-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, C8Y0PUXCKNk6ZS8m/OnVeA9HU/iuQBvnU3vRHe0h2yv+dy3ovXdkPsUbM3UfNvqW iXmH1ez7QRySGGsjTSZXSg== 0000910473-94-000007.txt : 19940525 0000910473-94-000007.hdr.sgml : 19940525 ACCESSION NUMBER: 0000910473-94-000007 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940524 EFFECTIVENESS DATE: 19940612 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWHALL LAND & FARMING CO /CA/ CENTRAL INDEX KEY: 0000751976 STANDARD INDUSTRIAL CLASSIFICATION: 1531 IRS NUMBER: 953931727 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53767 FILM NUMBER: 94530060 BUSINESS ADDRESS: STREET 1: 23823 VALENCIA BLVD CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: 8052554000 MAIL ADDRESS: STREET 2: 23823 VALENCIA BLVD CITY: VALENCIA STATE: CA ZIP: 91355 S-8 1 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 UNIT PURCHASE 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 Registered per Unit Price Fee Depositary Units: The Newhall Land and Farming 250,000 $14.38 $3,595,000 $1,239.66 Company Employee Unit Purchase Plan 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. This Registration Statement also covers any additional Depositary Units that are acquired under The Newhall Land and Farming Company Employee Unit Purchase 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. 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 Unit Purchase Plan (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 Unit Purchase 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 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 II-2. 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. II-3. 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-4. 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 Thomas L. Lee Officer of Newhall Management Corporation (Principal Executive Officer) and Director /s/ Robert D. Wilke __________________________ Vice Chairman and Chief Financial May 18, 1994 Robert D. Wilke Officer of Newhall Management Corporation (Principal Financial Officer) /s/ Donald L. Kimball __________________________ Controller of Newhall Management May 18, 1994 Donald L. Kimball Corporation (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 Unit Purchase 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 Unit Purchase 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-4 of this Registration Statement. Exhibit 99 The Newhall Land and Farming Company Employee Unit Purchase Plan. EX-99 2 Exhibit 99 The Newhall Land and Farming Company Employee Unit Purchase Plan. THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE UNIT PURCHASE PLAN THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE UNIT PURCHASE PLAN 1. PURPOSE The Newhall Land and Farming Company Employee Unit Purchase Plan (the "Plan") is intended to provide an opportunity to participate in the ownership of The Newhall Land and Farming Company (the "Partnership") for selected eligible employees of the Partnership and such other companies ("Participating Companies") as the Board of Directors of Newhall Management Corporation (the "Board") shall from time to time designate. 2. ADMINISTRATION The Plan shall be administered by a committee (the "Committee") appointed by the Board. The Committee shall have full authority to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt such rules and regulations for administering the Plan as it may deem necessary. Decisions of the Committee shall be final and binding on all parties who have an interest in the Plan. 3. EFFECTIVE DATE AND TERM OF PLAN The Plan shall become effective when adopted by the Board and approved by the Partnership's general partner. The Plan shall terminate at such time as the Board shall designate, but in no event shall the Plan continue beyond the date on which all Depositary Units available for issuance under the Plan shall have been issued. 4. PURCHASE PERIODS The Plan shall have one or more Purchase Periods. The existence and the first day of any Purchase Period shall be determined by the Committee. Each Purchase Period shall run for a period specified by the Committee not to exceed two years, provided, however, the Committee shall designate the final day of each Purchase Period so as to facilitate administration of the Plan. No two Purchase Periods shall run concurrently. No Purchase Period shall begin after December 31, 2003. 1. 5. ELIGIBILITY AND PARTICIPATION Each employee of the Partnership or any of the Participating Companies shall be eligible to participate in the Plan during a Purchase Period except (i) employees who have not attained age 19 and do not have at least one year of service with the Partnership or a Participating Company (including that service with the Partnership, a Participating Company or an acquired employer that is credited for purposes of determining eligibility under the Partnership's qualified retirement plans) as of the initial date of that Purchase Period and (ii) any employee whose compensation and conditions of employment are established by the terms of a collective bargaining agreement in the negotiation of which retirement benefits were the subject of good faith bargain-ing, unless his or her participation in the Plan is specifically provided for in a collective bargaining agreement entered into by a Participating Company with such employee's lawful representative or bargaining agent. If an eligible employee is selected to participate in the Plan, the employee must enroll in that Purchase Period by executing such instruments as the Committee may specify and delivering them to such persons and at such time prior to the first day of that Purchase Period as the Committee may specify. 6. DEPOSITARY UNITS The securities subject to the Plan shall be Depositary Units of the Partnership which are unissued or which have been reacquired. In connection with the sale of Depositary Units under the Plan, the Partnership may repurchase Depositary Units in the open market or otherwise. The aggregate number of Depositary Units which may be sold pursuant to the Plan shall not exceed 250,000 Depositary Units (subject to adjustment as provided in Section 9). 7. PURCHASE RIGHTS Purchase rights shall be evidenced by instruments in such form as the Committee may from time to time approve, and shall conform to the following terms and conditions: (a) PURCHASE PRICE. The purchase price per Depositary Unit shall be the lower of a specified percentage (no less than eighty-five percent (85%) and no more than one hundred percent (100%), as determined by the Committee for each Purchase Period) of the fair market value of a Depositary Unit on the first day of the Purchase Period, or a specified percentage (no less than eighty-five percent (85%) and no more than one hundred percent (100%), as determined by the Committee for each Purchase Period) of the fair market value of a Depositary Unit on the last day of the Purchase Period. For purposes of the Plan the fair market value of a Depositary Unit on any day shall be the closing price of a Depositary Unit as recorded by the New 2. York Stock Exchange Composite Tape for such day, or if there is no closing price for such day, the most recent closing price. (b) PAYMENT. Payment for Depositary Units under the Plan shall be made solely from amounts collected from participants in such manner and at such time as the Committee shall decide, plus any interest credited thereto. A participant may participate at a rate, calculated for each Purchase Period as of the first day of that Purchase Period, of not more than a percentage of compensation (not to exceed 15 percent) specified by the Committee. For purposes of this Section 7(b), compensation shall mean the annual salary or wages regularly paid to the participant, before reduction for elective contributions under a 401(k) plan or cafeteria plan qualified under Section 125 (or a successor provision) of the Code, but not including bonuses, overtime pay, deferred compensation, or other contributions to or benefits under any employee plan. (c) NUMBER OF DEPOSITARY UNITS. On the first day of any Purchase Period, a participant shall be granted a purchase right to purchase up to a fixed number of Depositary Units specified by the Committee for such Purchase Period, which may be a formula amount related to compensation. If the total number of Depositary Units for which purchase rights are to be granted on any date in accordance with the terms of the Plan exceed the number of Depositary Units then remaining available under the Plan (after deduction of all Depositary Units for which purchase rights have been exercised or are then outstanding), the Committee shall make a pro rata allocation of the Depositary Units remaining available in as near as uniform a manner as shall be practicable and as it shall deem equitable. The Committee shall give written notice of such allocation to each participant affected thereby. (d) TERMINATION OF EMPLOYMENT. If a participant ceases to be employed by the Partnership or a Participating Company for any reason, including death or retirement, prior to the end of a Purchase Period the participant's purchase right shall terminate, and any amounts collected from the participant, together with interest thereon, shall be paid to the participant or the participant's personal representative. The Committee may provide on a uniform basis with respect to any Purchase Period that an employee who is on a leave of absence will be deemed to have terminated employment after a specified period. (e) TERMINATION OF PURCHASE RIGHT. Unless he or she has irrevocably elected otherwise, a participant may, during a Purchase Period, terminate his or her purchase right, by giving written notice to the Committee, in such manner and at such time as the Committee may specify, and any amounts collected from the participant, together with interest thereon, shall be paid to the participant and no further amounts will be collected during the Purchase Period. 3. (f) EXERCISE. Each purchase right shall be exercised automatically on the last day of the Purchase Period, unless the purchase right has been previously terminated pursuant to Section 7(d) or 7(e). The number of Depositary Units issuable to a participant shall be reduced to the extent necessary to satisfy the federal and state income and employment tax withholding obligations of the participant arising from such exercise, based on the income and employment tax withholding rates in effect at the time of exercise. Any balance in the participant's account (including interest) shall be promptly paid to the participant. (g) ASSIGNABILITY. Purchase rights under the Plan shall not be assignable or transferable by the participant, and shall be exercisable only by the participant. (h) RIGHTS AS A UNITHOLDER. A participant shall have no rights as a Unitholder with respect to Depositary Units covered by any purchase right granted under the Plan until the purchase right is exercised. No adjustments will be made for distributions or other rights for which the record date is prior to the date of exercise. (j) OTHER PROVISIONS. Instruments evidencing purchase rights may contain such other provisions, not inconsistent with the Plan, as the Committee deems advisable. 8. ADJUSTMENTS UPON CHANGES IN PARTNERSHIP STRUCTURE OR CONTROL. (a) In the event of one or more of the following transactions ("Structural Transaction"): (i) the holders of the voting securities of the Partnership approve a merger or consolidation of the Partnership with any other entity, other than a merger or consolidation which would result in the voting securities of the Partnership outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the total voting power represented by the voting securities of the Partnership or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a plan of complete liquidation of the Partnership is adopted or the holders of voting securities of the Partnership approve on agreement for the sale or disposition by the Partnership (in one transaction or a series of transactions) of all or substantially all the Partnership's assets; then each purchase right shall be exercised immediately before the effective time of the Structural Transaction. 4. (b) In the event of one or more of the following occurrences ("Change of Control"): (i) Any "Person" (as defined below), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Partnership or an entity owned directly or indirectly by the holders of Depositary Units of the Partnership in substantially the same proportions as their ownership of Depositary Units of the Partnership, becomes the "beneficial owner" (as defined below), directly or indirectly, of securities representing 25% or more of the total voting power represented by the Partnership's then outstanding voting securities; or (ii) Newhall Management Corporation is removed as Managing General Partner; then each purchase right shall be exercised immediately before the effective time of the Change of Control, or if later, the first practicable date after the Partnership is notified of the Change of Control. (c) For purposes of this subparagraph, "person" shall mean any individual, firm, company or other entity and shall include any group comprised of any person and any other person with whom such person or an Affiliate or Associate (as defined below) of such person has any agreement, arrangement or understanding, directly or indirectly, for the purposes of acquiring, holding, voting or disposing of Partnership interests. (d) For purposes of this subparagraph, a person shall be a beneficial owner of any Partnership interest (i) which such person or any of its Affiliates or Associates (as defined in Rule 12b-2 under the Securities Act of 1933, reading the term "registrant" to mean the Partnership, and except that "Associate" as used herein shall not include any relative or spouse of such person, or any relative of such spouse, who is also a director or officer of Newhall Management Corporation, merely because of such directorship or officership) beneficially owns, directly or indirectly: (ii) with regard to which such person or any of its Affiliates or Associates has, directly or indirectly, (A) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (B) the right to vote pursuant to any agreement, arrangement or understanding; or (iii) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates as any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any Partnership interest. 5. 9. CAPITAL ADJUSTMENTS If any change is made in the Depositary Units subject to the Plan, or subject to any purchase right granted under the Plan (through merger, consolidation, reorganization, recapitalization, split-up, combination of Depositary Units, exchange of Depositary Units, change in partnership structure, or otherwise) and outstanding purchase rights are not exercised in connection with such change, appropriate adjustments shall be made as to the kind and maximum number of securities subject to the Plan, and the kind and number of securities and purchase price subject to outstanding purchase rights. 10. AMENDMENTS The Board may from time to time alter, amend, suspend, or discontinue the Plan with respect to any Depositary Units at any time not subject to purchase rights; provided, however, that no such action of the Board may, without the approval of the Partnership's general partner, (i) materially increase the number of Depositary Units subject to the Plan (unless necessary to effect the adjustments required under Section 8), (ii) make any other change with respect to which the Board determines that such approval is required by applicable law or regulatory standards. 11. NO EMPLOYMENT OBLIGATION Nothing contained in the Plan (or in any purchase right granted pursuant to the Plan) shall confer upon any employee any right to continue in the employ of the Partnership or any affiliate or constitute any contract or agreement of employment or interfere in any way with the right of the Partnership or an affiliate to reduce such employee's compensation from the rate in existence at the time of the granting of a purchase right or to terminate such employee's employment at any time, with or without cause, but nothing contained herein or in any purchase right shall affect any contractual rights of an employee pursuant to a written employment agreement. 12. USE OF PROCEEDS The cash proceeds received by the Partnership from the issuance of Depositary Units pursuant to purchase rights under the Plan shall be used for general purposes. 13. REGULATORY APPROVALS The implementation of the Plan, the granting of any purchase right under the Plan, and the issuance of Depositary Units upon the exercise of any such purchase right shall be subject to the Partnership's procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the purchase rights granted under it or the Depositary Units issued pursuant to it. 6. 14. GOVERNING LAW To the extent not otherwise governed by federal law, the Plan and its implementation shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, The Newhall Land and Farming Company, (a California Limited Partnership), has adopted The Newhall Land and Farming Company Employee Unit Purchase Plan to be executed effective as of May 18, 1994. THE NEWHALL LAND AND FARMING COMPANY (A CALIFORNIA LIMITED PARTNERSHIP) By: Newhall Management Limited Partnership, Managing General Partner By: Newhall Management Corporation, Managing General Partner By: /s/ Robert D. Wilke _________________________ Name: Title: 7. -----END PRIVACY-ENHANCED MESSAGE-----