UNITED STATES
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) April 17, 1996
THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
1-7585 95-3931727
(Commission File Number) (IRS Employer Identification No.)
23823 Valencia Boulevard, Valencia, CA 91355
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 805-255-4000
Item 2. Acquisition or Disposition of Assets
(a) On April 17, 1996, The Newhall Land and Farming Company
(the "Company") closed escrow on the sale of its entire McDowell
Mountain Ranch project in Scottsdale, Arizona. Under the terms of
the Purchase and Sale Agreement, the Company sold its general and
limited partnership interests in McDowell Mountain Ranch Limited
Partnership, an Arizona limited partnership, to Sunbelt/H & H
L.L.C., a limited liability company, and McDowell Mountain Ranch
Investors, L.L.C., a Delaware limited liability company
("Buyer").
The sale was for $26.5 million cash, less certain
prorations and closing adjustments, and included all of the
assets and the assumption of all of the liabilities of McDowell
Mountain Ranch. The assets sold included principally land and
land development costs incurred in developing the first phase of
the 3,200 acre master-planned project. These inventory costs had
a carrying value of $16.1 million at the date of close. The sale
also included two notes receivable associated with prior land
sales. The remaining option to purchase the balance of the
project's land also has been included in the sale.
Liabilities assumed by the Buyer included the assumption
of all of the project's debt, including notes payable associated
with land purchases (but excluding future land options)
improvement district bonds and community facilities district
bonds. The debt assumed by the Buyer, carried at $16.3 million on
the Company's books at the date of close, has been reflected as
revenues for the sale.
The Company's decision to market and sell the entire
McDowell Mountain Ranch project was based upon the Company's
assessment that it had successfully achieved its goal of
maximizing the financial return in the project on a present value
basis through its entitlement and land development efforts, plus
initial sales program. The sale will contribute $44 million to
revenues and $24 million to net income, or 67 cents per unit, in
the second quarter of 1996.
Item 7. Financial Statements and Exhibits
(c) Exhibits (listed by numbers corresponding to Exhibit
Table of Item 601 in Regulation S-K):
10(a) Purchase and Sale Agreement between The Newhall Land
and Farming Company, a California limited partnership, and
McDowell Mountain Ranch, Inc., an Arizona corporation, as Seller,
and Sunbelt/H & H L.L.C., an Arizona limited liability company,
and McDowell Mountain Ranch Investors, L.L.C., a Delaware limited
liability company, as Buyer, for 100% of the limited and general
partnership interests in McDowell Mountain Ranch Limited
Partnership, an Arizona limited partnership.
SIGNATURES
Pursuant to the requirements of the Securities 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: April 25, 1996 By /s/ Donald L. Kimball
----------------------
Donald L. Kimball, Vice President -
Controller
Newhall Management Corporation
(Principal Accounting Officer)
EXHIBIT INDEX
Exhibit
Number Exhibit
10(a) Purchase and Sale Agreement between The
Newhall Land and Farming Company, a
California limited partnership, and
McDowell Mountain Ranch, Inc., an Arizona
corporation, as Seller, and Sunbelt/H & H
L.L.C., an Arizona limited liability
company, and McDowell Mountain Ranch
Investors, L.L.C., a Delaware limited
liability company, as Buyer, for 100% of
the limited and general partnership
interests in McDowell Mountain Ranch
Limited Partnership, an Arizona limited
partnership.
EXHIBIT 10(A)
Purchase and Sale Agreement between The Newhall Land and Farming
Company, a California limited partnership, and McDowell Mountain
Ranch, Inc., an Arizona corporation, as Seller, and Sunbelt/H & H
L.L.C., an Arizona limited liability company, and McDowell
Mountain Ranch Investors, L.L.C., a Delaware limited liability
company, as Buyer, for 100% of the limited and general
partnership interests in McDowell Mountain Ranch Limited
Partnership, an Arizona limited partnership.