-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JS/H1xTOXE8TNK63Ara5O6qfL4951cTXvNquhBrlTotDEN1Fux8IGWVb6NSbe1Cg BS25r0W8wnGH0D1h/yDD8g== 0000950150-96-001242.txt : 19961104 0000950150-96-001242.hdr.sgml : 19961104 ACCESSION NUMBER: 0000950150-96-001242 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961101 EFFECTIVENESS DATE: 19961101 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWHALL LAND & FARMING CO /CA/ CENTRAL INDEX KEY: 0000751976 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 953931727 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15303 FILM NUMBER: 96651573 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 FORM S-8 1 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. 2 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. -ii- 3 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; -iii- 4 (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. -iv- 5 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 -v- 6 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
7 /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
8 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
EX-23.1 2 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors of Newhall Management Corporation and Partners of The Newhall Land and Farming Company: We consent to the use of our report incorporated herein by reference. /s/ KPMG Peat Marwick LLP Los Angeles, California October 16, 1996 EX-99.1 3 DEFERRED EQUITY COMPENSATION PLAN 1 Exhibit 99.1 THE NEWHALL LAND AND FARMING COMPANY DEFERRED EQUITY COMPENSATION PLAN FOR OUTSIDE DIRECTORS 1. Purpose The Purpose of this plan (the "Plan") is to provide deferred compensation to the outside directors of Newhall Management Corporation (the "Management Corporation"), which is the managing general partner of Newhall Management Limited Partnership, which is the managing general partner of The Newhall Land and Farming Company, a California Limited Partnership (the "Company"). Such deferred compensation will be based upon the award of unit rights ("Unit Rights") which ultimately shall be satisfied through the issuance of limited partnership interests in the Company represented by transferable depositary units (the "Depositary Units"). The Plan is being adopted in connection with the termination of the retirement benefits for current and future outside directors under the Newhall Management Corporation Retirement Plan For Directors, and is intended to benefit the Company by more closely linking the benefits provided to outside directors to the performance of the Company and to provide additional incentives to outside directors. 2. Administration The Plan shall be administered by a Committee (the "Committee") of the Board of Directors of the Management Corporation (the "Board of Directors") consisting of two or more "non-employee directors" as defined in, or shall otherwise be constituted so as to comply with, Rule 16b-3 (or any successor rule) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. The Committee shall have full authority to administer the Plan, including authority to interpret and construe any provision of the Plan, to adopt such rules and regulations for administering the Plan as it may deem necessary and to make any other determinations which it believes necessary or advisable for the administration of the Plan. Determinations of the Committee shall be made by majority vote and shall be final and binding on all parties with respect to all matters relating to the Plan. 3. Eligibility Members of the Board of Directors who are not employees of the Company ("Participants") are eligible for participation in the Plan. 2 4. Unit Rights a. Unit Right Accounts. Unit Rights granted to a Participant shall be credited to a Unit Right Account (the "Account") established and maintained for such Participant. The Account of a Participant shall be the sole record of Unit Rights granted to him under the Plan, is solely for accounting purposes and shall not require a segregation of any assets of the Company. b. Initial Grant of Unit Rights. On the Effective Date (as defined below) of the Plan, the initial number of Unit Rights in the Participants' Accounts shall be as set forth on Exhibit A hereto. c. Subsequent Annual Grants. On the third Wednesday of July of each fiscal year of the Company (beginning with July, 1997), each Participant who has continuously served as a non-employee member of the Board of Directors since the third Wednesday of July of the previous year shall automatically be granted Five Hundred (500) additional Unit Rights. d. Subsequent Grants As A Result of Distributions. In the event of a general distribution of cash or property with respect to all of the holders of Depositary Units, each Participant shall be granted, on the date of such distribution, a number of Unit Rights equal to (i) the number of Unit Rights in the Participant's Account on the record date of such distribution, times (ii) the fair market value of cash or property distributed with respect to each Depositary Unit, divided by (iii) the Fair Market Value (as defined below) of a Depositary Unit on the date of such distribution. 5. Satisfaction of Unit Rights Upon Retirement. Upon the resignation or removal of a Participant from the Board of Directors or other termination of a Participant's position as a member of the Board of Directors (whether due to death, disability or otherwise), the Company shall, within 30 days following the date of such resignation, removal or termination, transfer to such Participant a number of Depositary Units equal to the number of Unit Rights in such Participant's Account as of the date of such resignation, removal or termination, in full satisfaction of such Participant's rights under this Plan. 6. Adjustments. If any change is made to the Depositary Units issuable under the Plan (whether by reason of merger, consolidation, reorganization, recapitalization, Depositary Unit distribution, Depositary Unit split, combination of Depositary Units, exchange of Depositary Units, or other change in the partnership or capital structure of the Company), then, the Committee shall make appropriate adjustments to the number of Unit Rights in each Participant's Account. The purpose of these adjustments will be to preclude 2 3 the enlargement or dilution of rights and benefits under the awards made pursuant to the Plan. 7. Structural Transactions. a. Committee's Right to Cancel Outstanding Unit Rights. Notwithstanding anything to the contrary herein, in the event of any Structural Transaction (as defined below), the Committee shall have the discretion to cancel outstanding Unit Rights for which Depositary Units have not been issued, in whole or in part, subject to such conditions as the Committee may determine, upon payment to a Participant with respect to all such cancelled Unit Rights, an amount in cash equal to the Fair Market Value of the Depositary Units (at the effective date of the Structural Transaction) otherwise issuable with respect to the Unit Right. b. Definition. A "Structural Transaction" is any of the following transactions to which the Company is a party: (1) a merger or consolidation in which the Company is not the surviving entity, (2) any other merger or consolidation of the Company with any other entity, approved by the holders of the voting securities of the Company, other than a merger or consolidation which would result in the voting securities of the Company 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 Company or such surviving entity outstanding immediately after such merger or consolidation; (3) a sale, transfer or other disposition of all or substantially all of the Company's assets (in one transaction or a series of transactions); or (4) the complete liquidation or dissolution of the Company. 8. Nontransferability. Unit Rights granted under the Plan, and any rights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in any manner, by operation of law or otherwise, other than by will or by the laws of descent and distribution, and shall not be subject to execution, attachment or similar process. 9. Voting and Distribution Rights. Except as provided in Sections 4 and 6 above, no Participant shall be entitled to any of the rights of a holder of Depositary Units (including without limitation the right to receive any distributions with respect to Depositary Units) with respect to Unit Rights under the Plan. 3 4 10. Unfunded Plan. The Plan shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of the Company in order to provide for the satisfaction of benefits hereunder. No Participant or other person shall have any interest in any particular assets of the Company by reason of the right to receive a benefit under the Plan and any such Participant or other person shall have only the rights of a general unsecured creditor with respect to any rights under the Plan. 11. Fair Market Value. For purposes of the Plan, the "Fair Market Value" of a Depositary Unit will be determined as follows: a. Stock Exchange. If the Depositary Units are at the time listed or admitted to trading on any Stock Exchange, the "Fair Market Value" of the Depositary Unit will be its closing selling price, as quoted on such Stock Exchange on the date in question. If there is no quotation available for such day, then the Fair Market Value shall be the closing selling price on the next preceding day for which such quotation exists. b. NASDAQ National Market System. If the Depositary Units are not at the time listed or admitted to trading on any Stock Exchange but are traded on the NASDAQ National Market System, the Fair Market Value shall be the closing selling price per Depositary Unit on the date in question, as such price is reported by the National Association of Securities Dealers through the NASDAQ National Market System or any successor system. If there is no closing selling price for the Depositary Units on the date in question, then the Fair Market Value shall be the closing selling price on the next preceding day for which such quotation exists. c. Neither Stock Exchange nor NASDAQ. If the Depositary Units are at the time neither listed nor admitted to trading on any Stock Exchange nor traded on the NASDAQ National Market System, then the Fair Market Value will be determined by the Committee after taking into account such factors as the Committee deems appropriate. d. Committee Discretion. If the Committee determines that the above methods of calculation do not accurately reflect the Fair Market Value of a Depositary Unit on a relevant day, it may determine the Fair Market Value on any relevant day in accordance with such method of valuation as it determines to be reasonable and appropriate. 12. Amendment or Termination of the Plan. The Board of Directors may alter, amend or terminate the Plan at any time. No amendment or termination may alter, impair or reduce the number of Unit Rights granted under the Plan prior to the effective date of such amendment or termination without the written consent of the affected Participant. 4 5 13. Tax Withholding. The Company's obligation to deliver Depositary Units under the Plan is subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements. 14. Compliance with Regulations and Other Restrictions. Depositary Units shall not be issued pursuant to the Plan unless the issuance and delivery of such Depositary Units shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, applicable laws, the requirements of any stock exchange or quotation system upon which the Depositary Units may then be listed or quoted, including without limitation, if applicable, any requirement that the Company only deliver Depositary Units hereunder out of treasury, and any other requirements of law or of any regulatory bodies having jurisdiction over such issuance and delivery, and shall be further subject to the approval of counsel for the Company with respect to such compliance. The inability of the Company to obtain authority from any regulatory body, stock exchange or quotation system having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Depositary Units hereunder, shall relieve the Company of any liability in respect of the failure to issue such Depositary Units as to which such requisite authority shall not have been obtained. 15. Reservation of Depositary Units. The Company, during the term of this Plan, will at all times reserve and keep available such number of Depositary Units as shall be sufficient to satisfy the requirements of the Plan. 16. 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. 17. Construction. Except when otherwise required by the context, any masculine terminology in this document shall include the feminine, and any singular terminology shall include the plural. 18. Effective Date of Plan. The Plan shall become effective on the later of (a) September 30, 1996 or (b) the date of effectiveness of the Company's registration statement under the Securities Act of 1933 with respect to the Depositary Units to be delivered by the Company pursuant to the Plan. 5 6 EXHIBIT A
DIRECTOR NUMBER OF DEPOSITORY UNITS -------- -------------------------- G. Argyros 506 T. McKernan 651 H. Newhall 4,397 J. Newhall 9,813 P. Pope 2,976 C. Reichardt 8,130 T. Sutton 1,704 E. Zilkha 12,749 ------ TOTAL 40,926 ======
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