AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24,
1994
REGISTRATION NO. 33-
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)
(Exact name of Registrant as specified in its charter)
_______________________________________
CALIFORNIA 95-3931727
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
23823 VALENCIA BOULEVARD
VALENCIA, CALIFORNIA 91355
(Address of principal executive offices) (zip code)
________________________________________
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE UNIT PURCHASE PLAN
(Full title of the plan)
_________________________________________
Thomas L. Lee
Chairman and Chief Executive Officer
NEWHALL MANAGEMENT CORPORATION
23823 Valencia Boulevard, Valencia, California 91355
(Name and address of agent for service)
(805) 255-4000
(Telephone number, including area code, of agent for service)
Copies to:
Barry W. Homer, Esq.
George D. Tuttle, Esq.
Brobeck, Phleger & Harrison
One Market Plaza, Spear Street Tower
San Francisco, California 94105
_______________________________________
This Registration Statement shall become effective immediately
upon filing with the Securities and Exchange Commission, and
sales of the registered securities will begin as soon as
reasonably practicable after such effective date.
CALCULATION
OF REGISTRATION FEE
Proposed
Proposed Title of
Maximum Maximum Securities Amount
Offering Aggregate Amount of
to be to be Price
Offering Registration Registered <F1>
Registered <F2> per Unit<F3> Price <F3> Fee
Depositary Units:
The Newhall Land and Farming 250,000 $14.38
$3,595,000 $1,239.66 Company Employee Unit Purchase
Plan
<FN>
<F1> In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.
<F2> This Registration Statement also covers any additional
Depositary Units that are acquired under The Newhall Land and
Farming Company Employee Unit Purchase Plan by reason of any
Depositary Unit dividend, Depositary Unit split, recapitalization
or other similar transaction effected without the receipt of
consideration which results in an increase in the number of the
Registrant's outstanding Depositary Units.
<F3> 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 May 19, 1994, as reported by
the New York Stock Exchange.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Newhall Land and Farming Company (a California Limited
Partnership)(the "Registrant") files this Registration Statement
with the Securities and Exchange Commission (the "Commission") on
Form S-8 (the "Registration Statement") to register 250,000
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 Employee Unit Purchase Plan
(the "Plan").
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant and the Plan hereby incorporate 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, File No.
01-08885, filed with the Commission on March 31, 1994;
(b) The Registrant's Quarterly Report on Form 10-Q, File
No. 01-08885, filed with the Commission on May 11, 1994; and
(c) The Registrant's Registration Statement on Form 8-A,
File No. 01-08885, filed with the Commission on November 18,
1986, 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 a part hereof from the
date of filing of such documents.
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
general partner of NMLP, provide for similar indemnification of
such Indemnitees. In addition, the Registrant has entered into
indemnification agreements ("Indemnification Agreements") with
the directors and certain officers of NMC, which describe with
more specificity the indemnification obligations of the
Registrant.
The Registrant has purchased liability insurance to
supplement the protection afforded to Indemnitees by their
indemnity rights under the terms of such charter documents and
the Indemnification Agreements, and to cover the Registrant's
indemnity obligations. However, liability insurance is not
necessarily
II-1.
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
EXHIBIT NUMBER EXHIBIT
5 Opinion of Brobeck, Phleger & Harrison. 23.1
Consent of Independent Accountants - KPMG Peat
Marwick. 23.2 Consent of Brobeck, Phleger &
Harrison is contained in Exhibit 5. 24 Power of
Attorney. Reference is made to page II-3 of this Registration
Statement. 99 The Newhall Land and Farming
Company Employee Unit Purchase Plan.
Item 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) 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 of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement, and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement; provided, however, that clauses (1)(i) and (1)(ii)
shall 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 Securities Exchange Act of 1934 that are
incorporated by reference into the Registration Statement; and
(2) that for the purpose of determining any liability under the
Securities Act of 1933, 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; and (3) 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.
B. The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference into the 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.
C. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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
II-2.
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.
II-3.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Santa Clarita, State of
California, on this 18th day of May, 1994.
The Newhall Land and Farming Company
(A CALIFORNIA LIMITED PARTNERSHIP)
Registrant
By Newhall Management Limited
Partnership, Managing General Partner
By Newhall Management Corporation,
Managing General Partner
By /s/Thomas L. Lee
____________________________________
Thomas L. Lee
Chairman and Chief Executive Officer
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 may 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 conjunction 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.
II-4.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURES TITLE
DATE
/s/ Thomas L. Lee
__________________________ Chairman and Chief Executive
May 18, 1994 Thomas L. Lee Officer of Newhall
Management Corporation
(Principal Executive Officer)
and Director
/s/ Robert D. Wilke
__________________________ Vice Chairman and Chief Financial
May 18, 1994 Robert D. Wilke Officer of Newhall
Management Corporation
(Principal Financial Officer)
/s/ Donald L. Kimball
__________________________ Controller of Newhall Management
May 18, 1994 Donald L. Kimball Corporation (Principal
Accounting Officer)
/s/ James F. Dickason
__________________________ Director
May 18, 1994 James F. Dickason
/s/ George C. Dillon
__________________________ Director
May 18, 1994 George C. Dillon
/s/ Peter McBean
__________________________ Director
May 18, 1994 Peter McBean
/s/ Paul A. Miller
__________________________ Director
May 18, 1994 Paul A. Miller
/s/ Henry K. Newhall
__________________________ Director
May 18, 1994 Henry K. Newhall
II-4.
SIGNATURES TITLE
DATE
/s/ Jane Newhall
___________________________ Director
May 18, 1994 Jane Newhall
/s/ Peter T. Pope
__________________________ Director
May 18, 1994 Peter T. Pope
/s/ Carl E. Reichardt
__________________________ Director
May 18, 1994 Carl E. Reichardt
/s/ Thomas C. Sutton
__________________________ Director
May 18, 1994 Thomas C. Sutton
/s/ Lawrence R. Tollenaere
__________________________ Director
May 18, 1994 Lawrence R. Tollenaere
/s/ Edwin Newhall Woods
__________________________ Director
May 18, 1994 Edwin Newhall Woods
/s/ Ezra K. Zilkha
__________________________ Director
May 18, 1994 Ezra K. Zilkha
II-5.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
THE NEWHALL LAND AND FARMING COMPANY
EXHIBIT INDEX
Exhibit
Number Exhibit
5 Opinion of Brobeck, Phleger & Harrison.
23.1 Consent of Independent Accountants - KPMG Peat
Marwick. 23.2 Consent of Brobeck, Phleger &
Harrison is contained in Exhibit 5. 24 Power of
Attorney. Reference is made to page II-3 of this Registration
Statement. 99 The Newhall Land and Farming
Company Employee Unit Purchase Plan.
Exhibit 5
Opinion of Brobeck, Phleger & Harrison
May 19, 1994
The Newhall Land and Farming Company
23823 Valencia Boulevard
Valencia, California 91355
Re: The Newhall Land and Farming Company
Registration Statement for Offering of
250,000 Depositary Units
Ladies and Gentlemen:
In connection with your registration of 250,000
Depositary Units of The Newhall Land and Farming Company
("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 Employee Unit Purchase 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, Depositary Units.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
BROBECK, PHLEGER & HARRISON
By /s/ George D. Tuttle
George D. Tuttle
Exhibit 23.1
Consent of Independent Accountants - KPMG Peat Marwick.
The Board of Directors of Newhall Management Corporation and
Partners of The Newhall Land and Farming Company:
We consent to the use of our reports incorporated herein by
reference.
KPMG Peat Marwick
Los Angeles, California
May 22, 1994
Exhibit 23.2
Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5.
Exhibit 24
Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
Exhibit 99
The Newhall Land and Farming Company Employee Unit Purchase Plan.