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As filed with the Securities and Exchange Commission on November 1, 1996
Registration No. 333-______
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)
CALIFORNIA 95-3931727
(State of Incorporation or (I.R.S. Employer
Organization) Identification Number)
23823 VALENCIA BOULEVARD
VALENCIA, CALIFORNIA 91355
(Address of principal executive offices)
THE NEWHALL LAND AND FARMING COMPANY
DEFERRED EQUITY COMPENSATION PLAN FOR OUTSIDE DIRECTORS
(Full title of the plans)
_________________________
THOMAS L. LEE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
NEWHALL MANAGEMENT CORPORATION
23823 VALENCIA BOULEVARD, VALENCIA, CALIFORNIA 91355
(805) 255-4000
(Agent for service)
_________________________
It is requested that copies of communications be sent to:
RICHARD C. WIRTHLIN, ESQ.
IRELL & MANELLA LLP
333 S. HOPE ST., SUITE 3300
LOS ANGELES, CALIFORNIA 90071
(213) 620-1555
_________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING AGGREGATE OFFERING PRICE REGISTRATION FEE
PRICE PER UNIT (2)
- -------------------------------------------------------------------------------------------------------------------------------
Depositary Units 200,000 $15.8125 $3,162,500 $1,090.52
- -------------------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also covers any additional Depositary Units
that are acquired under The Newhall Land and Farming Company Deferred
Equity Compensation Plan for Outside Directors 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.
(2) 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 October 29, 1996 as reported by the New York Stock Exchange.
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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 200,000 depositary units of the
Registrant (the "Depositary Units") to be acquired from the Registrant pursuant
to The Newhall Land and Farming Company Deferred Equity Compensation Plan for
Outside Directors (the "Plan").
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates 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 for the fiscal
year ended December 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996;
(c) The Registrant's Current Report on Form 8-K dated April 25,
1996;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996; and
(e) The Registrant's Registration Statement on Form 8-B, File No.
1-08885, filed with the Commission on April 24, 1985, 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 part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such prior statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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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 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 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 DESCRIPTION
------ -----------
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP
24.1 Power of Attorney (included on the signature pages filed herewith)
99.1 The Newhall Land and Farming Company Deferred Equity Compensation Plan for Outside Directors
ITEM 9. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) 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;
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(ii) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment hereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) will 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 Exchange Act that are incorporated by
reference in this Registration Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, 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.
(c) 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.
2. The undersigned registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act 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 whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the 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 Los Angeles, State of
California, on this 1st day of November 1996.
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
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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 to 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
connection 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.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of November 1st, 1996.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities indicated on November 1, 1996.
Signature Title
/s/ THOMAS L. LEE Chairman and Chief Executive
- --------------------------------------------- Officer of Newhall Management
Thomas L. Lee Corporation (Principal Executive
Officer) and Director
/s/ STUART R. MORK Senior Vice President and Chief
- -------------------------------------------- Financial Officer of Newhall
Stuart R. Mork Management Corporation (Principal
Financial Officer)
/s/ DONALD L. KIMBALL Vice President -- Controller
- -------------------------------------------- of Newhall Management Corporation
Donald L. Kimball (Principal Accounting Officer)
/s/ GEORGE L. ARGYROS Director
- --------------------------------------------
George L. Argyros
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/s/ GARY M. CUSUMANO Director
- --------------------------------------------
Gary M. Cusumano
/s/ THOMAS V. McKERNAN, JR. Director
- --------------------------------------------
Thomas V. McKernan, Jr.
/s/ HENRY K. NEWHALL Director
- --------------------------------------------
Henry K. Newhall
/s/ JANE NEWHALL Director
- --------------------------------------------
Jane Newhall
/s/ PETER T. POPE Director
- --------------------------------------------
Peter T. Pope
/s/ CARL E. REICHARDT Director
- --------------------------------------------
Carl E. Reichardt
/s/ THOMAS C. SUTTON Director
- --------------------------------------------
Thomas C. Sutton
/s/ BARRY L. WILLIAMS Director
- --------------------------------------------
Barry L. Williams
/s/ EZRA K. ZILKHA Director
- --------------------------------------------
Ezra K. Zilkha
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EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
23.1 Consent of Independent Auditors - KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on the signature pages filed herewith)
99.1 The Newhall Land and Farming Company Deferred Equity Compensation Plan for Outside Directors