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): March 21, 2001
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 Blvd., Valencia, CA 91355
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 661-255-4000
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
In 2000, the Audit Committee of the Board of Directors of Newhall
Management Corporation (the "Company") (the managing general partner of Newhall
Management Limited Partnership, which in turn is the managing general partner of
The Newhall Land and Farming Company (a California Limited Partnership)
("Registrant")) instructed the Company's management to request proposals from
independent accounting firms for independent accounting and audit services
commencing with Registrant's 2001 fiscal year audit. Management requested
proposals and fee quotations from four of the "Big Five" independent accounting
firms, including its incumbent firm, KPMG LLP. The firms submitted proposals and
fee quotations, which were reviewed by management and the Audit Committee.
Management subsequently conducted reference interviews with clients of two of
the accounting firms. Results of the interviews were provided to the Audit
Committee. After further consultation with management on the results of the
proposal and interview process, the Audit Committee recommended the Board of
Directors engage Deloitte & Touche LLP as Registrant's independent accounting
firm for the 2001 fiscal year, based on the proposed accounting services,
pricing and expertise with auditing companies similar to Registrant.
Consequently, the Company has engaged Deloitte & Touche LLP to perform
Registrant's 2001 audit. KPMG LLP was dismissed on March 21, 2001 after
completing the audit work for the 2000 fiscal year.
During the two most recent fiscal years, KPMG LLP's report on
Registrant's financial statements did not contain an adverse opinion, disclaimer
of opinion, nor was the report qualified or modified as to uncertainty, audit
scope or accounting principles. There have been no disagreements with KPMG LLP
during the audits of the last two fiscal years and any subsequent interim period
preceding the change on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which would
have caused KPMG LLP to make reference to the subject matter of the disagreement
in the audit report if the disagreement had not been resolved to the KPMG's
satisfaction. Further, during this same period, there have been no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
During Registrant's two most recent fiscal years, Registrant has
consulted only with KPMG LLP concerning accounting matters or issues. No other
independent accounting firms (including specifically Deloitte & Touche LLP) have
been consulted on such issues during the two most recent fiscal years.
Item 5. OTHER EVENTS
Thomas L. Lee retired as Chief Executive Officer effective March 21,
2001 and will retire as Chairman of the Board effective March 31, 2001. Gary
M. Cusumano, was appointed President and Chief Executive Officer on March 21,
2001, and has previously served as President and Chief Operating Officer
since 1989.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) The following exhibits are filed with this report.
16 Letter from KPMG LLP concerning change in Certifying Accountant.
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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: March 21, 2001 By /S/ DONALD L. KIMBALL
-------------------------------------
Donald L. Kimball,
Vice President-Finance and Controller
Newhall Management Corporation
(Principal Accounting Officer)
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THE NEWHALL LAND AND FARMING COMPANY
INDEX TO EXHIBITS
Item 7 (c).
Exhibit
Number Description
16 Letter from KPMG LLP concerning change in Certifying
Accountants