PAGE> 34
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
- --------------------------------------------------------------------------------
NOTE 6. COMMERCIAL LEASES
Minimum lease payments to be received under non-cancelable operating leases as
of December 31, 1997 are as follows:
<TABLE>
<CAPTION>
In thousands
---------------------------------------------------------------------
<S> <C>
1998 $ 20,279
1999 19,849
2000 19,448
2001 18,962
2002 17,740
Thereafter 120,704
---------------------------------------------------------------------
$ 216,982 *
=========
</TABLE>
* This amount does not include contingent rentals which may be received under
certain leases based on lessee sales or apartment rentals. Contingent and
apartment rentals received for the years ended December 31, 1997, 1996, and
1995 were (in thousands) $9,934, $8,991, and $9,082, respectively.
- --------------------------------------------------------------------------------
NOTE 7. MORTGAGE AND OTHER DEBT
<TABLE>
<CAPTION>
Interest December 31,
-----------------------
In thousands Rates 1997 1996
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Unsecured lines of credit Variable $ 8,100 $ 9,500
Prudential (portfolio mortgage) 8.995% 45,306 45,873
Prudential (ranch mortgage) 8.45% 10,800 11,040
Pacific Life
(Valencia Water Company) 8.0% 11,000 11,000
Bank of America
(commercial mortgage) 7.95% 3,302 3,334
Metropolitan
(unsecured notes) 6.9% 18,000 24,000
Wells Fargo
(Valencia Town Center) Variable 40,000 40,000
Community facilities bonds
(Valencia Town Center) 4.5-7.5% 16,678 17,138
Bank of America
(homebuilding joint venture) 9.0% 3,760 1,371
- ---------------------------------------------------------------------------------
$156,946 $163,256
==========================
</TABLE>
In November, 1997, the Company replaced its existing bank lines, totaling $119
million, with a $200 million three-year, unsecured revolving line of credit led
by Wells Fargo and J.P. Morgan. The interest rate is LIBOR plus 1.2% and the
commitment fee is .25% per annum of the unused portion. In addition, the Company
has a $1 million line of credit with Valencia National Bank and a $2 million
line of credit with Wells Fargo which is restricted to use by Valencia Water
Company for working capital needs. Letters of credit outstanding against
available lines of credit totaled $16.7 million and $7.8 million, respectively,
at December 31, 1997 and 1996.
The Prudential portfolio mortgage is secured by five of the Company's commercial
properties. The terms of the note require monthly principal and interest
payments of $389,000 until maturity on March 1, 1999 when a principal balance of
approximately $44.6 million is due.
32
<PAGE> 35
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
The Prudential ranch mortgage is a non-recourse mortgage financing secured by
the 14,000-acre New Columbia Ranch property. The terms of the note call for
interest payments on each May 1 and November 1 and annual principal payments of
$240,000 until maturity on November 1, 2003.
Valencia Water Company has an $11 million financing with Pacific Life secured by
the utility's property and equipment. The terms of the financing call for
semi-annual interest payments with the principal payable in full at maturity on
June 1, 2009. The loan is not guaranteed by the Company.
The commercial mortgage with Bank of America is secured by a 50,000-square-foot
office building in the vicinity of Valencia Town Center. The terms call for
monthly principal and interest payments of $26,000 and a balloon payment of
approximately $3.1 million at maturity on February 1, 2001.
The terms of a $30 million, seven-year unsecured financing with a remaining
principal balance of $18 million, call for interest payments payable
semi-annually and principal payments in equal annual installments of $6 million.
The note matures on December 31, 2000.
The terms of the $40 million revolving mortgage credit facility call for a
commitment fee of .125% per annum of the unused portion. Borrowings bear
interest at LIBOR plus 1.0% or Wells Fargo's prime rate, at the election of the
Company. At December 31, 1997, the interest rate on the borrowings was 6.84%.
The credit facility expires in December, 1999.
In October 1992, tax-exempt community facilities bonds were issued to finance a
portion of the costs of certain public infrastructure improvements located
within or in the vicinity of Valencia Town Center, the Company's regional
shopping mall. The bonds will be repaid over 20 years from special taxes levied
on the mall property.
In December, 1996, the Company entered into a joint venture with Warmington
Homes to construct 72 homes in Valencia NorthPark. A construction loan was
obtained from Bank of America with a contractual maximum of $6.6 million and
interest at the prime rate plus .75%. The loan is guaranteed by Warmington Homes
and is non-recourse to the Company.
Annual maturities of long-term debt are approximately (in thousands) $7,410 in
1998, $51,544 in 1999, $6,935 in 2000, $4,159 in 2001, $1,060 in 2002 and
$33,978 thereafter. The unsecured lines of credit, the Wells Fargo/Morgan
Guaranty note and the Bank of America homebuilding loan are lines of credit with
no scheduled repayment terms.
Capitalized Interest and Interest Income: During 1997, 1996 and 1995, total
interest expense incurred amounted to (in thousands) $10,527, $10,325, and
$11,959, net of $2,252, $2,146, and $1,072, which was capitalized, respectively.
Interest income from investments and notes receivable totaled (in thousands)
$1,641 in 1997, $1,504 in 1996, and $1,744 in 1995.
- --------------------------------------------------------------------------------
NOTE 8. EMPLOYEE BENEFIT PLANS
Incentive Compensation Plan: Under the terms of the Company's Executive
Incentive Plan, the Board of Directors may authorize incentive compensation
awards to key management personnel of up to five percent of each year's income.
The Board of Directors authorized awards of $1,907,000, $1,481,000, and
$1,101,000 for the years ended December 31, 1997, 1996, and 1995, respectively.
Unit Compensation Plans: The Company has two unit-based compensation plans,
which are described below. The Company applies the provisions of APB Opinion No.
25 and related interpretations in accounting for its plans. Accordingly,
compensation expense is only recognized for market price fluctuations in
connection with option appreciation rights under the unit option plan. Had
compensation costs been determined consistent with SFAS No. 123, the Company's
net income and earnings per unit would have been reduced to the pro forma
amounts indicated below:
33
<PAGE> 36
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------------------
In thousands, except per unit 1997 1996 1995
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Income
As reported $ 44,493 $ 41,889 $ 27,317
Pro forma 43,489 41,503 27,205
Income Per Unit
As reported $ 1.28 $ 1.18 $ 0.75
Pro forma 1.25 1.17 0.75
============================================
</TABLE>
Pro forma net income reflects only options granted in 1997, 1996 and 1995.
Therefore, the full impact of calculating compensation cost for stock options
under SFAS No. 123 is not reflected in the pro forma net income amounts
presented above because compensation cost is reflected over the options' vesting
period of four years and compensation cost for options granted prior to January
1, 1995 is not considered.
Unit Option Plan: In January, 1995, the Board of Directors approved the 1995
Option/Award Plan, which superseded the Option, Appreciation Rights and
Restricted Units Plan. Under the terms of the Plan, an additional 600,000 units
may be granted as options, restricted units, unit rights or appreciation rights
to key employees. In November, 1997, the Plan was amended to increase the number
of units which may be granted by 3,050,000 units.
Options, restricted units or appreciation rights may not be granted at a price
below the market price on date of grant. Non-qualified options and appreciation
rights are exercisable 25% after the end of each of the first four years and
terminate in ten years. The following non-qualified, market price options, all
without appreciation rights, were granted: 1997 - 291,400; 1996 - 236,500; 1995
- - 222,050. In 1997, expense of $1.2 million was recorded and no expense or
recovery was recorded in 1996 or 1995 for market price fluctuations in
connection with option appreciation rights granted prior to 1991. Restricted
unit rights granted as part of the Company's Management Unit Ownership Program
vest 20% at the end of each of the first five years. The following restricted
unit rights were granted: 1997 - 4,580; 1996 - 778; 1995 - 1,288.
In November, 1997, the Board of Directors approved a premium price option
program for key executives tied to the performance of the Company's partnership
units. Options totaling 2.45 million units were granted to the Company's six top
executives. The number of options granted is larger than the Company's typical
market-price option program due to the increased risks associated with the
premium price and forfeiture provisions and is in lieu of market price options
for the six executives over the next three years. Under the terms of the
program, participants are granted options in two tranches each of which has a
five-year option life and becomes exercisable in three years but is subject to
forfeiture if certain performance criteria are not met.
The per unit weighted-average fair value of non-qualified, market price options
granted in 1997, 1996 and 1995 was $7.40, $6.06 and $4.50 on the date of grant
using the Black-Scholes option pricing model with the following weighted-average
assumptions: distribution yield of 3.0%, expected volatility of 29.3%, risk-free
interest rate of 6.0% and expected life 10 years; 1996 distribution yield of
3.0%, expected volatility of 29.8%, risk-free interest rate of 7.0% and expected
life 10 years; 1995 - distribution yield 3.1%, expected volatility 29.7%,
risk-free interest rate 6.35% and an expected life of 10 years.
The per unit weighted average fair value of premium price options granted in
1997 was $3.53 for the first tranche and $3.35 for the second tranche using the
Black-Scholes option pricing model with the following weighted average
assumptions: distribution yield of 1.6%, expected volatility of 21.0%, risk-free
interest rate of 6.40% and an expected life of five years.
34
<PAGE> 37
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
At December 31, 1997, 631,283 units were available for future grants. A summary
of the status of the Company's Option/Award Plan is presented below:
<TABLE>
<CAPTION>
Weighted Average
Units Exercise Price
- -------------------------------------------------------------------------
<S> <C> <C>
Outstanding at December 31, 1994 1,131,000 $ 17.96
Granted 223,338 13.01
Exercised (146,000) 12.66
Cancelled (62,975) 19.76
- -------------------------------------------------------------------------
Outstanding at December 31, 1995 1,145,363 17.57
Granted 237,278 16.75
Exercised (10,467) 14.63
Cancelled (106,376) 17.25
- -------------------------------------------------------------------------
Outstanding at December 31, 1996 1,265,798 17.46
Granted 2,745,980 31.33
Exercised (230,511) 16.09
Cancelled (41,584) 14.94
- -------------------------------------------------------------------------
Outstanding at December 31, 1997 3,739,683 $ 27.68
- ---------------------------------------==================================
</TABLE>
At December 31, 1997 and 1996, the number of options exercisable was 702,488 and
736,719, respectively, and the weighted average exercise price of those options
was $18.12 and $18.11, respectively.
The following summarizes information about outstanding options at December 31,
1997:
<TABLE>
<CAPTION>
Range of Number Weighted Average Weighted Average
Exercise Prices Outstanding Exercise Price Remaining Life
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$13.00-$16.75 727,738 $14.93 7.0
$19.75-$22.0625 406,000 $21.40 7.6
$29.50-$33.39 2,599,500 $32.29 4.8
</TABLE>
The following summarizes information about exercisable options at December 31,
1997:
<TABLE>
<CAPTION>
Range of Number Weighted Average
Exercise Prices Exercisable Exercise Price
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$13.00-$16.75 462,388 $14.61
$19.75-$22.0625 122,100 $19.85
$29.50-$33.39 118,000 $30.09
</TABLE>
Employee Unit Purchase Plan: A total of 250,000 units has been reserved for
issuance under the Company's Unit Purchase Plan. Under the terms of the plan,
employees may have up to 15% of their base salary withheld to purchase the
Company's partnership units. The purchase price is a specified percentage (no
less than 85% and no more than 100%, as determined by the Plan Administrator for
each purchase period) of the lower of the market price on the first day of the
purchase period or the last day of the purchase period.
Under the plan, the Company sold 6,049, 6,428 and 1,607 units to employees in
1997, 1996 and 1995, respectively. The weighted average fair value of these
units was $3.66 for 1997, $2.80 for 1996 and $3.01 for 1995 using the
Black-Scholes model with the following assumptions: expected life of seven
months due to salary withholdings throughout the year; distribution yield of
3.0% and expected volatility of 20.6% for all years; risk-free interest rate of
5.45% for 1997, 6.4% for 1996 and 3.49% for 1995; and an exercise price equal to
85% of the lower of the market price on the first day of the purchase period and
the market price on the last day of the purchase period.
Retirement Plans: The Retirement Plan is Company funded and is qualified under
ERISA. Generally, all employees of the Company and subsidiaries of the Company
are eligible to participate in the Retirement Plan after one year of employment
and attainment of age 21. Participants' benefits accumulated through December
35
<PAGE> 38
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
31, 1996 are calculated as 40.5% of the highest average annual earnings up to
Social Security covered compensation, plus 60% of average annual earnings in
excess of covered compensation, reduced pro rata for years of service less than
30. Benefits which accumulate after January 1, 1997 will be calculated as 32.4%
of the social security wage base and 48% of the excess over covered
compensation.
The Company's contribution to the Retirement Plan is determined by consulting
actuaries on the basis of customary actuarial considerations, including total
covered payroll of participants, benefits paid, earnings and appreciation in the
Retirement Plan funds.
The Board of Directors has adopted a Pension Restoration Plan, pursuant to which
the Company will pay any difference between the maximum amount payable under
ERISA and the amount otherwise payable under the Plan.
The Company's funding policy is to contribute no more than the maximum
tax-deductible amount. Plan assets are invested primarily in equity and fixed
income funds.
The weighted-average discount rate and rate of increase in future compensation
levels used in determining the actuarial present value of the projected benefit
obligations were 7% and 5% in 1997, 7.25% and 5% in 1996, and 7% and 5% in 1995,
respectively. The expected long-term rate of return on assets was 9% for each of
the three years ended 1997.
The Company also has a Supplemental Executive Retirement Plan and a Retirement
Plan for Directors. The additional pension cost for these plans was $124,000 in
1997, $690,000 in 1996, and $206,000 in 1995. In 1996, a settlement and
curtailment loss of $453,000 was incurred in connection with the termination of
the Retirement Plan for Directors and replacement with a Deferred Equity Plan
for Outside Directors. This loss is included in 1996 general and administrative
expenses.
The following table sets forth the plans' funded status and amounts recognized
in the Company's financial statements for the Retirement and the Pension
Restoration Plans:
<TABLE>
<CAPTION>
December 31,
------------------------------------------
In thousands 1997 1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Actuarial present value of
benefit obligations:
Accumulated benefit obligation,
including vested benefits of
$14,544, $13,612 and
$13,996, respectively $(14,968) $(14,011) $(14,693)
- ---------------------------------------=========================================
Projected benefit obligation for
service rendered to date $(20,281) $(18,124) $(17,931)
- --------------------------------------------------------------------------------
Plan assets at fair value 18,957 16,555 16,153
- --------------------------------------------------------------------------------
Plan assets less than
projected benefit obligations (1,324) (1,569) (1,778)
- --------------------------------------------------------------------------------
Unrealized net gain from past
experience different from that
assumed and effects of changes
in assumptions (2,485) (1,488) (778)
Unrecognized prior service costs 961 648 709
Unrecognized net asset being
recognized over 15 years (102) (136) (171)
- --------------------------------------------------------------------------------
Accrued pension cost $ (2,950) $ (2,545) $ (2,018)
- ---------------------------------------=========================================
</TABLE>
Continued on next page
36
<PAGE> 39
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
<TABLE>
<CAPTION>
(continued) December 31,
--------------------------------------
In thousands 1997 1996 1995
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Net pension cost includes the
following components:
Service cost-benefits earned
during the period $ 555 $ 692 $ 453
Interest cost on projected
benefit obligation 1,295 1,244 1,041
Actual return on plan assets (3,851) (1,771) (2,668)
Net amortization and deferral 2,407 366 1,267
- ---------------------------------------------------------------------------
Total $ 406 $ 531 $ 93
- -----------------------------------========================================
</TABLE>
Employee Savings Plan: The Company has an Employee Savings Plan which is
available to all eligible employees. Certain employee contributions may be
supplemented by Company contributions. Company contributions approximated
$319,488 in 1997, $294,000 in 1996, and $262,000 in 1995.
Deferred Cash Bonus Plan: In February 1991, the Compensation Committee of the
Board of Directors awarded deferred bonuses payable January 15, 1999. The amount
to be paid is based upon the relative percentage return on the market value of
the Company's depositary units compared to the percentage return on the Standard
and Poor's 500 Index over a nine-year period. No expense has been recorded since
inception of the plan.
Other Benefits: The Company does not provide postretirement or postemployment
benefits other than those plans described above and, as such, there is no
obligation to be recognized under SFAS Nos. 106 and 112.
- --------------------------------------------------------------------------------
NOTE 9. COMMITMENTS AND CONTINGENCIES
The Company is involved in litigation and various claims, including those
arising from its ordinary conduct of business. Management is of the opinion that
the ultimate liability from this litigation will not materially affect the
Company's consolidated financial condition. The Company believes it has adequate
insurance to protect itself against any future material property and casualty
losses.
In the ordinary course of business, and as part of the entitlement and
development process, the Company is required to provide performance bonds to the
County of Los Angeles and the City of Santa Clarita to assure completion of
certain public facilities. At December 31, 1997, the Company had performance
bonds outstanding totaling approximately $134 million.
As a significant landowner, developer and holder of commercial properties, there
exists the possibility that environmental contamination conditions may exist
that would require the Company to take corrective action. The Company believes
such costs will not materially affect the Company's consolidated financial
condition.
- --------------------------------------------------------------------------------
NOTE 10. INDUSTRY SEGMENT INFORMATION
<TABLE>
<CAPTION>
In thousands December 31,
- ------------------------------------------------------------------------------------
Identifiable Assets (at historical cost) 1997 1996 1995
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Real estate
Residential $ 16,226 $ 25,079 $ 66,365
Industrial and other 127,523 100,525 80,366
Commercial
Income-producing properties 180,728 169,832 124,249
Valencia Water Company 51,058 48,109 44,000
Agriculture 20,812 21,193 23,314
Administration 7,585 8,750 9,231
- ------------------------------------------------------------------------------------
$403,932 $373,488 $347,525
=========================================
</TABLE>
Note 10 continued on next page
37
<PAGE> 40
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (continued)
Note 10 (continued) Years ended December 31,
------------------------------------
Capital Expenditures 1997 1996 1995
- ------------------------------------------------------------------------
Real estate
Residential $ 53 $ - $ 73
Industrial and other 13,284 14,197 1,862
Commercial
Income-producing properties 56,309 56,274 6,640
Valencia Water Company 3,317 8,277 7,534
Agriculture 735 438 472
Administration 558 98 401
- ------------------------------------------------------------------------
$74,256 $79,284 $16,982
=====================================
<TABLE>
<CAPTION>
Depreciation and Years ended December 31,
-------------------------------------
Amortization 1997 1996 1995
- ------------------------------------------------------------------------
<S> <C> <C> <C>
Real estate
Residential $ 9 $ 21 $ 87
Industrial and other 70 77 42
Commercial
Income-producing properties 7,466 5,528 5,213
Valencia Water Company 1,810 2,398 1,489
Agriculture 580 608 676
Administration 213 225 191
- ------------------------------------------------------------------------
$10,148 $ 8,857 $ 7,698
======================================
</TABLE>
- --------------------------------------------------------------------------------
NOTE 11. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Quarterly financial information for the Company fluctuates due to the uneven
nature of real estate closing activity and the skewing of results by individual
large sales. The following is a summary of selected quarterly financial data for
1997 and 1996:
<TABLE>
<CAPTION>
In thousands, Quarter
-------------------------------------------------
except per unit First Second Third Fourth
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues
1997 $36,001 $48,729 $67,303 $55,668
1996 32,726 71,471 39,164 76,825
- ----------------------------------------------------------------------------------------------
Operating income
1997 $15,004 $21,936 $17,239 $ 9,719
1996 10,811 26,719 8,588 14,466
- ----------------------------------------------------------------------------------------------
Net income
1997 $10,553 $17,151 $12,539 $ 4,250
1996 6,231 22,472 4,168 9,018
- ----------------------------------------------------------------------------------------------
Net income per unit
1997 $ .30 $ .50 $ .36 $ .12
1996 .17 .64 .12 .26
- ----------------------------------------------------------------------------------------------
Net income per unit - assuming dilution
1997 $ .30 $ .49 $ .36 $ .12
1996 .17 .64 .12 .26
- ----------------------------------------------------------------------------------------------
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
38
<PAGE> 41
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Registrant was reorganized from a corporation to a California limited
partnership on January 8, 1985. The general partners of the Partnership are
Newhall Management Limited Partnership (the Managing General Partner) and
Newhall General Partnership. Two executive officers and the Managing General
Partner are the general partners of Newhall General Partnership. Newhall
Management Corporation and Newhall General Partnership are the general partners
of the Managing General Partner.
The Managing General Partner, Newhall Management Limited Partnership, has
exclusive management and control of the affairs of the Partnership and shares in
Partnership income and losses on the basis of the number of Partnership units
owned by it. The Managing General Partner of Newhall Management Limited
Partnership, Newhall Management Corporation, will make all decisions and take
all action deemed by it necessary or appropriate to conduct the business and
affairs of Newhall Management Limited Partnership and, therefore, of the
Partnership.
The duties and responsibilities of directors are carried out by the Board of
Directors of the Managing General Partner of the Managing General Partner,
Newhall Management Corporation. Each voting shareholder of Newhall Management
Corporation also is a director of Newhall Management Corporation ("Corporation")
and only voting shareholders may be directors of that corporation. Every voting
shareholder and director has a number of votes in all matters equal to the
number of votes of every other voting shareholder and director. Upon ceasing to
be a director, a shareholder may be a nonvoting shareholder for a period of time
prior to the repurchase of his or her shares by the Corporation. See further
discussion of the shareholders' agreement and voting trust agreement below.
The shareholder-directors of Newhall Management Corporation are as follows:
Thomas L. Lee, age 55, was appointed Chairman and Chief Executive Officer of the
Corporation upon its formation in November, 1990 and of the former Managing
General Partner in 1989. He joined the predecessor corporation in 1970 and has
served in various executive capacities. Mr. Lee was elected as a director in
1985. He is a director of Wells Fargo & Company, Wells Fargo Bank, N.A. and
CalMat, Inc. He is a trustee of California Institute of the Arts.
George L. Argyros, age 61, was elected a director of the Corporation in
September, 1995. He has been Chairman and Chief Executive Officer of Arnel &
Affiliates, an investment company, since 1968. He is a director of U.S.C.S.
International, Tecstar, First American Financial Corporation, Doskocil, Inc.,
Apria HealthCare Group and Rockwell International. He is a trustee of the
California Institute of Technology and President and Chief Executive Officer of
the Horatio Alger Association.
Gary M. Cusumano, age 54, has been President and Chief Operating Officer of the
Corporation and the former Managing General Partner since 1989 and was elected a
director of the Corporation in July, 1995. Mr. Cusumano is a director of Zero
Corporation, Watkins-Johnson Company, the California Chamber of Commerce and
Henry Mayo Newhall Memorial Hospital.
Thomas V. McKernan, Jr., age 53, has been a director of the Corporation since
September, 1994. Mr. McKernan has been President and Chief Executive Officer of
the Automobile Club of Southern California since 1991. He is a director of the
American Automobile Association, Los Angeles Area Chamber of Commerce,
California Chamber of Commerce, Orthopedic Hospital, The Employers Group, Payden
& Rygel Mutual Funds, Ramona Girls School, and Forest Lawn Memorial Park.
Henry K. Newhall, age 59, has served as a director of the Corporation, the
former Managing General Partner and the predecessor corporation, respectively,
since 1982. Dr. Newhall is General Manager, Technology, Oronite Additives
Division of Chevron Chemical Company. He has served in various managerial and
consulting positions with Chevron since 1971.
Jane Newhall, age 84, has served as a director of the Corporation, the former
Managing General Partner and the predecessor corporation, respectively, since
1960. Ms. Newhall, a private investor, is a director of the Henry
39
<PAGE> 42
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
Mayo Newhall Foundation and a member of the Foundation Board of Donaldina
Cameron House. She is a trustee of Mills College, the San Francisco Theological
Seminary and the Graduate Theological Union.
Peter T. Pope, age 63, was elected a director of the Corporation in 1992. Mr.
Pope has been Chairman, President and Chief Executive Officer of Pope & Talbot,
Inc. since 1990. He is a director of Pope Resources and Harmac Pacific, Inc.
Carl E. Reichardt, age 66, has served as a director of the Corporation, the
former Managing General Partner and the predecessor corporation, respectively,
since 1980. Mr. Reichardt was Chairman of the Board of Directors of Wells Fargo
& Company and Wells Fargo Bank, N.A., from 1983 until December, 1994. He is a
director of Wells Fargo & Company, Wells Fargo Bank, N.A., Ford Motor Company,
Columbia/HCA Healthcare Corporation, Pacific Gas and Electric Company, ConAgra,
Inc., SunAmerica, Inc. and McKesson Corporation.
Thomas C. Sutton, age 55, was elected a director of the Corporation in November,
1991. He has been Chairman of the Board and Chief Executive Officer of Pacific
Life Insurance Company since 1990. Mr. Sutton is a director of Southern
California Edison, The Irvine Company, American Council of Life Insurance,
Association of California Life Insurance Companies and Pimco Advisors. He is a
trustee of the Committee for Economic Development.
Barry Lawson Williams, age 53, was elected a director of the Corporation in
July, 1996. Mr. Williams has been President of Williams Pacific Ventures, Inc.,
a venture capital consulting firm which he founded, and a General Partner of WDG
Ventures Ltd., a real estate development fund, since 1987. Mr. Williams is a
director of Pacific Gas and Electric Company, Northwestern Mutual Life Insurance
Company, CH2M Hill, Ltd., Simpson Manufacturing Company and CompUSA.
Ezra K. Zilkha, age 72, has served as a director of the Corporation, the former
Managing General Partner and the predecessor corporation, respectively, since
1977. Since 1956, Mr. Zilkha has been President of Zilkha & Sons, Inc., a
private investment company. From 1991 to 1993 he was Chairman of Union Holdings,
Inc., an industrial holding company. He is a director of Cambridge Associates
and Heartland Technology, Inc. Mr. Zilkha is a trustee of The American Society
of the French Legion of Honor, trustee emeritus of Wesleyan University and an
honorary trustee of the Brookings Institution. He is Chairman of the Board of
the International Center for the Disabled.
Each of the shareholder-directors may be contacted at the principal executive
offices of the Partnership and is a citizen of the United States.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Newhall Management Corporation and its officers and directors, the general
partners, and persons who own more than ten percent of the Company's partnership
units, to file reports of ownership and changes in ownership with the Securities
and Exchange Commission and the New York Stock Exchange. The Company assists
officers, directors and ten-percent unitholders to file their Section 16(a)
reports and retains a copy of the forms filed. Written representations that all
required reports have been filed are obtained at the end of each year. Based
upon this information, the Company believes that, during the year ended December
31, 1997, all such filing requirements were fulfilled.
The Board of Directors manages and controls the overall business and affairs of
the Corporation, of the Managing General Partner, and of the Partnership. The
members of the Board of Directors are elected by the shareholder-directors of
the Corporation, unless there is a vacancy on the Board in which case the
remaining board members may fill the vacancy, without the approval of the
limited partners and with each shareholder-director of the Corporation having an
equal number of votes. Because the shareholders and directors are the same
persons, it is expected that the shareholders will re-elect themselves to serve
as directors.
It is the current policy of the Corporation that all directors of the
Corporation, except for the initial directors of the former Managing General
Partner and Mr. Lee, will retire at age 70. If a new director is elected, he or
she is required to become a shareholder by purchasing the number of shares
determined by the Board of Directors.
The Limited Partnership Agreement ("the Partnership Agreement") of the
Partnership requires the General Partners to own at least one percent (1%) of
the total number of Partnership units outstanding at all times. In order to meet
this 1% requirement, the shareholder-directors had originally contributed
Partnership units as
40
<PAGE> 43
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
capital to the former Managing General Partner. The determination as to how many
Partnership units each shareholder-director would contribute was based upon the
shareholdings of the shareholder-director in the predecessor corporation and his
or her ability to contribute such Partnership units in order that the General
Partners would own at least 1% of the total number of Partnership units
outstanding at all times.
Messrs. Henry Newhall and Zilkha each effectively has contributed to the
Managing General Partner a total of 72,000 Partnership units. Ms. Newhall
effectively has contributed to the Managing General Partner a total of 71,650
Partnership units. Messrs. Lee and Cusumano each effectively has contributed
36,000 Partnership units. Messrs. Argyros, Reichardt, Pope, Sutton, McKernan and
Williams each effectively has contributed to the Managing General Partner a
total of 2,000 Partnership units. Mr. Edwin Newhall Woods, who retired from the
Board of Directors in September 1996, has agreed to leave 72,000 units
contributed by him until his units are replaced. The Partnership units
contributed to the Managing General Partner total 371,650 or 1.1% of the total
number of partnership units outstanding at December 31, 1997.
It should be noted that a shareholder will receive the same distributions from
the Partnership with regard to his or her Partnership units regardless of
whether such Partnership units are represented by limited partner interests in
Newhall Management Limited Partnership or by general partner interests in
Newhall Management Limited Partnership (which in turn are represented by common
stock in the Corporation). All Partnership distributions and allocations to the
Managing General Partner with respect to the Partnership units held by such
Partner will be passed on to each limited partner of the Managing General
Partner or shareholder of the Corporation as distributions in proportion to the
actual number of units or shares beneficially owned by such limited partner or
shareholder, as the case may be.
The shareholder-directors of the Corporation and the Corporation are parties to
a shareholders' agreement and a voting trust agreement. These agreements
provided for the transfer of all the shares of Newhall Management Corporation to
a voting trust, held in the name of the Trustee. The Secretary of Newhall
Management Corporation serves as Trustee. In all matters the Trustee will vote
all the shares in accordance with the direction of a majority of the
shareholder-directors, with each shareholder-director having one vote on each
matter (irrespective of the actual number of shares beneficially owned by such
person).
The shareholders' agreement and the bylaws of the Corporation restrict the
ability of a shareholder-director to transfer ownership of shares of the
Corporation. Certain events, such as failure to own at least one limited partner
unit in Newhall Management Limited Partnership, failure to consent to a
Subchapter S election under the Internal Revenue Code, failure to re-execute the
trust agreement, ceasing to serve as a director, failure of a
shareholder-director's spouse to sign any required consent, a material breach by
a shareholder-director of the shareholders' agreement or voting trust agreement,
a levy upon the shares of a shareholder, or a purported transfer of shares to
someone other than a new or existing director upon approval of the Board of
Directors, are considered to be repurchase events. Upon such a repurchase event,
the shareholder must immediately resign as a director and the shareholder will
lose voting rights under the voting trust agreement. Upon the occurrence of a
repurchase event, a shareholder's shares will be repurchased by the Corporation
or the Corporation may direct their purchase by a successor director. The
Corporation has agreed to repurchase for cash equal to the market value of the
Partnership units representing such shares (or provide for the purchase of) all
shares of a shareholder-director subject to a repurchase event within one year
of the repurchase event and to use its best efforts to effect such repurchase
(purchase) as soon as possible after the repurchase event. There can be no
assurance that the Corporation will be able to find a replacement for a
departing shareholder-director who will purchase shares.
The shareholders' agreement expires if Newhall Management Corporation ceases to
serve as the Managing General Partner of the Managing General Partner of the
Partnership, or Newhall Management Limited Partnership ceases to be the Managing
General Partner of the Partnership, if all parties to the shareholders'
agreement consent to its termination, or with respect to any individual
shareholder, upon the repurchase of all the shareholder's shares.
The term of the voting trust is limited by laws to 10 years, but a party to the
voting trust will be deemed to have resigned as a director of the Corporation
and will have to sell his shares, subject to repurchase by the Corporation,
unless, at the times provided in the voting trust agreement, the party
re-executes and renews the voting trust for the purpose of keeping it
continually in effect. The voting trust agreement terminates if Newhall
Management Corporation ceases to serve as a general partner of the Managing
General Partner of the
41
<PAGE> 44
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
Partnership, or Newhall Management Limited Partnership ceases to be the Managing
General Partner of the Partnership, or with respect to any individual
shareholder if a shareholder no longer owns any shares.
The shareholder-directors, as limited partners, are also parties to the limited
partnership agreement of Newhall Management Limited Partnership. The limited
partnership agreement has restrictions on transfer similar to the shareholders'
agreement and provides for repurchase of the limited partnership units of a
limited partner upon the occurrence of repurchase events which are similar to
those of the shareholders' agreement, including the cessation of being a
director by a limited partner in the case of a limited partner who is a
director.
Upon the occurrence of a repurchase event, Newhall Management Limited
Partnership would have one full year to transfer Partnership units representing
the limited partner's interest to the limited partner. A limited partner could
not compel the return of Partnership units for at least one year from the date a
limited partner chooses to obtain return of Partnership units. Even then,
Newhall Management Limited Partnership cannot, and cannot be compelled to,
distribute Partnership units to the limited partner if Newhall Management
Limited Partnership would thereafter own less than 1% of the Partnership's
Partnership units.
The limited partners, as limited partners, have no voting rights except as
expressly set forth in the limited partnership agreement or granted pursuant to
law. Such voting privileges include matters such as (i) electing general
partners in specified instances, (ii) amending the limited partnership
agreement, (iii) dissolving the limited partnership, (iv) electing a general
partner to serve as the Managing General Partner, and (v) removing a general
partner. Items (ii) and (iii) require the separate concurrence of the Managing
General Partner.
Persons other than directors of Newhall Management Corporation may serve as
limited partners of Newhall Management Limited Partnership and Newhall
Management Corporation has the authority pursuant to the limited partnership
agreement to cause additional units to be issued. The partnership agreement
provides limited instances in which a general partner shall cease to be a
general partner.
Newhall Management Limited Partnership will dissolve (i) when a general partner
ceases to be a general partner (other than by removal) unless there is at least
one other general partner or all partners agree in writing to continue the
business of the partnership and to admit one or more general partners, (ii) if
Newhall Management Limited Partnership becomes insolvent, (iii) upon the
disposition of substantially all assets of Newhall Management Limited
Partnership, (iv) 90 days after an affirmative vote of the limited partners to
dissolve pursuant to the partnership agreement, or (v) upon the occurrence of
any event which makes it unlawful for the business of Newhall Management Limited
Partnership to be continued.
Newhall General Partnership, a California general partnership, is a general
partner for the purposes of continuing the business of the Partnership and
serving as an interim Managing General Partner if Newhall Management Limited
Partnership or its successor ceases to serve as Managing General Partner. So
long as Newhall Management Limited Partnership or its successor remains as
Managing General Partner, Newhall General Partnership will have no right to take
part in the management and control of the affairs of the Partnership.
The general partners of Newhall General Partnership are Newhall Management
Limited Partnership, the chief executive officer of Newhall Management
Corporation and another officer or director of Newhall Management Corporation
selected from time to time by the board of directors of Newhall Management
Corporation. Thomas L. Lee is the Chief Executive Officer of Newhall Management
Corporation and, therefore, is a general partner of Newhall General Partnership.
Gary M. Cusumano, President and Chief Operating Officer of Newhall Management
Corporation, has been selected by the board of directors of Newhall Management
Corporation to be a general partner of Newhall General Partnership. For as long
as Newhall Management Limited Partnership serves as a general partner of the
Partnership, Newhall Management Limited Partnership shall serve as a general
partner of Newhall General Partnership and the individual general partners of
Newhall General Partnership shall be the chief executive officer of Newhall
Management Corporation and another officer or director selected by the board of
directors of Newhall Management Corporation.
The managing partner of Newhall General Partnership is the chief executive
officer of Newhall Management Corporation and shall have management and control
of the ordinary course of day to day business of Newhall General Partnership.
Matters outside the ordinary course of the day to day business of Newhall
General Partnership shall be decided by a majority vote of the partners except
that a unanimous vote will be required to,
42
<PAGE> 45
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
among other things, admit a new partner (other than the chief executive officer
or other officer or director of Newhall Management Corporation).
After giving effect to 2-for-1 unit splits on December 20, 1985 and January 29,
1990, each of the partners of Newhall General Partnership have contributed
twenty Partnership units to Newhall General Partnership. No additional capital
contributions are required. The income, losses and distributions allocated to
Newhall General Partnership with respect to the units will be allocated among
the partners of Newhall General Partnership in the ratio of the units
contributed by each of them.
The ability of a partner to withdraw from Newhall General Partnership or to
transfer an interest in Newhall General Partnership is limited by the
partnership agreement of Newhall General Partnership. Individual partners of
Newhall General Partnership may not withdraw except upon appointment of a
successor by the board of directors of Newhall Management Corporation. In
addition, an individual general partner may not transfer his interest in Newhall
General Partnership except with the written consent of Newhall Management
Limited Partnership. Newhall Management Limited Partnership, as a general
partner of Newhall General Partnership, may not withdraw unless: (i) it no
longer serves as a general partner of the Partnership; (ii) Newhall General
Partnership no longer serves as a general partner of the Partnership; or (iii)
Newhall General Partnership dissolves and its business is not continued.
If Newhall Management Limited Partnership no longer serves as a general partner
of the Partnership, simultaneously, it will stop serving as a general partner of
Newhall General Partnership. Any individual general partner of Newhall General
Partnership who is serving as a general partner by virtue of holding an office
or position with Newhall Management Corporation, will stop serving as a general
partner of Newhall General Partnership if either (i) Newhall Management Limited
Partnership is replaced as a general partner of the Partnership, or (ii) Newhall
Management Limited Partnership is no longer a general partner of Newhall General
Partnership and individual partners are designated pursuant to the partnership
agreement.
Newhall General Partnership will dissolve when the Partnership is dissolved,
liquidated and wound up and any trust or other entity formed for the purpose of
liquidating or winding up the Partnership is liquidated and wound up. Newhall
General Partnership will dissolve earlier upon: (i) the distribution of
substantially all of its property; (ii) the unanimous agreement of its partners;
(iii) ceasing to serve as a general partner of the Partnership; or (iv) the
occurrence of an event which would make it unlawful to conduct its business.
The partnership agreement requires the Partnership to pay all of the costs and
expenses incurred or accrued by the general partners in connection with the
business and affairs of the Partnership as the Managing General Partner in its
sole discretion authorizes or approves from time to time. These costs and
expenses include overhead and operating expenses, officer, employee, director
and general partner compensation and other employee benefits paid by the general
partners. Such compensation and benefits may be determined and changed from time
to time without the approval of the limited partners.
43
<PAGE> 46
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
EXECUTIVE OFFICERS OF THE MANAGING GENERAL PARTNER
<TABLE>
<CAPTION>
Date of
Age Office
--- ------
<S> <C> <C>
Thomas L. Lee 55
Chairman and Chief Executive Officer 07/89
Gary M. Cusumano 54
President and Chief Operating Officer 07/89
Thomas E. Dierckman 49
Senior Vice President - Valencia Division 09/94
Senior Vice President - Real Estate Operations 07/90
James M. Harter 51
Senior Vice President - Newhall Ranch Division 09/94
Senior Vice President - Community Development 08/92
Stuart R. Mork 45
Senior Vice President and Chief Financial Officer 01/96
Vice President and Chief Financial Officer 01/95
Vice President - Finance 01/94
Vice President - Finance and Treasurer 07/92
Daniel N. Bryant 38
Vice President - Asset Management 01/98
Director - Asset Management 07/96
Director - Property Management and Leasing 12/94
Vice President - Commercial/Industrial Real Estate of Valencia Company,
a division of The Newhall Land and Farming Company 01/93
John R. Frye 53
Vice President - Agriculture 09/85
Donald L. Kimball 40
Vice President - Finance and Controller 01/97
Vice President - Controller 07/94
Controller 04/90
James R. Wheeler 47
Vice President Residential -- Valencia 03/96
Vice President - Mainland Division, Castle & Cooke Homes, Inc. 07/94
Vice President - The William Lyon Company 01/90
</TABLE>
The officers serve at the pleasure of the Board of Directors.
44
<PAGE> 47
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth information as to each of the five
highest paid Executive Officers and their compensation for services rendered to
the Company and its subsidiaries:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
-------------------------------- ---------------------------------
Annual Compensation Long Term Compensation
-------------------------------- ---------------------------------
Awards Payouts
------------------------ -------
Other Restricted Number of All
Annual Stock Securities Other
Name and Bonus Comp. Awards Underlying LTIP Comp.
Principal Position Year Salary (1) (2) (3) Options/SARs Payouts (4)
- ------------------------- ---- --------- --------- -------- ---------- ------------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas L. Lee 1997 $ 362,000 $ 205,073 $ 65,650 - 730,000 $ - $ 36,605
Chairman and 1996 362,000 181,000 61,450 - 25,000 - 33,640
Chief Executive Officer 1995 322,000 117,530 62,153 - 20,000 - 29,648
Gary M. Cusumano 1997 274,000 155,221 68,500 - 574,000 - 28,829
President and 1996 264,000 132,000 66,000 - 20,000 - 26,706
Chief Operating Officer 1995 264,000 96,360 50,620 - 16,000 - 24,856
Thomas E. Dierckman 1997 214,000 84,522 4,300 - 367,000 - 14,764
Senior Vice President 1996 214,000 73,321 4,500 - 14,000 - 14,827
1995 206,000 52,600 4,544 - 12,000 - 13,304
Stuart R. Mork 1997 200,000 85,320 350 - 367,000 - 10,139
Senior Vice President 1996 200,000 80,000 365 - 14,000 - 8,058
Chief Financial Officer 1995 170,000 45,510 - - 20,000 - 6,391
James M. Harter 1997 175,000 84,655 - - 315,000 - 5,520
Senior Vice President 1996 170,000 64,600 - - 12,000 - 4,821
1995 160,000 37,000 - - 10,000 - 4,221
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(2) Represents bonus accrued during the current calendar year based on earnings
for such period and paid in the subsequent calendar year. A part of the 1997
bonus will be paid in partnership units in accordance with the Company's
Management Unit Ownership Program as follows: Mr. Dierckman ($24,522), Mr.
Mork ($19,905), and Mr. Harter ($84,655). Part of the 1996 bonus was paid in
partnership units as follows: Mr. Lee ($31,735), Mr. Dierckman ($20,721),
Mr. Mork ($17,245), and Mr. Harter ($64,600).
(2) Includes general partner fees paid to Messrs. Lee and Cusumano as general
partners of Newhall General Partnership of $60,000 each and director fees of
$4,000 to Mr. Cusumano and $3,500 to Mr. Dierckman as directors of a
wholly-owned subsidiary.
(3) Messrs. Dierckman, Mork and Harter have the right to receive 855, 540, and
1,030 unit rights, respectively, which entitles them to receive one
partnership unit for each unit right under certain circumstances.
(4) Totals include the following: (1) Company matching contributions to the
Employee Savings Plan and Savings Restoration Plan, (2) excess life
insurance premiums, and (3) long-term disability insurance premiums for
Messrs. Lee and Cusumano.
45
<PAGE> 48
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
-------------------------------------------------
Individual Grants Value of
------------------------------------------------- ---------------------------- Options as of
Potential Realizable Value Grant Date as
at Assumed Annual Rates Computed by
Number of % of Total of Stock Price Appreciation the Modified
Securities Options/SARs Exercise for Option Term(3) Black-Scholes
Underlying Granted To Or Base ------------------------ Options
Options/SARs Employees in Price Expiration Valuation
Name Granted Fiscal Year ($/Sh) Date 5% 10% Model(4)
---------------- ------------ ------------ -------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas L. Lee 30,000(1) $22.0625 07-16-07 $ 416,250 $ 1,054,858 $ 222,000
319,918(2) 31.30 11-20-02 2,213,222 4,890,641 1,129,311
380,082(2) 33.39 11-20-02 2,629,442 5,810,378 1,273,275
--------- ----------- ----------- ----------
730,000 27% 5,258,914 11,755,877 2,624,586
--------- --- ----------- ----------- ----------
Gary M. Cusumano 24,000(1) 22.0625 07-16-07 333,000 843,887 177,600
251,364(2) 31.30 11-20-02 1,738,959 3,842,644 887,315
298,636(2) 33.39 11-20-02 2,065,991 4,565,299 1,000,431
--------- - ----------- ----------- ----------
574,000 21% 4,137,950 9,251,830 2,065,346
--------- --- ----------- ----------- ----------
Thomas E. Dierckman 17,000(1) 22.0625 07-16-07 235,875 597,753 125,800
159,959(2) 31.30 11-20-02 1,106,611 2,445,320 564,655
190,041(2) 33.39 11-20-02 1,314,721 2,905,189 636,637
--------- ----------- ----------- ----------
367,000 13% 2,657,207 5,948,262 1,327,092
--------- --- ----------- ----------- ----------
Stuart R. Mork 17,000(1) 22.0625 07-16-07 235,875 597,753 125,800
159,959(2) 31.30 11-20-02 1,106,611 2,445,320 564,655
190,041(2) 33.39 11-20-02 1,314,721 2,905,189 636,637
--------- ----------- ----------- ----------
367,000 13% 2,657,207 5,948,262 1,327,092
--------- --- ----------- ----------- ----------
James M. Harter 15,000(1) 22.0625 07-16-07 208,125 527,429 111,000
137,108(2) 31.30 11-20-02 948,526 2,095,993 483,991
162,892(2) 33.39 11-20-02 1,126,902 2,490,158 545,688
--------- ----------- ----------- ----------
315,000 12% 2,283,553 5,113,580 1,140,679
--------- --- ----------- ----------- ----------
Total 2,353,000 86% $16,994,831 $38,017,811 $8,484,795
--------- --- ----------- ----------- ----------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Non-qualified options without appreciation rights granted at 100% of fair
market value on the date of grant. Options are exercisable 25% at the end of
each of the first four years following date of grant and expire ten years
after date of grant. In the event of any change of control of the Company,
as defined, then each option will immediately become fully exercisable as of
the date of the change of control.
(2) Premium price options were granted in November, 1997 to six key executives
and are in lieu of market priced options for the next three years. The
number of options granted is larger than the Company's typical market price
option program due to the increased risks associated with the premium price
and forfeiture provisions. The options were granted in two tranches, the
first of which has an excercise price 25% higher than the trailing average
unit price during the 30 days prior to the date of grant. The second tranche
was granted at 33 1/3% higher than the same original market price. The
options become excercisable in three years and have a five-year option life
but are subject to forfeiture if certain performance criteria are not met.
(3) The final unit price at 5% compound growth is $35.94 for the market price
options and $31.96 for the premium price optons. The final unit price at 10%
compound growth is $57.22 for the market price options and $40.33 for the
premium price options.
(4) The modified Black-Scholes Options Valuation Model modifies the
Black-Scholes formula to include the impact of distributions and to allow
option exercise prior to maturity. The 10-year distribution yield of 3.0%
was used in the modified model.
46
<PAGE> 49
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of
Securities Underlying Value of Unexercised
Unexercised Options/SARs In-the-Money Options/SARs
Shares at Fiscal Year-End at Fiscal Year-End(1)
Acquired ------------------------- ---------------------------
On Value
Exercise Realized Un- Un-
Name (#) ($000) Exercisable exercisable Exercisable Exercisable
------------------- -------- -------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Thomas L. Lee 3,563 $119,250 141,025 775,925 $1,660,381 $ 767,294
Gary M. Cusumano 2,704 88,750 107,250 610,500 1,271,000 613,500
Thomas E. Dierckman 776 24,063 78,750 392,750 872,688 416,500
Stuart R. Mork -- -- 51,750 391,750 656,875 474,188
James M. Harter -- -- 24,750 331,250 379,969 356,719
----- -------- ------- --------- ---------- ----------
Total 7,043 $232,063 403,525 2,502,175 $4,840,913 $2,628,201
===== ======== ======= ========= ========== ==========
----------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the difference in the unit price of $30.00 at December 31, 1997,
and the exercise price of the underlying options.
47
<PAGE> 50
ITEM 11. EXECUTIVE COMPENSATION (continued)
EMPLOYEE BENEFIT PLANS
The following are descriptions of the principal employee benefit plans
of the Company.
RETIREMENT PLANS
Under the Retirement Plan, participants' benefits are calculated as 40.5% of the
average annual compensation, including salary and bonus, of the highest five
calendar years of the preceding ten years up to Social Security covered
compensation, plus 60% of the average annual compensation in excess of covered
compensation, reduced pro rata for years of service less than 30. Benefits which
accumulate after January 1, 1997 are calculated as 32.4% of the social security
wage base and 48% of the excess over covered compensation. Under the Pension
Restoration Plan, the Company will pay any difference between the ERISA and
Internal Revenue Code maximum amount payable under the Retirement Plan and the
amount otherwise payable, including amounts restricted by the compensation
limit.
The following table reflects the estimated annual benefits paid as a single life
annuity upon retirement at age 65 under the Retirement Plan and Pension
Restoration Plan at various assumed compensation ranges and credited years of
service:
<TABLE>
<CAPTION>
Years of Service
-------------------------------------------------------------------------
Compensation 10 20 30 40
------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
$125,000 $ 24,000 $ 48,000 $ 72,000 $ 72,000
200,000 39,000 78,000 117,000 117,000
275,000 54,000 108,000 162,000 162,000
350,000 69,000 138,000 207,000 207,000
425,000 84,000 168,000 252,000 252,000
450,000 89,000 178,000 267,000 267,000
500,000 99,000 198,000 297,000 297,000
550,000 109,000 218,000 327,000 327,000
</TABLE>
Credited years of service as of December 31, 1997 (to the nearest whole year)
and average annual compensation for the highest five years of the last ten years
are as follows: 27 years and $500,000 for Mr. Lee; 28 years and $395,000 for Mr.
Cusumano; 10 years and $200,000 for Mr. Mork; 15 years and $260,000 for Mr.
Dierckman; and 5 years and $180,000 for Mr. Harter. An amendment to the
Retirement Plan effective January 1, 1997 will reduce the amounts that each
executive will receive at retirement from the full amounts shown in the above
table. Based on years of service upon retirement at age 65 and the proportion of
service rendered before January 1, 1997, the percentage of benefit from the
above table for each executive will be as follows: Mr. Lee - 98.0%; Mr. Cusumano
- - 98.7%; Mr. Mork - 85.2%; Mr. Dierckman - 90.0%; and Mr. Harter - 84.4%.
CHANGE IN CONTROL SEVERANCE PROGRAM
The Partnership entered into severance agreements in March, 1988 with two
executive officers, Thomas L. Lee and Gary M. Cusumano, and in November, 1997
with three senior vice presidents and five vice presidents, under which each
such officer is entitled to certain benefits in the event of a "change of
control." Under the provisions of the severance agreements, a "change of
control" is deemed to have occurred when (i) any "person" (other than a trustee
or similar person holding securities under an employee benefit plan of the
Partnership, or an entity owned by the Unitholders in substantially the same
proportions as their ownership of units) becomes the beneficial owner of 25% or
more of the total voting power represented by the Partnership's then outstanding
voting securities, (ii) Newhall Management Corporation is removed as Managing
General Partner of the Managing General Partner, or (iii) 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 (iv) a plan of complete liquidation of the Partnership is
adopted or the holders of the voting securities of the Partnership approve an
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.
Entitlement to benefits arises if, within two years following a change in
control, the officer's employment is terminated or if he or she elects to
terminate his or her employment following action by the
48
<PAGE> 51
ITEM 11. EXECUTIVE COMPENSATION (continued)
Partnership which results in (i) a reduction in salary or other benefits, (ii)
change in location of employment (iii) a change in position, duties,
responsibilities or status inconsistent with the officer's prior position or a
reduction in responsibilities, duties, or offices as in effect immediately
before the change in control, or (iv) the failure of the Partnership to obtain
express assumption by any successor of the Partnership's obligations under the
severance agreement.
Benefits payable under the agreements to Messrs. Lee and Cusumano consist of (i)
payment in a single lump sum equal to base salary and general partners fees for
three years, (ii) payment in a single lump sum of three times the average bonus
payments for the two fiscal years preceding the change in control, (iii)
continuation of participation in insurance and certain other fringe benefits for
three years, (iv) immediate vesting of deferred compensation, nonqualified
retirement benefits, options and other unit-based rights, (v) a retirement
benefit equivalent to the additional benefits that would have accrued under
retirement plans if employment had continued for two years, and (vi) reduction
of required service for full retirement benefits from 30 years to 20 years
through a non-qualified arrangement. The benefits payable to senior vice
presidents are the same as for Messrs. Lee and Cusumano except that base salary,
bonus and fringe benefits would be paid for two years and the retirement benefit
for one year. Certain vice presidents would receive base salary, bonus and
fringe benefits for one year. Benefits payable under the agreements are in lieu
of any severance benefits under the Partnership's general severance policy. The
agreements are not contingent upon the officers actively seeking other
employment, but provide for offset of fringe benefits provided by a new
employer.
COMPENSATION OF THE DIRECTORS
The Partnership Agreement provides that the compensation of the general partners
and their partners, directors, officers and employees shall be determined by the
Managing General Partner. Both the compensation committee and the nominating
committee of the Board of Directors of Newhall Management Corporation, the
Managing General Partner of Newhall Management Limited Partnership, have been
granted authority by the Board of Directors to determine certain compensation
issues. Non-employee members of the Board receive an annual retainer fee of
$24,000 for serving on the Board, $2,000 for serving on the Audit Committee and
$1,000 for serving on any other committee of the Board. In addition, independent
directors receive a fee of $1,000 for attending each meeting of the Board or
committee of which they are a member. Committee chairpersons receive a fee of
$500 in addition to the regular meeting fee for each committee meeting they
conduct. Employees serving on the Board of Directors do not receive directors'
fees. Directors' compensation may be deferred until separation from the Board.
Deferred amounts earn interest at the Wells Fargo Bank prime rate. Members of
the Board of Directors will also receive reimbursement for travel and other
expenses related to attendance at meetings of the Board of Directors and of the
committees. In addition, the Partnership Agreement requires the Partnership to
reimburse the Managing General Partner for any federal or California income
taxes imposed upon the Managing General Partner or its Managing General Partner
as a result of its activities as Managing General Partner. Under the terms of
the 1995 Option/Award plan adopted by the Board of Directors on January 18,
1995, each non-employee Board member ("Independent Director") may elect to have
all or any portion of the annual retainer fees paid in depositary units instead
of cash.
The 1995 Option/Award Plan also provides each Independent Director serving on
the Board on January 18, 1995, and each newly elected or appointed Independent
Director, with a non-statutory option ("Automatic Option") to purchase 1,500
depositary units. On the third Wednesday of July of each year that occurs after
January 18, 1995, each continuing Independent Director will automatically
receive an Automatic Option to purchase 500 depositary units. Each Automatic
Option vests immediately and has a term of 10 years. Generally, the Independent
Director may exercise his or her option for a period of 3 months after
termination of service as an Independent Director for any reason other than
death or "retirement," 12 months after the date of death and 36 months after the
date of "retirement." "Retirement" means the first day the Independent Director
ceases to serve as an Independent Director after serving as an Independent
Director for at least five years.
In addition, outside directors automatically receive 500 unit rights on the
third Wednesday of July of each year pursuant to the terms of the Deferred
Equity Compensation Plan for Outside Directors which was adopted effective
November 1, 1996. Unit rights entitle a director to receive an equal number of
partnership units upon separation from the Board of Directors for any reason.
49
<PAGE> 52
ITEM 11. EXECUTIVE COMPENSATION (continued)
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has a $40 million line of credit for Valencia Town Center with Wells
Fargo Bank, N.A. (the "Bank"), all of which was borrowed at December 31, 1997.
Valencia Water Company, a subsidiary of the Company, maintains a $2 million
credit line with the Bank. There were no borrowings outstanding against this
line of credit at December 31, 1997. Additionally, the Company has a $200
million revolving credit facility managed jointly by the Bank and Morgan
Guaranty Trust of New York, $7.1 million of which was borrowed at December 31,
1997. Certain of the Company's employee benefit plans have invested
approximately $22 million in funds managed by the Bank and the Bank has issued
approximately $13 million in letters of credit on behalf of the Company.
Thomas L. Lee, Chairman and Chief Executive Officer of the Company, is a
director of Wells Fargo & Company and the Bank. Carl E. Reichardt, former
Chairman of the Board of the Bank and Wells Fargo & Company, is a director of
the Managing General Partner of the Managing General Partner.
In June 1994 Valencia Water Company, a wholly-owned subsidiary of the Company,
borrowed $11 million from Pacific Life Insurance Company. In addition, the
Company has acquired two life insurance policies for its two senior officers
with face amounts of approximately $1.5 million each from Pacific Life. Thomas
C. Sutton, a director of the Company, is Chairman of the Board and Chief
Executive Officer of Pacific Life Insurance Company. All of the foregoing
transactions are at rates and terms comparable to those of similar transactions
with unrelated parties.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
OF NEWHALL MANAGEMENT CORPORATION
COMPENSATION COMMITTEE CHARTER
The Compensation Committee, which is entirely comprised of independent
directors, determines or approves compensation of all executive officers of the
Company and reviews management development issues. It has regularly scheduled
meetings two times a year, and meets at other times as appropriate. During 1997,
the committee met four (4) times.
SENIOR MANAGEMENT COMPENSATION PHILOSOPHY
The Company believes its success is greatly influenced by the caliber of its
employees. The Company's compensation program for senior management is designed
to attract, motivate and retain a highly skilled, professional and dedicated
work force. In this regard, Newhall Land's senior management compensation
program consists of:
- - Base salary compensation tied to prevailing real estate industry
compensation practices.
- - Annual merit and incentive pay compensation (bonuses) primarily related to
the Company's and manager's performance for the previous fiscal year.
- - Long-term incentive compensation in the form of unit options, restricted
units and unit rights directly tied to increasing unitholder value. This
component of compensation can be highly volatile because it is directly
related to corporate performance.
The Company's objective is for the base salary, annual incentive compensation
and long-term incentive compensation of senior management to approximate the
median levels for an industry comparison group consisting primarily of real
estate companies with which the Company competes for executive talent. From
year-to-year, however, relative compensation levels may vary due largely to
variances in individual company performance. It should be pointed out that the
companies with which the Company competes for executive talent are not the same
as those in the Wilshire Real Estate Securities Index shown in the performance
graph. In addition, for managers other than the Chief Executive Officer and the
Chief Operating Officer, there is a subjective element to incentive compensation
which relates to his or her success in meeting individual business and personal
goals determined at the beginning of each year. The goals for the business
segment he or she manages are based primarily on increasing unitholder values
through profitability and, most importantly, the value of the Company's
landholdings.
50
<PAGE> 53
ITEM 11. EXECUTIVE COMPENSATION (continued)
BASE SALARY COMPENSATION
The base salary for each executive officer is determined on the basis of an
evaluation of the responsibilities of each position compared to other positions
in the Company and to base salary levels in effect for comparable positions at
the Company's principal competitors for executive talent. In addition, the
qualifications of the executive officer including training and experience is
considered in determining base salary. Salaries are reviewed and adjustments to
each executive officer's base salary, if any, are made on an annual basis.
External salary data provided to the Committee by an independent compensation
consulting firm indicate that salaries for 1997 were generally at or below the
median level.
ANNUAL MERIT AND INCENTIVE COMPENSATION (BONUSES)
Annual bonuses under the Company's Executive Incentive Plan adopted by the Board
of Directors are earned by each executive officer on the basis of the Company's
earnings, division performance and/or the attainment of individual goals in the
previous fiscal year. Target earnings projections for the Company and each
division and individual goals are developed at the beginning of the year. Target
bonuses are determined as percentages of base salaries for each management group
based upon ability to influence the success of the Company and are generally set
to produce bonuses comparable to other real estate companies over a period of
time. The bonuses earned are then calculated at the end of the year using the
target percentages, increased or decreased by multiples which give effect to the
earnings achieved and individual goals accomplished. The multiple results in the
bonus percentage attributable to Company earnings being increased at twice the
percentage by which actual earnings exceed targeted earnings and reduced at
three times the percentage by which actual earnings are less than targeted
earnings. There are no bonuses for this component of the formula if earnings are
less than 75% of target. The aggregate amount of such incentive bonuses may not
exceed 5% of the Company's net income after deducting the incentive awards. The
1997 bonuses continue to be at or below industry levels. The target bonuses
(except for Mr. Lee's bonus) are recommended by the Company's Chief Executive
Officer, Mr. Lee, and approved by the Compensation Committee and the Board of
Directors.
Beginning in 1996, senior executives are paid 50% of the excess of their current
year's bonus over 1995 in partnership units until they reach their unit
ownership guidelines described below. Additionally, any manager may elect to
receive all or any part of his or her annual bonus in partnership units and to
defer receipt of such partnership units for up to five (5) years.
The total of the bonuses paid for 1997 was $1,907,000 (or 4.3% of 1997 income
after deducting bonuses), versus $1,481,000 in 1996 (3.5% of income after
deducting bonuses), a 29% increase from 1996 to 1997. The increase in bonuses
for 1997 recognizes the improved earnings per unit in 1997 over 1996 of 8.5%, a
55% increase in lots and homes sold in Valencia, a 119% increase in sales of
industrial/commercial acreage, a 10.6% increase in income from commercial
operations, the approval of the 24,000-home Newhall Ranch project by the Los
Angeles County Regional Planning Commission and the capturing of 12% of the new
home market in Los Angeles County.
LONG-TERM INCENTIVE COMPENSATION
The Committee endorses the view that equity ownership of the Company aligns
management's and unitholders' interests and thereby enhances unitholders' value.
The equity component of compensation includes unit options, appreciation rights,
restricted units, unit rights and bonuses paid in partnership units (described
above) under the Company's 1995 Option/Award Plan. Option awards are generally
made at mid-year to key management personnel who are in positions to make
substantial contributions to the long-term success of the Company. These awards
mature and are expected to grow in value over time and for that reason represent
compensation which is attributable to service over a period of up to ten years.
This focuses attention on managing the Company from the perspective of an owner
with an equity stake in the business.
The size of the unit options granted to each executive officer is based on the
aggregate exercise price. Generally it is set at a multiple of salary which the
Committee deems appropriate in order to create a meaningful opportunity for
ownership based upon the individual's current position with the Company. The
unit options granted also take into account comparable awards to individuals in
similar positions in the industry, as reflected in external surveys and as
reported to the Committee by an independent compensation consultant, and the
individual's potential for future responsibility and promotion over the option
term.
There were no appreciation rights or restricted units granted during the year.
In 1994 the Company adopted unit ownership guidelines for management. Managers
are encouraged to own units having a market value ranging
51
<PAGE> 54
ITEM 11. EXECUTIVE COMPENSATION (continued)
from 50% to 600% of base salary. As an inducement to purchase partnership units
the Company offers one unit right for every five units purchased. A unit right
entitles the recipient to receive one partnership unit for each unit right. Unit
rights vest at the rate of twenty percent a year over a five year period.
In November 1997, a special grant of 2,450,000 premium price options was made to
the top six executive officers of the Company to provide additional incentive
for them to deliver near-term, substantial price growth in the outstanding
partnership units and to enhance their incentive compensation to be more
comparable with that of publicly-traded real estate companies. The options were
granted in two tranches, both of which are exercisable in three years provided
certain price performance objectives are met. The first tranche vests if within
two years the market price of the Partnership's outstanding partnership units
increases by 25% and the second tranche vests if within three years the market
price increases 33 1/3 %. Alternatively, the options will vest if during the
applicable period the total return on an outstanding partnership unit equals or
exceeds the 75th percentile of a peer group of other publicly-traded real estate
companies. A prorated portion of vested options will be exercisable upon death,
disability or retirement within three years. The options are forfeited if
neither of the price performance goals is met. The premium price options expire
in five years. The premium price options were frontloaded so the six executives
will not receive any other options for the next three years.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Lee's base salary is $362,000 per annum, the same as last year, and he was
paid a bonus for 1997 of $205,073 for total cash compensation of $567,073. A
study by a compensation consulting firm during 1997 indicates that Mr. Lee's
cash and total direct compensation (short-term cash plus long-term incentive)
are both below the medians of the chief executive officers of a peer group of
companies with similar revenues, market capitalization and business focus. The
Compensation Committee has elected to increase Mr. Lee's annual bonus and
long-term incentive compensation to align more of his total direct compensation
with the interests of the Company's owners. During 1997 Mr. Lee's efforts led to
planning commission approval of Newhall Ranch, the largest single new
development in the history of Los Angeles County, improved results in every
major segment of the Company's business and a total shareholder return of 81%.
Mr. Lee's bonus for 1997 of $205,073, versus $181,000 for 1996, equals his
target bonus of 50% of his salary plus 13.3%, twice the percentage by which net
income per unit exceeded target, pursuant to the Company's Executive Incentive
Plan. The amount of the bonus earned was based entirely upon Company earnings.
Long-term incentive compensation of 30,000 unit options was granted to Mr. Lee
at market in July, 1997, an increase of 5,000 or 20% from the 1996 grant of
25,000 options. In addition Mr. Lee received 700,000 of the premium price
options described above. The benefits of the unit options are expected to be
realized over the next five to ten years during which Mr. Lee's emphasis on
strategic planning, particularly land entitlements and investments in income
producing properties are expected to yield benefits for the Company's investors.
SECTION 162 LIMIT
Section 162(m) of the Internal Revenue Code limits federal income tax deductions
for compensation paid to the Chief Executive Officer and the four other most
highly compensated officers of a public company to $1 million per year, but
contains an exception for performance-based compensation that satisfies certain
conditions. The Company believes that Section 162(m) does not apply to
publicly-traded limited partnerships such as the Company. Even if Section 162(m)
were applicable to the Company, however, the compensation paid the Chief
Executive Officer and each of the four other most highly compensated officers,
excluding performance-based compensation, is well below $1 million per year.
52
<PAGE> 55
ITEM 11. EXECUTIVE COMPENSATION (continued)
COMPENSATION COMMITTEE MEMBERS
The Compensation Committee of the Board of Directors of Newhall Management
Corporation is comprised of the following five independent directors:
Peter T. Pope (Chairman)
Thomas V. McKernan, Jr.
Carl E. Reichardt
Thomas C. Sutton
Barry Lawson Williams
53
<PAGE> 56
ITEM 11. EXECUTIVE COMPENSATION (continued)
The Newhall Land and Farming Company
Stock Performance Analysis
<TABLE>
<CAPTION>
5 Year
1992 1993 1994 1995 1996 1997 Total Return
---- ---- ---- ---- ---- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
NHL 100.00 115.32 89.89 129.62 131.81 239.74 81.88 %
S&P 500 100.00 110.06 111.50 153.31 188.68 251.63 33.36 %
WRESI* 100.00 119.46 112.77 138.37 189.25 226.98 19.94 %
</TABLE>
<TABLE>
<CAPTION>
10 Year
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 Total Return
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NHL 100 193.37 211.74 116.50 146.21 112.35 129.55 100.99 145.62 148.09 269.34 81.88
S&P 500 100 116.55 153.45 148.55 193.91 208.74 229.74 232.75 320.03 393.87 525.26 33.36
WRESI* 100 134.72 137.10 70.57 79.92 72.09 86.11 81.29 99.74 136.42 163.62 19.94
</TABLE>
Assumes $100 invested on December 31, 1992 for the 5-year graph and
December 31, 1987 for the 10-year graph. Total return includes
reinvestment of dividends.
* Wilshire Real Estate Securities Index (consists of the following real
estate operating companies: Bristol Hotel Co., Catellus Development
Corporation, Homestead Valley Properties, Host Marriott Corporation,
LaQuinta Inns, Inc., The Newhall Land and Farming Company, Prime
Hospitality, Inc., Red Roof Inns, Rouse Company, Servico Inc., Trizec
Hahn Corp.).
54
<PAGE> 57
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
DIRECTORS AND OFFICERS
The following table sets forth the number of units beneficially owned by each
director of Newhall Management Corporation, each of the Company's five highest
paid executives and all directors and officers as a group as of December 31,
1997.
<TABLE>
<CAPTION>
Amount and Nature Percent
Name of Beneficial Ownership of Class
- ---------------- -------------------------- --------
<S> <C> <C>
George L. Argyros 57,289(1)(2)(3) 0.2%
Gary M. Cusumano 237,849(1)(2)(4) 0.7
Thomas E. Dierckman 92,217(2)(4)(5) 0.3
James M. Harter 31,382(2)(4)(5) *
Thomas L. Lee 243,633(1)(2)(4)(5) 0.7
Thomas V. McKernan, Jr. 8,174(1)(2)(3) *
Stuart R. Mork 57,103(2)(4)(5) 0.2
Henry K. Newhall 880,758(1)(2)(3)(6) 2.6
Jane Newhall 1,085,256(1)(2)(3) 3.1
Peter T. Pope 10,821(1)(2)(3) *
Carl E. Reichardt 95,173(1)(2)(3)(7) 0.3
Thomas C. Sutton 16,648(1)(2)(3)(8) *
Barry Lawson Williams 4,504(1)(2)(3) *
Ezra K. Zilkha 1,189,228(1)(2)(3)(9) 3.4
All directors and officers
as a group 4,179,190 12.1%
</TABLE>
* Represents less than 0.1% of the securities outstanding.
(1) Includes 72,000 units each for Messrs. Henry K. Newhall and Zilkha, 71,650
units for Ms. Jane Newhall, 2,000 units each for Messrs. Argyros, McKernan,
Pope, Reichardt, Sutton and Williams which are held by the Managing General
Partner. Includes 36,000 units held by the Managing General Partner and 20
units contributed to Newhall General Partnership by Messrs. Cusumano and
Lee. Of the total of 299,650 units held by the Managing General Partner
beneficially for the directors, 20 units have been contributed to Newhall
General Partnership, and of those 20 units, 10 units have been contributed
back to the Managing General Partner by Newhall General Partnership. See
Item 10 of this Annual Report on Form 10-K for information on a
shareholders' agreement, voting trust agreement and limited partnership
agreement relating to these units.
(2) Includes 109,125 units for Mr. Cusumano, 78,750 for Mr. Dierckman, 24,750
for Mr. Harter, 143,325 for Mr. Lee, 51,750 for Mr. Mork, 2,000 for Mr.
Williams, 2,500 for Mr. Argyros and 3,000 each for Ms. Newhall and Messrs.
McKernan, Newhall, Pope, Reichardt, Sutton and Zilkha which they have the
right to acquire pursuant to the Company's 1995 Option/Award Plan.
(3) Includes 1,025 units for Mr. Argyros, 1,174 for Mr. McKernan, 5,030 for Mr.
Newhall, 10,606 for Ms. Newhall, 3,568 for Mr. Pope, 8,873 for Mr.
Reichardt, 2,258 for Mr. Sutton, 504 for Mr. Williams and 13,628 for Mr.
Zilkha which they are entitled to receive upon separation from the Board of
Directors of Newhall Management Corporation pursuant to the Company's
Deferred Equity Compensation Plan for Outside Directors.
(4) Includes unit rights to receive an equal number of partnership units under
certain circumstances pursuant to the 1995 Option/Award Plan of 547 for Mr.
Cusumano, 855 for Mr. Dierckman, 1,030 for Mr. Harter, 1,139 for Mr. Lee and
540 for Mr. Mork.
(5) Includes units held by the Company's Employee Savings Plan of 2,253 for Mr.
Dierckman, 1,078 for Mr. Harter, 1,661 for Mr. Lee and 2,002 for Mr. Mork.
55
<PAGE> 58
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(continued)
(6) The Partnership is advised that Henry K. Newhall has sole voting and
investment power as to 97,121 units held by trusts for which he is the
trustee and beneficiary. Voting and investment power is shared with others
as to 711,637 units held by certain trusts.
(7) Includes 4,000 units held by trusts for which Mr. Reichardt has sole voting
and investment power as the trustee.
(8) The Partnership is advised that Mr. Sutton has sole voting and investment
power as to 9,390 units held by a trust for which he is a trustee.
(9) Includes 230,600 units held by Zilkha & Sons, Inc. for which the Partnership
is advised that Mr. Zilkha has sole voting and investment power and 30,000
units held by Mr. Zilkha's wife for which he disclaims beneficial ownership.
Except as indicated otherwise in the above notes, the specified persons possess
sole voting and investment power as to the indicated number of units to the best
of the Company's knowledge.
Certain provisions of the Partnership's Limited Partnership Agreement require
the affirmative vote of holders of at least 75% of the Partnership's voting
power to approve (i) the removal of any general partner or the election of any
general partner as the Partnership's managing general partner; or (ii) certain
business combinations and other specified transactions ("Business Combinations")
with, or proposed by or on behalf of, persons beneficially owning 10% or more of
the Partnership's voting power, unless such Business Combination is either
approved by a majority of the present directors of Newhall Management
Corporation (or by directors who are nominated by them) or certain price and
procedural requirements are satisfied.
CERTAIN UNITHOLDERS
The following table sets forth the names, addresses and unitholdings of the only
persons known to the Partnership to be beneficial owners of more than five
percent of the outstanding units of the Partnership as of December 31, 1997.
Such unitholders have sole voting and investment power to the best knowledge of
the Partnership.
<TABLE>
<CAPTION>
Amount Percent
Name and Address Beneficially Owned Of Class
------------------ ------------------ --------
<S> <C> <C>
State Farm Mutual Automobile 3,400,758 9.9%
Insurance Company
One State Farm Plaza
Bloomington, Illinois 61710
Cohen & Steers Capital 1,964,300 5.7%
Management, Inc.
757 Third Avenue
New York, New York 10017
</TABLE>
To the best knowledge of the management of the Company, no other person owned
beneficially more than five percent of the outstanding units of the Company on
that date. With respect to the above information, the Company has relied upon
the Schedule 13G filing.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For additional related party information see Compensation Committee Interlocks
and Insider Participation in Item 11 - Executive Compensation.
56
<PAGE> 59
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents filed with this report:
1. See Index to Financial Statements on page 22 of this Annual Report on
Form 10-K.
2. Financial Statement Schedules: Schedule III - Real Estate and
Accumulated Depreciation with accountants' report thereon. Other
schedules have been omitted because they are not applicable or the
required information is shown in the consolidated financial statements
and notes thereto.
3. Exhibits (listed by numbers corresponding to the Exhibit Table of Item
601 in Regulation S-K):
3(a) The Newhall Land and Farming Company (a California Limited
Partnership) Limited Partnership Agreement incorporated by
reference to Exhibit 3(e) to Registrant's Registration Statement
on Form S-14 filed August 24, 1984.
(b) First Amendment to Limited Partnership Agreement of The Newhall
Land and Farming Company (a California Limited Partnership)
incorporated by reference to Exhibit 3(b) of the Company's Annual
Report on Form 10-K for the year ended December 31, 1993,
(Commission File Number 1-7585).
4 Depositary Receipt for Units of Interest, The Newhall Land and
Farming Company (a California Limited Partnership) incorporated
by reference to Exhibit 4 of the Company's Annual Report on Form
10-K for the year ended December 31, 1990, (Commission File
Number 1-7585).
* 10(a) The Newhall Land and Farming Company 1995 Option/Award Plan
incorporated by reference to the Company's Registration Statement
on Form S-8 dated March 22, 1995.
* (b) Newhall Executive Incentive Plan incorporated by reference to
Exhibit 10(f) to Registrant's Registration Statement on Form S-14
filed August 24, 1984.
* (c) The Newhall Land and Farming Company Employee Savings Plan
incorporated by reference to the Company's Registration Statement
on Form S-8 dated May 24, 1994.
* (d) The Newhall Land and Farming Company Retirement Plan
Restatement, Amendments No. 1 through 5, incorporated by
reference to Exhibit 10(d) to the Company's Annual Report on Form
10-K for the year ended December 31, 1993, (Commission File
Number 1-7585).
* (e) Form of Severance Agreements.
* (f) The Newhall Land and Farming Company Supplemental Executive
Retirement Plan (Restated effective January 15, 1992)
incorporated by reference to Exhibit 10(g) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1991,
(Commission File Number 1-7585).
* (g) The Newhall Land and Farming Company Senior Management
Survivor Income Plan incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31, 1993,
(Commission File Number 1-7585).
(h) Form of Indemnification Agreement between the Partnership and its
General Partners and the general partners, partners,
shareholders, officers and directors of its General Partners, or
of the Managing General Partner of the Managing General Partner,
as amended, incorporated by reference to Exhibit 28(g) to the
Company's report on Form 8-K filed December 11, 1990, (Commission
File Number 1-7585).
57
<PAGE> 60
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(continued)
(i) Tax Payment and Tax Benefit Reimbursement Agreement incorporated
by reference to Exhibit 28(f) to the Company's report on Form 8-K
filed December 11, 1990, (Commission File Number 1-7585).
* (j) The Newhall Land and Farming Company Deferred Cash Bonus Plan
incorporated by reference to Exhibit 10(l) of the Company's
Annual Report on Form 10-K for the year ended December 31, 1990,
(Commission File Number 1-7585).
* (k) Form of award issued under The Newhall Land and Farming
Company Deferred Cash Bonus Plan incorporated by reference to
Exhibit 10(m) of the Company's Annual Report on Form 10-K for the
year ended December 31, 1990, (Commission File Number 1-7585).
* (l) The Newhall Land and Farming Company Employee Savings
Restoration Plan (As restated effective January 15, 1992)
incorporated by reference to Exhibit 10(n) to the Company's
Annual Report on Form 10-K for the year ended December 31, 1991,
(Commission File Number 1-7585).
* (m) The Newhall Land and Farming Company Pension Restoration Plan
(As restated effective January 15, 1992) incorporated by
reference to Exhibit 10(o) to the Company's Annual Report on Form
10-K for the year ended December 31, 1991, (Commission File
Number 1-7585).
(n) Trust Agreement dated January 15, 1992 between the Partnership
and Newhall Management Corporation incorporated by reference to
Exhibit 10(p)to the Company's Annual Report on Form 10-K for the
year ended December 31, 1991, (Commission File Number 1-7585).
(o) The Newhall Land and Farming Company Employee Unit Purchase Plan
incorporated by reference to the Company's Registration Statement
on Form S-8 dated May 24, 1994.
* (p) Amendment No. 1 to The Newhall Land and Farming Company
Retirement Plan incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994,
(Commission File Number 1-7585).
(q) The Newhall Land and Farming Company Deferred Equity and
Compensation Plan for Outside Directors incorporated by reference
to the Company's report on Form S-8 dated November 1, 1996.
* (r) Amendment No. 2 to The Newhall Land and Farming Company
Retirement Plan dated August 1, 1996 incorporated by reference to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
* (s) Amendment No. 1 to The Newhall Land and Farming Company
Pension Restoration Plan dated January 15, 1997 incorporated by
reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
* (t) Amendment No. 1 to The Newhall Land and Farming Supplemental
Executive Retirement Plan dated January 15, 1997 incorporated by
reference to the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
* (u) The Amended and Restated Newhall Management Corporation
Retirement Plan for Directors dated September 18, 1996
incorporated by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1996.
* (v) First Amendment to The Newhall Land and Farming Company 1995
Option/Award Plan dated November 19, 1997.
* (w) Form of award for premium price options granted under The
Newhall Land and Farming Company 1995 Option/Award Plan.
58
<PAGE> 61
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(continued)
11 Computation of earnings per unit.
21 Subsidiaries of the Registrant.
23 Independent Auditors' Consent.
27 Financial Data Schedule.
99(a) Articles of Incorporation of Newhall Management Corporation, as
amended, incorporated by reference to Exhibit 28(b) to the
Company's report on Form 8-K filed December 11, 1990, (Commission
File Number 1-7585).
(b) Bylaws of Newhall Management Corporation incorporated by
reference to Exhibit 28(c) to the Company's report on Form 8-K
filed December 11, 1990, (Commission File Number 1-7585), and
Amendment Number 1 dated July 17, 1991 incorporated by reference
to Exhibit 28(b) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1991, (Commission File Number
1-7585).
(c) Shareholders' Agreement between Newhall Management Corporation,
its shareholders and the Newhall Management Corporation Voting
Trust incorporated by reference to Exhibit 28(d) to the Company's
report on Form 8-K filed December 11, 1990, (Commission File
Number 1-7585), and Amendment to Shareholders' Agreement dated as
of November 20, 1991 incorporated by reference to Exhibit 28(c)
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1991, (Commission File Number 1-7585).
(d) Voting Trust Agreement between Newhall Management Corporation,
the Trustee, and the individual shareholders of Newhall
Management Corporation incorporated by reference to Exhibit 28(e)
to the Company's report on Form 8-K filed December 11, 1990,
(Commission File Number 1-7585).
(e) Partnership Agreement of Newhall General Partnership incorporated
by reference to Exhibit 28(e) to Registrant's Registration
Statement on Form S-14 filed August 24, 1984, and the Certificate
of Amendment of Partnership Agreement of Newhall General
Partnership, dated November 14, 1990 incorporated by reference to
Exhibit 28(e) of the Company's Annual Report on Form 10-K for the
year ended December 31, 1990, (Commission File Number 1-7585).
(f) Limited Partnership Agreement of Newhall Management Limited
Partnership, incorporated by reference to Exhibit 28(a) to the
Company's report on Form 8-K filed December 11, 1990, (Commission
File Number 1-7585).
* The items marked above constitute Executive Compensation Plans and
Arrangements.
(b) No report on Form 8-K was filed in the fourth quarter ended December 31,
1997.
59
<PAGE> 62
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
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
Date: March 18, 1998 By /s/ THOMAS L. LEE
----------------------------------------
Thomas L. Lee
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Date: March 18, 1998 By /s/ THOMAS L. LEE
----------------------------------------
Thomas L. Lee, Chairman
and Chief Executive Officer
Newhall Management Corporation
(Principal Executive Officer)
Date: March 18, 1998 By /s/ STUART R. MORK
----------------------------------------
Stuart R. Mork
Senior Vice President and Chief
Financial Officer
Newhall Management Corporation
(Principal Financial Officer)
Date: March 18, 1998 By /s/ DONALD L. KIMBALL
----------------------------------------
Donald L. Kimball, Vice President-
Finance and Controller
Newhall Management Corporation
(Principal Accounting Officer)
60
<PAGE> 63
Directors of Newhall Management Corporation:
Date: March 18, 1998 By /s/ GEORGE L. ARGYROS
----------------------------------------
George L. Argyros
Date: March 18, 1998 By /s/ GARY M. CUSUMANO
----------------------------------------
Gary M. Cusumano
Date: March 18, 1998 By /s/ THOMAS L. LEE
----------------------------------------
Thomas L. Lee
Date: March 18, 1998 By /s/ THOMAS V. MCKERNAN, JR.
----------------------------------------
Thomas V. McKernan, Jr.
Date: March 18, 1998 By /s/ HENRY K. NEWHALL
----------------------------------------
Henry K. Newhall
Date: March 18, 1998 By /s/ JANE NEWHALL
----------------------------------------
Jane Newhall
Date: March 18, 1998 By /s/ PETER T. POPE
----------------------------------------
Peter T. Pope
Date: March 18, 1998 By /s/ CARL E. REICHARDT
----------------------------------------
Carl E. Reichardt
Date: March 18, 1998 By /s/ THOMAS C. SUTTON
----------------------------------------
Thomas C. Sutton
Date: March 18, 1998 By /s / BARRY LAWSON WILLIAMS
----------------------------------------
Barry Lawson Williams
Date: March 18, 1998 By /s/ EZRA K. ZILKHA
----------------------------------------
Ezra K. Zilkha
61
<PAGE> 64
The Newhall Land and Farming Company
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1997
(Dollars in thousands)
<TABLE>
<CAPTION>
Gross Amount at Which Carried
Initial Cost to the Company Costs at December 31, 1997 (D)
------------------------------------ Capitalized ---------------------------------
Encum- Buildings and Subsequent Buildings and
Description brances Land Improvements to Acquisition Land Improvements Total
- ----------- ------- ---- ------------ -------------- ---- ------------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING PROPERTIES
APARTMENTS
Northglen (A) $ 744 $ 12,797 $ (83) $ 744 $ 12,714 $ 13,458
Portofino (A) 2,031 13,656 7 2,031 13,663 15,694
SkyCrest (A) 3,661 18,620 -- 3,661 18,620 22,281
SHOPPING CENTERS
Valencia Town Center $ 40,000 22,136 29,056 15,334 22,136 44,390 66,526
River Oaks (A) 2,354 5,302 (595) 2,354 4,707 7,061
NorthPark Village Square 2,642 5,506 -- 2,642 5,506 8,148
Castaic Village 3,082 1,801 6,779 3,082 8,580 11,662
HOTEL
Valencia Hilton Garden Inn (B) -- -- -- -- -- --
OFFICE AND MIXED USE PROJECTS
Town Center Office Building -- 7,204 -- -- 7,204 7,204
City Center Office Building 2,614 4,192 1,382 2,614 5,574 8,188
Valley Business Center 2,684 3,918 -- 2,684 3,918 6,602
Plaza del Rancho -- 4,225 -- -- 4,225 4,225
SINGLE TENANT FACILITIES
Office/Records Storage 569 2,151 -- 569 2,151 2,720
Retail Store - Trader Joe's 269 546 -- 269 546 815
Spectrum Health Club -- 6,043 -- -- 6,043 6,043
Restaurant - El Torito 248 802 -- 248 802 1,050
Restaurant - Hamburger Hamlet 459 708 -- 459 708 1,167
Restaurant - Red Lobster 134 -- -- 134 -- 134
Restaurant - Wendy's 91 300 -- 91 300 391
OTHER PROPERTIES AND LAND
UNDER LEASE 1,029 2,371 -- 1,029 2,371 3,400
------ ------ ------- ------ ------ ------- -------
TOTAL OPERATING PROPERTIES 40,000 44,747 119,198 22,824 44,747 142,022 186,769
------ ------ ------- ------ ------ ------- -------
PROPERTIES UNDER DEVELOPMENT
Hyatt Hotel and Conference Center -- 14,110 -- -- 14,110 14,110
Valencia Marketplace (C) -- 50,122 -- -- 50,122 50,122
Entertainment Complex -- 798 -- -- 798 798
Six-story Office Building -- 2,435 -- -- 2,435 2,435
Industrial Build-to-Suits/Lease -- 5,352 -- -- 5,352 5,352
Preconstruction costs -
various other projects -- 3,048 -- -- 3,048 3,048
------ ------ ------- ------ ------ ------- -------
TOTAL PROPERTIES UNDER DEVELOPMENT -- -- 75,865 -- -- 75,865 75,865
------ ------ ------- ------ ------ ------- -------
T O T A L $ 40,000 $ 44,747 $ 195,063 $ 22,824 $ 44,747 $ 217,887 $ 262,634
========= ========= ========= ========= ========= ========= =========
<CAPTION>
Year
Accumulated Completed/ Depreciable
Description Depreciation Acquired Lives
- ----------- ------------ -------- -----
<S> <C> <C> <C>
OPERATING PROPERTIES
APARTMENTS
Northglen $ (5,771) 1988 (E)
Portofino (5,481) 1989 (E)
SkyCrest (1,050) 1997 (E)
SHOPPING CENTERS
Valencia Town Center (12,428) 1992 (E)
River Oaks (2,244) 1987 (E)
NorthPark Village Square (302) 1996 (E)
Castaic Village (1,267) 1992 (E)
HOTEL
Valencia Hilton Garden Inn (B) -- 1991 (E)
OFFICE AND MIXED USE PROJECTS
Town Center Office Building (330) 1996 (E)
City Center Office Building (1,866) 1991 (E)
Valley Business Center (1,245) 1987 (E)
Plaza del Rancho (18) 1997 (E)
SINGLE TENANT FACILITIES
Office/Records Storage (148) 1996 (E)
Retail Store - Trader Joe's (63) 1994 (E)
Spectrum Health Club (110) 1997 (E)
Restaurant - El Torito (338) 1986 (E)
Restaurant - Hamburger Hamlet (217) 1990 (E)
Restaurant - Red Lobster -- 1986 (E)
Restaurant - Wendy's (101) 1984 (E)
OTHER PROPERTIES AND LAND
UNDER LEASE (1,190) Various (E)
-------
TOTAL OPERATING PROPERTIES (34,169)
-------
PROPERTIES UNDER DEVELOPMENT
Hyatt Hotel and Conference Center --
Valencia Marketplace (C) (1,209) (E)
Entertainment Complex --
Six-story Office Building --
Industrial Build-to-Suits/Lease (53)
Preconstruction costs -
various other projects --
-------
TOTAL PROPERTIES UNDER DEVELOPMENT (1,262)
-------
T O T A L $ (35,431)
=========
</TABLE>
62
<PAGE> 65
The Newhall Land and Farming Company
SCHEDULE III (CONTINUED)
December 31, 1997
(A) Part of a portfolio mortgage secured by five properties, including the
Company's headquarters building, with a remaining principal balance of
$45.3 million at December 31, 1997.
(B) Joint venture accounted for as an equity investment.
(C) Phase I opened November, 1996. Construction completion in 1998.
(D) The aggregate cost for federal income tax purposes is approximately
$295,761,000 at December 31, 1997.
(E) Reference is made to Note 2 of the Notes to Consolidated Financial
Statements for information related to depreciation.
(F) Reconciliation of total real estate carrying value for the three years
ended December 31, 1997 are as follows: (In thousands)
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Balance at beginning of period $ 215,193 $ 161,532 $ 160,518
Additions:
Cash expenditures 69,403 70,471 8,503
Deletions:
Cost of real estate sold (21,962) (16,810) (7,489)
--------- --------- ---------
Balance at end of period $ 262,634 $ 215,193 $ 161,532
========= ========= =========
</TABLE>
(G) Reconciliation of real estate accumulated depreciation for the three
years ended December 31, 1997 are as follows: (In thousands)
<TABLE>
<CAPTION>
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Balance at beginning of period $ 32,552 $ 27,028 $ 24,660
Additions:
Charged to expense 7,466 5,528 5,213
Other -- 262 --
Deletions:
Cost of real estate sold (4,587) (266) (2,845)
-------- -------- --------
Balance at end of period $ 35,431 $ 32,552 $ 27,028
======== ======== ========
</TABLE>
63
<PAGE> 66
INDEPENDENT AUDITORS' REPORT
The Board of Directors of Newhall Management Corporation and Partners of The
Newhall Land and Farming Company:
Under date of January 21, 1998, we reported on the consolidated balance sheets
of The Newhall Land and Farming Company and subsidiaries as of December 31,
1997, and 1996, and the related consolidated statements of income, changes in
partners' capital, and cash flows for each of the years in the three-year period
ended December 31, 1997, as contained in the annual report on Form 10-K for the
year 1997. In connection with our audits of the aforementioned consolidated
financial statements, we also audited the related schedule of real estate and
accumulated depreciation as of December 31, 1997 and for each of the years in
the three year period then ended. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.
In our opinion, the financial statement schedule, when considered in relation to
the basic consolidated financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.
Los Angeles, California / S / KPMG Peat Marwick LLP
January 21, 1998
64
<PAGE> 67
THE NEWHALL LAND AND FARMING COMPANY
INDEX TO EXHIBITS
Item 14 (a) 3
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
10(e) Form of Severance Agreements
10(v) First Amendment to The Newhall Land and Farming Company 1995
Option/Award Plan dated November 19, 1997
10(w) Form of award for premium price options granted under
The Newhall Land and Farming Company 1995 Option/Award
Plan
11 Computation of earnings per unit
21 Subsidiaries of the Registrant
23 Independent Auditors' Consent
27 Financial Data Schedule
</TABLE>
65
<PAGE> 1
Exhibit 10(e)
November 19, 1997
Dear Thomas L. Lee:
The Newhall Land and Farming Company (a California Limited Partnership)
(the "Partnership") considers the establishment and maintenance of a sound and
vital management to be essential to protecting and enhancing the best interests
of the Partnership and holders of its depositary units. In this connection, the
Partnership recognizes that the possibility of a change in control and the
uncertainty and questions which it may raise among management may result in the
departure or distraction of management personnel to the detriment of the
Partnership. Accordingly, the Partnership has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the Partnership's management, including yourself, to
their assigned duties without distraction in the face of the potentially
disturbing circumstances arising from the possibility of a change in control of
the Partnership.
As a result, the Partnership implemented a Change of Control Severance
Program as of March 16, 1988, which will provide you with financial support in
the event the Partnership undergoes a significant change of ownership or other
change in control. The Partnership has determined that it is appropriate to
modify such program as of the date of this letter. The terms of the Change of
Control Program, as modified (the "Program"), are outlined in this letter. If
you accept the terms of the Program, you should acknowledge such by signing the
acceptance at the end of the letter. Your participation in the Program will
begin effective as of the date your acceptance is received by the Partnership.
1. Events Entitling You to Benefits.
No benefits will be payable under the Program unless there is a Change
of Control (as defined below). You will become entitled to benefits under the
Program if, within the two-year period following a Change of Control,
(i) Your employment with the Partnership or Newhall Management
Corporation ("NMC") is terminated involuntarily for reasons other than death,
disability or discharge for Good and Sufficient Cause (as defined below); or
(ii) You voluntarily choose to terminate your employment for Good Reason
(as defined below).
As used herein, "Change of Control" means:
(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
<PAGE> 2
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) NMC is removed as Managing
General Partner; or (iii) the holders of depositary units 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 (iv) a
plan of complete liquidation of the Partnership is adopted or the
holders of depositary units of the Partnership approve an 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.
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
of such person has any agreement, arrangement or understanding, directly or
indirectly, for the purposes of acquiring, holding, voting or disposing of
Partnership interests.
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 NMC, 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 has any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of any partnership interest.
As used herein, voluntary termination by you of your employment for
"Good Reason" means termination subsequent to a Change of Control of the
Partnership, resulting from the occurrence of one of the following events
without your express written consent:
(i) A material reduction in your responsibilities, titles or
offices as in effect immediately prior to a Change of Control in
connection with the Partnership or NMC or any removal of you from or any
failure to re-elect you to any such positions, except in connection with
the involuntary termination of your employment for Good and Sufficient
Cause, or as a result of your death, disability or voluntary retirement,
or voluntary termination by you for other than Good Reason;
(ii) A reduction by the Partnership or NMC in your base salary as in
effect immediately prior to the Change of Control;
<PAGE> 3
(iii) The requirement by the Partnership or NMC that you be based
anywhere other than within a 50-mile radius of your location immediately
prior to a Change of Control, except for required travel on the
Partnership's business to an extent substantially consistent with your
present business travel obligations;
(iv) The failure by the Partnership or NMC to continue in effect, or
any action by the Partnership or NMC to change your participation or
benefits under, any bonus plan or incentive compensation plan, any
employee benefit plan qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended from time to time (the "Code"), any
severance plan, any non-qualified retirement or deferred compensation
plan, any ownership, purchase, option or other equity incentive plan,
any life, health, accident, disability or similar plan providing welfare
benefits or any plan or program of fringe benefits in which you are
participating immediately prior to a Change of Control, the effect of
which would be to materially reduce your aggregate benefits under all
such plans or programs as such existed immediately prior to the Change
of Control, or the failure by the Partnership to provide you with the
number of paid vacation days to which you are entitled in accordance
with the Partnership's general vacation policy in effect immediately
prior to the Change of Control; or
(v) The failure of the Partnership or NMC to obtain the express
assumption by any successor of the Partnership's obligations under the
Program, as contemplated in Section 3.
As used herein, "Good and Sufficient Cause" means any act of fraud or
dishonesty, or conviction of a felony involving moral turpitude or your
knowingly engaging in acts seriously detrimental to any of the operations of the
Partnership.
2. Benefits.
Benefits payable to you under the Program will consist of the following:
(i) Payment of a single lump sum equal to three (3) times the
aggregate of your annual base salary, general partners fees and
directors fees (as in effect immediately prior to the Change of
Control), which payment shall be made within thirty (30) days following
the date of your termination;
(ii) Payment in a single lump sum of three times the average of your
annual bonus payments for the two fiscal years prior to the Change of
Control, which payment shall be made within thirty (30) days following
the date of your termination;
(iii) Continuation of participation and coverage for a period of
three years from the date of your termination under all the
Partnership's life, medical, dental, and disability plans, the Senior
Management Survivor Benefit Plan, and all fringe benefit plans and
programs which you are participating in immediately prior to your
termination of employment, under the same coverages and on the same
terms as in effect immediately prior to the date of your termination (or
in the case of your voluntary termination for Good Reason following a
Change of Control as a result of a reduction in benefits, such coverages
and terms as were in effect immediately prior to a Change of Control);
provided that if your continued participation is not possible under the
general terms and provisions of such plans and programs, the Partnership
shall arrange to provide you with substantially similar benefits;
<PAGE> 4
(iv) Immediate vesting of any non-qualified deferred compensation or
retirement benefits and of any outstanding options to purchase
depositary units and related appreciation rights; and immediate lapse of
any rights of the Partnership to the return or repurchase of depositary
units granted to you pursuant to restricted units;
(v) A retirement benefit, payable at the same time and in the same
form as benefits payable to you under The Newhall Land and Farming
Partnership Retirement Plan and The Newhall Land and Farming Partnership
Pension Restoration Plan, as amended (the "Retirement Plans"), in the
amount of the additional benefits to which you would have been entitled
under the terms of the Retirement Plans (as in effect on the date of the
Change of Control) if you had remained employed for two years following
your termination; and
(vi) An additional retirement benefit, payable at the same time and
in the same form as benefits payable to you under the Retirement Plans,
in an amount calculated as follows:
(a) The sum of 2.025% (1.62% for Plan Years beginning on and after
January 1, 1997) of your Final Average Credited Compensation not
in excess of your Covered Compensation multiplied by your years
of Credited Benefit Service, up to twenty years of Credited
Benefit Service,
plus
(b) 3% (2.4% for Plan Years beginning on and after January 1, 1997)
of your Final Average Credited Compensation in excess of your
Covered Compensation in (a) above multiplied by your years of
Credited Benefit Service, up to twenty years of Credited Benefit
Service,
reduced by
(c) Any benefits payable to you from the Retirement Plans and
pursuant to subparagraph (v) above, without regard to the
limitations of Section 415 of the Internal Revenue Code.
Benefit accruals under the Partnership's employee benefit plans
qualified under Section 401(a) of the Code which you are participating in
immediately prior to your termination shall cease as the your date of
termination. You will become entitled to payment of benefits under such plans in
accordance with their terms.
Benefits payable under the Program will be in lieu of any severance pay
benefits provided under the Partnership's or NMC's general severance pay policy.
In the event you have an outstanding employment agreement with the Partnership
or NMC in effect as of your date of termination and such agreement provides you
with compensation and benefits which will continue during the period of time
coincident with that covered by this Program, your benefits under the Program
will be provided only to the extent they exceed the benefits under such
agreement.
3. Successors.
As used herein, "Partnership" means the Partnership (as defined above)
and any successor to its business and/or assets.
<PAGE> 5
The Partnership will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Partnership, by agreement to expressly assume
the Partnership's obligations under the Program in the same manner and to the
same extent that the Partnership would be required to perform if no such
succession had taken place.
4. Re-employment.
Entitlement to benefits under the Program is not contingent upon your
seeking or obtaining other employment. However, should you receive compensation
for services performed as an employee for another employer (including services
performed for another employer as an independent contractor if such services are
performed full time for one entity and are of the type ordinarily performed by
an employee in the line of business) during the period during which you would
otherwise be entitled to receive benefits pursuant to Section 2(iii) of this
Program, then to the extent that your new employer provides you with comparable
medical, dental, disability or life insurance coverage or other benefits, such
benefits provided under Section (iii) of the Program shall terminate.
5. Confidential Information.
You shall hold in a fiduciary capacity for the benefit of the
Partnership all secret or confidential information, knowledge or data relating
to the Partnership or any of its affiliated companies, and their respective
business, which shall have been obtained by you during your employment by the
Partnership or any of its affiliated companies and which shall not be public
knowledge (other than by your acts or acts of your representatives in violation
of this Section 5). After termination of your employment with the Partnership,
you shall not, without the prior written consent of the Partnership, communicate
or divulge any such information, knowledge or data to anyone other than the
Partnership and those designated by it. In no event shall an asserted violation
of the provisions of this Section 5 constitute a basis for deferring or
withholding any amounts otherwise payable to you under the Program.
6. General Provisions.
No provision in this Program shall be construed to guarantee continued
employment by the Partnership or NMC for any specified period of time, or to
impair or interfere with the Partnership's and NMC's right to dismiss its
employees.
You will be entitled to reimbursement by the Partnership of all
reasonable expenses, including attorneys' fees, incurred by you in enforcing the
provisions of this Program.
All payments are subject to applicable withholding taxes and income
taxes.
Please indicate your acceptance of the terms of the Program by signing
one copy of this letter and returning it to the Partnership in the enclosed
envelope. The second copy is for your own records.
This Program supersedes the Change of Control Severance Program entered
into as of March 16, 1988 between you and the Partnership.
Sincerely,
<PAGE> 6
----------------------
I have read this letter and understand that the Program defines the entire
obligation of The Newhall Land and Farming Company ("Partnership") with respect
to the benefits identified above and is limited to those benefits. I further
understand that the Program modifies the Partnership's or NMC's obligations
under the Partnership's or NMC's general severance pay policy in the manner
described above and that the opportunity to receive the special benefits
provided under the Program represents valuable consideration for this
modification. I accept the terms of the Program.
Date: __________________ _____________________________
L:Board\CICTLL
<PAGE> 1
Exhibit 10(v)
FIRST AMENDMENT TO
THE NEWHALL LAND AND FARMING COMPANY
1995 OPTION/AWARD PLAN
This First Amendment to The Newhall Land and Farming Company 1995
Option/Award Plan (the "Plan") is adopted as of November 19, 1997.
The last sentence of paragraph 1.3.A of the Plan, which previously read
as follows:
"The aggregate number of depositary units that may be issued under the
Plan will not exceed 600,000, subject to adjustment in accordance with
the terms of the Plan."
Is hereby amended to read as follows:
"The aggregate number of depositary units that may be issued under the
Plan will not exceed 3,650,000, subject to adjustment in accordance with
the terms of the Plan."
IN WITNESS WHEREOF, The Newhall Land and Farming Company (a California
Limited Partnership) has adopted this First Amendment to The Newhall Land and
Farming Company 1995 Options/Award Plan.
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/ THOMAS H. ALMAS
----------------------------------------------
Name: Thomas H. Almas
Title: Vice President - Administration
and Secretary
<PAGE> 1
Exhibit 10(w)
THE NEWHALL LAND AND FARMING COMPANY
PREMIUM PRICE OPTION AGREEMENT
A. The Newhall Land and Farming Company ("Partnership") has implemented The
Newhall Land and Farming Company 1995 Option/Award Plan (the "Plan") for the
purpose of attracting and retaining the services of key employees (including
officers) of the Partnership and any affiliated entities thereof, and
non-employee Board members of the managing general partner of the Partnership,
and its managing general partner.
B. Optionee is an individual who is to render valuable services to the
Partnership or one or more affiliated entities thereof, and this Agreement is
executed pursuant to, and is intended to carry out the purposes of, the Plan in
connection with the Partnership's grant of an option to Optionee.
C. All capitalized terms shall have the meaning as those terms are defined in
the Plan unless otherwise indicated.
1. GRANT OF OPTION. Subject to and upon the terms and conditions set
forth in this Agreement, the Partnership hereby grants to ______________ (the
"Optionee"), as of November 19, 1997 (the "Grant Date"), an option (the
"Option") to purchase from the Partnership from time to time during the option
term, (i) ___________ Partnership units ("Units") at an exercise price of $31.30
per Unit (the "Tranche I Options"), and (ii) _____________ Units at an exercise
price of $33.39 per Unit (the "Tranche II Options").
2. NO TANDEM OPTION/APPRECIATION RIGHTS. This Option is not granted in
tandem with any appreciation right.
3. OPTION TERM. This Option shall expire at the close of business on the
fifth anniversary of the Grant Date (the "Expiration Date"), unless sooner
terminated in accordance with Paragraph 5, 6, 9 or 10.
4. LIMITED TRANSFERABILITY. This Option shall be exercisable only by
Optionee during Optionee's lifetime and shall not be transferable or assignable
by Optionee other than by will or by the laws of descent and distribution
following Optionee's death. However, Optionee may designate a beneficiary who
may exercise the Option or receive compensation under the Option after
Optionee's death.
5. EXERCISE OF OPTION.
a. VESTING OF TRANCHE I OPTIONS: The Tranche I Options shall
become exercisable on November 20, 2000 if Optionee's Service has not terminated
prior to November 20, 2000 and either:
(i) The Fair Market Value (as defined below) of a Unit
equals or exceeds $31.30 per Unit for any ten of any twenty consecutive
trading days during the period beginning on and including November 19,
1997 and ending on and including November 19, 1999; or
(ii) The Total Percentage Return with respect to a Unit
for the period beginning November 19, 1997 through November 20, 1999
equals or exceeds the 75th Percentile of the Shareholder Return of the
Peer Group (as defined below) for the same period.
<PAGE> 2
If neither of the tests set forth in (i) or (ii) above is satisfied,
then, except as set forth in Paragraph 9, the Tranche I Options shall be
unexercisable and shall be cancelled.
b. VESTING OF TRANCHE II OPTIONS. The Tranche II Options shall
become exercisable in full on November 20, 2000, if Optionee's Service has not
terminated prior to November 20, 2000 and either:
(i) The Fair Market Value of a Unit equals or exceeds
$33.39 per Unit for any ten of any twenty consecutive trading days
during the period beginning on and including November 19, 1997 and
ending on and including November 19, 2000; or
(ii) The Total Percentage Return with respect to a Unit
for the period beginning November 19, 1997 through November 20, 2000
equals or exceeds the 75th Percentile of the Shareholder Return of the
Peer Group (as defined below) for the same period.
If neither of the tests set forth in (i) or (ii) above is satisfied,
then, except as set forth in Paragraph 9, the Tranche II Options shall be
unexercisable and shall be cancelled.
c. PRO-RATED VESTING IF UNIT PRICE TESTS ARE MET AND SERVICE
CEASES PRIOR TO NOVEMBER 20, 2000. If Optionee's Service is terminated prior to
November 20, 2000, such Service was not terminated as a result of an event
described in Paragraph 6(a), and the test for the exercise of Tranche I or
Tranche II or both set forth in Paragraph 5(a)(i) or 5(b)(i), as applicable, are
met prior to the date that Service terminates, then this Option shall become
exercisable, on the date of termination of Service, with respect to the number
of Units, calculated separately for each Tranche, equal to (x) the number of
Units in such Tranche that Optionee could have purchased under this Option if
his Service had not terminated prior to November 20, 2000, multiplied by (y) the
number of days in the period beginning with and including November 20, 1997 and
ending with and including the date Service ceases, divided by (z) 1,096.
This Option shall not become exercisable for any additional Units
following Optionee's cessation of Service.
6. EFFECT OF CESSATION OF SERVICE.
a. CESSATION OF SERVICE AS A RESULT OF MISCONDUCT. Should (i)
Optionee's Service be terminated for misconduct (including, but not limited to,
any act of dishonesty, willful misconduct, fraud or embezzlement) or (ii)
Optionee make any unauthorized use or disclosure of confidential information or
trade secrets of the Partnership or any parent or subsidiary, then in any such
event this Option shall terminate immediately and cease to be outstanding.
b. CESSATION OF SERVICE IN OTHER CIRCUMSTANCES. If Optionee
ceases Service and Paragraph 6(a) does not apply to such termination, the Option
shall terminate in accordance with the following provisions:
(i) This Option shall immediately terminate and cease to
be outstanding for any Units for which it is not exercisable at the time of
Optionee's cessation of Service.
<PAGE> 3
(ii) Should Optionee cease Service for any reason other
than death or Retirement while this Option is outstanding, then this Option
shall be exercisable for all of the Units for which this Option is exercisable
at the time of such cessation of Service. Such right shall lapse, and this
Option shall terminate and cease to remain outstanding, upon the earlier of (i)
the expiration of the three (3)-month period measured from the date of
Optionee's cessation of Service, or (ii) the Expiration Date.
(iii) Should Optionee die while this Option is
outstanding, or within three (3) months after Optionee ceases Service, then
Optionee's designated beneficiary, or, if no beneficiary has been designated,
Optionee's estate or heirs shall have the right to exercise the Option for any
or all of the Units for which this Option is exercisable at the time of
Optionee's death. Such right shall lapse, and this Option shall terminate and
cease to remain outstanding, upon the earlier of (i) the expiration of the
twelve (12)-month period measured from the date of Optionee's death, or (ii) the
Expiration Date.
(iv) Should Optionee Retire while this Option is
outstanding, then this Option shall be exercisable for all of the Units for
which this Option is exercisable at the time of such Retirement. Such right
shall lapse, and this Option shall terminate and cease to remain outstanding
upon the earlier of (i) the expiration of the thirty-six (36)-month period
measured from the date of Optionee's Retirement, or (ii) the Expiration Date.
7. DEFINITIONS. For purposes of this Agreement, the following
definitions shall apply:
(a) "Fair Market Value" shall mean, with respect any security,
the closing selling price of such security as quoted on the New York Stock
Exchange Composite Tape on the date in question. If the security is not listed
or admitted for trading on the NYSE, but is listed or traded on another
established stock exchange or national market system (including without
limitation the NASDAQ National Market System), the Fair Market Value of the
security shall be the closing sales price for such security on such exchange or
national market system.
(b) "Total Percentage Return" shall mean, with respect to a
security, (x) the increase, if any, during the relevant period in the Fair
Market Value of a hypothetical fund consisting of one such security plus the
number of such securities that could be acquired by the end of the period
through the immediate reinvestment of distributions made during the period on
the security (and, for the remainder of the period after their acquisition, on
the additional securities so acquired), divided by (y) the Fair Market Value of
one such security at the beginning of the period. The Fair Market Value of one
outstanding unit of the Partnership at the beginning of the period has been
determined to be $25.04. The beginning Fair Market Value of the common equity
securities of the companies in the Peer Group are shown on Exhibit A.
(c) The "75th Percentile of the Shareholder Return of the Peer
Group" for a measured period is calculated as follows. The Total Percentage
Return is calculated for the common equity security of each company in the Peer
Group for the applicable period. The 75th Percentile is the Total Percentage
Return which is greater than seventy-five percent of the Total Percentage
Returns of all the companies in the Peer Group.
(d) "Peer Group" means the companies identified on Exhibit A
hereto; provided, however, if the common equity securities of a company are not
publicly traded during any portion of a measurement period, such company will be
excluded from the Peer Group for such measurement period.
<PAGE> 4
(e) Optionee shall be deemed to remain in "Service" for so long
as such individual renders services on a periodic basis to the Partnership (or
any subsidiary or other affiliated entity) in the capacity of an employee.
(f) An entity shall be considered to be a "subsidiary" of the
Partnership if it is a member of an unbroken chain of entities beginning with
the Partnership, provided each such entity in the chain (other than the last
entity) owns, at the time of determination, securities possessing fifty percent
(50%) or more of the total combined voting power of all classes of securities in
one of the other entities in such chain.
(g) An entity shall be considered to be a "parent" of the
Partnership if it is a member of an unbroken chain ending with the Partnership,
provided each such entity in the chain (other than the Partnership) owns, at the
time of determination, securities possessing fifty percent (50%) or more of the
total combined voting power of all classes of securities in one of the other
entities in such chain.
(h) "Retirement" shall mean the Optionee's cessation of Service
on or after either of the following: (x) the first day of the month coinciding
with or next following Optionee's sixty-fifth (65) birthday; or (y) the first
day of a calendar month after meeting the age and service requirements for early
retirement, which are: Optionee's years of service for the Partnership or an
affiliated entity meet or exceed ten (10) years of service, and Optionee has
attained age 55.
8. ADJUSTMENT IN UNITS.
a. If any change is made to the Units issuable under the Plan
(whether by reason of merger, consolidation, reorganization, recapitalization,
Unit distribution, Unit split, combination of Units, exchange of Units, or other
change in partnership or capital structure of the Partnership), or if the
Partnership makes a distribution to holders of Units which results from the sale
or disposition of a major asset or separate operating division of the
Partnership, which would materially dilute the rights of option holders', then
the Committee shall make appropriate adjustments to (i) the maximum number
and/or class of securities issuable under the Plan, (ii) the number and/or class
of securities and price per Unit in effect under each outstanding option under
the Plan and (iii) the maximum number of Units issuable to one individual
pursuant to Paragraph 1.3.D of the Plan. The purpose of these adjustments will
be to preclude the enlargement or dilution of rights and benefits under the
options:
<PAGE> 5
b. If any change is made to the Units issuable under the Plan by
reason of a Structural Transaction or a Change in Control that does not result
in the termination of all outstanding options, the Committee may adjust the
maximum number of Units issuable under the Plan, the number of Units subject to
options, and the option price, as provided in Paragraph 1.3.C. of the Plan.
9. ACCELERATION OF OPTIONS. Irrespective of whether or not the tests set
forth in Paragraph 5(a) or 5(b) have been met, in the event of a Structural
Transaction or Change in Control as defined in the Plan, this Option will be
automatically accelerated and shall become fully exercisable; provided, however,
no acceleration of Options will occur with respect to Optionee if Optionee's
Service has terminated prior to the date of the Structural Transaction or Change
of Control.
10. CANCELLATION OF OPTION. In the event of any Structural Transaction,
the Committee shall have the discretion to cancel outstanding options in whole
or in part, subject to such conditions as the Committee may determine, upon
payment to the Optionee with respect to each cancelled option, an amount in cash
not less than the difference between (i) the Fair Market Value (at the effective
date of such Structural Transaction) of the consideration the Optionee would
have received if the Option had been exercised immediately prior to the
effective date of such Structural Transaction and (ii) the exercise price of
such Option.
11. PARTNERSHIP STRUCTURE. The grant of this Option shall in no way
affect the Partnership's right to adjust, reclassify, reorganize, or otherwise
change its capital or business structure or to merge, consolidate, dissolve,
liquidate, or sell or transfer any part of its business or assets.
12. PRIVILEGE OF UNITHOLDER RIGHTS. The holder of this Option shall not
have any of the rights of a unitholder with respect to the Units until such
individual shall have exercised the Option and paid the exercise price for the
purchased Units.
13. WITHHOLDING. Grantee may elect to have the Partnership withhold,
from the Units otherwise issuable pursuant to this Option, one or more of such
Units with an aggregate Fair Market Value equal to the Federal, state and local
employment and income taxes ("Taxes") incurred in connection with the
acquisition of such Units. Grantee may also deliver previously acquired Units
held for the requisite period to avoid a charge to earnings in satisfaction of
such Taxes. The withheld or delivered Units will be valued at Fair Market Value
on the applicable determination date for such Taxes.
14. MANNER OF EXERCISING OPTION. In order to exercise this Option with
respect to all or any part of the Units for which this Option is at the time
exercisable, Optionee (or in the case of exercise after Optionee's death,
Optionee's designated beneficiary, executor, administrator, heir or legatee, as
the case may be) must take the following actions:
a. Deliver to the Secretary of the Partnership an executed notice
of exercise in the form provided by the Partnership (the "Exercise Notice") in
which there is specified the number of Units which are to be purchased under the
exercised Option.
b. Pay the aggregate exercise price for the purchased Units
through one or more of the following alternatives:
(i) in cash or cash equivalents made payable to the
Partnership;
<PAGE> 6
(ii) in Units valued at their Fair Market Value as of the
Exercise Date (defined below) and held for the requisite period in order to
avoid a charge to earnings (currently six (6) months, but subject to change);
(iii) through a sale and remittance procedure under which
the Optionee delivers a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Partnership the
amount of sale proceeds to pay the Option price; or
(iv) such other lawful consideration as the Committee
shall determine.
For purposes of clause (ii) immediately above, the "Exercise
Date" is the date on which written notice of the exercise of the Option is
delivered to the Partnership. In all other cases, the Exercise Date is the date
on which written notice and actual payment is received by the Partnership.
Except to the extent the sale and remittance procedure specified
above is utilized in connection with the Option exercise, payment of the
exercise price for the purchased Units must accompany the Exercise Notice.
Furnish to the Partnership appropriate documentation that the
person or persons exercising the Option (if other than Optionee) have the right
to exercise this Option.
As soon as practical after receipt of the Exercise Notice, the
Partnership shall mail or deliver to or on behalf of Optionee (or any other
person or persons exercising this Option in accordance herewith) a depositary
receipt representing the purchased Units.
In no event may this Option be exercised for any fractional
Units.
15. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.
16. COUNTERPARTS. The Option may be executed in counterparts each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
17. COMPLIANCE WITH LAW AND REGULATIONS. The exercise of this Option and
the issuance of Units upon such exercise shall be subject to compliance by the
Partnership and Optionee with all applicable requirements of law relating
thereto and with all applicable regulations of any stock exchange on which the
Partnership's Units may be listed at the time of such exercise and issuance.
18. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraph 4, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the designated beneficiaries, successors, administrators, heirs
and legal representatives of Optionee and the successors and assigns of the
Partnership.
19. LIABILITY OF PARTNERSHIP. The inability of the Partnership to obtain
approval from any regulatory body having authority deemed by the Partnership to
be necessary to the lawful issuance and sale of any Units pursuant to this
Option shall relieve the Partnership of any liability with respect to the
non-issuance or sale of the Units as to which such approval shall not have been
obtained. The Partnership shall, however, use its best efforts to obtain all
such approvals.
<PAGE> 7
20. NO EMPLOYMENT/SERVICE CONTRACT. Nothing in this Agreement or in the
Plan shall confer upon Optionee any right to continue in the Service of the
Partnership (or any subsidiary or other affiliated entity employing or retaining
Optionee) for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Partnership (or any affiliated entity) or
Optionee, which rights are hereby expressly reserved by each party, to terminate
Optionee's Service at any time for any reason whatsoever, with or without cause.
21. NOTICES. Any notice required to be given or delivered to the
Partnership under the terms of this Agreement shall be in writing and addressed
to the Partnership in care of the Corporate Secretary at Newhall Management
Corporation, 23823 Valencia Boulevard, Valencia, CA 91355. Any notice required
to be given or delivered to Optionee shall be in writing and addressed to
Optionee at the address indicated on the signature page hereto.
All notices shall be deemed to have been given or delivered upon
personal delivery or upon deposit in the U.S. mail, by registered or certified
mail, postage prepaid and properly addressed to the party to be notified.
22. CONSTRUCTION. This Agreement and the Option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by and
subject to the express terms and provisions of the Plan; provided, however, in
the event of a conflict between the terms of this agreement and the terms of the
Plan, the terms of this agreement will prevail. All decisions of the Committee
with respect to any question or issue arising under the Plan or this Agreement
shall be conclusive and binding on all persons having an interest in this
Option.
23. WITHHOLDING. Optionee shall make appropriate arrangements with the
Partnership or any parent, subsidiary or affiliated entity employing Optionee
for the satisfaction of all Federal, state or local income and employment tax
withholding requirements applicable to the exercise of this option.
* * *
<PAGE> 8
[SIGNATURE PAGE TO PREMIUM PRICE OPTION AGREEMENT]
IN WITNESS WHEREOF, Optionee and the Partnership have caused this
Agreement to be executed as of March 5, 1998.
THE PARTNERSHIP
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:
--------------------------------------------
Thomas H. Almas
Vice President - Admin. and Secretary
OPTIONEE
-----------------------------------------------
Signature
Name:
------------------------------------------
Address:
---------------------------------------
---------------------------------------
I designate the following beneficiary(ies):
Relationship:
- ----------------------------------- --------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 1
Exhibit 11
THE NEWHALL LAND AND FARMING COMPANY
COMPUTATION OF EARNINGS PER UNIT
(in thousands, except per unit)
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------
Partnership Units 1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
Average number of units outstanding during the period 34,520 35,292 36,241
Net units issuable in connection with dilutive
options based upon use of the treasury stock method 230 119 31
------- ------- -------
Average number of primary units 34,750 35,411 36,272
======= ======= =======
Net income $44,493 $41,889 $27,317
======= ======= =======
Net income per unit $ 1.29 $ 1.19 $ .75
======= ======= =======
Net income per unit - assuming dilution $ 1.28 $ 1.18 $ .75
======= ======= =======
</TABLE>
<PAGE> 1
EXHIBIT 21
THE NEWHALL LAND AND FARMING COMPANY
SUBSIDIARIES
The following subsidiaries are included in the Registrant's December 31,
1997 consolidated financial statements:
Newhall Depositary Company
(a California corporation)
Valencia Water Company
(a California corporation)
Valencia Town Center Associates
Limited Partnership
(a California limited partnership)
<PAGE> 1
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of Newhall Management Corporation and Partners of The
Newhall Land and Farming Company:
We consent to incorporation by reference in the Registration Statements on Form
S-8 (Numbers 033-53767, 033-53769, 033-58171 and 333-15303) of The Newhall Land
and Farming Company of our report dated January 21, 1998, relating to the
consolidated balance sheets of The Newhall Land and Farming Company and
subsidiaries as of December 31, 1997, and 1996, and the related consolidated
statements of income, changes in partners' capital, and cash flows for each of
the years in the three-year period ended December 31, 1997, which report appears
in the December 31, 1997, annual report on Form 10-K of The Newhall Land and
Farming Company.
/s/ KPMG PEAT MARWICK LLP
Los Angeles, California
March 18, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,770
<SECURITIES> 0
<RECEIVABLES> 19,027
<ALLOWANCES> 654
<INVENTORY> 53,875
<CURRENT-ASSETS> 0
<PP&E> 384,473
<DEPRECIATION> 69,843
<TOTAL-ASSETS> 403,932
<CURRENT-LIABILITIES> 0
<BONDS> 156,946
0
0
<COMMON> 0
<OTHER-SE> 145,277
<TOTAL-LIABILITY-AND-EQUITY> 403,932
<SALES> 163,127
<TOTAL-REVENUES> 207,701
<CGS> 107,043
<TOTAL-COSTS> 143,803
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,137
<INCOME-PRETAX> 44,493
<INCOME-TAX> 0
<INCOME-CONTINUING> 44,493
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 44,493
<EPS-PRIMARY> 1.29
<EPS-DILUTED> 1.28
</TABLE>
