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 SAVINGS 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 250,000 $14.38 $3,595,000
$1,239.66 Farming Company Employee Savings 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 Savings 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 Savings Plan, as amended (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
Savings Plan.
The Registrant will submit the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely
manner
and will make all changes required by the IRS in order to qualify
the 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
II-2.
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 of 1933 and will be
governed by the final adjudication of such issue.
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-3.
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
_____________________ Officer of Newhall Management
Thomas L. Lee Corporation (Principal Executive
Officer) and Director
/s/ Robert D. Wilke Vice Chairman and Chief May 18,
1994
_____________________ Financial Officer of Newhall
Robert D. Wilke Management Corporation (Principal
Financial Officer)
/s/ Donald L. Kimball Controller of Newhall May 18,
1994
_____________________ Management Corporation
Donald L. Kimball (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
Savings 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 Savings 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-3 of this
Registration Statement.
Exhibit 99
The Newhall Land and Farming Company Employee Savings Plan.