-----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, UK/d7PrYbk2x8Zw9QPpXNxQfO7saSrpwtS3pxWnUr44ulQYQPIEHLMHAWMo9oPS6 F5G7qorfo5274b7YCw0PSQ== 0000950150-97-001003.txt : 19970630 0000950150-97-001003.hdr.sgml : 19970630 ACCESSION NUMBER: 0000950150-97-001003 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08885 FILM NUMBER: 97630825 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, 1996 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 Statements of Net Assets Available for Plan Benefits as of December 31, 1996 and 1995, Statements of Changes in Net Assets Available for Plan Benefits for each of the years in the two-year period ended December 31, 1996, Notes to Financial Statements, Schedule of Assets Held for Investment as of December 31, 1996, Schedule of Reportable Transactions for the year ended December 31, 1996, 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, 1997 / S / Thomas H. Almas --------------------------------------- Newhall Management Corporation, Trustee By: Thomas H. Almas, Vice President - Administration and Secretary 3 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Index to Financial Statements and Schedules Page
Independent Auditors' Report 1 Statement of Net Assets Available for Plan Benefits with Fund Information - December 31, 1996 2 Statement of Net Assets Available for Plan Benefits with Fund Information - December 31, 1995 3 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information - Year ended December 31, 1996 4 Statement of Changes in Net Assets Available for Plan Benefits with Fund Information - Year ended December 31, 1995 5 Notes to Financial Statements 6 Schedule Line 27a - Schedule of Assets Held for Investment Purposes - December 31, 1996 1 Line 27d - Schedule of Reportable Transactions - Year ended December 31, 1996 2
Other schedules are omitted as they are not applicable or not required by Department of Labor Regulations. 4 INDEPENDENT AUDITORS' REPORT The Compensation Committee of the Board of Directors of Newhall Management Corporation: We have audited the accompanying statements of net assets available for Plan benefits with fund information of The Newhall Land and Farming Company Employee Savings Plan as of December 31, 1996 and 1995 and the related statements of changes in net assets available for Plan benefits with fund information for the years then ended. 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, 1996 and 1995 and the changes in those net assets for the years then ended 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 supplementary information included in Schedules 1 and 2 is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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. May 30, 1997 /s/ KPMG Peat Marwick LLP 5 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Statement of Net Assets Available for Plan Benefits with Fund Information December 31, 1996
Partnership Balanced Fixed Income Depositary Investment Equity Index Participant Assets Fund Unit Fund Fund Fund loans Total ------------ ----------- ---------- ------------ ----------- ---------- Cash $ -- 819 -- -- -- 819 Investments 3,423,621 182,892 1,039,224 5,300,616 -- 9,946,353 Loans to participants -- -- -- -- 617,021 617,021 ---------- ------- --------- ---------- ------- ---------- Total assets 3,423,621 183,711 1,039,224 5,300,616 617,021 10,564,193 Liabilities Reimbursements due to Plan sponsor (34,008) -- -- (15,700) -- (49,708) ---------- ------- --------- --------- ------- ---------- Net assets available for Plan benefits $3,389,613 183,711 1,039,224 5,284,916 617,021 10,514,485 ========== ======= ========= ========= ======= ===========
See accompanying notes to financial statements. 6 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Statement of Net Assets Available for Plan Benefits with Fund Information December 31, 1995
Partnership Balanced Fixed Income Depositary Investment Equity Index Participant Assets Fund Unit Fund Fund Fund loans Total ------------ ----------- ---------- ------------ ----------- --------- Cash $ -- 17,776 -- -- -- 17,776 Investments 3,950,255 117,052 744,653 4,038,954 -- 8,850,914 Loans to participants -- -- -- -- 602,836 602,836 ---------- ------- ------- --------- -------- ---------- Total assets 3,950,255 134,828 744,653 4,038,954 602,836 9,471,526 Liabilities Reimbursements due to Plan sponsor (28,740) -- -- -- -- (28,740) ---------- ------- ------- --------- -------- ---------- Net assets available for Plan benefits $3,921,515 134,828 744,653 4,038,954 602,836 9,442,786 ========== ======= ======= ======== ======= =========
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 with Fund Information Year ended December 31, 1996
Partnership Balanced Fixed Income Depositary Investment Equity Index Participant Fund Unit Fund Fund Fund loans Total ------------ ----------- ---------- ------------ ----------- ---------- Dividend and interest income $ 256,285 2,748 33 96 45,131 304,293 Realized gains -- -- 8,516 34,513 -- 43,029 Unrealized gains -- 22,259 95,108 883,855 -- 1,001,222 ---------- ------- --------- --------- -------- ---------- 256,285 25,007 103,657 918,464 45,131 1,348,544 ---------- ------- --------- --------- -------- ---------- Contributions: From participants 185,694 28,600 71,204 275,274 -- 560,772 From the Company 92,842 10,253 30,989 126,215 -- 260,299 ---------- ------- --------- --------- -------- ---------- 278,536 38,853 102,193 401,489 -- 821,071 ---------- ------- --------- --------- -------- ---------- Interfund transfers (208,617) (11,677) 117,869 133,371 (30,946) -- Participant withdrawals (858,106) (3,300) (29,148) (207,362) -- (1,097,916) ---------- ------- --------- --------- ------- ---------- Increase (decrease) in net assets (531,902) 48,883 294,571 1,245,962 14,185 1,071,699 Net assets available for Plan benefits: Beginning of year 3,921,515 134,828 744,653 4,038,954 602,836 9,442,786 ---------- ------- --------- --------- ------- ---------- End of year $3,389,613 183,711 1,039,224 5,284,916 617,021 10,514,485 ========== ======= ========= ========= ======= ==========
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 with Fund Information Year ended December 31, 1995
Partnership Balanced Fixed Income Depositary Investment Equity Index Participant Fund Unit Fund Fund Fund loans Total ------------ ----------- ---------- ------------ ----------- ----------- Dividend and interest income $ 274,785 895 23 70 41,893 317,666 Realized losses -- -- (1,155) (311,744) -- (312,899) Unrealized gains (losses) (7,059) 22,984 152,630 1,360,454 -- 1,529,009 ---------- ------- ------- --------- -------- --------- 267,726 23,879 151,498 1,048,780 41,893 1,533,776 ---------- ------- ------- --------- -------- --------- Contributions: From participants 226,284 14,838 57,765 212,795 -- 511,682 From the Company 109,540 7,025 27,712 93,276 -- 237,553 ---------- ------- ------- --------- -------- --------- 335,824 21,863 85,477 306,071 -- 749,235 ---------- ------- ------- --------- -------- --------- Interfund transfers (67,658) 20,627 (1,430) 41,585 6,876 -- Participant withdrawals (39,933) -- (14,415) (22,720) -- (77,068) ---------- ------- ------- --------- ------- --------- Increase in net assets 495,959 66,369 221,130 1,373,716 48,769 2,205,943 Net assets available for Plan benefits: Beginning of year 3,425,556 68,459 523,523 2,665,238 554,067 7,236,843 ---------- ------- ------- --------- ------- --------- End of year $3,921,515 134,828 744,653 4,038,954 602,836 9,442,786 ========== ======= ======= ========= ======= =========
9 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Notes to Financial Statements December 31, 1996 and 1995 (1) Description of the Plan The Newhall Land and Farming Company Employee Savings Plan (the Plan) is a defined contribution plan under the 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 $9,500 and $9,240 in 1996 and 1995, respectively, into 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, the Equity Index Fund, 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. Total employees participating in each investment option as of December 31, 1996 and 1995 are as follows:
1996 1995 -------------- ------------- Fixed Income Fund 182 194 Partnership Depositary Unit Fund 38 22 Equity Index Fund 144 132 Balanced Investment Fund 61 51 === ===
Participants are fully vested in the Plan upon enrollment; accordingly, there are no forfeitures resulting from participant withdrawals. 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 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 investment funds originally 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 the 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 is invested in partnership units in the 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 underlying the Equity Index Fund, the Partnership Depositary Unit Fund and the Balanced Investment Fund which are stated at fair value based on quoted market prices. Purchases and sales of securities are recorded on a trade-date basis. Loans to participants are stated at cost, which approximates fair value. 11 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Notes to Financial Statements CONTRIBUTION POLICY Contributions by employees are voluntary and are 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. MANAGEMENT ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities and the amount of any contingent assets or liabilities disclosed in the financial statements. Actual results could differ from estimates made. (3) FEDERAL TAXES The Company received a favorable determination letter from the Internal Revenue Service in September 1995 which stated that the Plan, as then designed, including certain proposed amendments, is in compliance with applicable requirements of the Internal Revenue Code. The proposed amendments were adopted by the Plan subsequent to receipt of the determination letter. (4) COMMITMENTS Included in net assets available for Plan benefits in the accompanying financial statements as of December 31, 1996 and 1995 are amounts totaling $326,951 and $130,220, respectively, allocated to accounts of persons who have requested withdrawal of their accounts from the Plan. (5) INVESTMENTS REPRESENTING 5% OR MORE OF NET ASSETS The fair value of individual investments representing 5% or more of the Plan's net assets as of December 31, 1996 and 1995 are:
1996 1995 ---------- --------- Wells Fargo Bank Equity Index Fund $5,300,616 4,038,954 CIGNA Guaranteed Deposit Account 3,423,621 3,950,255 Wells Fargo Bank Asset Allocation Fund 1,039,224 744,653 ========== =========
12 Schedule 1 THE NEWHALL LAND AND FARMING COMPANY EMPLOYEE SAVINGS PLAN Line 27a - Schedule of Assets Held for Investment Purposes December 31, 1996
Identity of issuer, borrower, lessor or similar party Description of investment Cost Current value - ------------------------------------ ------------------------------------ ---------- ------------- Wells Fargo Money Market Money market shares, $1 par $ 819 819 Connecticut General Life Insurance Company (CIGNA) Guaranteed Deposit Account 3,423,621 3,423,621 The Newhall Land and Farming Company * Partnership Units 164,207 182,892 Wells Fargo Bank Equity Index Fund 4,387,975 5,300,616 Wells Fargo Bank Balanced Investment Fund 941,018 1,039,224 Loans to Plan participants * Notes secured by vested interest (79 total loans with interest rates ranging from 7.32% to 9.20%) -- 617,021 ---------- ---------- $8,917,640 10,564,193 ========== ==========
* Party in interest. See accompanying independent auditors' report. 13 Schedule 2 THE NEWHALL LAND AND FARMING EMPLOYEE SAVINGS PLAN Line 27d - Schedule of Reportable Transactions Year ended December 31, 1996
Total Current value number of Purchase of asset on Sales Cost of Net gain Identity of party involved Description of asset transactions price transaction date price asset (loss) - -------------------------- -------------------- ------------ ---------- ---------------- --------- --------- --------- Wells Fargo Bank Equity Index Fund 47 purchases $1,248,752 1,248,752 -- -- -- Wells Fargo Bank Equity Index Fund 33 sales -- -- 958,671 787,698 170,973 ============ ========== ========= ======= ======= =======
See accompanying independent auditors' report. 14 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in the Registration statement no. 33-53769 on Form S-8 of our report dated May 30, 1997 relating to the financial statements of The Newhall Land and Farming Company Employee Savings Plan as of and for the years ended December 31, 1996 and 1995, which report is included in this Annual Report on Form 11-K. Our report dated May 30, 1997 contains a paragraph which states that our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment is 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 is 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 schedule 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. Los Angeles, California /s/ KPMG Peat Marwick LLP June 26, 1997 -----END PRIVACY-ENHANCED MESSAGE-----