1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
For Quarter Ended June 30, 1994 Commission file number 1-7585
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
23823 Valencia Boulevard, Valencia, CA 91355
(Address of principal executive offices) (Zip Code)
(805) 255-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
--- ---
2
Part I. Financial Information 2.
Item 1 - Financial Statements
Consolidated Statements of Income
Unaudited Three months ended Six months ended
June 30, June 30,
-------------------- ------------------
In thousands, except per unit 1994 1993 1994 1993
------- ------- ------- -------
REVENUES
Real estate
Residential home and land sales $16,854 $ 2,398 $21,535 $ 6,514
Industrial and other sales 109 734 1,062 3,118
Commercial operations 8,776 8,179 16,697 15,261
------- ------- ------- -------
25,739 11,311 39,294 24,893
------- ------- ------- -------
Agriculture
Operations 2,746 2,377 4,157 2,964
Ranch sales 11,800 7,337 11,800 8,557
------- ------- ------- -------
14,546 9,714 15,957 11,521
------- ------- ------- -------
TOTAL REVENUES $40,285 $21,025 $55,251 $36,414
======= ======= ======= =======
CONTRIBUTION TO INCOME
Real estate
Residential home and land sales $ 2,097 $ (316) $ 3,065 $ 239
Industrial and other sales 25 (804) (206) (660)
Community development (1,966) (1,304) (2,971) (2,674)
Commercial operations 4,100 4,104 7,785 7,527
------- ------- ------- -------
4,256 1,680 7,673 4,432
------- ------- ------- -------
Agriculture
Operations 747 331 1,705 555
Ranch sales 9,227 3,012 9,227 3,984
------- ------- ------- -------
9,974 3,343 10,932 4,539
------- ------- ------- -------
Earthquake damage -- -- (3,700) --
------- ------- ------- -------
OPERATING INCOME 14,230 5,023 14,905 8,971
General and administrative expense (2,135) (1,963) (3,969) (3,704)
Interest and other, net (2,692) (2,056) (5,173) (3,899)
------- ------- ------- -------
NET INCOME (LOSS) $ 9,403 $ 1,004 $ 5,763 $ 1,368
======= ======= ======= =======
NET INCOME (LOSS) PER UNIT $0.26 $0.03 $0.16 $0.04
======= ======= ======= =======
Number of units used in computing
per unit amounts 36,793 36,784 36,799 36,784
Cash distributions per unit $.10 $.10 $0.20 $0.20
See Notes to Consolidated Financial Statements
3
Part I. Financial Information 3.
Item 1 - Financial Statements
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
In thousands, except units 1994 1993
--------- ------------
Unaudited
Assets
Cash and cash equivalents $ 29,090 $ 39,636
Accounts and notes receivable 26,651 19,508
Land under development 80,721 73,078
Land held for future development 34,103 34,563
Property and equipment, net 183,781 182,332
Other assets and deferred charges 9,765 10,781
-------- --------
$364,111 $359,898
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 11,327 $ 12,419
Accrued expenses 28,875 26,794
Deferred revenues 5,456 1,835
Mortgage and other debt 174,912 174,157
Advances and contributions from
developers for utility construction 12,723 12,067
Other liabilities 21,014 21,347
------- -------
Total liabilities 254,307 248,619
Partners' capital
36,756,692 units outstanding at June 30, 1994
and 36,756,530 units outstanding at December 31, 1993 109,804 111,279
-------- --------
$364,111 $359,898
======== ========
See Notes to Consolidated Financial Statements
4
Part I. Financial Information 4.
Item 1 - Financial Statements
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited Six months ended
June 30,
------------------
In thousands 1994 1993
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,763 $ 1,368
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,654 3,830
Increase in land under development (7,643) (8,624)
Increase accounts and notes receivable (7,143) (1,682)
Increase (decrease) in accounts payable, accrued expenses
and deferred revenues 4,610 (6,163)
Cost of property sold 1,637 3,773
Other adjustments, net 1,118 929
------- -------
Net cash provided (used) by operating activities 1,996 (6,569)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (6,740) (4,543)
Investment in joint venture 25 79
------- -------
Net cash used by investing activities (6,715) (4,464)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions paid (7,351) (7,351)
Increase in mortgage and other debt 755 11,878
Other, net 769 (438)
------- -------
Net cash (used) provided by financing activities (5,827) 4,089
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS (10,546) (6,944)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 39,636 10,792
------- -------
CASH AND CASH EQUIVALENTS, END OF PERIOD $29,090 $ 3,848
======= =======
See Notes to Consolidated Financial Statements
5
Part I. Financial Information 5.
Item 1 - Financial Statements
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Accounting Policies
The consolidated financial statements include the accounts of The Newhall Land
and Farming Company and its subsidiaries, all of which are wholly-owned,
(collectively, "the Company"). All significant intercompany transactions have
been eliminated.
The Company's unaudited interim financial statements have been prepared
substantially in conformity with generally accepted accounting principles used
in the preparation of the Company's annual financial statements. In the
opinion of the Company, all adjustments necessary for a fair statement of the
results of operations for the three months ended June 30, 1994 and 1993 have
been made. Certain reclassifications have been made to prior periods' amounts
to conform to the current year presentation.
The interim statements are condensed and do not include some of the information
necessary for a more complete understanding of the financial data.
Accordingly, your attention is directed to the footnote disclosures found on
pages 20 through 26 of the December 31, 1993 Annual Report to Partners and
particularly to Note 2 which includes a summary of significant accounting
policies.
Interim financial information for the Company has substantial limitations as an
indicator for the calendar year because:
. Land sales occur irregularly and are recognized at the close of escrow or on
the percentage of completion basis if the Company has an obligation to
complete certain future improvements and provided profit recognition
criteria are met.
. Agricultural crops are on an annual cycle and income is recognized upon
harvest. Most major crops are harvested during the fall and winter.
. Sales of non-developable farm land occur irregularly and are recognized upon
close of escrow provided profit recognition criteria are met.
6
Part I. Financial Information 6.
Item 1 - Financial Statements
Note 2. Details of Land Under Development
(In $000)
June 30, December 31,
1994 1993
------------ -----------
(Unaudited)
Residential $31,435 $34,164
Industrial and commercial 39,242 35,092
Homes completed or under construction 6,515 3,381
Other 3,529 441
------- -------
Total land under development $80,721 $73,078
======= =======
Note 3. Details for Earnings per Unit Calculation
(Unaudited)
Three months ended Six months ended
------------------------- -------------------------
June 30, June 30, June 30, June 30,
1994 1993 1994 1993
---------- ---------- ---------- ----------
Average number of units
outstanding during the period 36,756,532 36,756,530 36,756,531 36,756,530
Net units issuable in connection
with dilutive options based
upon use of the treasury
stock method 36,421 27,060 42,349 27,774
---------- --------- ---------- ----------
Average number of primary units 36,792,953 36,783,590 36,798,880 36,784,304
========== ========== ========== ==========
7
Part I. Financial Information 7.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Financial Condition
Liquidity and Capital Resources
The Company had cash and cash equivalents totaling $29.1 million at June 30,
1994. The Company's strong cash position is primarily due to a $30 million
seven-year unsecured loan obtained from a major insurance company in December,
1993. At June 30, 1994, there were no borrowings outstanding against available
lines credit totaling $79 million. Letters of credit outstanding against lines
of credit totaled $5.5 million at the end of the period.
The Company believes its operations and available credit are sufficient to
provide the cash required to finance future operations and enable it to take
advantage of new development opportunities. There are no material commitments
for capital expenditures other than in the ordinary course of business. The
Company is evaluating funding alternatives for its next major commercial
project, Valencia Marketplace, a 760,000- square-foot, high-volume retail
complex along Interstate 5.
The following discussion relates to principal items shown on the Consolidated
Statement of Cash Flows:
Operating Activities
Inventory expenditures for land development and infrastructure to support
pending and future land sales, plus agricultural crop costs, total $26.7
million in 1994 to date. These expenditures were partially offset by sales of
178 residential lots in Valencia and the sale of a 79-acre bulk parcel just
outside the McDowell Mountain Ranch planned community in Scottsdale, Arizona.
The Company received $11.6 million cash and accepted $7.8 million of notes
receivable secured by the properties sold in connection with these sales.
At June 30, 1994, $5.5 million of deferred revenues from current and prior year
land sales remain to be recognized in future periods as the Company completes
required site development, landscape and amenity work.
The Meridian Ranch, consisting of 5,370 acres of farm land not suitable for
real estate development, was sold in June, 1994 for $11.8 million cash. The
sale contributed $9.2 million to income.
8
Part I. Financial Information 8.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Investing Activities
Capital expenditures totaling $6.7 million included construction costs for a
199,000-square-foot build-to- suit for ITT Corporation, various commercial
tenant improvements and water utility construction.
Financing Activities
Two quarterly cash distributions totaling $7.4 million, or $.20 per unit, have
been paid year-to-date. A quarterly distribution of 10 cents per partnership
unit was declared on July 20, 1994, payable September 12, 1994, to unitholders
of record August 5, 1994. The declaration of distributions is reviewed by the
Board of Directors on a quarterly basis. The declaration of any distribution,
and the amount declared, is determined by the Board of Directors, taking into
account the Company's earnings, cash requirements, financial condition and
prospects.
Upon receipt of the proceeds of a $30 million unsecured loan in December, 1993,
the Company advanced $10.5 million to its wholly- owned water utility
subsidiary and all outstanding advances against the subsidiary's
revolving-to-term credit line were retired. The utility finalized an $11
million long-term financing with a major insurance company in July 1994 and
subsequently repaid $10.5 million to the Company.
In 1994, the Company commenced infrastructure development activities at its
McDowell Mountain Ranch to be funded by $17.4 million of improvement district
bonds sponsored by the City of Scottsdale. To date, $1.7 million has been
expended to construct these improvements which is reflected as an increase to
project debt. On May 31, 1994, the Company retired the remaining balance of
$482,000 of a land acquisition note as scheduled for McDowell Mountain Ranch.
9
Part I. Financial Information 9.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Results of Operations
Comparison of Second Quarter and Six Months 1994 to Second Quarter and Six
Months 1993 (unaudited)
The amounts of increase or decrease from the prior year periods are as follows
(in $000, except per unit):
Increase/(Decrease) Increase/(Decrease)
------------------- -------------------
Three Months Six Months
------------------- -------------------
Amount % Amount %
------ --- ------ ---
Revenues
Real Estate
Residential home and land sales $14,456 603% $15,021 231%
Industrial and other sales (625) (85) (2,056) (66)
Commercial operations 597 7 1,436 9
Agriculture
Operations 369 16 1,193 40
Ranch sales 4,463 61 3,243 38
------- --- ------- -----
$19,260 92% $18,837 52%
======= === ======= =====
Contribution to income
Real Estate
Residential home and land sales $ 2,413 764% $ 2,826 1,182%
Industrial and other sales 829 103 454 69
Community development (662) (51) (297) (11)
Commercial operations (4) -- 258 3
Agriculture
Operations 416 126 1,150 207
Ranch sales 6,215 206 5,243 132
Earthquake damage -- -- (3,700) (100)
------- --- ------- -----
Operating income 9,207 183 5,934 66
General and administrative expense (172) (9) (265) (7)
Interest and other, net (636) (31) (1,274) (33)
------- --- ------- -----
Net income $ 8,399 837% $ 4,395 321%
======= === ======= =====
Per unit:
Net income per unit $ 0.23 767% $ 0.12 300%
======= === ======= =====
Number of units used in computing
per unit amounts (in 000) 9 --% 15 --%
======= === ======= =====
10
Part I. Financial Information 10.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
The increases and decreases in revenues and contribution to income for the
three months and six months are attributable to the following:
RESIDENTIAL HOME AND LAND SALES
Valencia
The sale of 83 lots to Beazer Homes in NorthPark, the Company's newest
residential neighborhood consisting of 1,700 homes in the North River area, and
the sale of 95 lots to Del Webb Homes in Valencia Northbridge were completed in
the 1994 second quarter. These sales contributed $12.8 million to revenues and
$2.4 million to income under percentage of completion accounting. There were no
residential land sales completed in the prior year three and six-month periods.
Del Webb and Beazer Homes join Pardee, a division of Weyerhaeuser; M.J. Brock,
a division of Ryland Homes; Warmington Homes and Bramalea in building homes in
Valencia. The pace of residential sales continues to increase as merchant
builders closed escrow on 48 homes during the 1994 second quarter, up from
31 closings in the first quarter. In the prior year, merchant builders closed
escrow on 29 homes homes during the second quarter and 13 homes in the first
quarter. At June 30, 1994, a total of 61 homes were in escrow by merchant
builders.
No deferred revenues or income have been recognized in the current year from
residential lot sales in prior years. The prior year second quarter and six
month periods included recognition of previously deferred revenues of $831,000
and $2.1 million and income of $97,000 and $617,000, respectively, from
residential lots sold in prior years. Cash received from prior residential lot
sale profit participation agreements contributed $100,000 to revenues and
income in the prior year six-month period.
Transition from the Company's own home construction operations was completed in
1993. The current year second quarter results include 12 escrow closings from
the Company's first residential joint venture with EPAC Communities, Inc.
contributing $4.0 million to revenues and $566,000 to income. Six-month period
results for 1994 include 15 escrow closings adding $5.1 million to revenues and
$715,000 to income. In the prior year periods, the Company's own home building
operations closed escrow on seven homes adding $1.6 million to revenues and
$233,000 to income in the second quarter and 19 escrow closings contributing
$4.2 million to revenues and $647,000 to income in the six months. At June 30,
1994, there were 14 homes in the joint-venture project in escrow.
11
Part I. Financial Information 11.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
The Company has entered several other joint-venture arrangements with builders:
* EPAC Communities has expanded its Northbridge project from 65
single-family homes to 79 homes. Completion of the project is expected later
this year.
* EPAC Communities also is developing townhomes in Valencia Northbridge,
priced from the high $120,000's. Models will open in September and closings
are expected to start later this year.
* An agreement is being finalized with Warmington Homes for 85 single-family
homes on 6,000-square-foot lots in Valencia Northbridge, leaving only 60 lots
remaining to be sold in the Northbridge neighborhood.
* A new project is underway with RGC, an Orange County-based builder, for
the construction of affordable, detached homes in Valencia NorthPark. These
innovative, single-family homes will be clustered around a common courtyard.
The 128 homes will vary in size with prices ranging from the mid to upper
$100,000's. Closings are expected to start later this year.
* A second joint-venture project with RGC is for 102 townhomes in Valencia
Northbridge with prices starting in the low $100,000's. Models featuring three
floorplans will open late this year.
McDowell Mountain Ranch
Construction continues on the infrastructure for this 4,000-home planned
community in Scottsdale, Arizona funded by $17 million of improvement district
bonds sponsored by the City of Scottsdale. Results for the six-month period
include the sale of a 79-acre bulk parcel outside the planned community which
was sold in the 1994 first quarter and contributed $3.6 million to revenues and
$1.7 million to income. Builders continue to express strong interest in the
project and the Company anticipates closing several hundred ready-to-build
lots in the fourth quarter of this year, subject to market conditions and
completion of the necessary infrastructure improvements.
12
Part I. Financial Information 12.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
INDUSTRIAL AND OTHER SALES
While no industrial or commercial land sales were recorded during the 1994
second quarter, a $393,000 non-refundable deposit from a proposed prior year
sale was taken into income. Included in the 1994 six-month period is the sale
of a a 1.25-acre parcel in Valencia Auto Center which contributed $925,000 to
revenues and $620,000 to income. No deferred revenues or income were
recognized in the current year periods from land sales in prior years under
percentage of completion accounting.
In the prior year, no land sales closed escrow in the second quarter and, in
the six-month period, the sale of a 2-acre parcel contributed $524,000 to
revenues and $254,000 to income. Additionally, the 1993 periods included
deferred revenues and income from prior land sales totaling $704,000 and
$341,000, respectively, in the second quarter and $2.4 million and $817,000,
respectively, in the six months. Also included in the prior year three and six
month periods are land maintenance expenses related to storm damage and
erosion control procedures due to heavy winter rains.
Commercial property sales activity continues to increase over the prior year.
Currently, several commercial parcels totaling 12.5 acres are in escrow for
$10.8 million with closings scheduled for later this year. The ability to
close these sales will depend on market conditions. An 8-acre parcel, in
escrow at the end of the quarter, subsequently was cancelled. In addition,
a 1.9-acre parcel closed escrow in July and will be reflected in third
quarter results.
COMMUNITY DEVELOPMENT
Increases in Community Development expenses from the prior year periods are
primarily attributable to planning expenses incurred in connection with a
general plan application submitted to Los Angeles County in June, 1994 for a
new 12,000-acre planned community. This new town, to be called Newhall Ranch,
will be located west of Valencia along Highway 126 and extend to the Ventura
County line. The filing of the plan is the first of many steps in the
entitlement process.
To carry out this development project, a new operating division, Newhall Ranch
Company, has been created. Plans outline a balanced community designed for
70,000 residents, with over 24,000 homes, a golf course and lake, and over
5,000 acres of natural open space. In addition, a 200- acre business park and
several retail centers are planned to create significant job opportunities.
The Santa Clara River, which runs through the project, will be preserved in its
natural state.
13
Part I. Financial Information 13.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
COMMERCIAL OPERATIONS
Commercial operations include the Company's portfolio of income-producing
properties and the Natural Resources division, consisting of Valencia Water
Company, a wholly-owned public water utility, and the Company's energy
operations.
Revenues and income from the Company's income properties registered slight
increases from the prior year second quarter and first half. Valencia Town
Center, our regional shopping center, is almost 95% leased with The Disney
Store under construction and expected to open in November.
Valencia Hilton Garden Inn is operating ahead of projections and prior year's
results. At Castaic Village, our newest neighborhood center, where Ralphs
supermarket, Burger King and PayLess Drugstores are the anchor tenants,
construction was completed on ten retail shops. Five stores have been leased
and commitments have been received for two additional stores.
High occupancy rates are being maintained in the Company's other retail
shopping centers and office buildings. Our apartment complexes consistently
have performed well in a difficult environment, with vacancy rates around
4%, or about 1% lower than last quarter.
Two build-to-suit projects will be completed this year. In September, ITT
Corporation will consolidate two divisions and 400 employees into a
199,000-square-foot building in Valencia Commerce Center. Trader Joe's, a
specialty food retailer, will move this fall into a 7,000-square- foot store
under a long-term lease. We continue to negotiate with other companies for
build-to-suit opportunities.
The next major addition to our income portfolio will be the 760,000-square-foot
Valencia Marketplace, a high-volume retail complex along Interstate 5. On July
7, 1994, the Los Angeles County Board of Supervisors approved the project and
construction could begin later this year after the mandatory appeal period.
A drought recovery surcharge approved by the California Public Utilities
Commission for Valencia Water Company contributed to increases in revenues and
income for the three and six-month periods . The surcharge covers a 12-month
period which began in May, 1993. The increases were partially offset by the
Company's energy operations which were impacted by reductions in oil production
and market price.
14
Part I. Financial Information 14.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
AGRICULTURAL OPERATIONS
Increases in revenues and income from agricultural operations from the prior
year's three and six-month results are primarily due to an early harvest of
avocados in the first quarter with favorable prices and yields, expense
reductions from streamlined administrative functions and transition to leasing
grazing land to livestock operators.
RANCH SALES
The sale of the 5,370-acre Meridian Ranch for $11.8 million contributed $9.2
million to income for the current year second quarter. Prior year results
include sale of the Capay and Wheatland Ranches for $7.3 million contributing
$3.0 million to income for the second quarter and sale of 1,990 acres on the
Merced and Meridian Ranches for $1.2 million contributing $972,000 to income
for the six-month period.
The Company plans to market for sale its remaining 9,440 acres of non-strategic
farm land. At June 30, 1994, no agricultural parcels were in escrow.
EARTHQUAKE DAMAGE
As a result of the earthquake which struck the San Fernando Valley on January
17, 1994, a $3.7 million charge was taken in the first quarter for damages to
the Company's properties not covered by insurance. This does not include
damages incurred by Valencia Water Company, the Company's wholly-owned public
water utility. While Valencia Water Company is liable for deductible amounts
on three storage tanks which were lost and damages to underground water
facilities, which are not insurable, the California Public Utilities Commission
has approved a $785,000 disaster recovery surcharge over 22 months commencing in
October, 1994. Additional earthquake damage for Valencia Water Company is
recoverable through future rate adjustments.
GENERAL AND ADMINISTRATIVE EXPENSE
Reduced expense recoveries for tax accounting fees billed to outside
partnerships and costs associated with an additional board of directors meeting
due to the January 17, 1994 earthquake contributed to increases of 9% and 7%
from the prior year three and six-month periods, respectively.
15
Part I. Financial Information 15.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Interest and Other, net
Increases in interest expense from the prior year periods are attributable to a
$30 million unsecured loan obtained from a major insurance company in December,
1993. Also, contributing to the increase in Interest and Other, net is a
reduction in interest income due to collection of notes receivable partially
offset by income from additional cash available for investment.
Part II. Other Information
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits (listed by numbers corresponding to the Exhibit Table of Item 601
in Regulation S-K):
10 (a) The Newhall Land and Farming Company Employee Savings Plan
incorporated by reference to the Company's Registration Statement on
Form S-8 dated May 24, 1994
10 (b) The Newhall Land and Farming Company Employee Unit Purchase Plan
incorporated by reference to the Company's Registration Statement on
Form S-8 dated May 24, 1994
(b) The following report was filed on Form 8-K in the second quarter ended
June 30, 1994:
Financial
Statements
Date Item Reported Filed
---- -------------- ----------
None
16
SIGNATURES 16.
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 thereunto 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: August 05, 1994 By / S / THOMAS L. LEE
-------------------------------------------
Thomas L. Lee, Chairman
and Chief Executive Officer of
Newhall Management Corporation
(Principal Executive Officer)
Date: August 05, 1994 By / S / ROBERT D. WILKE
-------------------------------------------
Robert D. Wilke, Vice Chairman and
Chief Financial Officer of
Newhall Management Corporation
(Principal Financial Officer)
Date: August 05, 1994 By / S / DONALD L. KIMBALL
--------------------------------------------
Donald L. Kimball, Vice President-
Controller of
Newhall Management Corporation
(Principal Accounting Officer)