<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission file number 1-7585
The Newhall Land and Farming Company
Employee Savings Plan
The Newhall Land and Farming Company
(A California Limited Partnership)
23823 Valencia Boulevard
Valencia, CA 91355
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REQUIRED INFORMATION
Statements of Net Assets Available for Plan Benefits as of December 31, 1999 and
1998, Statements of Changes in Net Assets Available for Plan Benefits for each
of the years in the two-year period ended December 31, 1999, Notes to Financial
Statements, Schedule of Assets Held for Investment Purposes as of December 31,
1999, together with the Report and Consent of Independent Auditors, are attached
and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Newhall
Management Corporation has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
The Newhall Land and Farming Company
Employee Savings Plan
Newhall Management Corporation, Trustee
June 26, 2000 By: /s/ Donald L. Kimball
-------------------------------------------
Donald L. Kimball
Vice President - Finance and Controller
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THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Financial Statements and Schedule
December 31, 1999 and 1998
(With Independent Auditors' Report Thereon)
<PAGE>
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULE
<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits -
December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Plan Benefits -
Years ended December 31, 1999 and 1998 3
Notes to Financial Statements 4
SCHEDULE
1 Schedule of Assets Held for Investment Purposes at Year-End 7
</TABLE>
Other schedules are omitted as they are not applicable or not required by
Department of Labor Regulations.
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INDEPENDENT AUDITORS' REPORT
The Compensation Committee of the
Board of Directors of Newhall Management Corporation:
We have audited the accompanying statements of net assets available for Plan
benefits of The Newhall Land and Farming Company Employee Savings Plan as of
December 31, 1999 and 1998 and the related statements of changes in net assets
available for Plan benefits for the years then ended. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits of The Newhall
Land and Farming Company Employee Savings Plan as of December 31, 1999 and 1998
and the changes in those net assets for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
Schedule 1 is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated, in all material respects, in relation to the basic financial statements
taken as a whole.
May 11, 2000 /S/ KPMG LLP
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THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1999 and 1998
<TABLE>
<CAPTION>
Assets 1999 1998
------------------- -------------------
<S> <C> <C>
Cash $ 6,052 4,852
Investments (notes 2 and 5) 15,598,344 14,614,055
------------------- -------------------
Net assets available for Plan benefits $ 15,604,396 14,618,907
=================== ===================
</TABLE>
See accompanying notes to financial statements.
2
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THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
------------------- -------------------
<S> <C> <C>
Dividend and interest income $ 302,691 210,845
Net appreciation in fair value of investments (note 5) 1,747,402 2,231,628
------------------- -------------------
2,050,093 2,442,473
------------------- -------------------
Contributions:
From participants 768,296 630,979
From the Company 344,585 299,950
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1,112,881 930,929
------------------- -------------------
Participant withdrawals (2,177,485) (985,769)
------------------- -------------------
Increase in net assets 985,489 2,387,633
Net assets available for Plan benefits:
Beginning of year 14,618,907 12,231,274
------------------- -------------------
End of year $ 15,604,396 14,618,907
=================== ===================
</TABLE>
See accompanying notes to financial statements.
3
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THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(1) DESCRIPTION OF THE PLAN
The Newhall Land and Farming Company Employee Savings Plan (the Plan) is
a defined contribution plan under the Internal Revenue Code of 1986 (the
Code) Section 401(k) and is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan permits eligible
employees of The Newhall Land and Farming Company and subsidiaries (the
Company) to contribute up to $10,000 in 1999 and 1998. Employee
contributions reduce an employee's currently taxable compensation and,
therefore, are not subject to income taxes until the amounts are
withdrawn from the Plan. An employee must complete one year of service as
defined in the Plan and reach age 19 to become eligible to participate.
For employee contributions of up to 6% of compensation, the Company may
contribute an amount ranging from 25% to 75% of the employee's
contribution depending upon the employee's length of service with the
Company. Company contributions may be suspended if it is deemed
appropriate by the Company's Board of Directors.
Participants select the investment funds in which their contributions are
to be invested from the four available funds of the Plan. The investment
funds are the Fixed Income Fund, the Equity Index Fund, the Partnership
Unit Fund and the Balanced Investment Fund. Company contributions, when
made, are invested proportionately in the same funds as the employee
contributions.
Participants are fully vested in the Plan upon enrollment; accordingly,
there are no forfeitures resulting from participant withdrawals.
Normal distributions are made in full upon (1) retirement, (2) total and
permanent disability, (3) death or (4) termination of employment.
Participants showing hardship may withdraw part or all of their
contributions and accumulated earnings or losses, limited to earnings and
losses incurred prior to January 1, 1990, at the end of a calendar
quarter. An employee who withdraws any amount of his or her contributions
is not permitted to resume participation for twelve months. Employer
contributions and the related accumulated earnings may be withdrawn only
upon one of the four above-listed occurrences.
Distributions and withdrawals are made in cash.
The Plan permits loans to Plan participants, secured by the borrowing
participant's interest in the Plan, on such nondiscriminatory terms and
conditions as the Plan's administrative committee shall determine,
provided, however, that such loans comply with applicable requirements of
ERISA and the Code (including such restrictions as are necessary to
prevent loans from being treated as distributions under Section 72(p) of
the Code). The loans are treated as earmarked investments of the
participants with interest repayments credited proportionately to the
investment funds originally liquidated to provide the principal.
Contributions by employees are voluntary and are determined as a
specified percentage of base compensation, overtime and incentive
compensation excluding that portion of compensation imputed for tax
purposes as a result of fringe benefits and other similar forms of
compensation.
The Plan permits eligible rollover contributions from other qualified
plans.
4 (Continued)
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In the event of Plan termination, all payments will be made as soon as
practicable from the assets of the Plan based on the amount in each
participant's individual and employer contribution accounts.
Newhall Management Corporation is the sole trustee for the Plan.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND PRACTICES
(a) BASIS OF ACCOUNTING
The financial statements for the Plan are prepared on an accrual
basis, primarily from data submitted to the Plan administrator by
the companies that function as investment managers: Connecticut
General Life Insurance Company (CIGNA), Newhall Depositary Company
and Wells Fargo Bank.
(b) INVESTMENTS
All investment income is allocated to individual participant
accounts. The Fixed Income Fund, held by CIGNA, represents a
deposit with an insurance company and is stated at contract value,
which represents contributions and income earned, less
distributions and expenses charged. The Partnership Unit Fund is
invested in partnership units in the Company. The Equity Index
Fund, held by Wells Fargo Bank, is a collective trust invested
primarily in the common stocks that comprise the Standard & Poor's
500 Index. The Balanced Investment Fund, held by Wells Fargo Bank,
is a collective trust invested primarily in common stocks that
comprise the Standard & Poor's 500 Index and in U.S. Treasury
Bonds. The Plan shares in the investment gains and losses of the
securities underlying the Equity Index Fund, the Partnership
Depositary Unit Fund and the Balanced Investment Fund, which are
stated at fair value based on quoted market prices. Purchases and
sales of securities are recorded on a trade-date basis.
Loans to participants are stated at their outstanding balances,
which approximate fair value.
(c) PLAN EXPENSES
Expenses incurred in the administration of the Plan are borne by
the Company.
(d) MANAGEMENT ESTIMATES
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make certain estimates and assumptions that affect the reported
amounts of net assets and changes therein and the amount of any
contingent assets or liabilities disclosed in the financial
statements. Actual results could differ from estimates made.
(e) RECLASSIFICATIONS
The Plan's 1998 financial statements have been reclassified to
conform to the current year presentation.
5 (Continued)
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(3) INCOME TAXES
The Internal Revenue Service (IRS) has issued a determination letter,
dated September 1995, stating that the Plan constituted a qualified Plan
under Sections 401(a) and 401(k) of the Internal Revenue Code and that it
is exempt from federal income taxes under the provisions of Section
501(a) of the Code. The Plan has been amended since the latest IRS
determination letter. The Plan administrator believes that the Plan is
being operated in compliance with the applicable requirements and
continues to be exempt from federal income taxes.
(4) COMMITMENTS
Included in net assets available for Plan benefits in the accompanying
financial statements as of December 31, 1999 and 1998 are amounts
totaling $287,276 and $67,109, respectively, allocated to accounts of
persons who have requested withdrawal of their accounts from the Plan.
(5) INVESTMENTS
In September 1999, the American Institute of Certified Public Accountants
issued Statement of Position 99-3, ACCOUNTING FOR AND REPORTING OF
CERTAIN DEFINED CONTRIBUTION PLAN INVESTMENTS AND OTHER DISCLOSURE
MATTERS (SOP 99-3). SOP 99-3 simplifies the disclosure for certain
investments and is effective for Plan years ending after December 15,
1999 with earlier application encouraged. The Plan adopted SOP 99-3
during the Plan year ended December 31, 1999. Accordingly, information
previously required to be disclosed about participant-directed fund
investment programs is not presented in the Plan's 1999 financial
statements.
The fair value of individual investments representing 5% or more of the
Plan's net assets as of December 31, 1999 and 1998 is:
<TABLE>
<CAPTION>
1999 1998
------------------- -------------------
<S> <C> <C>
Wells Fargo Bank Equity Index Fund $ 8,101,122 8,637,533
CIGNA Fixed Income Fund 5,058131 3,001,272
Wells Fargo Bank Balanced Investment Fund
1,020,962 1,574,742
=================== ===================
</TABLE>
During 1999 and 1998, the Plan's investments appreciated in value, which
include gains and losses on investments bought and sold (realized) and
held (unrealized) during the year as follows:
<TABLE>
<CAPTION>
1999 1998
------------------- -------------------
<S> <C> <C>
Mutual Funds $ 1,683,671 2,258,051
Partnership Unit Fund 10,601 (95,088)
Fixed Income Fund -- 19,141
Loan Fund 53,130 49,524
------------------- -------------------
Total $ 1,747,402 2,231,628
=================== ===================
</TABLE>
6
<PAGE>
SCHEDULE 1
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
Schedule of Assets Held for Investment Purposes at Year-End
December 31, 1999
<TABLE>
<CAPTION>
IDENTITY OF
ISSUER, BORROWER,
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST CURRENT VALUE
------------------------------------ ------------------------------------ ------------------ ------------------
<S> <C> <C> <C>
Wells Fargo Money Market* Money market shares, $1 par $ 6,052 6,052
Connecticut General Life
Insurance Company
(CIGNA)* Fixed Income Fund 5,058,131 5,058,131
The Newhall Land and
Farming Company* Partnership Unit Fund 456,066 578,919
Wells Fargo Bank Equity Index Fund 6,763,274 8,101,122
Wells Fargo Bank Balanced Investment Fund 939,736 1,020,962
Loans to Plan participants Notes secured by vested interest
(93 total loans with interest rates
ranging from 6.76% to 8.64%) -- 839,210
------------------ ------------------
$ 13,223,259 15,604,396
================== ==================
</TABLE>
* Party in interest.
See accompanying independent auditors' report.
7
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THE NEWHALL LAND AND FARMING COMPANY
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
23 Independent Auditors' Consent
