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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 1999
THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
(Exact name of registrant as specified in its charter)
California 1-7585 95-3931727
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
23823 Valencia Blvd., Valencia, CA 91355
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 661-255-4000
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Item 5. OTHER EVENTS
Included in this report on Form 8-K is a news release issued by the
Partnership on September 16, 1999 concerning the announcement of intended
repurchases of up to approximately 20% of outstanding partnership units.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following is furnished as an exhibit to this report:
99 News release dated September 16, 1999 issued by The Newhall Land
and Farming Company
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto 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: September 17, 1999 By /s/ DONALD L. KIMBALL
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Donald L. Kimball
Vice President - Finance and Controller
Newhall Management Corporation
(Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- -------- ----------------------
99 News release dated September 16, 1999 issued by The Newhall Land
and Farming Company
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EXHIBIT 99
NEWS RELEASE
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[NEWHALL LAND LOGO] THE NEWHALL LAND AND FARMING COMPANY
23823 Valencia Blvd. - Valencia, CA 91355 - (661) 255-4000
FOR IMMEDIATE RELEASE Contact: Marcia Ward
Newhall Land
(661) 255-4445
Fred Mickaelian, Jr.
Mickaelian Associates
(323) 268-1152
NEWHALL LAND ANNOUNCES MAJOR REPURCHASE PROGRAM
OVER TWENTY PERCENT OF THE COMPANY'S OUTSTANDING UNITS
AUTHORIZED TO BE REPURCHASED BY END OF 2000
VALENCIA, California, September 16, 1999 - The Newhall Land and Farming
Company (NYSE, PSE/NHL) today announced that its Board of Directors approved a
plan to repurchase up to 5.5 million partnership units, financed by accelerated
asset and land sales, additional borrowings and reduced costs. Together, the new
authorization and the remaining 884,446 units already authorized for repurchase
equal 6.3 million units or just over 20% of the Company's outstanding units. The
Company may repurchase partnership units from time-to-time in open market and
block transactions over a period ending December 31, 2000, depending on market
conditions.
"We are capitalizing on the values we have created in Valencia and the
strong real estate markets we are experiencing to intensify our commitment to
our repurchase program," said Thomas L. Lee, chairman and chief executive
officer. "The timing for such a program is excellent, as many real estate values
for both land and developed properties are at record highs, while our unit price
remains well below net asset values implied by current market conditions. We
believe this investment will greatly enhance each unitholder's stake in Newhall
Land."
The repurchase program is expected to be financed by the sale of up to $175
million of income portfolio assets in 2000. The income portfolio was valued at
$435 million at December 31, 1998. In the interim, unused capacity under bank
lines will be utilized. Additionally, capital spending will be reduced as
certain ready-to-build commercial sites previously scheduled for development
will be sold.
-more-
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In 1999 to date, Newhall Land has repurchased a total of 1,387,326
partnership units, or 4.2% of the Company's units outstanding on December 31,
1998, at an average price of $24.20, and still has available 884,446 units to
repurchase under a previous authorization. In 1998, the Company repurchased 1.9
million units, or 5.5%, of the units outstanding on December 31, 1997. As of
August 31, 1999, the Company had approximately 31,380,000 units outstanding.
Newhall Land is a developer of new towns and master-planned communities.
Its primary activity is building the new town of Valencia, California. Newhall
Ranch, a new community that recently received final approval, and Valencia
together form one of the nation's most valuable landholdings. They are located
on the Company's 36,000 acres, 30 miles north of downtown Los Angeles.
The Company maintains a web site through the Internet at
http://www.newhall. com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION ACT OF 1995 The
forward-looking statements made in this release are based on present trends
the Company is experiencing. Also, Newhall Land's success in obtaining
entitlements, governmental and environmental approvals, timing of escrow
closings, expansion of its income portfolio and marketplace acceptance of its
business strategies are factors that could affect results. All escrow
closings are subject to market and other conditions. The forward-looking
statements may involve the known risks described in the Company's Form 10-K
and Forms 10-Q, and unknown risks, uncertainties and other factors that may
cause the Company's actual results and performance in future periods to be
materially different from any future results or performance suggested by the
forward-looking statements in this release. The Company expressly disclaims
any obligations to update or revise any forward-looking statements found
herein to reflect any change in Company expectations or results or any change
in events.
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