-----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, ce4qAcIIdn2tdqPrGM9FsAYBXtYyNsOJ9+XslPZyvuF3XrVVxV8GAicbg+RdZUm/ 4U+V1FstTIe34cGli6Pngg== 0000950150-95-000451.txt : 199506290000950150-95-000451.hdr.sgml : 19950629 ACCESSION NUMBER: 0000950150-95-000451 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950628 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWHALL LAND & FARMING CO /CA/ CENTRAL INDEX KEY: 0000751976 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 953931727 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08885 FILM NUMBER: 95549907 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 11-K 1 FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1994 Commission file number 1-7585 The Newhall Land and Farming Company Employee Savings Plan The Newhall Land and Farming Company (A California Limited Partnership) 23823 Valencia Boulevard Valencia, CA 91355 2 REQUIRED INFORMATION Statement of Net Assets Available for Plan Benefits as of December 31, 1994 and 1993, Statement of Changes in Net Assets Available for Plan Benefits for each of the years in the three-year period ended December 31, 1994, Notes to Financial Statements, Assets Held for Investment as of December 31, 1994, Reportable Transactions for the year ended December 31, 1994, together with the Report and Consent of Independent Auditors, are attached and filed herewith. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Newhall Management Corporation has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. The Newhall Land and Farming Company Employee Savings Plan June 26, 1995 /S/ THOMAS H. ALMAS --------------------------------------- Newhall Management Corporation, Trustee By: Thomas H. Almas, Secretary 3 INDEPENDENT AUDITORS' REPORT The Compensation Committee of the Board of Directors of Newhall Management Corporation and Participants of The Newhall Land and Farming Company Employee Savings Plan: We have audited the accompanying statements of net assets available for Plan benefits of The Newhall Land and Farming Company Employee Savings Plan as of December 31, 1994 and 1993 and the related statements of changes in net assets available for Plan benefits for each of the years in the three-year period ended December 31, 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for Plan benefits of The Newhall Land and Farming Company Employee Savings Plan as of December 31, 1994 and 1993 and the changes in those net assets for each of the years in the three-year period ended December 31, 1994 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment and reportable transactions are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. The fund information in the statements of net assets available for Plan benefits and the statements of changes in net assets available for Plan benefits is presented for purposes of additional analysis rather than to present the net assets available for Plan benefits and changes in net assets available for Plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. April 14, 1995 KPMG Peat Marwick LLP 4 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Statement of Net Assets Available for Plan Benefits December 31, 1994
Partnership Balanced Fixed Income Depositary Investment Equity Index Participant Assets Fund Unit Fund Fund Fund loans Total ------------ ----------- --------- ------------ ----------- ----- Cash $ 0 $37,552 $ 0 $ 0 $ 0 $ 37,552 Investments 3,449,305 30,907 523,523 2,665,238 0 6,668,973 Loans to participants 0 0 0 0 554,067 554,067 ---------- ------- -------- ---------- -------- ---------- Total assets 3,449,305 68,459 523,523 2,665,238 554,067 7,260,592 Liabilities Reimbursements due to Plan sponsor 23,749 0 0 0 0 23,749 ---------- ------- -------- ---------- -------- ---------- Net assets available for Plan benefits $3,425,556 $68,459 $523,523 $2,665,238 $554,067 $7,236,843 ========== ======= ======== ========== ======== ==========
See accompanying notes to financial statements. 5 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Statement of Net Assets Available for Plan Benefits December 31, 1993
Fixed Income Equity Index Participant Assets Fund Fund loans Total ------------ ------------ ----------- ---------- Investments $3,881,225 $2,535,643 $ 0 $6,416,868 Loans to participants 0 0 620,150 620,150 ---------- ---------- -------- ---------- Total assets 3,881,225 2,535,643 620,150 7,037,018 Liabilities Reimbursements due to Plan sponsor 55,415 0 0 55,415 ---------- ---------- -------- ---------- Net assets available for Plan benefits $3,825,810 $2,535,643 $620,150 $6,981,603 ========== ========== ======== ==========
See accompanying notes to financial statements. 6 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Statement of Changes in Net Assets Available for Plan Benefits Year ended December 31, 1994
Partnership Balanced Fixed Income Depositary Investment Equity Index Participant Fund Unit Fund Fund Fund loans Total ------------ ----------- ---------- ------------ ----------- --------- Investment income: Interest $ 275,295 $ 451 $ 17 $ 85 $ 41,891 $ 317,739 Increase in value of funds 0 0 9,652 31,397 0 41,049 ---------- ------- -------- ---------- --------- ---------- 275,295 451 9,669 31,482 41,891 358,788 ---------- ------- -------- ---------- --------- ---------- Contributions received: From participants 230,067 14,370 33,258 172,045 0 449,740 From the Company 121,040 4,470 15,996 90,873 0 232,379 ---------- ------- -------- ---------- --------- ---------- 351,107 18,840 49,254 262,918 0 682,119 ---------- ------- -------- ---------- --------- ---------- Interfund transfers (389,677) 49,168 468,591 (20,108) (107,974) 0 Participant withdrawals (636,979) 0 (3,991) (144,697) 0 (785,667) ---------- ------- -------- ---------- --------- ---------- Increase (decrease) in net assets (400,254) 68,459 523,523 129,595 (66,083) 255,240 Net assets available for Plan benefits: Beginning of year 3,825,810 0 0 2,535,643 620,150 6,981,603 ---------- ------- -------- ---------- --------- ---------- End of year $3,425,556 $68,459 $523,523 $2,665,238 $ 554,067 $7,236,843 ========== ======= ======== ========== ========= ==========
See accompanying notes to financial statements. 7 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Statement of Changes in Net Assets Available for Plan Benefits Year ended December 31, 1993
Equity Fixed Income Index Participant Fund Fund loans Total ------------- ---------- ----------- ----------- Investment income: Interest $ 313,384 $ 61 $ 42,050 $ 355,495 Increase in value of funds 0 246,008 0 246,008 ---------- ---------- -------- ----------- 313,384 246,069 42,050 601,503 ---------- ---------- -------- ----------- Contributions received: From participants 249,934 168,576 0 418,510 From the Company 133,379 89,018 0 222,397 ---------- ---------- -------- ----------- 383,313 257,594 0 640,907 ---------- ---------- -------- ----------- Interfund transfers (56,179) (19,719) 75,898 0 Participant withdrawals (704,661) (329,331) 0 (1,033,992) ---------- ---------- -------- ----------- Increase (decrease) in net assets (64,143) 154,613 117,948 208,418 Net assets available for Plan benefits: Beginning of year 3,889,953 2,381,030 502,202 6,773,185 ---------- ---------- -------- ----------- End of year $3,825,810 $2,535,643 $620,150 $ 6,981,603 ========== ========== ======== ===========
See accompanying notes to financial statements. 8 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Statement of Changes in Net Assets Available for Plan Benefits Year ended December 31, 1992
Equity Fixed Income Index Participant Fund Fund loans Total ------------ ---------- ----------- ---------- Investment income: Interest $ 336,537 $ 192,229 $ 47,186 $ 575,952 Decrease in value of funds 0 (35,974) 0 (35,974) ---------- ---------- -------- ---------- 336,537 156,255 47,186 539,978 ---------- ---------- -------- ---------- Contributions received: From participants 283,840 166,683 0 450,523 From the Company 139,489 92,993 0 232,482 ---------- ---------- -------- ---------- 423,329 259,676 0 683,005 ---------- ---------- -------- ---------- Interfund transfers 23,993 (18,632) (5,361) 0 Participant withdrawals (682,777) (70,701) 0 (753,478) ---------- ---------- -------- ---------- Increase in net assets 101,082 326,598 41,825 469,505 Net assets available for Plan benefits: Beginning of year 3,788,871 2,054,432 460,377 6,303,680 ---------- ---------- -------- ---------- End of year $3,889,953 $2,381,030 $502,202 $6,773,185 ========== ========== ======== ==========
See accompanying notes to financial statements. 9 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Notes to Financial Statements December 31, 1994 and 1993 (1) DESCRIPTION OF THE PLAN The Newhall Land and Farming Company Employee Savings Plan (the Plan) is a deferred salary reduction plan under Internal Revenue Code of 1986 (the Code) Section 401(k) and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan permits eligible employees of The Newhall Land and Farming Company and subsidiaries (the Company) to contribute up to 6% of their compensation plus an additional $2,000 for a total not to exceed $9,240 in 1994 in one or more of four investment funds. Employee contributions reduce an employee's currently taxable compensation and, therefore, are not subject to income taxes until the amounts are withdrawn from the Plan. An employee must complete one year of service and reach age 19 to become eligible to participate. For employee contributions of up to 6% of compensation, the Company may contribute an amount ranging from 25% to 75% of the employee's contribution depending upon the employee's length of service with the Company. Company contributions may be suspended if Company net income is less than 5% of the capital of the Company's partners or for other reasons deemed appropriate by the Company's Board of Directors. Participants select the investment funds in which their contributions are to be invested. The investment funds include the Fixed Income Fund and the Equity Index Fund and the Plan was amended in March 1994 to add the Partnership Depositary Unit Fund and the Balanced Investment Fund. Company contributions, when made, are invested proportionately in the same funds as the employee contributions. The total employees participating in each investment option as of December 31, 1994 are as follows: Fixed Income Fund 181 Partnership Depositary Unit Fund 14 Equity Index Fund 113 Balanced Investment Fund 37
Employee and matching employer contributions to the Plan and income earned thereon are fully vested. Normal distributions are made in full upon (1) retirement, (2) total and permanent disability, (3) death or (4) termination of employment. Participants showing hardship may withdraw part or all of their contributions and accumulated earnings or losses, limited to earnings and losses incurred prior to January 1, 1990, at the end of a calendar quarter. An employee who withdraws any amount of his contribution account is not permitted to resume participation for six months. Employer contributions and the related accumulated earnings may be withdrawn only upon one of the four above-listed occurrences. Distributions and withdrawals are made in cash. 10 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Notes to Financial Statements, Continued Effective October 1989, the Board of Directors amended the savings plan to permit loans to Plan participants, secured by the borrowing participant's interest in the Plan, on such nondiscriminatory terms and conditions as the Plan's administrative committee shall determine, provided, however, that such loans comply with applicable requirements of ERISA and the Code (including such restrictions as are necessary to prevent loans from being treated as distributions under Section 72(p) of the Code). The loans are treated as an earmarked investment of the participants with interest repayments credited proportionately to the original investment funds liquidated to provide the principal. Effective November 1991, the Plan was amended to permit qualified rollover contributions from other qualified plans. In the event of Plan termination, all payments will be made as soon as practicable from the assets of the Plan based on the amount in each participant's individual and employer contribution accounts. Newhall Management Corporation is sole trustee for the Plan. Participants should refer to the Plan document or summary plan description for a more complete description of the Plan's provisions. (2) SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND PRACTICES BASIS OF ACCOUNTING The financial statements for the Plan are prepared on an accrual basis, primarily from data submitted to the Plan administrator by the companies that function as investment managers, Connecticut General Life Insurance Company (CIGNA), Newhall Depositary Company and Wells Fargo Bank. INVESTMENTS All investment income is allocated to individual participant accounts. The Fixed Income Fund, held by CIGNA, represents a deposit with an insurance company and is stated at contract value, which represents contributions and income earned, less distributions and expenses charged. The Partnership Depositary Unit Fund represents partnership units in The Newhall Land and Farming Company. The Equity Index Fund, held by Wells Fargo Bank, is a collective trust invested primarily in the common stocks that comprise the Standard & Poor's 500 Index. The Balanced Investment Fund, held by Wells Fargo Bank, is a collective trust invested primarily in common stocks that comprise the Standard & Poor's 500 Index and in U.S. Treasury Bonds. The Plan shares in the investment gains and losses of the securities in the Equity Index Fund, the Partnership Depositary Unit Fund and the Balanced Investment Fund which are stated at fair value measured by quoted market prices. Loans to participants are stated at cost, which approximates fair value. CONTRIBUTION POLICY Contributions by employees are voluntary, determined as a specified percentage of base compensation plus overtime, excluding that portion of compensation imputed for tax purposes as a result of fringe benefits and other similar forms of compensation. PLAN EXPENSES Expenses incurred in the administration of the Plan are borne by the Company. 11 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Notes to Financial Statements, Continued (3) FEDERAL TAXES The Plan requested an updated determination letter in June 1994 from the Internal Revenue Service which will state that the Plan, as then designed, is in compliance with the applicable requirements of the Internal Revenue Code. The Company believes that a favorable determination will be received. (4) COMMITMENTS AND RECONCILIATION TO FORM 5500 Included in net assets available for Plan benefits in the accompanying financial statements totaling $178,956 and $0 as of December 31, 1994 and 1993, respectively, are amounts allocated to accounts of persons who have requested withdrawal of their accounts from the Plan. Such amounts are classified as liabilities in the Plan's Form 5500. 12 Schedule 1 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Assets Held for Investment December 31, 1994
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF LESSOR OR SIMILAR PARTY INVESTMENT COST FAIR VALUE ----------------------------- -------------------------------- ---------- ------------ Wells Fargo Bank Money Market Account $ 37,552 $ 37,552 Connecticut General Life Insurance Company (CIGNA) Guaranteed Deposit Account 3,449,305 3,449,305 The Newhall Land and Farming Company Partnership Units 30,907 30,907 Wells Fargo Bank Equity Index Fund 2,365,129 2,665,238 Wells Fargo Bank Balanced Investment Fund 523,740 523,523 Loans to Plan participants Notes secured by vested interest (92 total loans with interest rates ranging from 7.68% to 11.52%) 554,067 554,067 ---------- ---------- $6,960,700 $7,260,592 ========== ==========
See accompanying independent auditors' report. 13 Schedule 2 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Reportable Transactions Year ended December 31, 1994
Purchase/ Identity of Transaction Units/shares sale price party involved Description of asset type transacted per unit - ---------------- ------------------------ ----------- ------------ ----------- Wells Fargo Bank Balanced Investment Fund purchase 24,970 $114.52 ====== ======= Fair value Purchase of assets on Transaction price/sale Cost of transaction expense proceeds asset date Net gain ----------- ---------- -------- ------------ -------- $ - $362,564 $362,564 $362,564 $N/A == ======== ======== ======== ====
See accompanying independent auditors' report. 14 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration Statement on Form S-8 dated May 24, 1994 (Registration No. 33-53769) of our report dated April 14, 1995 related to the financial statements of The Newhall Land and Farming Company Employee Savings Plan as of December 31, 1994 and 1993 and for each of the years in the three-year period ended December 31, 1994, which report is included in this Annual Report on Form 11-K. Los Angeles, California KPMG Peat Marwick LLP June 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----