<PAGE> 1
As filed with the Securities and Exchange Commission on June 24, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
THE NEWHALL LAND AND FARMING COMPANY
(A CALIFORNIA LIMITED PARTNERSHIP)
<TABLE>
<S> <C>
CALIFORNIA 95-3931727
(State of Incorporation or Organization) (I.R.S. Employer Identification Number)
</TABLE>
23823 VALENCIA BOULEVARD
VALENCIA, CALIFORNIA 91355
(Address of principal executive offices)
THE NEWHALL LAND AND FARMING COMPANY
1995 OPTION/AWARD PLAN
(Full title of the plans)
---------------
THOMAS L. LEE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
NEWHALL MANAGEMENT CORPORATION
23823 VALENCIA BOULEVARD, VALENCIA, CALIFORNIA 91355
(805) 255-4000
(Agent for service)
---------------
It is requested that copies of communications be sent to:
RICHARD C. WIRTHLIN, ESQ.
IRELL & MANELLA LLP
333 S. HOPE ST., SUITE 3300
LOS ANGELES, CALIFORNIA 90071
(213) 620-1555
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum Amount of
to be registered registered(1) Price Per Unit(2) Aggregate Offering Price(2) registration fee(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Depositary Units 3,050,000 $28.6875 $87,496,875 $25,812
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also covers any additional Depositary Units
that are acquired under The Newhall Land and Farming Company 1995
Option/Award Plan by reason of any Depositary Unit distribution,
Depositary Unit split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the Registrant's outstanding Depositary Units.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933 on the basis of the average of the high and low
selling price per Depositary Unit of The Newhall Land and Farming Company
on June 17, 1998 as reported by the New York Stock Exchange.
<PAGE> 2
EXPLANATORY NOTE
On March 22, 1995, The Newhall Land and Farming Company, a California
Limited Partnership (the "Registrant") filed a Registration Statement on Form
S-8, File No. 01-08885 (the "1995 Registration Statement"), which registered
600,000 depositary units of the Registrant (the "Depositary Units") to be
acquired from the Registrant or on the open market pursuant to The Newhall Land
and Farming Company 1995 Option/Award Plan (the "Plan"). Pursuant to General
Instruction E of Form S-8, this Registration Statement on Form S-8 (the
"Registration Statement") incorporates the 1995 Registration Statement by
reference and registers an additional 3,050,000 Depositary Units which may be
acquired pursuant to the Plan. This Registration Statement also contains a
prospectus meeting the requirements of Part I of Form S-3 relating to
reofferings by certain persons of 2,450,000 Depositary Units which may be
acquired pursuant to the Plan.
-ii-
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended, the
information required by Part I of Form S-8 is incorporated by reference in the
Reoffer Prospectus which follows. The Reoffer Prospectus, together with the
documents incorporated by reference pursuant to Item 3 of Part II of this
Registration Statement, constitutes the Section 10(a) Prospectus.
-iii-
<PAGE> 4
REOFFER PROSPECTUS
The material which follows, up to but not including the pages beginning
Part II of this Registration Statement, constitutes a prospectus prepared in
accordance with the applicable requirements of Part I of Form S-3 and General
Instruction C to Form S-8, to be used in connection with resales of securities
acquired under the Registrant's 1995 Option/Award Plan.
THE NEWHALL LAND AND FARMING COMPANY
DEPOSITORY UNITS
2,450,000 UNITS
---------------
This Prospectus relates to 2,450,000 depositary units (the "Depositary
Units") of The Newhall Land and Farming Company, a California Limited
Partnership (the "Company" or the "Partnership"), which may be offered from time
to time by one or all of the selling individuals named herein (the "Sellers")
or, pursuant to General Instruction C to Form S-8, in a supplement to this
Prospectus. The Company will receive no part of the proceeds of such sales. The
Company has agreed to pay certain costs and expenses incurred in connection with
the registration of the Depositary Units offered hereby, except that the Sellers
shall be responsible for all selling commissions, transfer taxes and related
charges in connection with the offer and sale of such Depositary Units.
See "Plan of Distribution."
The Sellers may sell all or a portion of the Depositary Units offered
hereby from time to time on the New York Stock Exchange and/or Pacific Stock
Exchange at prevailing prices at the time of such sales, at prices related to
such prevailing prices or at negotiated prices. The Sellers may effect such
transactions by selling to or through one or more broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Sellers. The Sellers and any broker-dealers
that participate in the distribution may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"),
and any commissions received by such broker-dealers and any profits realized on
the resale of Depositary Units by them may be deemed to be underwriting
discounts and commissions under the Securities Act. The Sellers may agree to
indemnify such broker-dealers against certain liabilities, including liabilities
under the Securities Act. To the extent required, the specified Depositary Units
to be sold, the public offering price, the names of any such broker-dealers, and
any applicable commission or discount with respect to any particular offer will
be set forth in a supplement to this Prospectus. See "Plan of Distribution."
The Depositary Units are listed on the New York and Pacific Stock
Exchanges under the ticker symbol NHL. On June 17, 1998, the closing sale price
of the Company's Depositary Units on the New York Stock Exchange was $28.625 per
unit.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
FOR INFORMATION CONCERNING CERTAIN FACTORS RELATING TO THIS OFFERING, SEE "RISK
FACTORS."
The date of this Prospectus is June 24, 1998.
-iv-
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION................................................................................. v
DOCUMENTS INCORPORATED BY REFERENCE................................................................... vi
THE COMPANY........................................................................................... vii
RISK FACTORS.......................................................................................... vii
USE OF PROCEEDS....................................................................................... ix
SELLING SECURITY HOLDERS.............................................................................. ix
PLAN OF DISTRIBUTION.................................................................................. xi
LEGAL MATTERS......................................................................................... xii
EXPERTS............................................................................................... xii
</TABLE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, THE SELLERS OR ANY UNDERWRITER. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH
SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: Seven World Trade Center, New York, New York 10048
and Northwestern Atrium Center, 500 W. Madison Street, 14th Floor, Chicago,
Illinois 60661. Copies may be obtained at the prescribed rates from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company.
-v-
<PAGE> 6
The Company has filed with the Commission a registration statement on
Form S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act, with respect to the Depositary Units
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits thereto, as permitted by
the rules and regulations of the Commission. For further information with
respect to the Company and the Depositary Units offered hereby, reference is
hereby made to the Registration Statement, including the exhibits filed or
incorporated as a part thereof. Statements contained herein concerning the
provisions of any document are not necessarily complete and in each instance
reference is made to the copy of the document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its entirety by
reference to the copy of the applicable documents filed with the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company under the
Exchange Act with the Commission are incorporated herein by reference: (1) the
Company's Annual Report on Form 10-K for the year ended December 31, 1997; and
(2) the description of the Company's Depositary Units as set forth in the
registration statement filed by the Company on Form 8-B, File No. 1-08885, filed
with the Commission on April 24, 1985, which describes the terms, rights and
provisions applicable to the Depositary Units, and any amendments thereto filed
with the Commission for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Depositary Units made hereby shall be
deemed to be incorporated in this Prospectus by reference and to be a part
hereof from the date of filing of such documents, except as to any portion of
any future Annual or Quarterly Report to the Company's security holders that is
not deemed to be filed under said provisions. Any statement incorporated herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy
of this Prospectus has been delivered, on the request of such person, a copy of
any and all of the information that has been or may be incorporated by reference
in this Prospectus, other than exhibits thereto. Written or oral requests for
such copies should be directed to The Newhall Land and Farming Company at 23823
Valencia Boulevard, Valencia, California 91355, Attention: Secretary. The
telephone number is (805) 255-4000.
-vi-
<PAGE> 7
THE COMPANY
The Newhall Land and Farming Company, a California Limited Partnership
(the "Company"), is engaged in the development of residential, industrial and
commercial real estate and in agriculture, on its approximately 91,000 acres in
California. The Company's principal landholdings are located 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 Company's primary
business is developing master-planned communities. 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's executive offices are located at 23823 Valencia
Boulevard, Valencia, California 91355. The Company's telephone number is (805)
255-4000.
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 predecessor corporation were
listed in the New York Stock Exchange in 1970.
RISK FACTORS
An investment in the Depositary Units offered by this Prospectus
involves a high degree of risk. In addition, this Prospectus 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 before purchasing
Depositary Units. 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
-vii-
<PAGE> 8
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.
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.
-viii-
<PAGE> 9
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.
MARKET FOR THE DEPOSITARY UNITS; POSSIBLE PRICE VOLATILITY
Although the Depositary Units are listed on the New York Stock Exchange
and the Pacific Stock Exchange, the Depositary Units may not be widely
distributed. Accordingly, no assurance can be given as to the liquidity of the
Depositary Units. In addition, the market price for the Depositary Units may be
volatile and subject to fluctuations resulting from news announcements
concerning the Company or its industry, general securities market conditions or
other factors.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Depositary Units offered hereby.
SELLING SECURITY HOLDERS
The Depositary Units covered by this Prospectus are being registered
for reoffers and resales by Selling Security Holders of the Company who may
acquire such Depositary Units pursuant to the exercise of options that have been
granted or may be granted under the Company's 1995 Option/Award Plan (the
"Plan"). The Selling Security Holders named below may resell all, a portion, or
none of the Depositary Units that they may acquire pursuant to the exercise of
options.
Key employees deemed to be "affiliates" of the Company who acquire
registered Depositary Units under the Plan may be added to the Selling Security
Holders listed below from time to time, either by means of a post-effective
amendment hereto or by use of a prospectus filed pursuant to Rule 424 under the
Securities Act. An "affiliate" is defined in Rule 405 under the Securities Act
as a "person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with," the Company.
The following table shows the names of the Selling Security Holders,
their positions with the Company, the number of Depositary Units known by the
Company to be beneficially owned by them as of December 31, 1997, the number of
Depositary Units covered by this Prospectus and the number of Depositary Units
to be owned by each Selling Security Holder if such Selling Security Holder were
to sell all of his Depositary Units covered by this Prospectus.
-ix-
<PAGE> 10
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Number of Number of Depositary PERCENTAGE OF
Depositary Units to be Held CLASS TO BE
Units Covered After Offering(2) BENEFICIALLY
Position Number of Depositary by this OWNED AFTER
SELLING SECURITY HOLDER with the Company Units Beneficially Owned Prospectus (1) OFFERING(2)(3)
- ----------------------- ---------------- ------------------------ -------------- --------------
<S> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Gary M. Cusumano President, Chief 237,854(5)(6)(7) 550,000 237,854(5)(6)(7) (4)
Operating
Officer and
Director
- -----------------------------------------------------------------------------------------------------------------------------------
Thomas E. Dierckman Senior Vice 93,325(6)(7)(8) 350,000 93,325(6)(7)(8) (4)
President
- -----------------------------------------------------------------------------------------------------------------------------------
James M. Harter Senior Vice 34,540(6)(7)(8) 300,000 34,540(6)(7)(8) (4)
President
- -----------------------------------------------------------------------------------------------------------------------------------
Thomas L. Lee Chairman, Chief 243,667(5)(6)(7)(8) 700,000 243,667(5)(6)(7)(8) (4)
Executive
Officer and
Director
- -----------------------------------------------------------------------------------------------------------------------------------
Stuart M. Mork Senior Vice 58,026(6)(7)(8) 350,000 58,026(6)(7)(8) (4)
President and
Chief Financial
Officer
- -----------------------------------------------------------------------------------------------------------------------------------
James R. Wheeler Vice President 2,153 200,000 2,153
Residential -
Valencia
===================================================================================================================================
</TABLE>
(1) Includes an indeterminate number of Depositary Units which may be
issued under the Company's Plan, up to an aggregate number of
Depositary Units equal to the number of Depositary Units covered by
this Prospectus.
(2) Assumes that no additional Depositary Units are purchased and sold by
any Selling Security Holder.
(3) Assumes that no additional Depositary Units (other than those sold, if
any, pursuant to this Prospectus) are issued or repurchased by the
Company after the date hereof.
(4) Less than one percent of outstanding Depositary Units.
(5) 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 the Annual Report on Form 10-K for the year
ended December 31, 1997 for information on a shareholders' agreement,
voting trust agreement and limited partnership agreement relating to
these units.
(6) Includes 109,125 units for Mr. Cusumano, 78,750 for Mr. Dierckman,
24,750 for Mr. Harter, 143,325 for Mr. Lee and 51,750 for Mr. Mork
which they have the right to acquire pursuant to the Company's Plan.
(7) Includes unit rights to receive an equal number of partnership units
under certain circumstances pursuant to the Plan of 552 for Mr.
Cusumano, 1,050 for Mr. Dierckman, 1,585 for Mr. Harter, 1,163 for Mr.
Lee, 691 for Mr. Mork and 333 for Mr. Wheeler.
(8) Includes units held by the Company's Employee Savings Plan of 2,315 for
Mr. Dierckman, 1,201 for Mr. Harter, 1,671 for Mr. Lee, 2,110 for Mr.
Mork and 217 for Mr. Wheeler.
PLAN OF DISTRIBUTION
The sale of all or a portion of the Depositary Units offered hereby by
the Selling Security Holders may be effected from time to time on the New York
and/or Pacific Stock Exchanges at prevailing prices at the time of such sales,
at prices related to such prevailing prices or at negotiated prices. The Selling
Security Holders may effect such transactions by selling to or through one or
-x-
<PAGE> 11
more broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Security Holders. The Selling Security Holders and any broker-dealers that
participate in the distribution may be deemed to be "underwriters" within the
meaning of the Securities Act, and any commissions received by such
broker-dealers and any profits realized on the resale of Depositary Units by
them may be deemed to be underwriting discounts and commissions under the
Securities Act. The Selling Security Holders may agree to indemnify such
broker-dealers against certain liabilities, including liabilities under the
Securities Act.
To the extent required under the Securities Act, a supplement to this
Prospectus will be filed disclosing (a) the name of any such broker-dealers, (b)
the number of Depositary Units involved, (c) the price at which such Depositary
Units are to be sold, (d) the commissions paid or discounts or concessions
allowed to such broker-dealers, where applicable, (e) that such broker-dealers
did not conduct any investigation to verify the information set out or
incorporated by reference in this Prospectus, as supplemented, and (f) other
facts material to the transaction.
There is no assurance that any of the Selling Security Holders will
sell any or all of the Depositary Units offered hereby.
The Company has agreed to pay certain costs and expenses incurred in
connection with the registration of the Depositary Units offered hereby, except
that the Selling Security Holders shall be responsible for all selling
commissions, transfer taxes and related charges in connection with the offer and
sale of such Depositary Units.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
the Company by the law firm of Irell & Manella LLP, Los Angeles, California.
EXPERTS
The financial statements of the Newhall Land and Farming Company as of
December 31, 1997 and 1996 and for each of the years in the three-year period
ended December 31, 1997, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
-xi-
<PAGE> 12
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Commission by the
Registrant:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997; and
(b) The Registrant's Registration Statement on Form 8-B, File No.
1-08885, filed with the Commission on April 24, 1985, which
describes the terms, rights and provisions applicable to the
Depositary Units
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such prior statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Limited Partnership Agreement of the Registrant provides for
indemnification by the Registrant of its general partners and their present or
former partners, shareholders, directors and officers (collectively, the
"Indemnitees") in certain circumstances. The limited partnership agreement of
Newhall Management Limited Partnership, a California Limited Partnership
("NMLP") and the managing general partner of the Registrant, and the Articles of
Incorporation and Bylaws of Newhall Management Corporation, a California
Corporation ("NMC") and the managing partner of NMLP, provide for similar
indemnification of such Indemnitees. In addition, the Registrant has entered
into indemnification agreements ("Indemnification Agreements") with the
directors and certain officers of NMC, which describe with more specificity the
indemnification obligations of the Registrant.
-xii-
<PAGE> 13
The Registrant has purchased liability insurance to supplement the
protection afforded to Indemnitees by their indemnity rights under the terms of
such charter documents and the Indemnification Agreements, and to cover the
Registrant's indemnity obligations. However, liability insurance is not
necessarily available to cover the unlimited liability of the Indemnitees in
certain circumstances. In addition, NMC's Articles of Incorporation provide that
the liability of directors of NMC for monetary damages shall be eliminated to
the fullest extent permissible under California law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
5 Consent of Irell & Manella LLP
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP
24.1 Power of Attorney (included on the signature pages filed herewith)
99.1 The Newhall Land and Farming Company 1995 Option/Award Plan (1)
99.2 First Amendment to The Newhall Land and Farming Company 1995 Option/Award Plan dated
November 19, 1997 (2)
99.3 Form of Award for premium price options granted under The Newhall Land and Farming Company
1995 Option/Award Plan (2)
</TABLE>
---------------------------
(1) Incorporated by reference to the Company's Registration
Statement on Form S-8 dated March 22, 1995.
(2) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
ITEM 9. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
-xiii-
<PAGE> 14
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
2. The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-xiv-
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on this 24th
day of June, 1998.
THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
Registrant
By: Newhall Management Limited Partnership,
Managing General Partner
By: Newhall Management Corporation,
Managing General Partner
By: /s/
------------------------------
Thomas L. Lee
Chairman and Chief Executive Officer
-xv-
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned officers and directors of The Newhall Land and
Farming Company, a California Limited Partnership, do hereby constitute and
appoint Thomas L. Lee, Chairman and Chief Executive Officer, the lawful
attorney-in-fact and agent, with full power and authority to do any and all acts
and things and to execute any and all instruments which said attorney and agent
determines to be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulation or requirements of the Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration Statement
and to any and all instruments or documents filed as part of or in connection
with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms all that said attorney and agent
shall do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of June 24, 1998.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on June 24, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/
- -------------------------------------- Chairman and Chief Executive
Thomas L. Lee Officer of Newhall Management
Corporation (Principal Executive
Officer) and Director
/s/
- -------------------------------------- Senior Vice President and Chief
Stuart R. Mork Financial Officer of Newhall
Management Corporation (Principal
Financial Officer)
/s/
- -------------------------------------- Vice President -- Finance and Controller
Donald L. Kimball of Newhall Management Corporation
(Principal Accounting Officer)
/s/
- -------------------------------------- Director
George L. Argyros
</TABLE>
<PAGE> 17
<TABLE>
<S> <C>
/s/
- -------------------------------------- Director
Gary M. Cusumano
/s/
- -------------------------------------- Director
Thomas L. Lee
/s/
- -------------------------------------- Director
Thomas V. McKernan, Jr.
/s/
- -------------------------------------- Director
Henry K. Newhall
/s/
- -------------------------------------- Director
Jane Newhall
/s/
- -------------------------------------- Director
Peter T. Pope
/s/
- -------------------------------------- Director
Carl E. Reichardt
/s/
- -------------------------------------- Director
Thomas C. Sutton
/s/
- -------------------------------------- Director
Barry Lawson Williams
/s/
- -------------------------------------- Director
Ezra K. Zilkha
</TABLE>
<PAGE> 18
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
5 Consent of Irell & Manella LLP
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP.
Power of Attorney (included on the signature pages filed herewith)
99.1 The Newhall Land and Farming Company 1995 Option/Award Plan (1)
99.2 First Amendment to The Newhall Land and Farming Company 1995 Option/Award
Plan dated November 19, 1997(2)
99.3 Form of Award for premium price options granted under The Newhall Land and
Farming Company 1995 Option/Award Plan(2)
</TABLE>
---------------------------
(1) Incorporated by reference to the Company's Registration
Statement on Form S-8 dated March 22, 1995.
(2) Incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
<PAGE> 1
EXHIBIT 5
CONSENT OF IRELL & MANELLA LLP
June 24, 1998
The Newhall Land and Farming Company (a California Limited
Partnership)
23823 Valencia Boulevard
Valencia, California 91355
Re: Registration Statement for Offering of
3,050,000 Depositary Units
Ladies and Gentlemen:
In connection with your registration of 3,050,000 Depositary Units of
The Newhall Land and Farming Company (a California Limited Partnership) (the
"Company") on Form S-8 under the Securities Act of 1933, as amended, we advise
you that, in our opinion, when such Depositary Units have been issued and sold
pursuant to the provisions of the Company's 1995 Option/Award Plan and in
accordance with the Registration Statement, such Depositary Units will be duly
authorized, validly issued, fully paid and non-assessable with no personal
liability attaching to the ownership thereof except as may otherwise be provided
for in the California Revised Limited Partnership Act and Section 5.1 of the
Company's Limited Partnership Agreement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ IRELL & MANELLA LLP
---------------------------------
Irell & Manella LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors of Newhall Management Corporation and Partners
of The Newhall Land and Farming Company:
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
-------------------------------------
KPMG Peat Marwick LLP
Los Angeles, California
June 23, 1998
